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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 21, 1997
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Date of Report (Date of earliest event reported)
CATALYTICA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-20966 94-2262240
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
430 Ferguson Drive
Mountain View, California 94043
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(Address of principal executive offices)
(415) 960-3000
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
In response to recent trading activity in the Company's Common Stock,
the Company has attached a copy of its news release dated February 5, 1997
herewith (the "News Release"). As stated in the News Release, the completion
of the acquisition described therein (the "Acquisition") is subject to a
number of risks and uncertainties, including the following: (i) completion of
the negotiation of definitive documents, including an asset purchase agreement
and long term supply contracts for chemical, final dosage and sterile
products; (ii) completion of the due diligence review by the Company and its
equity and debt financing sources; (iii) completion of the negotiation of the
terms of the substantial equity and debt financings required to consummate the
Acquisition; and (iv) receipt of certain regulatory approvals and consents,
including stockholder approval. Terms of the equity financing are expected to
be structured to reflect the valuation of the Company's businesses prior to
the announcement of the Acquisition. Terms of the debt financing are expected to
be structured to reflect anticipated payments under the supply contracts.
Further, as stated in the News Release, if the Acquisition is completed,
Catalytica's future operation of the facility involves additional risks and
uncertainties.
This document and the News Release contain forward looking statements
regarding the Acquisition and the future performance of Catalytica, both of
which are subject to a number of risks and uncertainties including, the risks
and uncertainties stated above and the risks and uncertainties stated in the
News Release. Investors are encouraged to review the News Release attached as
Exhibit 99.1 hereto, and Catalytica's Form 10-K for the year ended December
31, 1995 (Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996,
June 30, 1996, and September 30, 1996 for a more complete discussion of
factors that could affect Catalytica's future performance.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 The Company's News Release Dated February 5, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CATALYTICA, INC.
Dated: February 21, 1997 By: /s/ LAWRENCE W. BRISCOE
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Name: Lawrence W. Briscoe
Title: Vice President Finance and
Administration and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 THE COMPANY'S NEWS RELEASE DATED FEBRUARY 5, 1997.
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