AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1997
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)
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DELAWARE 94-2262240
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
430 FERGUSON DRIVE
MOUNTAIN VIEW, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1992 STOCK OPTION PLAN, AS AMENDED
1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
1995 DIRECTOR OPTION PLAN, AS AMENDED
(FULL TITLE OF THE PLAN)
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LAWRENCE W. BRISCOE
VICE PRESIDENT, FINANCE
AND ADMINISTRATION
AND CHIEF FINANCIAL
OFFICER
CATALYTICA, INC.
430 FERGUSON DRIVE
MOUNTAIN VIEW, CALIFORNIA
(415) 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
(415) 493-9300
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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
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Common Stock, no par value
- 1992 Stock Option Plan 1,100,000 shares $14.30 (1) $15,730,000 (1) $ 4,767
- 1995 Director Option Plan 100,000 shares $14.30 (1) $ 1,430,000 (1) $ 433
- 1992 Employee Stock Purchase Plan 1,500,000 shares $12.16 (2) $18,240,000 (2) $ 5,527
TOTAL 2,700,000 SHARES $35,400,000 $10,727
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(1) Estimated in accordance with Rules 457(h) under the Securities Act solely
for the purpose of calculating the registration fee on the basis, as to
1,200,000 shares, of 100%, of the closing price of the Company's Common
Stock as reported on the Nasdaq National Market System on August 11, 1997.
(2) Estimated in accordance with Rules 457(h) under the Securities Act solely
for the purpose of calculating the registration fee on the basis, as to
1,500,000 shares, of 85%, of the closing price of the Company's Common
Stock as reported on the Nasdaq National Market System on August 11, 1997.
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CATALYTICA, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 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, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
(d) 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 filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
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The description of the Company's Common Stock to be offered hereby is
incorporated by reference to 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.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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.
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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.
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.
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Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1 1995 Stock Option Plan, as amended.
4.2 1992 Employee Stock Purchase Plan, as amended.
4.3 1995 Director Option 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 Independent Auditors (see page II-6).
24.1 Power of Attorney (see page II-4).
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 that remain unsold at the
termination of the offering.
(b) 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
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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 Delaware General Corporation Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, 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.
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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 12th day of August, 1997.
CATALYTICA, INC.
By: /s/ RICARDO B. LEVY
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Ricardo B. Levy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Ricardo B. Levy, his or her attorney-in-
fact, 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 substitute 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 in the
capacities and on the dates indicated.
Signature Title Date
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/s/ RICARDO B. LEVY President, Chief Executive August 12, 1997
- --------------------------- Officer (Principal Executive
Ricardo B. Levy Officer) and Director
/s/ JAMES A. CUSUMANO Chairman of the Board and Chief August 12, 1997
- --------------------------- Technical Officer
James A. Cusumano
/s/ LAWRENCE W. BRISCOE Vice President, Finance and August 12, 1997
- --------------------------- Administration and Chief
Lawrence W. Briscoe Financial Officer (Principal
Accounting and Financial Officer)
Director
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Utz Felcht
/s/ RICHARD FLEMING Director August 12, 1997
- ---------------------------
Richard Fleming
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Signature Title Date
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/s/ YOSHINDO TOMOI Director August 12, 1997
- ---------------------------
Yoshindo Tomoi
/s/ ERNEST MARIO Director August 12, 1997
- ---------------------------
Ernest Mario
/s/ JOHN URQUHART Director August 12, 1997
- ---------------------------
John A. Urquhart
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1992 Stock Option Plan, as amended, the
1992 Employee Stock Purchase Plan, as amended, and the 1995 Director Option
Plan, as amended, of Catalytica, Inc. of our report dated January 28, 1997, with
respect to the consolidated financial statements of Catalytica, Inc. included
in its Annual Report (Form 10-K/A) for the year ended December 31, 1996,
as filed with the Securities and Exchange Commission.
San Jose, California ERNST & YOUNG LLP
August 14, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
CATALYTICA, INC.
August 14, 1997
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 1992 Stock Option Plan, as amended.
4.2 1992 Employee Stock Purchase Plan, as amended.
4.3 1995 Director Option 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 Independent Auditors (see page II-6).
24.1 Power of Attorney (see page II-4).