<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                        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 May 2, 1999, 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)

<TABLE>
<S>                                                   <C>
                     Delaware                            77-0083129
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)              Identification No.)
</TABLE>
                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. [ ]

The aggregate market value of voting stock held by non-affiliates of Registrant,
as of July 23, 1999, was approximately $8 million (based upon the average of the
closing bid and asked price for shares of Registrant's Common Stock as reported
by the OTC Bulletin Board for the last trading date prior to 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 September
24, 1999 was 14,050,028.

<PAGE>   2

                          CATALYST SEMICONDUCTOR, INC.


PART III

<TABLE>
<S>        <C>                                                                           <C>
Item 11.   Executive Compensation....................................................... Page  3
Item 12.   Security Ownership of Certain Beneficial Owners and Management............... Page 10

Signatures.............................................................................. Page 12
</TABLE>


                                       2

<PAGE>   3

                          CATALYST SEMICONDUCTOR, INC.

ITEM 11 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED MAY 2, 1999 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

ITEM 11.        EXECUTIVE COMPENSATION

        The following table shows the compensation paid by the Company in fiscal
1999, 1998 and 1997 to (i) the Company's Chief Executive Officer and (ii) the
four most highly compensated officers other than the Chief Executive Officer who
served as executive officers at April 30, 1999 (collectively, the "Named
Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                          Annual Compensation                Long Term Compensation
                                       ------------------------    ---------------------------------------------
                                                                            Awards                  Payouts
                                                                            ------          --------------------
                                                                  Other                                                   All
                                                                 Annual    Restricted    Securities                      Other
                                                                 Compen-     Stock       Underlying         LTIP        Compensa-
Name and Principal           Fiscal                              sation      Awards       Options          Payouts        tion
    Position                  Year     Salary ($)     Bonus ($)    ($)        ($)           (#)              ($)         ($) (4)
    --------                  ----     ----------     ---------    ---        ---           ---              ---         -------
<S>                          <C>       <C>           <C>         <C>       <C>          <C>                <C>         <C>
Radu M. Vanco ...........     1999     $ 265,000     $  60,000     --          --       1,413,166(1)          --       $     174
  President and Chief         1998     $ 225,000     $  69,391     --          --         313,166(2)          --       $     609
  Executive Officer           1997     $ 231,879     $  95,441     --          --         227,500(3)          --       $     609

Marc H. Cremer ..........     1999     $ 282,866          --       --          --         300,000(1)          --       $      58
  Vice President,             1998     $ 203,418          --       --          --          75,000(2)          --       $     288
  Strategic Business          1997     $  24,000     $  15,540     --          --          25,000             --            --
  Development

Bassam Khoury ...........     1999     $ 140,000     $  30,000     --          --         294,746(1)          --       $      66
  Vice President of           1998     $ 140,732          --       --          --          41,430(3)          --       $     106
  Marketing                   1997     $ 147,574          --       --          --          25,000             --       $      87

Gelu Voicu ..............     1999     $ 134,769     $  30,000     --          --         303,000(1)          --       $     174
  Vice President of           1998     $ 126,523          --       --          --          83,000(2)          --       $     183
  Product Engineering and     1997     $ 131,353          --       --          --          64,500(3)          --       $     174
  Manufacturing

 Thomas E. Gay III ......     1999     $ 106,375     $  25,000     --          --         260,000(1)          --       $     121
  Vice President,             1998          --            --       --          --            --               --            --
  Finance and                 1997          --            --       --          --            --               --            --
  Administration,
  and Chief
  Financial Officer
</TABLE>

----------
(1)     Options listed for fiscal 1999 long-term compensation awards include
        options granted as a result of repricings (and consequent cancellation
        of previously granted options) on September 22, 1998. See "Ten-Year
        Option Repricings." The repriced options retain the same vesting
        schedule as the options that were replaced but may be exercised for a
        period of ten years following the date of the repricing. Also includes
        options referenced in the second paragraph of note (2) below.

(2)     Options listed for fiscal 1998 long-term compensation awards reflect
        options granted as a result of repricings (and consequent cancellation
        of previously granted options) on January 15, 1998. See "Ten-Year Option
        Repricings." Options to purchase the following number of shares granted
        to the following persons in fiscal 1998 were issued as a result of the
        repricing on January 15, 1998 of previously granted options: Mr. Vanco -
        313,166; Mr. Cremer - 75,000; Mr. Khoury - 74,746; Mr. Voicu - 83,000.
        Such repriced options have been reflected as grants in prior fiscal year
        long-term compensation awards to the extent applicable, however, the
        75,000 shares granted to Mr. Cremer do not include 50,000 share
        previously granted in fiscal 1998 to Mr. Cremer, and the 83,000 shares
        granted to Mr. Voicu do not include 15,000 shares previously granted in
        fiscal 1998 to Mr. Voicu. The repriced options retain the same vesting
        schedule as the options that were replaced but may be exercised for a
        period of ten years following the date of the repricing.

        Does not include options granted to the following individuals in April
        1998 which options were subject to stockholder approval of an increase
        in the number of shares available under the Company's stock option plan:
        Mr. Vanco - 100,000; Mr. Cremer - 25,000; Mr. Khoury - 20,000; Mr. Voicu
        - 20,000.

(3)     Options listed for fiscal 1997 long-term compensation awards reflect
        options granted as a result of repricings (and consequent cancellation
        of previously granted options) on December 3, 1996. See Option Repricing
        Table. Options to purchase the following number of shares granted to the
        following persons in fiscal 1997 were issued as a result of the
        repricing on December 3, 1996 of



                                       3

<PAGE>   4

        previously granted options: Mr. Vanco - 167,500; Mr. Khoury - 31,430;
        Mr. Voicu - 44,500. Such repriced options have been reflected as grants
        in prior fiscal year long-term compensation awards to the extent
        applicable. The repriced options retain the same vesting schedule as the
        options that were replaced but may be exercised for a period of ten
        years following the date of the repricing.

(4)     The amount included under "All Other Compensation" represents the dollar
        value of term life insurance premiums paid by the Company for the
        benefit of such Named Officer.

EMPLOYEE BENEFIT PLANS

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

        The following table sets forth certain information with respect to stock
options granted during fiscal 1999 to the Named Officers. No SARs were granted
in fiscal 1999. 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 do not represent the Company's 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 1999

<TABLE>
<CAPTION>
                                                                   Potential Realizable Value at
                                                                   Assumed Annual Rates of Stock
                                  Individual Grants              Price Appreciation for Option Term
                                  -----------------              ----------------------------------
                                            Percent of
                                              Total
                              Number of      Options
                             Securities     Granted to  Exercise
                             Underlying      Employees   or Base
                               Options       in Fiscal   Price   Expiration
       Name                  Granted (#)     Year (3)    ($/SH)     Date       5% ($)     10% ($)
       ----                  -----------     --------    ------     ----       ------     -------
<S>                         <C>             <C>         <C>      <C>           <C>      <C>
Radu M. Vanco.........        22,315(1)         N/A     $0.1250   09/22/08    $ 1,754   $  4,446
                              10,185(1)         N/A     $0.1250   09/22/08    $   801   $  2,029
                              30,000(1)         N/A     $0.1250   09/22/08    $ 2,358   $  5,977
                              35,666(1)         N/A     $0.1250   09/22/08    $ 2,804   $  7,105
                              50,000(1)         N/A     $0.1250   09/22/08    $ 3,931   $  9,961
                              50,000(1)         N/A     $0.1250   09/22/08    $ 3,931   $  9,961
                              55,000(1)         N/A     $0.1250   09/22/08    $ 4,324   $ 10,957
                              60,000(1)         N/A     $0.1250   09/22/08    $ 4,717   $ 11,953
                             100,000(2)(1)      N/A     $0.1250   09/22/08    $ 7,861   $ 19,922
                           1,000,000          21.6%     $0.1250   12/08/08    $78,612   $199,218

Marc H. Cremer........        25,000(1)         N/A     $0.1250   09/22/08    $ 1,965   $  4,980
                              25,000(1)         N/A     $0.1250   09/22/08    $ 1,965   $  4,980
                              50,000(1)         N/A     $0.1250   09/22/08    $ 3,931   $  9,961
                              25,000(2)(1)      N/A     $0.1250   09/22/08    $ 1,965   $  4,980
                             200,000           4.3%     $0.1250   12/08/08    $15,722   $ 39,844

Bassam Khoury.........        25,000(1)         N/A     $0.1250   09/22/08    $ 1,965   $  4,980
                              25,000(1)         N/A     $0.1250   09/22/08    $ 1,965   $  4,980
                               2,482(1)         N/A     $0.1250   09/22/08    $   195   $    494
                               3,834(1)         N/A     $0.1250   09/22/08    $   301   $    764
                               2,000(1)         N/A     $0.1250   09/22/08    $   157   $    398
                              11,430(1)         N/A     $0.1250   09/22/08    $   899   $  2,277
                              10,000(1)         N/A     $0.1250   09/22/08    $   786   $  1,992
                              10,000(1)         N/A     $0.1250   09/22/08    $   786   $  1,992
                              10,000(1)         N/A     $0.1250   09/22/08    $   786   $  1,992
                              20,000(2)(1)      N/A     $0.1250   09/22/08    $ 1,572   $  3,984
                             200,000           4.3%     $0.1250   12/08/08    $15,722   $ 39,844

Gelu Voicu............        15,000(1)         N/A     $0.1250   09/22/08    $ 1,179   $  2,988
                               6,000(1)         N/A     $0.1250   09/22/08    $   472   $  1,195
                               7,500(1)         N/A     $0.1250   09/22/08    $   590   $  1,494
                              24,500(1)         N/A     $0.1250   09/22/08    $ 1,926   $  4,881
                              10,000(1)         N/A     $0.1250   09/22/08    $   786   $  1,992
                              10,000(1)         N/A     $0.1250   09/22/08    $   786   $  1,992
</TABLE>



                                       4
<PAGE>   5

<TABLE>
<S>                          <C>               <C>      <C>       <C>         <C>        <C>
                              10,000(1)         N/A     $0.1250   09/22/08    $   786    $ 1,992

                              20,000(2)(1)      N/A     $0.1250   09/22/08    $ 1,572    $ 3,984
                             200,000           4.3%     $0.1250   12/08/08    $15,722    $39,844

Thomas E. Gay III.....        60,000(4)        1.3%     $0.6250   05/29/08        N/A        N/A
                              60,000(5)         N/A     $0.1250   09/22/08    $ 4,717    $11,953
                             200,000           4.3%     $0.1250   12/08/08    $15,722    $39,844
</TABLE>

--------------
(1)     Represents an option granted in September 1998 in replacement of a
        previously outstanding option with an exercise price above 0.1250 in
        connection with the repricing of such option.

(2)     Represents options granted by the Board of Directors in April 1998 which
        options were not previously reported due to the need at time of grant
        for shareholder approval of an increase in the number of shares
        available under the Company's stock option plan.

(3)     The "Percent of Total Options Granted to Employees in Fiscal Year" has
        been provided only as to options originally granted during fiscal 1999
        and not as to repricings.

(4)     The referenced options were originally granted in fiscal 1999 and were
        subsequently repriced in the same fiscal year on September 22, 1998. The
        grant constituting the repricing is reflected in the next entry in the
        table. See note 5 below and the "Ten-Year Option Repricings" below. The
        5% and 10% "Potential Realizable Value at Assumed Annual Rates of Stock
        Price Appreciation for Option Term" have not been included since such
        options were replaced by such repricing in the same fiscal year.

(5)     This option constitutes the repricing of the option originally granted
        during fiscal 1999 as reported in the preceding entry in this table. See
        Note 4 above and "Ten-Year Option Repricings" below.

        The following table sets forth information with respect to options
exercised in fiscal 1999 by the Named Officers and the value of unexercised
options at April 30, 1999.

   AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                          Number of Securities
                             Value                             Underlying                Value of Unexercised
                            Shares                       Unexercised Options at        In-the-Money Options at
                            Acquired                        April 30, 1999 (#)          April 30, 1999 ($) (1)
                          on Exercise      Received    ----------------------------    ---------------------------
    Name                      (#)             ($)      Exercisable    Unexercisable    Exercisable   Unexercisable
    ----                      ---             ---      -----------    -------------    -----------   -------------
<S>                       <C>              <C>         <C>            <C>              <C>           <C>
Radu M. Vanco ..               0               0         282,391       1,130,775       $  61,773       $ 247,357

Marc H. Cremer .               0               0          52,081         272,917       $  11,393       $  59,701

Bassam Khoury ..               0               0          57,600         237,143       $  12,600       $  51,876

Gelu Voicu .....               0               0          68,966         234,034       $  15,086       $  51,195

Thomas E Gay III               0               0          10,000         250,000       $   2,188       $  54,688
</TABLE>

----------
(1)     Represents the market price at fiscal year end ($0.34375) less the
        exercise price. For purposes of this calculation, the fiscal year end
        market price of the shares is deemed to be the closing sale price of the
        Company's Common Stock as reported on the Over-The-Counter Bulletin
        Board market on April 30, 1999.

DIRECTOR COMPENSATION

In addition to options granted pursuant to the Company's stock option plans,
non-employee directors receive quarterly fees in an amount equal to $3,600 for
each quarter in which such director attends a Board meeting. See "Certain
Relationships and Related Transactions" for other payments and arrangements with
directors.

REPORT ON COMPENSATION OF EXECUTIVE OFFICERS

        The following is a report of the Compensation Committee of the Board of
Directors of the Company (the "Committee") describing the compensation
philosophy and parameters applicable to the Company's executive officers with
respect to the compensation paid to such officers during fiscal 1999. The actual
compensation paid to the Named Officers during fiscal 1999 is shown in the
"Summary Compensation Table."



                                       5
<PAGE>   6

        The Committee is responsible for reviewing and approving the Company's
compensation policies and the actual compensation paid to the Company's
executive officers. At the end of fiscal 1999, the Committee was comprised of
two (2) of the non-employee directors, Hideyuki Tanigami and Patrick Verderico.

        Compensation Philosophy. The general philosophy of the Company's
compensation program is to offer the Company's Chief Executive Officer and other
executive officers competitive compensation packages based upon both the
Company's performance as well as the individual's performance and contributions.
The Company's 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 specific internal Company goals and to attract and retain
executives whose abilities are critical to the long-term success and
competitiveness of the Company. This is further subject to the Company's
financial condition and results of operations. The Company's 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 the needs of the Company.

        Bonus Plan. The Company's officers are eligible for bonuses under the
terms of individual bonus arrangements. When bonuses are given, they are based
upon the individual's achievement of specific corporate goals as well as the
individual's experience and contributions to the success of the Company.

        During fiscal 1999, Messrs. Gay, Khoury, Vanco and Voicu received
bonuses. No other executive officer received a bonus during fiscal 1999. See
"Certain Relationships and Related Transactions."

        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 the
Company's 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 the Company to its 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. In addition, on September 22, 1998
the Company repriced its outstanding option to the then current fair market
value of the Company's Common Stock.

        Severance Arrangements. See Item 13 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 companies. Effective December 1, 1998, Mr.
Vanco's base annual salary was increased to $325,000.

        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 long-term
Company growth and profitability. During fiscal 1999, Mr. Vanco was granted
options to purchase 1,000,000 shares of the Company's Common Stock at the
exercise price of $0.125. In addition, options to purchase 100,000 shares of
stock previously granted by the Board in fiscal 1998 were approved by the
stockholders in fiscal year 1999.

        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 the Company's Option
Plan.

THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS



                                       6
<PAGE>   7

Hideyuki Tanigami
Patrick Verderico

REPORT ON REPRICING OF OPTIONS

        On September 22, 1998, the Board of Directors of the Company unanimously
approved resolutions authorizing the repricing of certain outstanding stock
options held by all then employees, including officers, and certain consultants
of the Company on the terms described below. The overall purpose of the
Company's stock option plan had been to attract and retain the services of the
Company's employees and to provide incentives to such persons to exert
exceptional efforts for the Company's success. The Committee concluded that the
decline in the market value of the Company's Common Stock had diminished the
value of the Company's stock option program as an element of the Company's
compensation arrangements. Accordingly, the Board approved the repricing program
described below.

        All outstanding and unexercised options granted prior to September 22,
1998 with an exercise price above $0.125 per share, the closing price on
September 22, 1998, held by employees of the Company, including officers, and
certain consultants were repriced to the new price of $0.125. The expiration
date of the new repriced options is September 22, 2008.

THE BOARD OF DIRECTORS

Lionel M. Allan
Hideyuki Tanigami
Radu M. Vanco
Patrick Verderico

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        No executive officer of the Company 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 the Company's Board of Directors.
During fiscal 1999, Messrs. Tanigami and Verderico served as the members of the
Compensation Committee of the Board of Directors. Mr. Tanigami, Chairman of the
Board of Directors was employed by the Company in various capacities from
October 1985 to April 1994 including the most recent position as Vice President
of Corporate Development. Mr. Vanco participated in the Board's final approval
of executive compensation matters.

                           TEN-YEAR OPTION REPRICINGS

        The Named Officers of the Company received repriced stock options on May
14, 1994, December 3, 1996, January 15, 1998 and September 22, 1998 as follows:

<TABLE>
<CAPTION>
                                                                                                                      Length of
                                                                                                                       Original
                                                         Number of        Market                                     Option Term
                                                         Securities        Price         Exercise                     Remaining
                                                         Underlying      of Stock        Price at         New         at Date of
                                                           Option       at Time of       Time of        Exercise      Repricing
        Name and Position                 Date          Repriced (#)   Repricing ($)  Repricing ($)    Price ($)       (Months)
        -----------------                 ----          ------------   -------------  -------------    ---------       --------
<S>                                <C>                  <C>            <C>            <C>              <C>            <C>
Radu M. Vanco....................  September 22, 1998       100,000       $0.1250         $0.6875        $0.1250           116
   President and Chief             September 22, 1998        22,315       $0.1250         $1.0625        $0.1250           112
   Executive Officer               September 22, 1998        10,185       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        30,000       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        35,666       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        50,000       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        50,000       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        55,000       $0.1250         $1.0625        $0.1250           112
                                   September 22, 1998        60,000       $0.1250         $1.0625        $0.1250           112
</TABLE>



                                       7
<PAGE>   8

<TABLE>
<S>                                <C>                  <C>            <C>            <C>              <C>            <C>
                                    January 15, 1998         22,315       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998         10,185       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998         30,000       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998         35,666       $1.0625         $ 1.9370        $1.0625            76
                                    January 15, 1998         50,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         50,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         55,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         60,000       $1.0625         $ 1.5625        $1.0625           111
                                    December 3, 1996         50,000       $2.6875         $ 5.2500        $2.6875           104
                                    December 3, 1996         62,500       $2.6875         $ 7.2500        $2.6875           107
                                    December 3, 1996         55,000       $2.6875         $ 6.0000        $2.6875           111
                                      May 14, 1994           52,221       $1.9375         $ 6.3000        $1.9375           116
                                      May 14, 1994           19,445       $1.9375         $ 5.7500        $1.9375           116
                                      May 14, 1994           50,000       $1.9375         $ 5.7500        $1.9375           117

Marc H. Cremer...................  September 22, 1998        25,000       $0.1250         $ 0.6875        $0.1250           116
   Vice President of Strategic     September 22, 1998        25,000       $0.1250         $ 1.0625        $0.1250           112
   Business                        September 22, 1998        25,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        50,000       $0.1250         $ 1.0625        $0.1250           112
                                    January 15, 1998         25,000       $1.0625         $ 2.3125        $1.0625           110
                                    January 15, 1998         50,000       $1.0625         $ 1.6250        $1.0625           113

Bassam Khoury....................  September 22, 1998        20,000       $0.1250         $ 0.6875        $0.1250           116
   Vice President of Marketing     September 22, 1998         2,482       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998         3,834       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998         2,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        11,430       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        25,000       $0.1250         $ 1.0625        $0.1250           112
                                    January 15, 1998          2,482       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998          3,834       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998          2,000       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998         11,430       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         25,000       $1.0625         $ 1.6250        $1.0625           115
                                    December 3, 1996         11,430       $2.6875         $ 4.1250        $2.6875           114
                                    December 3, 1996         10,000       $2.6875         $ 7.2500        $2.6875           107
                                    December 3, 1996         10,000       $2.6875         $ 5.0000        $2.6875           112
                                      May 14, 1994           10,000       $1.9375         $ 5.7500        $1.9375           103
                                      May 14, 1994           11,110       $1.9375         $ 5.7500        $1.9375           116


Gelu Voicu.......................  September 22, 1998        20,000       $0.1250         $ 0.6875        $0.1250           116
   Vice President of Product       September 22, 1998        15,000       $0.1250         $ 1.0625        $0.1250           112
   Engineering and                 September 22, 1998         6,000       $0.1250         $ 1.0625        $0.1250           112
   Manufacturing                   September 22, 1998         7,500       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        24,500       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                   September 22, 1998        10,000       $0.1250         $ 1.0625        $0.1250           112
                                    January 15, 1998         15,000       $1.0625         $2.28125        $1.0625           117
                                    January 15, 1998          6,000       $1.0625         $ 1.9375        $1.0625            76
                                    January 15, 1998          7,500       $1.0625         $ 1.9370        $1.0625            76
                                    January 15, 1998         24,500       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    January 15, 1998         10,000       $1.0625         $ 2.6875        $1.0625           107
                                    December 3, 1996         24,500       $2.6875         $ 5.2500        $2.6875           104
                                    December 3, 1996         10,000       $2.6875         $ 7.2500        $2.6875           107
                                    December 3, 1996         10,000       $2.6875         $ 5.0000        $2.6875           112
                                      May 14, 1994            8,000       $1.9375         $ 5.7500        $1.9375           115

Thomas E. Gay III................  September 22, 1998        60,000       $0.1250         $ 0.6250        $0.1250           117
   Vice President, Finance and
   Administration, and Chief
   Financial Officer
</TABLE>



                                       8
<PAGE>   9

PERFORMANCE GRAPH

        The following line graph compares the annual percentage change in the
cumulative total stockholder return for the Company's Common Stock with the S&P
500 Index and the S&P Electronics (Semi/Components) Index for the period
commencing March 31, 1994 and ending on April 30, 1999. The graph assumes that
$100 was invested on March 31, 1994, and that all dividends are reinvested.
Historic stock price performance should not necessarily be considered indicative
of future stock price performance.




                              [PERFORMANCE GRAPH]




<TABLE>
<CAPTION>
                                                               Cumulative Total Return
                                   --------------------------------------------------------------------------------
                                    3/31/94        3/31/95       4/30/96       4/30/97       4/30/98      4/30/99
                                   ----------    ----------    ----------    ----------    ----------    ----------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>
Catalyst Semiconductor, Inc.       $   100.00    $    91.00    $   123.00    $    31.00    $    15.00    $     6.00
S & P 500 ..................       $   100.00    $   116.00    $   155.00    $   194.00    $   273.00    $   333.00
S & P Electronics ..........       $   100.00    $   120.00    $   155.00    $   306.00    $   324.00    $   474.00
(Semiconductors)
</TABLE>

Notwithstanding anything to the contrary set forth in any of the Company's
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
the Company under those statutes, the preceding Report of the Compensation
Committee of the Board of Directors on Executive Compensation, the Report of the
Board of Directors on Option Repricing 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 the
Company may make under those statutes.



                                       9
<PAGE>   10

                          CATALYST SEMICONDUCTOR, INC.


ITEM 12 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED MAY 2, 1999 IS
AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

                                    PART III

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of August
20, 1999 by (i) each beneficial owner of more than 5% of the Company's Common
Stock, (ii) each director, (iii) each Named Officer and (iv) all current
directors and executive officers as a group. Except as otherwise indicated, each
person has sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable.

<TABLE>
<CAPTION>
                                                                 Shares Beneficially Owned
                                                                   Number          Percent
         Name of Beneficial Owner                                of Shares         of Total
         ------------------------                                ---------         --------
         <S>                                                     <C>                 <C>
         Elex N.V.......................................         5,500,000           39.4%
            Transportstraat 1
            B 3980
            Tessenderlo, Belgium

         Radu M. Vanco  (1).............................           311,662            2.2%

         Lionel M. Allan  (1)...........................           102,498               *

         Hideyuki Tanigami  (1).........................            93,750               *

         Patrick Verderico  (1).........................            27,500               *

         Bassam Khoury  (1).............................            79,600               *

         Gelu Voicu  (1)................................            92,356               *

         Marc H. Cremer  (1)............................            80,705               *

         Thomas E. Gay III..............................            26,666               *

         Irv Kovalik....................................                 0               *

         Frank Reynolds.................................                 0               *

         All current directors and executive officers
            as a group   (10 persons) (2)...............           814,737            5.5%
</TABLE>

     *    Percentage of shares beneficially owned is less than one percent of
          total.


                                       10


<PAGE>   11


(1)  Includes shares issuable upon exercise of stock options as of August 20,
     1999 or within 60 days thereafter as follows:

<TABLE>
       <S>                                <C>
       Radu M. Vanco...............       311,081 shares at $0.1250

       Lionel M Allan..............        20,000 shares at $5.1250
                                            7,500 shares at $5.0000
                                            5,000 shares at $1.6875
                                           2,500 shares at $0.90625
                                           67,498 shares at $0.1250

       Hideyuki Tanigami...........         5,000 shares at $1.6875
                                           20,000 shares at $6.0000
                                           2,500 shares at $0.90625
                                           66,250 shares at $0.1250

       Patrick Verderico...........        20,000 shares at $5.0000
                                            5,000 shares at $1.6875
                                           2,500 shares at $0.90625

       Bassam Khoury...............        67,452 shares at $0.1250

       Marc H. Cremer..............        67,705 shares at $0.1250

       Gelu Voicu..................        78,310 shares at $0.1250

       Thomas E. Gay III..........         26,666 shares at $0.1250
</TABLE>

(2)  Includes 774,962 shares issuable upon exercise of stock options as of
     August 20, 1999 or within 60 days thereafter, held by Messrs. Vanco, Allan,
     Tanigami, Verderico, Khoury, Cremer, Voicu and Gay as described in Note 1
     above.


                                       11

<PAGE>   12

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Sunnyvale
and State of California, on September 28, 1999.

                             CATALYST SEMICONDUCTOR, INC.

                             By: /s/ Radu M. Vanco
                                 ------------------------------
                                 Radu M. Vanco
                                 President, Chief Executive Officer and Director


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

<TABLE>
<S>                          <C>
Date: September 28, 1999     By: /s/ Radu M. Vanco
      ------------------         ------------------------------
                                 Radu M. Vanco
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

Date: September 28, 1999     By:             *
      ------------------         -------------------------------
                                 Thomas E. Gay III
                                 Vice President of Finance and Administration
                                 and Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

Date: September 28, 1999     By:             *
      ------------------         -------------------------------
                                 Lionel M. Allan
                                 Director


Date: September 28, 1999     By:             *
      ------------------         -------------------------------
                                 Patrick Verderico
                                 Director

*   /s/ Radu M. Vanco
    ---------------------
By: Radu M. Vanco
    Attorney-in Fact
</TABLE>


                                      12