<PAGE>   1
                       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, 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)

               DELAWARE                                       77-0083129
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation 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. [ ]

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 August 20,
1999 was 13,974,823.

<PAGE>   2

                          CATALYST SEMICONDUCTOR, INC.


<TABLE>
<S>      <C>                                                                           <C>
PART III

Item 10. Directors and Executive Officers of Registrant............................    Page 3
Item 11. Executive Compensation....................................................    Page 4
Item 12. Security Ownership of Certain Beneficial Owners and Management............    Page 11
Item 13. Certain Relationships and Related Transactions............................    Page 12

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...........    Page 14
Signatures.........................................................................    Page 17
</TABLE>



                                       2
<PAGE>   3

                          CATALYST SEMICONDUCTOR, INC.


ITEMS 10, 11, 12 AND 13 OF PART III TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED
MAY 2, 1999 ARE AMENDED IN THEIR ENTIRETY TO READ AS FOLLOWS:

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

        Information relating to the Company's executive officers required by
this item appears in "Item -- Executive Officers and Key Personnel" of the 10-K
filed August 2, 1999.

DIRECTORS

        Set forth below are the names of, and certain information as of August
20, 1999 about the current directors of the Company.

<TABLE>
<CAPTION>
  NAME                            AGE       PRINCIPAL OCCUPATION
  ----                            ---       --------------------
<S>                               <C>    <C>
  Hideyuki Tanigami..........      49    President and Chief Executive Officer
                                            of Marubun USA Corporation

  Radu M. Vanco..............      49    President, Chief Executive Officer and
                                            Director of Catalyst Semiconductor,
                                            Inc.

  Lionel M. Allan............      56    President and Chief Executive Officer
                                            of Allan Advisors, Inc.

  Patrick Verderico..........      54    President and Chief Executive Officer
                                            of Integrated Packaging Assembly
                                            Corporation
</TABLE>


        Except as indicated below, each director has been engaged in the
principal occupation set forth above during the past five years. There are no
family relationships between any directors or executive officers of the Company.

        Mr. Tanigami became Chairman of the Company in March 1998 and has served
as a director of the Company since February 1996. From 1985 to April 1994, Mr.
Tanigami served as Vice President, Corporate Development, of the Company. From
January 1996 to present, he has served as President and Chief Executive Officer
of Marubun USA Corporation, an electronics distribution company. From June 1994
to present, he has also served as President of Technology Matrix, Inc., and
since 1985 has been President and Chief Executive Officer of Tanigami
Associates, an international consulting firm.

        Radu M. Vanco has served the Company as President and Chief Executive
Officer since March 1998 and as a director since November 1995. From October
1996 to March 1998 he served as Executive Vice President of Engineering, from
October 1996 to December 1997 as Chief Operating Officer, and from November 1992
to October 1995 as Vice President, Engineering. From 1991 to 1992, Mr. Vanco
served as product line director at Cypress Semiconductor. From 1985 to 1991, Mr.
Vanco held various technical and management positions at SEEQ Technology, Inc.
Mr. Vanco holds an M.S. in Electrical Engineering from the Polytechnical
Institute, Bucharest, Romania.

        Mr. Allan has served as a director of the Company since August 1995. Mr.
Allan is President and Chief Executive Officer of Allan Advisors, Inc., a legal
consulting firm that he founded in 1992. Mr. Allan is also a director and past
Chairman of the Board of KTEH Public Television Channel 54, in San Jose,
California, a director of Accom, Inc., a digital video systems company.



                                       3
<PAGE>   4

        Mr. Verderico has served as a director of the Company since April 1996.
From July 1997 to present, Mr. Verderico has served as President and Chief
Executive Officer of Integrated Packaging Assembly Corporation ("IPAC"). From
April 1997 to July 1997, Mr. Verderico served as Executive Vice President and
Chief Operating Officer of IPAC. From April 1996 to July 1996, Mr. Verderico
served as Executive Vice President and Chief Operating Officer of Maxtor
Corporation, a hard disk drive company. From 1994 to March 1996, he served as
Chief Financial Officer and Vice President, Finance and Administration, of
Creative Technology, a multimedia products manufacturer. From 1992 to 1994, he
served as Chief Financial Officer and Vice President, Finance and
Administration, of Cypress Semiconductor, and from 1989 to 1992, served as
Partner in Charge, West Region Manufacturing Consulting of Coopers & Lybrand, an
independent public accounting and consulting firm. Prior thereto he held various
positions with Philips Semiconductors, National Semiconductor and Fairchild
Semiconductor. Mr. Verderico has also been a director of Micro Component
Technology, Inc. since December 1992 and a director of Integrated Packaging
Assembly Corporation since July 1997.

        Information relating to the Company's executive officers required by
this item appears in "Item 1 -- Executive Officers and Key Personnel" of this
report on Form 10-K for fiscal 1999 as previously filed.

SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors and
persons who own more than ten percent of a registered class of the Company's
equity securities to file an initial report of ownership on Form 3 and changes
in ownership on Form 4 or 5 with the Securities and Exchange Commission (the
"SEC") and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent stockholders are also required
by SEC rules to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of copies of such forms received by it, the
Company believes that during the fiscal year ended April 30, 1999, all such
reports were timely filed except for late filings of a Form 3 by each of Messrs.
Cremer, Georgescu, Khoury, and Voicu and late filings of a Form 4 by each of
Messrs. Cremer, Khoury and Voicu. Again based solely on its review of copies of
such forms received by it, the Company believes that all filing requirements
applicable to its officers, directors and ten percent stockholders have been
complied with.

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
                                                                      Annual     Restricted    Securities                All Other
Name and Principal                Fiscal                              Compen-       Stock      Underlying      LTIP     Compensation
    Position                       Year      Salary ($)   Bonus ($)   Sation($)   Awards($)    Options(#)    Payouts($)    ($)(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, Strategic          1998    $ 203,418           --          --          --       75,000(2)         --     $  288
  Business Development               1997    $  24,000    $  15,540          --          --       25,000            --         --

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

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

                                       4
<PAGE>   5

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

                                       5
<PAGE>   6

<TABLE>
<S>                          <C>                   <C>             <C>            <C>             <C>            <C>
                                  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
                                  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(1)            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.


        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
                                                                          Underlying                    Value of Unexercised
                                                                     Unexercised Options at           In-the-Money Options at
                                 Shares                                April 30, 1999 (#)              April 30, 1999 ($) (1)
                              Acquired on         Value         -------------------------------   -------------------------------
         Name                  Exercise(#)      Received($)      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>

----------



                                       6
<PAGE>   7

  (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."

        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.



                                       7
<PAGE>   8

        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

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:



                                       8
<PAGE>   9

<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
                                         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
</TABLE>



                                       9
<PAGE>   10

<TABLE>
<S>                                     <C>                  <C>           <C>            <C>            <C>         <C>
                                        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>


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.


                COMPARISON OF 61 MONTH CUMULATIVE TOTAL RETURN*
             AMONG CATALYST SEMICONDUCTOR, INC., THE S & P 500 INDEX
                AND THE S & P ELECTRONICS (SEMICONDUCTORS) INDEX



                              [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 (Semiconductors)      $100.00      $120.00      $155.00      $306.00      $324.00      $474.00
</TABLE>



                                       10
<PAGE>   11

        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.

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 AND ADDRESS OF BENEFICIAL OWNER                    OF SHARES      OF TOTAL
        ------------------------------------                    ---------      ---------
<S>                                                            <C>             <C>
        Elex N.V .........................................      5,500,000        34.5%
          Transportstraat 1
          B 3980
          Tessenderlo, Belgium

        C. Michael Powell (1) ............................        576,083         3.6%

        Radu M. Vanco (1) ................................        311,662         2.0%

        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           *

        William Felton-Priestner .........................         20,049           *

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

        All current directors and executive officers
          as a group (10 persons) (2) ....................      1,410,288         8.8%
</TABLE>


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



                                       11
<PAGE>   12

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

<TABLE>
<S>                                                <C>
            C. Michael Powell ...............      549,000 shares at $1.0625

            Radu M. Vanco ...................      311,662 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 $1.1250

            Hideyuki Tanigami ...............        5,000 shares at $1.6875
                                                    20,000 shares at $6.0000
                                                     2,500 shares at $0.90625
                                                    66,250 shares at $1.1250

            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

            William Felton-Priestner ........       20,049 shares at $0.1250
</TABLE>

   (2)  Includes 1,344,011 shares issuable upon exercise of stock options as of
        August 20, 1999 or within 60 days thereafter, held by Messrs. Powell,
        Vanco, Allan, Tanigami, Verderico, Khoury, Cremer, Voicu, Gay and
        Felton-Priestner as described in Note 1 above.

   (3)  Mr. Powell resigned as a director effective September 11, 1998.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The Company has an arrangement to obtain engineering services from Essex
com SRL ("Essex"), a wholly owned Romanian subsidiary of Lxi Corporation, a
California corporation ("Lxi"), a provider of engineering services. As of April
30, 1999, Essex employed approximately 12 engineers to perform the services on
behalf of Catalyst. The services relate to key development projects of the
Company including development, design, layout and test program development
services. Messrs. Vanco, Voicu and Gay own approximately 91%, 3% and 1%,
respectively, of Lxi. The fees for such engineering services are on terms
believed by the Company to be fair to the Company and no less favorable to the
Company than arms length commercial terms. During the fiscal years ended April
30, 1999 and April 30, 1998 the Company recorded $437,000 and $413,000
respectively of engineering fees to Essex and Lxi for engineering design
services. As of April 30, 1999 the total amount owed to Essex and Lxi was
$275,000. Messrs. Vanco, Voicu and Gay received no payments during the fiscal
years ended April 30, 1999 and April 30, 1998, except Mr. Gay who received
$1,200 and $3,000 from Lxi during such respective periods. Such payments to Mr.
Gay were made for services rendered prior to his joining the Company in
connection with his duties as



                                       12
<PAGE>   13

Treasurer of Lxi. Mr. Gay resigned such position immediately prior to joining
the Company. Mr. Gay continues to serve as a director of Lxi.

        In March 1994, the Company loaned Radu M. Vanco, then Vice President
Engineering and, from October 1995 to March 1998, Executive Vice President of
Engineering and since then President and Chief Executive Officer, $100,000
payable in two years with interest at 6% per annum. The loan proceeds were used
by Mr. Vanco for his home. On March 12, 1996, the Company and Mr. Vanco agreed
to a bonus arrangement which has the effect of (a) forgiving the principal and
accrued interest on the note on a monthly basis over two years commencing March
16, 1996 as long as he remains employed by the Company and (b) forgiving the
principal and accrued interest immediately upon his termination without cause or
upon a change in control. All principal and accrued interest on the note is
immediately due and payable upon his voluntarily resignation or termination for
cause. Pursuant to this arrangement, payment of the principal and accrued
interest was satisfied in full in March 1998.

        The Company entered into agreements with Messrs. Vanco, Cremer, Voicu,
Khoury and Gay in August 1995, April 1998, April 1998, April 1998 and June 1998,
respectively, which 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
the Company (a "Change of Control") and certain other benefits upon any
involuntary termination by the Company without cause (an "Involuntary
Termination"). Pursuant to the terms and conditions of said agreements, such
individuals will receive the following benefits: (a) Mr. Vanco - for termination
as a result of a Change of Control he shall receive severance payments equal to
2, 1-1/2 and 1 times his salary if terminated within one, two or three or more
years, respectively, following his agreement; for an Involuntary Termination he
shall receive a severance payment equal to his annual salary; upon a Change of
Control or his death or Involuntary Termination, all stock options shall be
immediately vested and be exercisable for a period of three years following any
such death or Involuntary Termination. (b) each of Messrs. Cremer, Gay, Khoury
and Voicu - for termination as a result of a Change of Control he shall receive
a severance payment equal to one-half his salary; for an Involuntary Termination
he shall receive a severance payment equal to one-quarter of his annual salary;
upon a Change of Control or his death or Involuntary Termination, all stock
options shall be immediately vested and be exercisable for a period of one year
following any such death or Involuntary Termination. For the purposes of
determining the severance payments described above, salary is defined as the
annual salary payable to an officer for the fiscal year in which such officer's
termination occurs plus any guaranteed bonus.

        Mr. Allan serves as a consultant to the Company and during fiscal 1999
received consulting fees of $5,000 per month plus a fixed allowance for
reimbursement of office expenses of $1,000 per month from May 1998 through
December 1999. In January 1999, the monthly consulting fee was increased to
$8,333 per month. Mr. Tanigami serves in a similar capacity and received fees of
$5,000 per month plus a fixed allowance for reimbursement of office expenses of
$1,000 per month throughout fiscal 1999.

        The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by the Delaware General Corporation
Law. The Company's Bylaws also provide that the Company shall indemnify its
directors, officers, employees and agents in such circumstances. In addition,
the Company has entered into separate indemnification agreements with its
officers and directors that may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

        The terms of the transactions described above were negotiated at arms
length such that the terms were as favorable to the Company as could have been
obtained from an unaffiliated third party.

ITEM 14(a)(3) TO REGISTRANT'S FORM 10-K FOR THE YEAR ENDED APRIL 30, 1999 IS
AMENDED TO ADD THE FOLLOWING EXHIBITS:

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

          (a)(3)   EXHIBITS.



                                       13
<PAGE>   14

<TABLE>
<S>     <C>     <C>
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     (6)     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     (9)     Amendment No. 2 to Preferred Shares Rights Agreement dated as of
                September 14, 1998 between Registrant and BankBoston, N. A., as
                rights agent.

10.3    (1)*    Stock Purchase Agreement dated March 31, 1992 between Kamlesh
                Kumari and Registrant, together with Promissory Note and
                Guarantee by B.K. Marya.

10.7    (11)*   Stock Option Plan.

10.8    (1)*    1993 Employee Stock Purchase Plan.

10.9    (1)*    1993 Director Stock Option Plan.

10.12   (1)     Distributor Agreement dated February 1990 between Arrow
                Electronics, Inc. and Registrant.

10.14   (1)     Distributor Agreement dated June 30, 1986 between Registrant and
                Marubun Corporation.

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.

10.18   (1)     4M FLASH Development and License Agreement dated May 27, 1992
                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.

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.
</TABLE>



                                       14
<PAGE>   15

<TABLE>
<S>     <C>     <C>
10.42   (4)*    Separation and Consulting Agreements dated August 14, 1995
                between B.K. Marya and Registrant.

10.46   (4)*    Employment Agreement dated October 14, 1995 between Radu Vanco
                and Registrant.

10.48   (4)*    Loan Forgiveness Agreement dated March 12, 1996 between Radu
                Vanco 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.

10.50   (6)     Loan and Security Agreement (CEFO Facility) 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.

10.53   (6)*    Addendum dated May 29, 1998 to Employment Agreement dated
                October 14, 1995 between Radu Vanco and Registrant.

10.54   (6)*    Severance Agreement dated April 28, 1998 between Sorin Georgescu
                and Registrant.

10.55   (6)*    Severance Agreement dated April 28, 1998 between Gelu Voicu and
                Registrant.

10.57   (6)*    Severance Agreement dated April 28, 1998 between Marc H. Cremer
                and Registrant.

10.58   (6)*    Severance Agreement dated April 28, 1998 between Bassam Khoury
                and Registrant.

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.

10.64   (8)     Common Stock Purchase Agreement dated as of September 14, 1998
                between Registrant and Elex N.V. with Standstill Agreement dated
                as of September 14, 1998 between Registrant and Elex, N.V.

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   (11)    1998 Special Equity Incentive Plan

10.70   (14)    Employment Agreement dated August 18,1998 between Radu Vanco and
                Registrant
</TABLE>



                                       15
<PAGE>   16

<TABLE>
<S>     <C>    <C>
10.71   (14)   Severance Agreement dated May 11, 1999 between Irv Kovalik and
               Registrant.

21.1    (1)    List of Subsidiaries of Registrant.

23.1    (14)   Consent of Independent Accountants.

24.1    (14)   Power of Attorney.

27.1    (14)   Financial Data Schedule.
</TABLE>


----------

(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.

(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.


+       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.



                                       16
<PAGE>   17
'
                                   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 August 27, 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:   August 30, 1999               By:           *
     ---------------------               -----------------------------------------------
                                         Radu M. Vanco
                                         President, Chief Executive Officer and
                                         Director (Principal Executive Officer)

Date:   August 30, 1999               By:           *
     ---------------------               -----------------------------------------------
                                         Thomas E. Gay III
                                         Vice President of Finance and Administration
                                         and Chief Financial Officer
                                         (Principal Financial and Accounting Officer)

Date:   August 30, 1999               By:           *
     ---------------------               -----------------------------------------------
                                         Lionel M. Allan
                                         Director

Date:   August 30, 1999               By: /s/ Hideyuki Tanigami
     ---------------------               -----------------------------------------------
                                         Hideyuki Tanigami
                                         Director

Date:   August 30, 1999               By:           *
     ---------------------               -----------------------------------------------
                                         Patrick Verderico
                                         Director
</TABLE>


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