As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. ______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
CATALYTICA, INC.
(Exact name of issuer as specified in its charter)
______________________
DELAWARE 94-2262240
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(State of Incorporation) (I.R.S. Employer Identification Number)
430 Ferguson Drive
Mountain View, CA 94043-5272
(Address, including zip code, of Registrant's Principal Executive Offices)
______________________
WYCKOFF CHEMICAL COMPANY, INC. 1993 STOCK OPTION PLAN
WYCKOFF CHEMICAL COMPANY, INC. STOCK BONUS PLAN
(Full Title of Plan)
______________________
Dr. Ricardo B. Levy
President and Chief Executive Officer
Catalytica, Inc.
430 Ferguson Drive
Mountain View, CA 94043-5272
(650) 960-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copy to:
Barry E. Taylor, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
______________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
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Common Stock of the Registrant to be issued
upon exercise of options granted under the
Wyckoff Chemical Company, Inc. 1993 Stock
Option Plan....................................... 463,956 shares $ 5.80(2) $2,690,945 $ 748.08
Common Stock of the Registrant to be issued
pursuant to rights granted under the Wyckoff
Chemical Company, Inc. Stock Bonus Plan........... 2,718 shares $16.063(3) $ 43,659 $ 12.14
- ---------------------------------------------------------------------------------------------------------------------------------
TOTALS: 466,674 shares $21.863 $2,734,604 $ 760.22
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable upon exercise of options granted under
the Wyckoff Chemical Company, Inc. 1993 Stock Option Plan (the "1993 Plan")
and pursuant to rights granted under the Wyckoff Chemical Company, Inc.
Stock Bonus Plan (the "Bonus Plan") (collectively, the "Plans") by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in
an increase in the number of the outstanding shares of common stock of the
Registrant.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee. With respect to shares subject to
outstanding options to purchase common stock under the 1993 Plan, the
proposed maximum offering price per share is equal to the weighted average
exercise price of $5.80 per share.
(3) Computed in accordance with Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee. With respect to shares
issuable pursuant to rights under the Bonus Plan, the proposed maximum
offering price per share is $16.063, based on the closing price of the
Registrant's Common Stock on September 20, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by Catalytica, Inc., a Delaware
corporation ("Catalytica" or "Registrant"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed on March 30, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999, filed on May 14, 1999
and August 13, 1999, respectively.
3. The Registrant's Proxy Statement on Schedule 14A filed on April 30,
1999.
4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock which became effective on February 8, 1993,
as amended on November 19, 1996 and July 29, 1997, and any amendment
or report filed for the purpose of updating such description.
5. The Registrant's Amendment No. 1 to the Registration Statement on Form
S-4 relating to the acquisition of Wyckoff, filed on August 19, 1999.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date 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 into 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.
Certificate of Incorporation
Article 10 of Catalytica's certificate of incorporation provides that, to
the fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability:
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. for any breach of their duty of loyalty to the corporation or its
shareholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law, or
. for any transaction from which the director derived an improper
personal benefit.
Bylaws
Article VI of Catalytica's bylaws provides that Catalytica: (1) will
indemnify any person who was or is a party to any proceeding, whether civil,
criminal, administrative or investigative, arising out of the fact that he was
or is an agent of Catalytica and by reason of the fact that he is or was a
director or officer of the corporation or a predecessor corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, and
(2) may indemnify any person who was or is a party to any proceeding, whether
civil, criminal, administrative or investigative, arising out of the fact that
he was or is an agent of Catalytica, other than an action by or in the right of
the corporation by reason of the fact that he
. is or was an employee or agent of the corporation or a predecessor
corporation, or
. is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
proceeding.
Catalytica's bylaws also permit Catalytica to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the provisions of
Delaware law would permit indemnification. Catalytica currently maintains
liability insurance for its officers and directors.
Catalytica has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in Catalytica's
certificate of incorporation and bylaws. These agreements, among other things,
indemnify Catalytica's directors and officers for certain expenses incurred by
any such person in any action or proceeding, including any action by or in the
right of Catalytica, arising out of such person's services as a director or
officer of Catalytica, any subsidiary of Catalytica or any other company or
enterprise to which the person provides services at the request of Catalytica.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Wyckoff Chemical Company, Inc. 1993 Stock Option Plan.
4.2 Wyckoff Chemical Company, Inc. Stock Bonus Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with
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respect to the legality of the securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.4 Consent of BDO Seidman, LLP, Independent Accountants.
24.1 Power of Attorney (see the signature page hereto).
ITEM 9. UNDERTAKINGS.
(a) The 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 this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 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 Securities Exchange Act
of 1934 (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 into this 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 the 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 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 September 23,
1999.
CATALYTICA, INC.
By: /s/ Dr. Ricardo B. Levy
----------------------------------
Dr. 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 and Lawrence J. Briscoe,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
(including post-effective 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 each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Title
--------- ----- -----
/s/ Dr. Ricardo B. Levy President, Chief Executive Officer and Director September 23, 1999
- ------------------------------------ (Principal Executive Officer)
Dr. Ricardo B. Levy
/s/ Lawrence J. Briscoe Vice President, Finance and Administration and September 23, 1999
- ------------------------------------ Chief Financial Officer (Principal Financial and
Lawrence J. Briscoe Accounting Officer)
Chairman of the Board of Directors and Chief September __, 1999
- ------------------------------------ Strategic Officer
James A. Cusamano
/s/ Richard Fleming Director September 23, 1999
- ------------------------------------
Richard Fleming
/s/ Alan Goldberg Director September 23, 1999
- ------------------------------------
Alan Goldberg
/s/ Howard I. Hoffen Director September 23, 1999
- ------------------------------------
Howard I. Hoffen
/s/ Ernest Mario Director September 23, 1999
- ------------------------------------
Ernest Mario
/s/ John A. Urquhart Director September 23, 1999
- ------------------------------------
John A. Urquhart
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Wyckoff Chemical Company, Inc. 1993 Stock Option Plan.
4.2 Wyckoff Chemical Company, Inc. Stock Bonus Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.4 Consent of BDO Seidman, LLP, Independent Accountants.
24.1 Power of Attorney (See page 5).