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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 May 2, 2004 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.  Delaware
    
    77-0083129(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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. [  ] Indicate
by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [  ] The aggregate market value of voting stock held by non-affiliates of the
registrant as of October 24, 2003, the last day of the registrants most
recently completed second quarter, was $79 million based upon the last sales
price reported for such date on the Nasdaq National Market. For purposes of
disclosure, shares of common stock held by persons who hold more than 5% of the
outstanding shares of common stock and shares held by executive officers and
directors of the registrant have been excluded in that such persons may be
deemed to be affiliates. This determination is not necessarily conclusive. The number of shares of Registrants Common Stock outstanding as of June
15, 2004 was 16,431,705.




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CATALYST SEMICONDUCTOR, INC. PART IIIItem 11. Executive CompensationItem 14. Principal Auditors Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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EXPLANATORY NOTES This Amendment No. 1 on Form 10-K/A (this Amendment) amends our Annual
Report on Form 10-K for the year ended May 2, 2004, originally filed on June
30, 2004 (the Original Filing). We are refiling Part III, Items 11 and 14 to
revise certain disclosures contained in those Items. In addition, pursuant to
the rules of the Securities and Exchange Commission, we are including with this
Amendment certain currently dated certifications. Except as described above, no other changes have been made to the Original
Filing. The filing of this Amendment is not a representation that any
statements contained in our Annual Report on Form 10-K other than Part III,
Items 11 and 14 are true or complete as of any date subsequent to the date of
the Original Filing. 
 PART III 
 Item 11. Executive Compensation 
 Summary Compensation Table. The following table shows the compensation
paid by us in the fiscal years ended April 30, 2004, 2003 and 2002
(fiscal 2004, fiscal 2003, and fiscal
2002, respectively) to (i) our chief executive officer and
(ii) our four most highly compensated executive officers other than the chief
executive officer who served as executive officers at April 30, 2004. 
 
 Annual Compensation
    
    Long Term Compensation PayoutsOther
    
    Number ofAnnual
    
    Securities
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Compensation
    
    Underlying
    
    CompensationPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    (1)
    
    Options
    
    (2)Gelu Voicu (3)
    
    
    2004
    
    
    $
    340,384
    
    
    $
    219,410
    
    
    $
    12,000
    
    
    
    200,000
    
    
    $
    4,956President
and Chief Executive Officer
    
    
    2003
    
    
    
    259,000
    
    
    
    188,250
    
    
    
    12,000
    
    
    
    500,000
    
    
    
    4552002
    
    
    
    200,000
    
    
    
    
    
    
    
    11,500
    
    
    
    120,000
    
    
    
    196Thomas E. Gay
    
    
    2004
    
    
    
    197,019
    
    
    
    101,300
    
    
    
    12,000
    
    
    
    60,000
    
    
    
    2,952Vice President, Finance and
Administration and Chief Financial Officer
    
    
    2003
2002
    
    
    
    178,307
165,000
    
    
    
    91,708

    
    
    
    12,000
11,500
    
    
    
    60,000
80,000
    
    
    
    331
175Irvin W. Kovalik

    
    
    2004
    
    
    
    185,615
    
    
    
    96,754
    
    
    
    12,000
    
    
    
    50,000
    
    
    
    5,203Vice President, Sales
    
    
    2003
    
    
    
    171,642
    
    
    
    87,250
    
    
    
    12,000
    
    
    
    60,000
    
    
    
    1,7342002
    
    
    
    158,394
    
    
    
    
    
    
    
    11,500
    
    
    
    80,000
    
    
    
    493Sorin Georgescu
    
    
    2004
    
    
    
    177,192
    
    
    
    92,542
    
    
    
    
    
    
    
    50,000
    
    
    
    1,586Vice President, Technology Development
    
    
    2003
2002
    
    
    
    166,654
81,846
    
    
    
    80,750

    
    
    
    

    
    
    
    50,000
200,000
    
    
    
    311
69George Smarandoiu (4)
    
    
    2004
    
    
    
    177,194
    
    
    
    92,542
    
    
    
    
    
    
    
    80,000
    
    
    
    2,584Vice President, Product Design
    
    
    2003
    
    
    
    83,038
    
    
    
    131,500
    
    
    
    
    
    
    
    200,000
    
    
    
    1032002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
  (1)
    
    Amounts included under Other Annual Compensation represent the dollar
value of car allowances, 401k matching and insurance premiums paid by us
for the benefit of such executive officer.(2)
    
    Amounts included under All Other Compensation represent the dollar
value of 401(k) matching, group and term life insurance premiums paid by
us for the benefit of such executive officer. In fiscal 2004, we began
matching 25% of all employees 401(k) contribution.(3)
    
    Mr. Voicu was appointed executive vice president and chief operating
officer as of August 21, 2002, and was promoted to president and chief
executive officer effective as of October 29, 2002.(4)
    
    Mr. Smarandoiu became our Vice President, Product Design in October 2002.




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Option Grants in Fiscal 2004. The following table contains information
concerning the grant of stock options during fiscal 2004 to the officers listed
in the summary compensation table above. The options granted in fiscal 2004
vest at a rate of 25% of the shares subject to the option after 12 months, and
then 1/48th of the shares subject to the option vest each month thereafter.
The options have a 10-year term, but are subject to earlier termination in
connection with a termination of employment. The percentage of total options
granted is based on the aggregate grants of stock options to all of our
employees in fiscal 2004.  Individual Grants(1)Percent
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueNumber of
    
    of Total
    
    
    
    
    
    
    
    
    
    at Assumed AnnualSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Rates of Stock PriceUnderlying
    
    Granted to
    
    
    
    
    
    
    
    
    
    Appreciation for Option Term(4)Options
    
    Employees in
    
    Exercise or Base
    
    ExpirationName
    
    Granted
    
    Fiscal Year(2)
    
    Price per share (3)
    
    Date
    
    5%
    
    10%Gelu Voicu
    
    
    200,000
    
    
    
    13.2
    %
    
    $
    7.15
    
    
    
    11/19/2013
    
    
    $
    899,319
    
    
    $
    2,279,052Thomas E. Gay III
    
    
    60,000
    
    
    
    4.0
    %
    
    
    7.15
    
    
    
    11/19/2013
    
    
    
    269,796
    
    
    
    683,716Irvin W. Kovalik
    
    
    50,000
    
    
    
    3.3
    %
    
    
    7.15
    
    
    
    11/19/2013
    
    
    
    224,830
    
    
    
    569,763Sorin Georgescu
    
    
    50,000
    
    
    
    3.3
    %
    
    
    7.15
    
    
    
    11/19/2013
    
    
    
    224,830
    
    
    
    569,763George Smarandoiu
    
    
    80,000
    
    
    
    5.3
    %
    
    $
    7.15
    
    
    
    11/19/2013
    
    
    $
    359,728
    
    
    $
    911,621
  (1)
    
    Options are incentive stock options to the extent qualified and
nonstatutory options otherwise. See also Employment Contracts 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 a total of 1,513,800 shares to
employees in fiscal 2004.(3)
    
    Options were granted at an exercise price equal to the fair market value
of our common stock, as determined by reference to the closing price
reported on the Nasdaq National Market on the date of grant.(4)
    
    In accordance with SEC rules, the table sets forth the hypothetical gains
or options spread that would exist for the options at the end of their
respective 10 year terms based on assumed annualized rates of compound
stock price appreciation of 5% and 10% from the dates the options were
granted until the expiration of the option term. The disclosure of 5% and
10% assumed rates is required by the rules of the SEC and does not
represent the Companys estimate or projection of future stock price or
stock price growth. If the stock price does not increase over the
exercise price, the value to the executive officer would be zero. Aggregated Option Exercises in Fiscal 2004 and Year-End Option Value. The
following table sets forth information regarding options exercised by each of
the executive officers listed in the summary compensation table above during
fiscal 2004. The table also shows information regarding the number and value
of unexercised in-the-money options held by such executive officers at the end
of fiscal 2004. Number of SecuritiesNumber
    
    
    
    
    
    Underlying Unexercised
    
    Value of Unexercisedof
    
    
    
    
    
    Options at
    
    In-the-Money Options atSharesAcquired on
    
    Value
    
    April 30, 2004
    
    April 30, 2004(1)Name
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableGelu Voicu
    
    
    
    
    
    
    
    
    
    
    507,355
    
    
    
    540,644
    
    
    $
    2,219,756
    
    
    $
    1,681,418Thomas E. Gay III
    
    
    30,000
    
    
    $
    221,250
    
    
    
    380,404
    
    
    
    119,596
    
    
    
    1,992,615
    
    
    
    260,569Irvin W. Kovalik
    
    
    
    
    
    
    
    
    
    
    240,404
    
    
    
    109,596
    
    
    
    1,000,284
    
    
    
    259,416Sorin Georgescu
    
    
    
    
    
    
    
    
    
    
    159,375
    
    
    
    140,625
    
    
    
    872,875
    
    
    
    479,625George Smarandoiu
    
    
    
    
    
    
    
    
    
    
    106,250
    
    
    
    173,750
    
    
    $
    532,313
    
    
    $
    481,688
   (1)
    
    Represents the per share market price at fiscal year end of $7.30 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 National Market
on April 30, 2004.




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Compensation of Directors Messrs. Allan, Duchâtelet, Garrettson and Possley received cash
remuneration for serving on the board of directors, which consisted of fees of
$7,500, $7,500, $10,000 and $10,000 for the first, second, third and fourth
quarters of fiscal 2004, respectively. Mr. Montgomery received cash
remuneration for serving on the Board of Directors, which consisted of fees of
$13,750 per quarter in fiscal 2004. Directors are also reimbursed for
reasonable expenses incurred in attending board of directors and committee
meetings. Directors do not receive additional compensation for serving on a
committee. Employment Contracts, Change-of-Control Agreements In May 2003, we entered into an employment agreement with Gelu Voicu, our
president and chief executive officer. The agreement provided for a base
salary of $300,000 with an annual bonus equal to up to 65% of Mr. Voicus base
salary upon achievement of specified performance milestones. In November 2003,
the Board of Directors adjusted Mr. Voicus base salary to $350,000. In the
event that Mr. Voicu is involuntary terminated by us without cause, he is
entitled to 12 months of severance pay and continued benefits and that number
of his unvested stock options equal to the greater of (i) 50% of his then
unvested stock options or (ii) the number of his unvested stock options that
would have vested in the 12 months following such termination will become
immediately vested and remain exercisable for a period of one year following
such termination. In the event that following a merger, sale or change in
ownership of our company following which Mr. Voicu is not made the chief
executive officer of the successor corporation, then all of Mr. Voicus then
unvested stock options will become immediately vested and remain exercisable
for a period of three years following such change of control. Also, in the
event that Mr. Voicu is involuntarily terminated following a change of control,
he is entitled to 12 months of severance pay and continued benefits. In
November 2003, Mr. Voicu was granted options to purchase 200,000 shares of our
common stock at an exercise price per share of $7.15. Each of these options
vests as to 25% of the shares subject to each option on the first anniversary
of the grant date and the remaining 75% of the shares subject to each option
vests ratably over the following 36 month period. We entered into a severance agreement with George Smarandoiu in October
2002. Under the severance agreement, in the event of Dr. Smarandoius
involuntary termination following a change of control, he is entitled to
receive a severance payment equal to 50% of his annual salary and all then
unvested stock options will become immediately vested and remain exercisable
for a period of three years following such termination. In the event of Dr.
Smarandoius involuntary termination apart from a change of control, he is
entitled to a severance payment equal to 25% of his annual salary and all then
vested stock options will remain exercisable for a period of one year following
such involuntary termination. Compensation Committee Interlocks and Insider Participation in Compensation
Decisions The compensation committee of the board of directors currently consists of
Messrs. Allan, Garrettson and Possley. No interlocking relationship exists
between any member of our board of directors or compensation committee and any
member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past. No
member of the compensation committee is or was formerly an officer or an
employee of us or our subsidiaries.




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Item 14. Principal Auditors Fees and Services Relationship with Independent Public Accounting Firm PricewaterhouseCoopers LLP, or PwC, has served as our independent
registered public accounting firm for our financial statements prepared under
U.S. generally accepted accounting principles since 1987. Fees Paid to Accountants for Service Rendered PwC billed us for the following professional services: 
 Years Ended April 30,2004
    
    2003Audit fees
    
    $
    298,000
    
    
    $
    272,000Tax fees
    
    
    
    
    
    
    7,000All other fees
    
    
    
    
    
    
    96,000Total professional fees
    
    $
    298,000
    
    
    $
    375,000
 
 Audit Fees Audit fees consist of the aggregate fees for professional services
rendered by PwC for the audit of our consolidated financial statements, the
review of our unaudited condensed consolidated interim financial statements and
assistance with SEC matters. Audit-Related Fees We did not pay any audit-related fees in fiscal 2004 and fiscal 2003. Tax Fees Tax fees consist of the aggregate fees for professional services rendered
by PwC for tax compliance, tax advice and tax planning. All Other Fees All other fees consist of the aggregate fees for professional services
rendered by PwC for a research and development tax credit study and
incorporation of foreign subsidiaries. Pre-Approval Policies and Procedures In accordance with the charter of the audit committee, the audit committee
is required to review and approve in advance the annual budget for independent
audit services and review and pre-approve all non-audit services rendered by
the Companys independent registered public accounting firm. All services were
pre-approved by the audit committee prior to their commencement.




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PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) Exhibits The following exhibits are filed as part of this Form 10-K/A: Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to U.S.C. Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to U.S.C. Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to U.S.C. Section 1350, as adopted pursuant
to Section 902 of the Sarbanes-Oxley Act of 2002




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to the Report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on the 13th day
of July, 2004. CATALYST SEMICONDUCTOR, INC.By:
    
    /s/ Gelu VoicuGelu Voicu
President, Chief Executive Officer and Director
 Pursuant to the requirements of the Securities Act, this Amendment No. 1
to the Report has been signed by the following persons in the capacities and on
the dates indicated: 
 
 Signature
    
    Title
    
    Date/s/ Gelu Voicu

      Gelu Voicu
    
    President, Chief Executive Officer (Principal
Executive Officer) and Director
    
    July 13, 2004/s/ Thomas E. Gay III

      Thomas E. Gay III
    
    Vice President of Finance and Administration,
Chief Financial Officer (Principal Financial
and Accounting Officer)and Secretary
    
    July 13, 2004Henry C. Montgomery*

Henry C. Montgomery
    
    Chairman of the Board
    
    July 13, 2004Lionel M. Allan*

Lionel M. Allan
    
    Director
    
    July 13, 2004Roland M. Duchâtelet*

Roland M. Duchâtelet
    
    Director
    
    July 13, 2004Garrett
Garrettson*

Garrett Garrettson
    
    Director
    
    July 13, 2004Glen G. Possley*

Glen G. Possley
    
    Director
    
    July 13, 2004
 *By:
    
    /s/ Thomas E. Gay IIIThomas E. Gay IIIAttorney-in-Fact




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INDEX TO EXHIBITS Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to U.S.C.
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to U.S.C.
Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to U.S.C. Section 1350, as adopted pursuant
to Section 902 of the Sarbanes-Oxley Act of 2002