UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 1997
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________to ______________.
Commission File No. 0-20966
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CATALYTICA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2262240
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
430 FERGUSON DRIVE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices)
(650) 960-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
As of August 26, 1998, there were outstanding 28,175,161 shares of the
registrant's Common Stock, par value $.001, which is the only class of common
stock of the registrant registered under Section 12(g) of the Securities Act of
1933. The Company also has outstanding 13,270,000 shares of Class A Common
Stock and 11,730,000 shares of Class B Common Stock which are convertible into
an equal number of shares of Common Stock.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
**3.1 Corrected Fourth Amended and Restated Certificate of
Incorporation of the Company
**4.1 Stock Purchase Warrant for 2,000,000 Shares of the
Registrants Common Stock dated July 31, 1997
**+10.1 Asset Purchase Agreement Among Glaxo Wellcome Inc. and
Catalytica Pharmaceuticals, Inc. and Catalytica, Inc.,
dated June 25, 1997*
+10.2 Supply Agreement Between Glaxo Wellcome Inc. and Catalytica
Pharmaceuticals, Inc., dated July 31, 1997
**10.3 Investment Agreement dated as of June 25, 1997 among Morgan
Stanley Capital Partners III, L.P., Morgan Stanley Capital
Investors, L.P., MSCP III 892 Investors, L.P. and
Catalytica, Inc.
**10.4 $200,000,000 Credit Agreement dated July 31, 1997, by and
among Catalytica, Inc., Catalytica Pharmaceuticals, Inc.
and The Chase Manhattan Bank
**10.5 Pledge Agreement
**10.6 Security Agreement
**27.1 Financial Data Schedule
------------
+ Confidential treatment has been granted as to certain portions of this
Agreement.
* The Company hereby undertakes to furnish supplementally a copy of any
omitted schedule of this agreement to the Commission upon request.
** Incorporated by reference to the exhibits filed with the Company's Report
on Form 10-Q for the quarter ended June 30, 1997.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended June 30,
1998.
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CATALYTICA, INC.
SIGNATURES
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 thereunto duly authorized.
Date: August 27, 1998
CATALYTICA, INC.
(Registrant)
/s/ Lawrence W. Briscoe
By: _________________________________
Lawrence W. Briscoe
Vice President and Chief
Financial Officer
Signing on behalf of the
registrant and as principal
financial officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
**3.1 Corrected Fourth Amended and Restated Certificate of Incorporation
of the Company
**4.1 Stock Purchase Warrant for 2,000,000 Shares of the Registrants
Common Stock dated July 31, 1997
**+10.1 Asset Purchase Agreement Among Glaxo Wellcome Inc. and Catalytica
Pharmaceuticals, Inc. and Catalytica, Inc., dated June 25, 1997*
+10.2 Supply Agreement Between Glaxo Wellcome Inc. and Catalytica
Pharmaceuticals, Inc., dated July 31, 1997
**10.3 Investment Agreement dated as of June 25, 1997 among Morgan Stanley
Capital Partners III, L.P., Morgan Stanley Capital Investors,
L.P., MSCP III 892 Investors, L.P. and Catalytica, Inc.
**10.4 $200,000,000 Credit Agreement dated July 31, 1997, by and among
Catalytica, Inc., Catalytica Pharmaceuticals, Inc. and The Chase
Manhattan Bank
**10.5 Pledge Agreement
**10.6 Security Agreement
**27.1 Financial Data Schedule
- ------------
+ Confidential treatment has been granted as to certain portions of this
Agreement.
* The Company hereby undertakes to furnish supplementally a copy of any
omitted schedule of this agreement to the Commission upon request.
** Incorporated by reference to the exhibits filed with the Company's Report
on Form 10-Q for the quarter ended June 30, 1997.
2