As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CATALYTICA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2262240
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
430 FERGUSON DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices and Zip code)
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1992 STOCK OPTION PLAN, AS AMENDED
1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
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LAWRENCE W. BRISCOE
CHIEF FINANCIAL OFFICER
CATALYTICA, INC.
430 FERGUSON DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 960-3000
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
BARRY E. TAYLOR, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
- 1992 Stock Option Plan 2,000,000 shares $17.00(1) $34,000,000(1) $10,030
- 1992 Employee Stock Purchase Plan 1,500,000 shares $14.45(2) $21,675,000(2) $ 6,395
TOTAL 3,500,000 SHARES $55,675,000 $16,425
==============================================================================================================
(1) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act solely for the purpose of calculating the registration fee. The
estimated exercise price of $17.00 per share as to the 2,000,000
unregistered shares subject to future issuance under the 1992 Stock Option
plan is based on the closing price of a share of Catalytica, Inc.'s Common
Stock as reported in the Nasdaq National Market on June 23, 1998 (the
"MARKET PRICE").
(2) The exercise price of $14.45 per share represents the estimated exercise
price of the 1,500,000 unregistered shares subject to future issuance under
the 1992 Employee Stock Purchase Plan, which is 85% of the Market Price.
Pursuant to Section 2(m) of the 1992 Employee Stock Purchase Plan (Exhibit
4.6), shares are sold at 85% of the lesser of the fair market value of such
shares on the Enrollment Date or on the Exercise Date.
CATALYTICA, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents and information previously filed with the
Securities and Exchange Commission (the "COMMISSION") by Catalytica, Inc. (the
"COMPANY") are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Exchange Act, which became effective on February 8, 1993 and was
subsequently amended on November 19, 1996 and on July 29, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "SECURITIES ACT"), as amended. The Company has included in its Certificate
of Incorporation a provision that to the fullest extent permitted by Delaware
law, the Company's directors will not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Company and its stockholders. In
addition, the Company's Bylaws provide that the Company is required to indemnify
its officers and directors to the fullest extent permitted by Delaware law,
including those circumstances in which indemnification would otherwise be
discretionary, and that the Company is required to advance expenses to its
officers and directors as incurred. Further, the Company intends to enter into
indemnification agreements with its officers and directors, providing such
individuals indemnification to the maximum extent permitted by the Delaware
General Corporation Law.
II-1
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Delaware General Corporation Law, the foregoing Bylaw provision
or any Indemnification Agreement, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
-------- --------------------------------------------------------
4.1(A)+ Agreement of Shareholders Amending Registration Rights
and Right of First Refusal.
4.1(B)+ Amended and Restated Registration Rights Agreement dated
September 27, 1988.
4.1(C)+ Amendment No. 1 to Amended and Restated Registration
Rights Agreement.
4.1(D)+ Form of Amended and Restated Rights Agreement.
4.2+ Specimen of Common Stock Certificate.
4.3++ Preferred Shares Rights Agreement dated as of October
23, 1996, between Catalytica, Inc. and ChaseMellon
Shareholder Services, L.L.P., including the form of
Rights Certificate and the Certificate of Designation,
the Summary of Rights Attached thereto as Exhibits A, B
and C, respectively.
4.3(B)+++ Amendment No. 1, dated as of June 28, 1997, to Preferred
Shares Rights Agreement between Catalytica, Inc. and
ChaseMellon Shareholder Services, L.L.C.
4.4++++ Stock Purchase Warrant for 2,000,000 Shares of the
Company's Common Stock dated July 31, 1997.
4.5 1992 Stock Option Plan, as amended.
4.6 1992 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to
legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
- ----------------
+ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Registration Statement No. 33-
55696).
++ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form 8-A as filed with the Commission on
November 29, 1996.
+++ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form 8-A/A as filed with the Commission on
July 29, 1997.
++++ Incorporated by reference to the exhibits filed with the Company's Form
10-Q for the quarter ended June 30, 1997.
II-2
+++++ Incorporated by reference to the exhibits filed with the Company's
Form 10-K for the year ended December 31, 1996.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered, which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be an initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on this 26th day
of June, 1998.
CATALYTICA, INC.
By: /s/ LAWRENCE A. BRISCOE
---------------------------------
Lawrence W. Briscoe
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Lawrence W. Briscoe and Ricardo B. Levy,
and each of them acting individually, his or her attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ RICARDO B. LEVY President, Chief Executive Officer June 26, 1998
- ------------------------- (Principal Executive Officer), and Director
RICARDO B. LEVY
/s/ JAMES A. CUSUMANO Chairman of the Board and Chief June 26, 1998
- ------------------------- Technical Officer
JAMES A. CUSUMANO
/s/ LAWRENCE W. BRISCOE Vice President, Finance and June 26, 1998
- ------------------------- Administration, and Chief Financial
LAWRENCE W. BRISCOE Officer (Principal Accounting and
Financial Officer)
/s/ UTZ FELCHT Director June 26, 1998
- -------------------------
UTZ FELCHT
/s/ RICHARD FLEMING Director June 26, 1998
- -------------------------
RICHARD FLEMING
II-4
Signature Title Date
--------- ----- ----
/s/ ALAN GOLDBERG Director June 26, 1998
- -------------------------
ALAN GOLDBERG
/s/ HOWARD HOFFEN Director June 26, 1998
- -------------------------
HOWARD HOFFEN
/s/ ERNEST MARIO Director June 26, 1998
- -------------------------
ERNEST MARIO
/s/ JOHN A. URQUHART Director June 26, 1998
- -------------------------
JOHN A. URQUHART
II-5
INDEX TO EXHIBITS
Exhibit
Number Description
-------- --------------------------------------------------------
4.1(A)+ Agreement of Shareholders Amending Registration Rights
and Right of First Refusal.
4.1(B)+ Amended and Restated Registration Rights Agreement dated
September 27, 1988.
4.1(C)+ Amendment No. 1 to Amended and Restated Registration
Rights Agreement.
4.1(D)+ Form of Amended and Restated Rights Agreement.
4.2+ Specimen of Common Stock Certificate.
4.3++ Preferred Shares Rights Agreement dated as of October
23, 1996, between Catalytica, Inc. and ChaseMellon
Shareholder Services, L.L.P., including the form of
Rights Certificate and the Certificate of Designation,
the Summary of Rights Attached thereto as Exhibits A, B
and C, respectively.
4.3(B)+++ Amendment No. 1, dated as of June 28, 1997, to Preferred
Shares Rights Agreement between Catalytica, Inc. and
ChaseMellon Shareholder Services, L.L.C.
4.4++++ Stock Purchase Warrant for 2,000,000 Shares of the
Company's Common Stock dated July 31, 1997.
4.5 1992 Stock Option Plan, as amended.
4.6 1992 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to
legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-4).
- ----------------
+ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Registration Statement No. 33-
55696).
++ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form 8-A as filed with the Commission on
November 29, 1996.
+++ Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form 8-A/A as filed with the Commission on
July 29, 1997.
++++ Incorporated by reference to the exhibits filed with the Company's Form
10-Q for the quarter ended June 30, 1997.
+++++ Incorporated by reference to the exhibits filed with the Company's
Form 10-K for the year ended December 31, 1996.