SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Catalyst Semiconductor, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
148881-10-5
(CUSIP Number)
Attn: Paul B. Goucher
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017
(212) 850-1864
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2007
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
------------------------
CUSIP No. 148881-10-5 13D
------------------------
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1. NAME OF REPORTING PERSON
J. & W. Seligman & Co. Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
13-3043476
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 855,666
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
855,666
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,666
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14. TYPE OF REPORTING PERSON
IA, CO
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2
---------------------------------
CUSIP No. 148881-10-5 13D
---------------------------------
================================================================================
1. NAME OF REPORTING PERSON
Seligman Spectrum Focus (Master) Fund
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
98-0498128
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 855,666
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
855,666
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,666
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
3
---------------------------------
CUSIP No. 148881-10-5 13D
---------------------------------
================================================================================
1. NAME OF REPORTING PERSON
William C. Morris
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 855,666
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
855,666
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,666
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
4
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, no par value (the
"Common Shares"), of Catalyst Semiconductor, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive office is 2975 Stender Way, Santa
Clara, CA 94054.
Item 2. Identity and Background.
(a)-(c) This statement is filed on behalf of J. & W. Seligman & Co.
Incorporated, a Delaware corporation ("JWS"), Seligman Spectrum Focus (Master)
Fund, a Cayman Islands corporation ("SSF") and William C. Morris, controlling
shareholder of JWS ("Morris", and together with JWS and SSF, the "Reporting
Persons"). The Reporting Persons are filing jointly and the agreement among the
Reporting Persons to file jointly is attached hereto as Exhibit 1 and
incorporated herein by reference. The address of the principal business office
of JWS, Morris and each director and executive officer of JWS is 100 Park
Avenue, New York, NY 10017. The principal address of SSF is P.O. Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
JWS is an investment adviser and the name and present principal occupation or
employment of each director and executive officer of JWS is incorporated by
reference to JWS's Form ADV (File No. 801-15798) as filed with the Securities
Exchange Commission on May 8, 2007. Each director and executive officer of JWS
is a citizen of the United States, except Rodney G. D. Smith who is a citizen of
Great Britain.
SSF is a foreign investment company. The name, present principal occupation or
employment and citizenship of each director of SSF are listed below. SSF does
not have any officers. The business address for each is 100 Park Avenue, New
York, NY 10017
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Name of Directors of SSF Principal Occupation Citizenship
------------------------ -------------------- -----------
--------------------------------------------------------------------------------------------------------------
John J. Guancione Managing Director of JWS USA
--------------------------------------------------------------------------------------------------------------
Richard M. Potocki Managing Director of Seligman
Advisors, Inc. USA
--------------------------------------------------------------------------------------------------------------
Rodney G .D. Smith Director and Managing Director of JWS Great Britain
--------------------------------------------------------------------------------------------------------------
Brian T. Zino Director and President of JWS USA
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Morris is the Chairman of JWS and, as the owner of a majority of the outstanding
voting securities of JWS, may be deemed to beneficially own the shares reported
herein by JWS.
(d),(e) During the last five years, none of the Reporting Persons and none of
the directors and executive officers of JWS and SSF have been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Morris is citizen of the United States of America.
5
Item 3. Source and Amount of Funds or Other Consideration.
In acquiring the Common Shares reported herein, SSF expended approximately $3.1
million (including commissions) of its working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Shares beneficially owned by them for
investment purposes. The Reporting Persons expect to continually monitor and
re-evaluate their investments in the Common Shares.
JWS believes that the Issuer's business is profitable (on a non-GAAP basis) and
growing and that the Issuer's Common Shares are significantly undervalued. Based
upon the Issuer's enterprise value of $33.4 million(1) (excluding assets(2) of
$40.4 million), the Common Shares are currently trading at 0.4x Wall Street
estimates for the Issuer's 2008 fiscal year revenue. Excluding cash, cash
equivalents and short-term investments of $28.6 million,(2) the Common Shares
are currently trading at 0.6x Wall Street estimates for the Issuer's 2008 fiscal
year revenue.
In order to enhance shareholder value, JWS has recommended to the Issuer's Board
of Directors that the Issuer buyback one to two million Common Shares in
addition to the Common Shares that the Board has currently authorized the Issuer
to repurchase. JWS believes that the Issuer can accommodate a repurchase of its
Common Shares at the recommended level because it represents approximately 15%
to 29% of the Issuer's available cash, cash equivalents and short-term
investments of $28.6 million,(2) inclusive of an increase of $2.9 million during
its last fiscal quarter.(3) Additionally, JWS believes that the Issuer will
continue to generate cash from operations.
As part of this continuing process of monitoring their investment in the Common
Shares, representatives of the Reporting Persons may from time to time hold
talks or discussions with, write letters to and respond to inquiries from
various parties, including, without limitation, the Issuer's Board of Directors,
management or representatives, other shareholders and other persons or entities,
regarding the Issuer's affairs and strategic alternatives.
From time to time in the past, representatives of the Reporting Persons have
contacted members of the Issuer's management and Board of Directors in order to
communicate the views of the Reporting Persons as to how best to maximize
shareholder value. The initiatives that have been recommended by the Reporting
Persons for consideration by the Issuer's management and Board of Directors have
included instituting a share buy-back program, marketing securities of the
Issuer to investors and, ultimately, selling the Issuer to a strategic acquiror.
JWS is considering proposing a candidate for election to the Issuer's Board of
Directors through a submission to the Board's nominating committee and has
introduced, and may introduce in the future, candidates for consideration by the
Issuer for possible employment.
In the future, the Reporting Persons may undertake various actions or
initiatives from time to time. Subject to applicable law and regulation and
depending upon various factors, including, the financial
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(1) Based upon the Issuer's closing stock price of $4.20 as of June 21, 2007.
(2) Reflects $16.6 million of cash and cash equivalents, $12.0 million of
short-term investments and $11.7 million of property and equipment, net as of
April 29, 2007 as reported by the Issuer to the SEC in the Issuer's 8-K filing
on June 14, 2007.
(3) Based upon the increase of $2.9 million in the Issuer's cash, cash
equivalents and short-term investments balance from January 28, 2007 to April
29, 2007, as reported by the Issuer to the SEC in the Issuer's 10-Q filing on
March 9, 2007 and 8-K filing on June 14, 2007, respectively.
6
performance of the Issuer, the availability and price of Common Shares, and
other general market and investment conditions, those actions may include:
o acquiring additional Common Shares, through open market purchases or
otherwise;
o selling, trading, engaging in short selling of, hedging or entering into
any similar transactions with respect to the Common Shares, through open
market transactions or otherwise;
o seeking representation on the Board of Directors of the Issuer;
o making recommendations to the Board of Directors and management of the
Issuer concerning various business strategies, mergers, acquisitions,
dispositions, dividend policy, capital structure, share buybacks,
Certificate of Incorporation or Bylaws or other matters; or
o taking any other actions, including engaging or participating in
transactions, that could have the purpose or effect of directly or
indirectly changing or influencing control of the Issuer.
Such actions may take place at any time and without prior notice. Conversely, it
is possible that none of the courses of action described above will be pursued
by any Reporting Person.
Item 5. Interest in Securities of the Issuer.
(a), (b) Based upon the Issuer's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on March 9, 2007, there were 16,411,187
Common Shares issued and outstanding as of February 28, 2007. As to each
Reporting Person, Items (7)-(11) and (13) of their respective cover page are
incorporated herein by reference.
JWS and Morris do not directly own any shares of the Issuer. The shares of the
Issuer reported herein are directly owned by SSF; however, SSF has engaged JWS
as its investment adviser with discretionary authority to acquire, dispose and
vote the shares of the Issuer. JWS, as investment adviser to SSF, and Morris, as
JWS's controlling shareholder, may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the disposition
of) the Common Shares reported herein.
(c) The trading dates, number of Common Shares purchased or sold and the price
per share for all transactions by the Reporting Persons in the Common Shares
within the last 60 days, which were all brokered transactions, are set forth
below:
Number of Shares
Reporting Person Date Purchased / (Sold) Price Per Share
---------------- ---------- ------------------ ---------------
SSF 04/27/2007 200 3.75
SSF 04/30/2007 200 3.74
SSF 05/01/2007 300 3.75
SSF 05/10/2007 7,000 3.80
SSF 05/11/2007 4,000 3.80
SSF 05/11/2007 49,600 3.80
SSF 05/15/2007 7,300 3.74
SSF 05/24/2007 16,000 3.79
SSF 05/24/2007 2,447 3.80
SSF 05/25/2007 100 3.80
7
SSF 05/29/2007 22,700 3.88
SSF 05/29/2007 7,977 3.82
SSF 05/30/2007 7,200 3.81
SSF 05/31/2007 13,676 3.80
SSF 06/01/2007 800 3.83
SSF 06/05/2007 600 3.85
SSF 06/08/2007 35,000 4.01
SSF 06/12/2007 6,800.00 4.05
SSF 06/13/2007 18,700.00 4.04
SSF 06/14/2007 36,750.00 4.03
SSF 06/15/2007 33,853.00 3.98
SSF 06/18/2007 26,900 4.00
(d) No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
the Common Shares reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except for the matters described herein, no Reporting Person has any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
EXHIBIT DOCUMENT
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1 Joint Filing Agreement by and among the Reporting Persons, dated
June 22, 2007.
2 Power of Attorney, granted by William C. Morris relating to Schedule
13D and 13G filings, in favor of Frank J. Nasta, dated February 2,
1998
3 Certificate of Seligman Spectrum Focus (Master) Fund, dated June 15,
2007
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 2007
J. & W. SELIGMAN & CO. INCORPORATED
By /s/ Thomas G. Rose
--------------------------------
Name: Thomas G. Rose
Title: CFO
SELIGMAN SPECTRUM FOCUS (MASTER) FUND
By /s/ Lawrence P. Vogel
--------------------------------
Name: Lawrence P. Vogel
Title: Authorized Person
WILLIAM C. MORRIS
By Frank J. Nasta,
as attorney-in-fact for William C. Morris
/s/ Frank J. Nasta
----------------------------------
9
EXHIBIT INDEX
EXHIBIT DOCUMENT
------- --------
1 Joint Filing Agreement by and among the Reporting Persons, dated
June 22, 2007.
2 Power of Attorney, granted by William C. Morris relating to Schedule
13D and 13G filings, in favor of Frank J. Nasta, dated February 2,
1998
3 Certificate of Seligman Spectrum Focus (Master) Fund, dated June 15,
2007
10