##### Table of Contents



---

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 1)


FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X]      Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended April 28, 2002

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 Number 0-21488

CATALYST SEMICONDUCTOR, INC.

(Exact name of Registrant as specified in its charter)


|                                                                        |  |                                               
|----------------------------------------------------------------------- |  | ----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 7-0083129
(I.R.S. Employer
Identification No.)

1250 Borregas Avenue, Sunnyvale, California 94089(Address of Principal Executive Offices)

Registrants telephone number, including area code: (408) 542-1000

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes  [X]   No[  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained to the
best of Registrants knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The aggregate market value of voting stock held by non-affiliates of
Registrant, as of July 19, 2002, was approximately $34 million (based upon the
closing bid for shares of Registrants Common Stock as reported by the Nasdaq
SmallCap Market for that date). Shares of Common Stock held by each officer,
director and holder of 5% or more of the outstanding Common Stock (including
shares with respect to which a holder has the right to acquire beneficial
ownership within 60 days) have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of Registrants Common Stock outstanding as of July 19, 2002 was 16,838,268.

DOCUMENTS INCORPORATED BY REFERENCE

None.



---

---





---

TABLE OF CONTENTS



|                  |                                                                          |  |  |  |  |  |  | 
|----------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III         
|                  | Item 11. Executive Compensation                                         
|PART IV          
|                  | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
|SIGNATURES       
|CERTIFICATIONS   
|INDEX TO EXHIBITS
|EXHIBIT 23.1     
|EXHIBIT 99.1     
|EXHIBIT 99.2     



---



##### Table of Contents



CATALYST SEMICONDUCTOR, INC.

PART III

|                                                                         |  |         |  | 
|------------------------------------------------------------------------ |  | ------- |  | 
|Item 11. Executive Compensation                                          |  | Page 2 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|PART
IV                                                                 
|                                                                        
|Item 14. Exhibits,
Financial Statement Schedules and Reports on Form 8-K |  | Page 7 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Signatures                                                               |  | Page 8 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Certifications                                                           |  | Page 9 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Index
to Exhibits                                                        |  | Page 11





---



##### Table of Contents



EXPLANATORY NOTE

The Registrant hereby amends and restates in their entirety Items 11 and 14 of
its Report on Form 10-K for the fiscal year ended April 28, 2002 as filed with
the Securities and Exchange Commission on July 29, 2002. Item 11 is being
amended and restated to correct certain data included in the Option Grants in
Fiscal 2001 table. Because we are otherwise amending this Report on Form
10-K, we are also amending Item 14 to add Exhibits 99.1 and 99.2 in connection
with the filing of this Report on Form 10-K/A. This Report on Form 10-K/A does
not otherwise reflect any event occurring subsequent to the filing of the
original Report on Form 10-K, or modify or update those disclosures in any way
other than as required to reflect the amendment and restatement of Items 11 and
14.




PART III




Item 11. Executive Compensation

The following table shows the compensation paid by us in Fiscal 2002, 2001
and 2000 to (i) our Chief Executive Officer and (ii) our four most highly
compensated officers other than the Chief Executive Officer who served as
executive officers at April 30, 2002 (collectively, Named Officers).

Summary Compensation Table

|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |             |        |              |       |            |   |            |   |         |         |   |         |           |   |   |   |   |     |     |     | 
|------------------ |  | --------------------------- | ---- | ---------- | ---- | --------- | ------- | ------------------- | ------- | ---------------------- | ------- | ----------- | ------- | ----------- | ------ | ------------ | ----- | ---------- | - | ---------- | - | ------- | ------- | - | ------- | --------- | - | - | - | - | --- | --- | --- | 
|                   |  |                             |      |            |      |           |         | Annual Compensation |         | Long Term Compensation |         |             |         |            
|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |            
|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |             |        |              |       |            |   | Awards     |   | Payouts |         |   |         |          
|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |             |        | Other        |       |            |   |            |   |         |         |  
|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |             |        | Annual       |       | Restricted |   | Securities |   |         |         |   |         | All Other
|Name and Principal |  | Fiscal                      |      |            |      |           |         |                     |         |                        |         | Compen-     |         | Stock       |        | Underlying   |       | LTIP       |   | Compensa- 
|Position           |  | Year                        |      | Salary ($) |      | Bonus ($) |         | sation ($)(1)       |         | Awards ($)             |         | Options (#) |         | Payouts ($) |        | tion ($) (2)
|                   |  |                             |      |            |      |           |         |                     |         |                        |         |             |         |             |        |             
|Radu M. Vanco      |  |                             | 2002 |            |      | $         | 344,500 |                     |         |                        |        |             |         | $           | 11,500 |              |       |            |  |            |   |         | 300,000 |   |         |           |  |   |   | $ | 253 |    
|                  
|                  
|                  
|                  
|                   |  | President, Chief            |      |            | 2001 |           |         |                     | 344,500 |                        |         | $           | 391,869 |             |        |              | 8,400 |            |   |            |  |         |         |   | 500,000 |           |   |   |  |   |     |     | 276 | 
|                  
|                  
|                  
|                  
|                   |  | Executive Officer and       |      | 2000       |      |           |         | 337,500             |         |                        |         | 422,500     |         |             |        | 8,400        |       |            |   |           |   |         |         |  |         |           |   |  |   |   |     | 288 |    
|                  
|                  
|                  
|                  
|                   |  | Chairman of the Board       |      |            |      |           |         |                     |         |                        |         |             |         |             |        |              |       |            |   |            |   |         |         |   |         |           |   |   |   |   |     |     |    
|                  
|                  
|                  
|                  
|Gelu Voicu         |  |                             | 2002 |            |      |           | 200,000 |                     |         |                        |        |             |         |             | 11,500 |              |       |            |  |            |   |         | 120,000 |   |         |           |  |   |   |   | 196 |    
|                   |  | Vice President, Engineering |      |            | 2001 |           |         |                     | 197,788 |                        |         |             | 160,417 |             |        |              | 8,400 |            |   |            |  |         |         |   | 100,000 |           |   |   |  |   |     |     | 276 | 
|                  
|                  
|                  
|                  
|                   |  | and Manufacturing           |      |            | 2000 |           |         |                     | 164,349 |                        |         |             | 157,500 |             |        |              | 1,400 |            |   |            |  |         |         |   |        |           |   |   |  |   |     |     | 288 | 
|                  
|                  
|                  
|                  
|Thomas E. Gay III  |  |                             | 2002 |            |      |           | 165,000 |                     |         |                        |        |             |         |             | 11,500 |              |       |            |  |            |   |         | 80,000  |   |         |           |  |   |   |   | 175 |    
|                  
|                  
|                  
|                  
|                   |  | Vice President, Finance and |      |            | 2001 |           |         |                     | 149,536 |                        |         |             | 133,058 |             |        |              | 8,400 |            |   |            |  |         |         |   | 75,000  |           |   |   |  |   |     |     | 251 | 
|                  
|                  
|                  
|                  
|                   |  | Administration and Chief    |      |            | 2000 |           |         |                     | 130,000 |                        |         |             | 97,500  |             |        |              | 5,600 |            |   |            |  |         |         |   |        |           |   |   |  |   |     |     | 288 | 
|                  
|                  
|                  
|                  
|                   |  | Financial Officer           |      |            |      |           |         |                     |         |                        |         |             |         |             |        |              |       |            |   |            |   |         |         |   |         |           |   |   |   |   |     |     |     | 
|                  
|                  
|                  
|                  
|Irvin W. Kovalik   |  |                             | 2002 |            |      |           | 157,165 |                     |         |                        |        |             |         |             | 11,500 |              |       |            |  |            |   |         | 80,000  |   |         |           |  |   |   |   | 493 |    
|                  
|                  
|                  
|                  
|                   |  | Vice President, Sales       |      |            | 2001 |           |         |                     | 156,923 |                        |         |             | 81,408  |             |        |              | 8,400 |            |   |            |  |         |         |   | 75,000  |           |   |   |  |   |     |     | 792 | 
|                  
|                  
|                  
|                  
|                   |  |                             | 2000 |            |      |           | 150,000 |                     |         |                        | 126,874 |             |         |             | 8,400  |              |       |            |  |            |   |         |        |   |         |           |  |   |   |   | 702 |    
|                  
|                  
|                  
|                  
|Barry Wiley        |  |                             | 2002 |            |      |           | 150,000 |                     |         |                        | 13,966  |             |         |             |       |              |       |            |  |            |   |         | 60,000  |   |         |           |  |   |   |   | 921 |    
|                  
|                  
|                  
|                  
|                   |  | Vice President,             |      |            | 2001 |           |         |                     | 150,000 |                        |         |             | 8,885   |             |        |              |      |            |   |            |  |         |         |   | 50,000  |           |   |   |  |   |     |     | 792 | 
|                  
|                  
|                  
|                  
|                   |  | Marketing                   |      |            | 2000 |           |         |                     | 90,196  |                        |         |             |        |             |        |              |      |            |   |            |  |         |         |   |        |           |   |   |  |   |     |     |    | 



---

|(1) |  | Amounts included under Other Annual Compensation represent the dollar
value of car allowances paid by us for the benefit of such Named Officer
for Fiscal 2002, 2001 and 2000.                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Amounts included under All Other Compensation represent the dollar
value of term life insurance premiums paid by us for the benefit of such
Named Officer for Fiscal 2002, 2001 and 2000 as follows: Mr. Vanco  $253,
$276 and $288 respectively for life insurance; Mr. Voicu  $196, $276 and
$288 respectively for life insurance; Mr. Gay  $175, $251 and $288
respectively for life insurance; Mr. Kovalik  $493, $792 and $702
respectively for life insurance; and Mr. Wiley  $921, $792 and $0
respectively for life insurance.

Employee Benefit Plans

Each current Named Officer is entitled to participate in our Stock Option
Plan (Option Plan). The Option Plan provides for the grant of options, stock
purchase rights, Stock Appreciation Rights (SARs) and long-term performance
awards.

The following table sets forth certain information with respect to stock
options granted during Fiscal 2002 to the Named Officers. No SARs were granted
in Fiscal 2002. In accordance with the rules of the Securities and Exchange
Commission, also shown below is the potential realizable value over the term of
the option (the period from the grant date to the expiration date) based on
assumed rates of stock appreciation from the option exercise price of 5% and
10%, compounded annually. These amounts are based on certain assumed rates of
appreciation and





---



##### Table of Contents



do not represent our estimate of future stock price. Actual gains, if any,
on stock option exercises will be dependent on the future performance of the
Common Stock.

Option Grants in Fiscal 2002

|                  |  |                      |         |                                    |  |                  |      |            |  |        |      |         |  |                               |           |  |  |   |         |  |  |   |         | 
|----------------- |  | -------------------- | ------- | ---------------------------------- |  | ---------------- | ---- | ---------- |  | ------ | ---- | ------- |  | ----------------------------- | --------- |  |  | - | ------- |  |  | - | ------- | 
|                  |  |                      |         |                                    |  |                  |      |            |  |        |      |         |  | Potential Realizable Value at
|                  |  |                      |         |                                    |  |                  |      |            |  |        |      |         |  | Assumed Annual Rates of Stock
|                  |  | Individual Grants(1) |         | Price Appreciation for Option Term
|                  |  |                      |         |                                   
|                  |  |                      |         |                                    |  | Percent of Total |      |            |  |        |      |         |  |                               |           |  |  |   |         |  |  |  
|                  |  | Number of            |         | Options                            |  |                  |      |            |  |        |      |         |  |                               |           |  |  |   |         | 
|                  |  | Securities           |         | Granted to                         |  | Exercise         |      |            |  |        |      |         |  |                               |           |  |  |  
|                  |  | Underlying           |         | Employees in                       |  | or Base          |      | Expiration |  |        |      |         |  |                               |           | 
|Name              |  | Options Granted (#)  |         | Fiscal Year (2)                    |  | Price ($/SH)     |      | Date       |  | 5% ($) |      | 10% ($)
|                  |  |                      |         |                                    |  |                  |      |            |  |        |      |        
|Radu M. Vanco     |  |                      | 300,000 |                                    |  |                  | 18.3 | %          |  | $      | 1.73 |         |  |                               | 9/26/2011 |  |  | $ | 385,037 |  |  | $ | 920,527 | 
|                 
|                 
|                 
|                 
|Gelu Voicu        |  |                      | 120,000 |                                    |  |                  | 7.3  |            |  | $      | 1.73 |         |  |                               | 9/26/2011 |  |  |   | 154,015 |  |  |   | 368,211 | 
|                 
|                 
|                 
|                 
|Thomas E. Gay III |  |                      | 80,000  |                                    |  |                  | 4.9  |            |  | $      | 1.73 |         |  |                               | 9/26/2011 |  |  |   | 102,676 |  |  |   | 245,474 | 
|                 
|                 
|                 
|                 
|Irv Kovalik       |  |                      | 80,000  |                                    |  |                  | 4.9  |            |  | $      | 1.73 |         |  |                               | 9/26/2011 |  |  |   | 102,676 |  |  |   | 245,474 | 
|                 
|                 
|                 
|                 
|Barry Wiley       |  |                      | 60,000  |                                    |  |                  | 3.7  |            |  | $      | 1.73 |         |  |                               | 9/26/2011 |  |  |   | 77,007  |  |  |   | 184,105 | 



---

|(1) |  | No Stock Appreciation Rights were granted to the Named Executive Officers
in Fiscal 2002. The options granted in Fiscal 2002 vest 1/3rd on the date
of grant and the remaining 2/3rd vest ratably each month over the next
36-month period. The options have a 10-year term, but are subject to
earlier termination in connection with a termination of employment. See
also Employment Agreements and Change-in-Control Arrangements for a
description of certain acceleration provisions which may be applicable to
these options under certain circumstances.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | We granted stock options representing 1,643,500 shares to employees in
Fiscal 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

The following table sets forth information with respect to options
exercised in Fiscal 2002 by the Named Officers and the value of unexercised
options at April 30, 2002.

Aggregate Option Exercises in Fiscal 2002 and Fiscal Year-End Option Values

|                 |  |                 |         |              |  |             |           |               |  |                                 |         |                         |  |  |         |  |  |   |         |  |  |   |         | 
|---------------- |  | --------------- | ------- | ------------ |  | ----------- | --------- | ------------- |  | ------------------------------- | ------- | ----------------------- |  |  | ------- |  |  | - | ------- |  |  | - | ------- | 
|                 |  |                 |         |              |  |             |           |               |  | Number of Securities Underlying |         | Value of Unexercised   
|                 |  |                 |         |              |  |             |           |               |  | Unexercised Options at          |         | In-the-Money Options at
|                 |  |                 |         |              |  |             |           |               |  | April 30, 2002 (#)              |         | April 30, 2002(1)      
|                 |  | Shares Acquired |         | Value        |  |             |           |              
|Name             |  | on Exercise (#) |         | Realized ($) |  | Exercisable |           | Unexercisable |  | Exercisable                     |         | Unexercisable          
|                 |  |                 |         |              |  |             |           |               |  |                                 |         |                        
|Radu M. Vanco    |  |                 | 695,942 |              |  | $           | 1,851,340 |               |  |                                 | 249,651 |                         |  |  | 635,073 |  |  | $ | 134,495 |  |  | $ | 618,224 | 
|                
|                
|                
|                
|Gelu Voicu       |  |                 | 200,000 |              |  |             | 533,000   |               |  |                                 | 158,031 |                         |  |  | 189,969 |  |  |   | 178,925 |  |  |   | 158,125 | 
|                
|                
|                
|                
|Thomas E Gay III |  |                 | 0       |              |  |             | 0         |               |  |                                 | 270,157 |                         |  |  | 139,843 |  |  |   | 560,135 |  |  |   | 140,715 | 
|                
|                
|                
|                
|Irv Kovalik      |  |                 | 25,000  |              |  |             | 97,775    |               |  |                                 | 133,908 |                         |  |  | 146,092 |  |  |   | 195,669 |  |  |   | 157,431 | 
|                
|                
|                
|                
|Barry Wiley      |  |                 | 0       |              |  |             | 0         |               |  |                                 | 109,359 |                         |  |  | 142,641 |  |  |   | 150,321 |  |  |   | 169,479 | 



---

|(1) |  | Represents the per share market price at fiscal year end ($2.80) less
the exercise price per share. For purposes of this calculation, the
fiscal year end market price of the shares is deemed to be the closing
sale price of our Common Stock as reported on the Nasdaq SmallCap Market
on April 26, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents



Compensation of Directors

During the first two quarters of Fiscal 2002, our non-employee directors,
currently consisting of Messrs. Allan, Duchâtelet, Montgomery and Possley and
Ms. Butitta, each received quarterly fees in an amount equal to $6,250 for each
quarter (or $25,000 on an annualized basis) in which they attended a Board
meeting (with the exception of our lead independent director, Mr. Possley, who
received a fee of $12,500 per quarter (or $50,000 on an annualized basis)),
plus $2,500 per each Board meeting attended and $1,000 for each committee
meeting attended which was scheduled on a date other than a Board meeting date.
During the third and fourth quarters of Fiscal 2002, the Board reduced the
director fees to a flat fee of $7,500 per quarter (with the exception of the
lead independent director fee which is $13,750 per quarter). Our directors are
also reimbursed for reasonable out-of-pocket expenses incurred in connection
with attendance at such meetings.

Each of our non-employee directors is entitled to participate in our 1993
Director Stock Option Plan (Director Option Plan) by receiving automatic annual
grants of our Common Stock. Each of our non-employee directors received a
grant of an option to purchase 15,000 shares on May 1, 2001 under the Director
Option Plan and each such director was also granted an option to purchase
10,000 shares of our Common Stock on May 3, 2001 pursuant to our 1998 Special
Equity Incentive Plan. Additionally, on September 27, 2001, each non-employee
director was granted an option to purchase 50,000 shares of our Common Stock
pursuant to the 1998 Special Equity Incentive Plan, which options were granted
in lieu of the automatic annual grant that each such director would have
received on May 1, 2002. All options granted prior to May 1, 2000 under the
Director Option Plan are subject to cumulative yearly vesting as to one-third
of the total grant on each anniversary of the date of grant and terminate five
years from the date of grant unless terminated sooner upon termination of the
optionees status as a director or otherwise pursuant to the Director Option
Plan. Grants made under the Director Option Plan subsequent to May 1, 2000 are
subject to monthly vesting for a period of thirty-six months and terminate ten
years from the date of grant unless terminated sooner upon termination of the
optionees status as a director or otherwise pursuant to the Director Option
Plan. The grants made on September 27, 2001 from the 1998 Special Equity
Incentive Plan vested one-third immediately with the balance vesting monthly
over the ensuing 36 months. Under the terms of our Director Option Plan and
pursuant to Change of Control Agreements entered into or to be entered into
with our non-employee directors, all outstanding options (under the Director
Options Plan, the 1998 Special Equity Incentive Plan or otherwise) that are
unvested on the date of the change of control will automatically become fully
exercisable and vested and will remain exercisable until the earlier of three
years after the change of control or the expiration of the options term.

Employment Contracts and Change-in-Control Arrangements

We entered into an employment agreement with Mr. Vanco in May 1998. This
agreement has a four-year term which commenced effective as of August 1, 1998
and will expire effective as of July 31, 2002. We are currently in
negotiations with Mr. Vanco with respect to entering into a new employment
agreement. We entered into severance agreements with each of our executive
officers as follows: Mr. Gay in June 1998, Mr. Kovalik in May 1999, Mr. Wiley
in September 1999, Mr. Voicu in April 2001 and Mr. Sorin Georgescu, our Vice
President of Technology in November 2001. The severance agreements with Mssrs.
Gay, Kovalik and Wiley were extended through the end of April 2003 pursuant to
an Extension to Severance Agreement entered into with each such officer
effective as of February 2002. These agreements entitle such officers to
certain severance payments in the event of a termination as a result of a
merger, sale or change in ownership of Catalyst (Change of Control) and certain
other benefits upon any involuntary termination by us without cause
(Involuntary Termination). Pursuant to the terms and conditions of the
employment and severance agreements described above, such individuals will
receive the following benefits:

(a)  Mr. Vanco  for an Involuntary Termination following a Change of
Control he shall receive severance payments equal to one times his current
compensation (base salary plus bonus accrued in the year of termination) if
terminated; for an Involuntary Termination apart from a Change of Control he
shall receive a severance payment equal to his current compensation; upon a
Change of Control or his death or Involuntary Termination, all stock options
become immediately vested and remain exercisable for a period of three years
following any such death or Involuntary Termination;





---



##### Table of Contents



(b)  Mr. Voicu  for an Involuntary Termination following a Change of
Control he shall receive a severance payment equal to one hundred percent
(100%) of his current compensation (base salary plus bonus accrued in the year
of termination); and all unvested stock options become immediately vested and
remain exercisable for a period of three years following such termination; for
an Involuntary Termination apart from a Change of Control he shall receive a
severance payment equal to fifty percent (50%) of his current compensation; and
all vested stock options remain exercisable for a period of one year following
such Involuntary Termination (or his death); and

(c)  Messrs. Gay, Georgescu, Kovalik and Wiley  for an Involuntary
Termination following a Change of Control, each shall receive a severance
payment equal to fifty percent (50%) of his annual salary and all unvested
stock options become immediately vested and remain exercisable for a period of
three years following such termination; for an Involuntary Termination apart
from a Change of Control each shall receive a severance payment equal to
twenty-five percent (25%) of his annual salary and all vested stock options
remain exercisable for a period of one year following such Involuntary
Termination (or his death).

For the purposes of determining the severance payments described above, salary
is generally defined as the annual salary payable to an officer for the fiscal
year in which such officers termination occurs plus any guaranteed bonus.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of our Board of Directors. During
Fiscal 2002, Messrs. Allan and Possley and Ms. Butitta served as the members of
the Compensation Committee of the Board of Directors. Mr. Vanco participated
in the Boards final approval of executive compensation matters (except as to
those matters pertaining to his own compensation and with respect to
equity grants to the Named Officers).

Board Compensation Committee Report On Executive Compensation

The following is a report of the Compensation Committee of our Board of
Directors (Committee) describing the compensation philosophy and policies
applicable to our executive officers with respect to the compensation paid to
such officers during Fiscal 2002. The actual compensation paid to the Named
Officers during Fiscal 2002 is shown in the Summary Compensation Table.

The Committee is responsible for reviewing and approving our compensation
policies and the actual compensation paid to our executive officers. At the end
of Fiscal 2002, the Committee was comprised of three (3) of the non-employee
directors, Messrs. Allan and Possley and Ms. Butitta.

Compensation Philosophy. The general philosophy of our compensation
program is to offer our Chief Executive Officer and other executive officers
competitive compensation packages based upon both our performance as well as
the individuals performance and contributions. Our compensation policies are
intended to motivate and reward highly qualified executives for long-term
strategic management and the enhancement of stockholder value, to support a
performance-oriented environment that rewards achievement of our specific
internal goals and to attract and retain executives whose abilities are
critical to our long-term success and competitiveness. This is further subject
to our financial condition and results of operations. Our compensation program
is comprised of three main components, Base Salary, Bonus Plan and Stock
Options.

Base Salary. Base salary for executive officers is set annually by
reviewing the competitive pay practices of comparable companies, the skills and
performance level of the individual executives and our needs.

Bonus Plan. Our officers are eligible for bonuses under the terms of
individual bonus arrangements. When bonuses are given, they are based upon our
performance and financial condition, the individuals achievement of specific
corporate goals as well as the individuals experience and contributions to our
success. During Fiscal 2002, as a result of our performance, none of our
executive officers received a bonus.





---



##### Table of Contents



Stock Options. The Committee believes that stock options provide
additional incentives to officers to work toward maximizing stockholder value.
The Committee views stock options as one of the more important components of
our long-term, performance-based compensation philosophy. These options are
provided through initial grants at or near the date of hire and through
subsequent periodic grants based upon performance and promotions, as well as
additional grants to provide continuing motivation as earlier grants vest in
full. Options granted by us to our executive officers and other employees have
exercise prices equal to fair market value at the time of grant and, generally,
vest over a four-year period.

Severance Arrangements. See Item 13. Certain Relationships and Related
Transactions for a description of severance arrangements for certain executive
officers.

Compensation for the Chief Executive Officer. Mr. Vancos base salary was
established at a level which the Committee determined to be similar to the
amounts paid by comparably sized and comparably performing companies. Effective
May 1, 2000, Mr. Vancos base annual salary was increased to $344,500.

The Committee considers equity based compensation, in the form of stock
options, to be an important component of a Chief Executive Officers
compensation. These grants are intended to motivate leadership for our
long-term growth and profitability. Options to purchase 300,000 shares of our
Common Stock were granted to Mr. Vanco in Fiscal 2002.

Tax Deductibility of Executive Compensation. The Committee has considered
the potential impact of Section 162(m) of the Internal Revenue Code adopted
under the federal Revenue Reconciliation Act of 1993. This Section disallows a
tax deduction for any publicly-held corporation for individual compensation
exceeding $1,000,000 in any taxable year for any of the executive officers
named in the Proxy Statement, unless compensation is performance-based. The
Committee has studied the impact of Section 162(m) on our Option Plan and
believes that options granted under or equity compensation plans to our
officers will meet the requirements for qualifying as performance-based. The
Committee therefore believes that Section 162(m) will not affect the tax
deductions available to us with respect to the compensation of our executive
officers. It is the Committees policy to qualify, to the extent reasonable,
our executive officers compensation for deductibility under applicable tax
law. However, if competitive or business circumstances warrant we may in the
future pay compensation to our executive officers that may not be deductible.



| | THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
| | ----------------------------------------------------



| | Cynthia M. Butitta, Lionel M. Allan
and Glen G. Possley
| | -------------------------------------------------------





---



##### Table of Contents



Performance Graph

The following line graph compares the annual percentage change in the
cumulative total stockholder return for our Common Stock with the S&P 500 Index
and the S&P Electronics (Semiconductors) Index for the period commencing April
30, 1997 and ending on April 30, 2002. The graph assumes that $100 was invested
on April 30, 1997 and that all dividends are reinvested. Historic stock price
performance should not necessarily be considered indicative of future stock
price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL
RETURN* AMONG CATALYST SEMICONDUCTOR, INC., THE S & P 500
INDEX  AND THE S & P SEMICONDUCTORS INDEX

(GRAPH)

*$100 invested on 4/30/97 in stock or
index-including reinvestment of dividends. Fiscal year ending
April 30. Copyright © 2002, Standard & Poors, a
division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

|                                   |  |                         |        |         |  |         |        |         |  |         |        |         |  |   |        |  |  |   |        |  |  |   |        | 
|---------------------------------- |  | ----------------------- | ------ | ------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|                                   |  | Cumulative Total Return
|                                   |  |                        
|                                   |  | 4/30/97                 |        | 4/30/98 |  | 4/30/99 |        | 4/30/00 |  | 4/30/01 |        | 4/30/02
|                                   |  |                         |        |         |  |         |        |         |  |         |        |        
|Catalyst Semiconductor, Inc.       |  | $                       | 100.00 |         |  | $       | 48.15  |         |  | $       | 17.78  |         |  | $ | 451.85 |  |  | $ | 250.67 |  |  | $ | 165.93 | 
|                                  
|                                  
|                                  
|                                  
|S & P 500                          |  |                         | 100.00 |         |  |         | 141.07 |         |  |         | 171.85 |         |  |   | 189.26 |  |  |   | 164.71 |  |  |   | 143.91 | 
|                                  
|                                  
|                                  
|                                  
|S & P Electronics (Semiconductors) |  |                         | 100.00 |         |  |         | 105.81 |         |  |         | 155.01 |         |  |   | 368.00 |  |  |   | 172.41 |  |  |   | 140.72 | 





---



##### Table of Contents



Notwithstanding anything to the contrary set forth in any our previous
filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, which might incorporate future filings made
by us under those statutes, the preceding Report of the Compensation Committee
of the Board of Directors on Executive Compensation, the Audit Committee Report
and the Performance Graph are not to be incorporated by reference into any of
those previous filings; nor is such report or graph to be incorporated by
reference into any future filings which we may make under those statutes.




PART IV




Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K



|(a)(1) |  | Financial Statements                                                                                                                            
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|      
|       |  | See Index to Consolidated Financial Statements on page F-1 hereof.                                                                              
|      
|(a)(2) |  | Financial Statement Schedules                                                                                                                   
|      
|       |  | Schedule II  Valuation and Qualifying Accounts.                                                                                                
|      
|       |  | All other schedules are omitted because they are not required or the
required information is shown in the financial statements or notes
thereto.
|      
|(b)    |  | Reports on Form 8-K                                                                                                                             

Catalyst filed one report on Form 8-K filed during the quarter ended April
30, 2002 to report the repurchase of shares of its common stock from Elex NV.



|(c) |  | Exhibits
|--- |  | --------

The exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this Report on Form 10-K/A (Amendment No.
1).





---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

| |  |                              |  |                                                                                                                  
| |  | ---------------------------- |  | -----------------------------------------------------------------------------------------------------------------
| |  | CATALYST SEMICONDUCTOR, INC.
|
|
|
|
| |  |                              |  |                                                                                                                  
|
|
|
|
| |  | By:                          |  | /s/ Thomas E. Gay III

Thomas E. Gay III
Vice President of Finance and
Administration and Chief Financial Officer

Date: November 14, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on November 14, 2002.

|                                                         |  |                                                                                                                       
|-------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Signature                                                |  | Title                                                                                                                 
|                                                         |  |                                                                                                                       
|/s/ Gelu VoicuGelu Voicu                                 |  | President, Chief Executive Officer and Director
(Principal Executive Officer)                                         
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|/s/ Thomas E. Gay IIIThomas E. Gay III                   |  | Vice President of Finance and
Administration and Chief Financial Officer
(Principal Financial  and Accounting Officer)
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Lionel M. Allan*Lionel M. Allan                          |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Cynthia M. Butitta*Cynthia M. Butitta                    |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Roland M. Duchâtelet*Roland M. Duchâtelet                |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Henry C. Montgomery*Henry C. Montgomery                  |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Glen G. Possley*Glen G. Possley                          |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|Radu M. Vanco*Radu M. Vanco                              |  | Director                                                                                                              
|                                                        
|                                                         |  |                                                                                                                       
|                                                        
|*/s/ Thomas E. Gay IIIThomas E. Gay III,Attorney-in-Fact |  |                                                                                                                       





---



##### Table of Contents






CERTIFICATIONS

I, Gelu Voicu, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-K/A of Catalyst
Semiconductor, Inc.;                                                                                                                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and

Date: November 14, 2002

| |  |                                                                              
| |  | -----------------------------------------------------------------------------
| |  | /s/ Gelu Voicu                                                               
| |  |                                                                              
| |  | Gelu Voicu
President and Chief Executive
Officer(Principal Executive Officer)





---



##### Table of Contents



I, Thomas E. Gay, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-K/A of Catalyst
Semiconductor, Inc.;                                                                                                                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and

Date: November 14, 2002

| |  |                                                                       
| |  | ----------------------------------------------------------------------
| |  | /s/ Thomas E. Gay III                                                 
| |  |                                                                       
| |  | Thomas E. Gay III
Chief Financial Officer(Principal Financial Officer)





---



##### Table of Contents






INDEX TO EXHIBITS

|        |  |  |      |   |  |                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  |  | ---- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |  |      |   |  |                                                                                                                                                                                                                                                                                                                                                                                  
|No.     |  |  |      |   |  | Description                                                                                                                                                                                                                                                                                                                                                                      
|        |  |  |      |   |  |                                                                                                                                                                                                                                                                                                                                                                                  
|3.2     |  |  | (11) |   |  | Restated Certificate of Incorporation of Registrant.                                                                                                                                                                                                                                                                                                                             
|3.4     |  |  | (10) |   |  | Bylaws of Registrant.                                                                                                                                                                                                                                                                                                                                                            
|4.1     |  |  | (5)  |   |  | Preferred Shares Rights Agreement, dated as of December 3, 1996,
between Catalyst
Semiconductor, Inc. and First National Bank of Boston, including
the Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock, the Form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C respectively.
|4.2     |  |  | (19) |   |  | Amendment No. 1 to Preferred Shares Rights Agreement dated as of May
22, 1998 between
Registrant and BankBoston, N. A., as rights agent.                                                                                                                                                                                                                                         
|4.3     |  |  | (19) |   |  | Amendment No. 2 to Preferred Shares Rights Agreement dated as of
September 14, 1998 between
Registrant and BankBoston, N. A., as rights agent.                                                                                                                                                                                                                                   
|4.4     |  |  | (18) |   |  | Amendment No. 3 to Preferred Shares Rights Agreement dated as of
September 27, 2001 between Registrant and
EquiServe Trust Company N.A., as rights agent.                                                                                                                                                                                                                        
|4.5     |  |  | (19) |   |  | Amendment No. 4 to Preferred Shares Rights Agreement dated as of July
17, 2002 between Registrant and
EquiServe Trust Company N.A., as rights agent.                                                                                                                                                                                                                             
|10.7    |  |  | (11) | * |  | Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                               
|10.8    |  |  | (16) | * |  | 1993 Employee Stock Purchase Plan.                                                                                                                                                                                                                                                                                                                                               
|10.9    |  |  | (16) | * |  | 1993 Director Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                 
|10.12   |  |  | (1)  |   |  | Distributor Agreement dated February 1990 between Arrow Electronics,
Inc. and Registrant.                                                                                                                                                                                                                                                                                        
|10.15   |  |  | (1)  |   |  | Irrevocable License Agreement dated May 8, 1988 between Seiko
Instruments, Inc. and
Registrant.                                                                                                                                                                                                                                                                                  
|10.16   |  |  | (1)  |   |  | 64 KBIT CMOS EEPROM, 1M BIT CMOS EEPROM and 256 KBIT CMOS EEPROM
Consulting and Design Work Agreement dated March 26, 1986 between
OKI Electric Industry Co., Ltd. and the Registrant.                                                                                                                                                                                           
|10.17   |  |  | (1)  |   |  | FLASH EEPROM Development and License Agreement dated July 18, 1988
between OKI
Electric Co., Ltd. and Registrant.                                                                                                                                                                                                                                                                
|10.27   |  |  | (1)  | * |  | Form of Indemnification Agreement entered into by Registrant with each
of its directors and
executive officers.                                                                                                                                                                                                                                                                  
|10.34   |  |  | (2)  |   |  | Wafer Supply Agreement dated February 24, 1995 between OKI Electric
Industry Co., Ltd. and
the Registrant.                                                                                                                                                                                                                                                                       
|10.36   |  |  | (3)  |  |  | License Agreement dated August 18, 1995 between Intel Corporation and
Registrant.                                                                                                                                                                                                                                                                                                
|10.38   |  |  | (4)  |   |  | Standard Industrial Lease dated March 22, 1996 between Marin County
Employees Retirement
Association and Registrant.                                                                                                                                                                                                                                                             
|10.39   |  |  | (4)  |  |  | Master Agreement dated February 7, 1996 between United
Microelectronics Corporation and the Registrant.                                                                                                                                                                                                                                                                          





---



##### Table of Contents



|        |  |  |      |   |  |                                                                                                                                                                                        
|------- |  |  | ---- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |  |      |   |  |                                                                                                                                                                                        
|No.     |  |  |      |   |  | Description                                                                                                                                                                            
|        |  |  |      |   |  |                                                                                                                                                                                        
|10.41   |  |  | (4)  |  |  | Amendment dated May 20, 1996 to the Wafer Supply Agreement dated
February 24, 1994
between OKI Electric Industry Co., Ltd. and Registrant.                                             
|10.49   |  |  | (6)  |   |  | Loan and Security Agreement dated June 19, 1997 between Coast
Business Credit, a division of
Southern Pacific Thrift & Loan Association (Coast) and Registrant.                        
|10.51   |  |  | (6)  |   |  | Commercial Security Agreement dated April 1, 1998 between Registrant
and Oki Electric Industry
Co., Ltd.                                                                               
|10.52   |  |  | (6)  |   |  | Wafer Purchase Agreement dated March 23, 1998 between Registrant and
Trio-Tech International
PTE LTD with Variation Agreement dated April 16, 1998 between
Registrant and Trio-Tech.   
|10.59   |  |  | (6)  | * |  | Severance Agreement dated June 1, 1998 between Thomas E. Gay III and
Registrant.                                                                                                       
|10.61   |  |  | (6)  |   |  | Common Stock Purchase Agreement dated as of May 26, 1998 between
Registrant and Elex N. V.
(Elex) with Standstill Agreement dated as of May 26, 1998 between
Registrant and Elex.      
|10.62   |  |  | (6)  |   |  | Letter Agreement dated August 6, 1998 between Coast and Registrant
concerning default and forbearance under the Companys bank agreements.                                             
|10.63   |  |  | (7)  | * |  | Agreement dated August 14, 1995 between Registrant and Lionel M.
Allan (Amendment).                                                                                                    
|10.64   |  |  | (8)  |   |  | Common Stock Purchase Agreement dated as of September 14, 1998
between Registrant and Elex
NV with Standstill Agreement dated as of September 14, 1998 between
Registrant and Elex, NV.
|10.65   |  |  | (8)  |   |  | Letter Agreement dated September 21, 1998 between Coast Business
Credit and Registrant
concerning forbearance under the Companys Bank Agreement.                                      
|10.67   |  |  | (12) | * |  | Modification dated January 1, 1999 of Consulting Agreement dated
August 14, 1995 between the
Company and Allan Advisors, Inc.                                                          
|10.68   |  |  | (13) |   |  | Amendment No. One to Loan and Security Agreement dated as of April 21,
1999 between
Registrant and Coast Business Credit, a division of Southern Pacific
Bank.                         
|10.69   |  |  | (16) |   |  | 1998 Special Equity Incentive Plan.                                                                                                                                                    
|10.70   |  |  | (14) | * |  | Employment Agreement dated August 18, 1998 between Radu Vanco and
Registrant.                                                                                                          
|10.71   |  |  | (14) | * |  | Severance Agreement dated May 11, 1999 between Irv Kovalik and
Registrant.                                                                                                             
|10.72   |  |  | (15) | * |  | Severance Agreement dated May 11, 1999 between Frank Reynolds and
Registrant.                                                                                                          
|10.73   |  |  | (15) | * |  | Consulting Agreement dated January 1, 2000 between Hideyuki Tanigami
and Registrant.                                                                                                   
|10.74   |  |  | (15) | * |  | Amendment to Consulting Agreement dated June 23, 2000 between Hideyuki
Tanigami and Registrant.                                                                                        
|10.75   |  |  | (17) | * |  | Extension of Consulting Agreement dated June 7, 2001 between Allan
Advisors, Inc. and Registrant.                                                                                      
|10.76   |  |  | (17) | * |  | Severance Agreement dated September 21, 1999 between Barry Wiley and
Registrant.                                                                                                       
|10.77   |  |  | (19) | * |  | Severance Agreement dated April 26, 2001 between Gelu Voicu and
Registrant.                                                                                                            





---



##### Table of Contents



|        |  |  |      |   |  |                                                                                                                        
|------- |  |  | ---- | - |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |  |      |   |  |                                                                                                                        
|No.     |  |  |      |   |  | Description                                                                                                            
|        |  |  |      |   |  |                                                                                                                        
|10.78   |  |  | (19) | * |  | Severance Agreement dated November 8, 2001 between Sorin Georgescu and
Registrant.                                     
|10.79   |  |  | (19) | * |  | Extension to Severance Agreement dated as of February 27, 2002 between
Thomas E. Gay and Registrant.                   
|10.80   |  |  | (19) | * |  | Extension to Severance Agreement dated as of February 27, 2002 between
Irv Kovalik and Registrant.                     
|10.81   |  |  | (19) | * |  | Extension to Severance Agreement dated as of February 27, 2002 between
Barry Wiley and Registrant.                     
|10.82   |  |  | (19) | * |  | Extension to Severance Agreement dated as of February 27, 2002 between
Frank Reynolds and Registrant.                  
|10.83   |  |  | (18) |   |  | Stock Purchase Agreement dated April 19, 2002 between Elex NV and
Registrant.                                          
|10.84   |  |  | (19) |   |  | Form of Change of Control Agreement between Registrant and its
non-employee directors.                                 
|21.1    |  |  | (1)  |   |  | List of Subsidiaries of Registrant.                                                                                    
|23.1    |  |  |      |   |  | Consent of Independent Accountants.                                                                                    
|99.1    |  |  |      |   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|99.2    |  |  |      |   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.



---

|(1)  |  | Incorporated by reference to Registrants Registration Statement on Form
S-1 filed with the Commission on May 11, 1993 (File No. 33-60132), as
amended.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(2)  |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended March 31, 1995.                                                           
|    
|    
|    
|    
|(3)  |  | Incorporated by reference to Registrants Form 10-Q filed for the quarter
ended September 30, 1995.                                                    
|    
|    
|    
|    
|(4)  |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended April 30, 1996.                                                           
|    
|    
|    
|    
|(5)  |  | Incorporated by reference to Exhibit 1 to Registrants Form 8-A filed on
January 22, 1997.                                                             
|    
|    
|    
|    
|(6)  |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended May 3, 1998.                                                              
|    
|    
|    
|    
|(7)  |  | Incorporated by reference to Registrants Form 10-K/A (Am. No. 1) filed
for the year ended May 3, 1998.                                                
|    
|    
|    
|    
|(8)  |  | Incorporated by reference to Registrants Form 10-Q filed for the quarter
ended August 2, 1998.                                                        
|    
|    
|    
|    
|(9)  |  | Incorporated by reference to Registrants Form 10-Q filed for the quarter
ended November 1, 1998.                                                      
|    
|    
|    
|    
|(10) |  | Incorporated by reference to Registrants Form 10-Q/A (Am. No. 1) filed
for the quarter ended November 1, 1998.                                        
|    
|    
|    
|    
|(11) |  | Incorporated by reference to an Appendix to Registrants Definitive Proxy
Statement filed December 18, 1998.                                           
|    
|    
|    
|    
|(12) |  | Incorporated by reference to Registrants Form 10-Q filed for the quarter
ended January 21, 1999.                                                      





---



##### Table of Contents



|(13) |  | Incorporated by reference to Registrants Form 8-K, Date of Report: April
15, 1999.                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(14) |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended May 2, 1999.                                                                                
|    
|    
|    
|    
|(15) |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended April 30, 2000.                                                                             
|    
|    
|    
|    
|(16) |  | Incorporated by reference to an Appendix to Registrants Definitive Proxy
Statement previously filed July 27, 2000.                                                      
|    
|    
|    
|    
|(17) |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended April 30, 2001.                                                                             
|    
|    
|    
|    
|(18) |  | Incorporated by reference to Registrants Form 8-K filed April 30, 2002.                                                                                                 
|    
|    
|    
|    
|(19) |  | Incorporated by reference to Registrants Form 10-K filed for the year
ended April 28, 2002.                                                                             
|    
|    
|    
|    
|    |  | Confidential treatment has been granted as to a portion of this Exhibit.
Such portion has been redacted and filed separately with the Securities
and Exchange Commission.
|    
|    
|    
|    
|*    |  | Constitutes a management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.