FORM 10-K/A

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                  For the fiscal year ended September 30, 1999

                           COMMISSION FILE NO: 1-9917

                             CATALINA LIGHTING, INC.
             (Exact name of Registrant as specified in its charter)

         FLORIDA                                                59-1548266
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization                             Identification Number)

                  18191 N.W. 68TH AVENUE, MIAMI, FLORIDA 33015
           (Address of principal executive offices including zip code)

                                 (305) 558-4777
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED

 Common Stock, par value                       New York Stock Exchange
     $.01 per share

        Securities registered pursuant to Section 12(g) of the Act: None

                                SECTIONS AMENDED

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
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
amendments to this Form 10-K. [ ]

                                  Page 1 of 14
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                        DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth information with respect to the
Directors and Executive Officers of the Company as of January 4, 2000:
<TABLE>
<CAPTION>
              NAME                           AGE                             POSITION WITH THE COMPANY
------------------------------------    ---------------     --------------------------------------------------------------
<S>                                           <C>           <C>
Robert Hersh                                  53            Chairman, Chief Executive Officer, President, Director

Ryan Burrow                                   39            Director

Henry Latimer                                 62            Director

Jesse Luxton                                  57            Director

Roy Oppenheim                                 39            Director

Leonard Sokolow                               43            Director

Howard Steinberg                              69            Director

Brion Wise                                    54            Director

Dean Rappaport                                48            Executive Vice President, Chief Operating Officer

Nathan Katz                                   44            Executive Vice President

David W. Sasnett                              43            Senior Vice President, Chief Financial Officer

Thomas M. Bluth                               42            Senior Vice President, Secretary, Treasurer
</TABLE>

         None of the Company's officers has any family relationship with any
director or other officer. Family relationship for this purpose means any
relationship by blood, marriage, or adoption, not more remote than first cousin.

         ROBERT HERSH is a co-founder of the Company, has been the President and
Chief Executive Officer of the Company since April 1991, Chairman of the Board
since June 1991 and a Director of the Company since April 1988. Mr. Hersh served
as the Executive Vice President of the Company from 1985 to April 1991 and as
Secretary from June 1989 until June 1991.

         RYAN BURROW has been a Director of the Company since April 1994. Since
March 1997, Mr. Burrow has been the President of BPI Global Asset Management
LLP, an investment management company managing over $3.4 billion in assets. Mr.
Burrow was Managing Director for STI Capital Management, a wholly owned
investment management subsidiary of SunTrust Banks, Inc., from August 1993 to
March 1997. Mr. Burrow served as a Senior Vice President of Sun Bank, N.A. from
February 1990 to August 1993 and from September 1987 to February 1990 was a
Senior Vice President for the Bank of New York/Irving Trust Company.

         HENRY LATIMER has been a Director of the Company since February 1996.
Mr. Latimer has since 1994 been a partner with the law firm of Eckert, Seamans,
Cherin & Mellott, a national law firm employing over 200 attorneys in nine
cities. He is the Managing Partner of the Fort Lauderdale office and serves on
the National Executive Committee and Compensation Committee of Eckert, Seamans,
Cherin & Mellott. Mr. Latimer was formerly a partner with the law firm of Fine,
Jacobson, Schwartz, Nash & Block from 1983 to 1994, served as a Circuit Court
Judge in and for the Seventeenth Circuit, Broward County, Florida, from 1979 to
1983 and each year,


                                  Page 2 of 14
<PAGE>

was voted the most qualified Judge in that circuit by lawyers in that circuit.
Mr. Latimer presently serves as a director of Boca Resorts, Inc., formerly
Florida Panthers Holding, Inc., a company which owns luxury resort hotels with
shares traded on the New York Stock Exchange under the symbol "RST". Mr. Latimer
also serves on the Orange Bowl Committee, the Board of Trustees of the
University of Miami, the Broward Workshop and the Broward Partnership for the
Homeless.

         JESSE LUXTON has been a Director of the Company since May 1999. He has
since 1997 served as a consultant to manufacturers and distributors of houseware
consumer products on issues raised in exporting from Asia and importing and
selling products in the U.S. From 1987 to 1997, Mr. Luxton served as a Director,
the President and Chief Executive Officer of National Picture and Frame Company,
a manufacturer of picture frames with annual sales of $73 million in 1997, whose
shares were traded on the NASDAQ from 1993 until 1997 under the symbol "NPAF".
Mr. Luxton serves on the Board of Directors of Glass Master Group, LLC, a
company involved in automotive and commercial replacement glass, is a
facilitator for the National Housewares Manufacturing Association and has
extensive experience in sales to retailers such as mass merchants, home centers,
hardware and specialty and warehouse clubs. Mr. Luxton serves on the marketing
advisory board of International Resources, Inc., a company that designs, sources
and markets Christmas collectibles to department and gift retailers and has
served on the Board of the National Housewares Manufacturing Association and
Southwest Texas State University Development Foundation. Mr. Luxton was also
honored as a Distinguished Alumnus in 1998 from Southwest Texas State
University.

         ROY OPPENHEIM has been a Director of the Company since May 1999. He is
the co-founder of Oppenheim & Pilelsky, P.A., a South Florida law firm. Mr.
Oppenheim is also President and founder of Weston Title & Escrow, Inc., a title
company serving South Florida. Previously, Mr. Oppenheim was an associate with
the Wall Street firms of White & Case and Milbank Tweed Hadley & McCloy. Mr.
Oppenheim attended Princeton University graduating CUM LAUDE and Northwestern
University School of Law where he was a member of the Editorial Board of the Law
Review. In 1999 Mr. Oppenheim was appointed as Vice Chairman of the City of
Weston's Charter Review Commission. He serves as a co-founder and member of the
Board of Directors of the Weston Foundation where he serves as Chairman on the
Allocation Committee. Mr. Oppenheim is also a member of the Princeton University
School's Committee where he interviews candidates for admission.

         LEONARD SOKOLOW has been a Director of the Company since March 1990. In
November 1999, Mr. Sokolow became Chief Executive Officer and Vice Chairman of
Peachtree Fiber Optics, Inc. d/b/a vFinance.com. Since September 1996, Mr.
Sokolow has been the President of Union Atlantic LLC, a private merchant banking
and strategic consulting firm specializing domestically and internationally in
technology industries, which merged into vFinance.com in November 1999. Since
August 1993 Mr. Sokolow has been President of Genesis Partners, Inc., a private
financial business consulting firm. Mr. Sokolow was Chairman and Chief Executive
Officer of the Americas Growth Fund, Inc., a closed-end management investment
company, from August 1994 to December 1998. Mr. Sokolow was Executive Vice
President - Operations, Administration and Finance of Windmere Corporation, a
manufacturer and distributor of branded and private label small household
appliances and personal care products, from March 1990 to July 1993. Mr. Sokolow
was Senior Vice President of Windmere from February 1989 to March 1990 and
General Counsel of Windmere from December 1988 to July 1993. Prior to joining
Windmere, Mr. Sokolow was a partner with the law firm of Hornsby and Whisenand,
P.A., practicing in the area of international and domestic corporate, securities
and tax law. Mr. Sokolow is also a Certified Public Accountant. Mr. Sokolow
presently serves as a director of Advanced Electronics Support Products, Inc.,
Peachtree Fiber Optics, Inc. and Ezcony Interamerica, Inc., a distributor of
major brand name consumer electronics to Latin America. The shares of Advanced
Electronics Support Products are traded on NASDAQ small cap and the shares of
Peachtree Fiber Optics and Ezcony Interamerica are traded over the counter.

         HOWARD STEINBERG has been a Director of the Company since May 1999. He
has since August 1997 served as Chief Executive Officer and Director of PGM
Products, LLC, a supplier of wood products and ceramic tile to the country's
major home centers. PGM Products is the successor to Ply*Gem Manufacturing, a
division of PlyGem Industries, Inc., which was acquired by Nortek Industries in
August 1997. From 1975 until 1997, Mr. Steinberg served as Chief Executive
Officer of the Ply*Gem Manufacturing division of PlyGem Industries, Inc. From
1964 until 1975, he served as President and Chief Operating Officer of Ply*Gem
Paneling Centers, a paneling retail division of Ply*Gem Industries, Inc. Mr.
Steinberg is also the President and a Director of Acorn USA Holding LLC, a
holding company owning a majority interest in PGM Products, and is also a member
of the Board of Directors of the International Wood Products Association, which
represents the wood industry on legislative and regulatory matters affecting
imported wood products.

                                  Page 3 of 14
<PAGE>

         BRION WISE has been a Director of the Company since May 1999. He is a
founder and since 1967 has served as Chief Executive Officer and Chairman of the
Board of Western Gas Resources ("WGR"). WGR is an independent gas gathering,
processor, energy marketer, and oil and gas producer. Its shares are traded on
the New York Stock Exchange under the symbol "WGR". Mr. Wise is also a Chemical
Engineer. Prior to founding WGR, Mr. Wise worked as a gas processing engineer
for Shell Oil Company.

         DEAN RAPPAPORT became an Executive Vice President of the Company in
January 1988 and was a Director of the Company from April 1988 until May 1999.
From January 1988 to November 1996 Mr. Rappaport was Chief Financial Officer and
Treasurer of the Company. Mr. Rappaport was promoted to Chief Operating Officer
of the Company in November 1996.

         NATHAN KATZ has been an Executive Vice President of the Company since
October 1, 1993 and Chief Executive Officer of Catalina Industries (formerly
known as Dana Lighting), a wholly-owned subsidiary of the Company, since August
1989. From October 1983 to August 1989, Mr. Katz was the Chief Executive Officer
of Dana Imports, Inc., an importer of lamps located in Boston, Massachusetts.

         DAVID W. SASNETT became a Vice President of the Company in November
1994. In November 1997, Mr. Sasnett became a Senior Vice President of the
Company. In November 1996, Mr. Sasnett became the Chief Financial Officer of the
Company. Prior to that time, he was the Company's Controller. From 1993 until he
joined the Company, Mr. Sasnett was the Vice President - Finance and Controller
of Hamilton Bank, N.A. and from 1980 to 1993 was employed by the international
accounting firm of Deloitte & Touche.

         THOMAS M. BLUTH became a Vice President of the Company in August 1994
and Secretary of the Company in November 1994. In January 2000, Mr. Bluth became
a Senior Vice President of the Company. Mr. Bluth became Treasurer of the
Company in November 1996. From 1989 until he joined the Company, Mr. Bluth was
Vice President and General Counsel for Ellis Diversified, Inc. From 1987 to
1989, Mr. Bluth was the Assistant Tax Director for Southwestern Bell
Corporation.

                                  Page 4 of 14
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth information about the compensation of
the Company's CEO and each of the other four most highly compensated Executive
Officers of the Company during the fiscal years ended September 30, 1999, 1998
and 1997 for services in all capacities.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                            ANNUAL COMPENSATION(1)           LONG TERM COMPENSATION AWARDS
    NAME AND PRINCIPAL        FISCAL      ---------------------------        -----------------------------           ALL OTHER
         POSITION              YEAR       SALARY ($)     BONUS ($)(2)       SECURITIES UNDERLYING OPTIONS(3)    COMPENSATION ($)(4)
    ------------------        ------      ----------     ------------       --------------------------------    -------------------
   <S>                         <C>           <C>              <C>                     <C>                               <C>
   Robert Hersh                1999          314,109          168,500                     -                             2,480
      Chairman, CEO            1998          299,151           26,190                     -                             1,600
      and President            1997          284,905             -                        -                             1,500

   Dean Rappaport              1999          282,697          168,500                 212,500(6)                        2,480
      Executive Vice           1998          269,235           26,190                     -                             1,600
      President, Chief         1997          256,414             -                        -                             1,500
     Operating Officer

   William D.Stewart(5)        1999          282,697          168,500                 212,500(6)                        2,480
      Executive Vice           1998          269,235           26,190                     -                             1,600
      President                1997          256,414             -                        -                             1,500

   Nathan Katz                 1999          282,697          168,500                 162,500(6)                        2,480
      Executive Vice           1998          269,235           26,190                     -                             1,600
      President                1997          256,414             -                        -                             1,500

   David W. Sasnett            1999          169,100           20,000                  42,000(7)                        2,480
      Senior Vice              1998          151,068           15,000                     -                             1,549
      President, Chief         1997          136,603           15,000                     -                             1,216
      Financial Officer
</TABLE>
------------
(1)  Perquisites and personal benefits furnished to the named Executive Officers
     do not meet the disclosure thresholds established under SEC regulations.

(2)  In accordance with their employment agreements, amounts for each of Messrs.
     Hersh, Rappaport, Stewart and Katz are equal to 1.67% of consolidated
     pre-tax income for the respective fiscal years ended September 30.

(3)  Stock options vest annually in increments of one-third of the options
     granted.

(4)  The amounts disclosed in this column represent the Company's matching
     contributions to the Company's 401(k) plan.

(5)  Pursuant to a reorganization of the Company's executive management
     structure, Mr. Stewart left the employ of the Company in December 1999.

(6)  Represents options granted in prior years which were repriced on December
     11, 1998 - see separate section "Repricing of Stock Options."

(7)  Includes 20,000 options granted in prior years which were repriced on
     December 11, 1998 - see separate section "Repricing of Stock Options."

                                  Page 5 of 14
<PAGE>

OPTIONS GRANTED

         The following table shows all grants of options to the named Executive
Officers of the Company during the fiscal year ended September 30, 1999.
Pursuant to SEC rules, the table also shows the value of the options granted at
the end of the option terms (ten years) or the remaining option terms for
options repriced if the price of the Company's stock was to appreciate annually
by 5% and 10%, respectively. There is no assurance that such stock price will
appreciate at the rates shown in the table. The Company does not have a plan
whereby tandem stock appreciation rights ("SARS") are granted.

                        OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
                                                    INDIVIDUAL GRANTS
                          -----------------------------------------------------------------------
                                            % TOTAL                                                  POTENTIAL REALIZABLE VALUE
                                            OPTIONS                                                  AT ASSUMED ANNUAL RATES OF
                           NUMBER OF       GRANTED TO                                                  STOCK APPRECIATION FOR
                          UNDERLYING       EMPLOYEES                                                      OPTION TERM ($)(3)
                            OPTIONS        IN FISCAL         EXERCISE PRICE                          --------------------------
  NAME                     GRANTED(1)      YEAR 1999         PER SHARE ($)(2)   EXPIRATION DATE          5%               10%
  ----                    -----------      ----------        ----------------   ---------------      --------           -------
  <S>                       <C>               <C>               <C>                <C>                 <C>              <C>
  Robert Hersh                 -               -                  -                    -                  -                -

  Dean Rappaport            50,000            4.2%              2.4375             10/01/01            17,867            37,391
                            50,000            4.2%              2.4375             01/03/02            19,916            41,963
                            50,000            4.2%              2.4375             10/07/02            24,854            53,318
                            62,500            5.3%              2.4375             12/01/04            51,811           117,542

  William D. Stewart        30,000            2.5%              2.4375             09/24/01            10,720            22,435
                            20,000            1.7%              2.4375             10/01/01             7,147            14,957
                            50,000            4.2%              2.4375             01/03/02            19,916            41,963
                            50,000            4.2%              2.4375             10/07/02            24,854            53,318
                            62,500            5.3%              2.4375             12/01/04            51,811           117,542

  Nathan Katz               50,000            4.2%              2.4375             01/03/02            19,916            41,963
                            50,000            4.2%              2.4375             01/15/03            27,006            58,347
                            62,500            5.3%              2.4375             12/01/04            51,811           117,542

  David W. Sasnett          12,500            1.1%              2.4375             12/01/04            10,362            23,508
                             7,500            0.6%              2.4375             10/27/05             7,320            17,020
                            15,000            1.3%              2.1250             01/12/09            20,081            50,681
                             7,000            0.6%              4.0000             06/07/09            17,640            44,520
</TABLE>
------------
(1)  All options granted (excluding the 22,000 options granted to Mr. Sasnett at
     $2.125 and $4.00) represent options granted in prior years which were
     repriced on December 11, 1998 - see separate section "Repricing of Stock
     Options." The 22,000 options granted to Mr. Sasnett vest annually in
     increments of one-third of the amount of the grant.

(2)  Represents the fair market value of the common stock on the date of grant
     or repricing. For purposes of the option plan, fair market value is the
     closing market price of the common stock as reported on the New York Stock
     Exchange.

(3)  The amounts disclosed in these columns, which reflect appreciation of the
     Company's common stock price at the 5% and 10% rates dictated by the
     Securities and Exchange Commission, are not intended to be a forecast of
     the Company's common stock price and are not necessarily indicative of the
     actual values which may be realized by the named Executive Officers or the
     shareholders.

                                  Page 6 of 14
<PAGE>

OPTION EXERCISES AND HOLDINGS

         The following table provides information as to options exercised by
each of the named Executive Officers of the Company during the fiscal year ended
September 30, 1999 and the value of options held by such officers at September
30, 1999 in terms of the closing price of the Company's stock on September 30,
1999.

                 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
                     AND FISCAL YEAR END 1999 OPTION VALUES
<TABLE>
<CAPTION>

                         SHARES                           NUMBER OF SECURITIES                       VALUE OF
                       ACQUIRED ON      VALUE             UNDERLYING OPTIONS AT              IN-THE-MONEY OPTIONS AT
NAME                    EXERCISE     REALIZED(1)           SEPTEMBER 30, 1999                  SEPTEMBER 30, 1999(2)
----                   -----------   -----------     -------------------------------      -------------------------------
                                                     EXERCISABLE       UNEXERCISABLE      EXERCISABLE       UNEXERCISABLE
                                                     -----------       -------------      -----------       -------------
<S>                      <C>            <C>            <C>                    <C>            <C>                <C>
Robert Hersh             59,600          $72,375       257,500                     0         $144,125                 0


Dean Rappaport           54,600         $173,313       262,500                     0         $477,344                 0


William D. Stewart       20,000          $67,500       212,500                     0         $358,594                 0

Nathan Katz                   0                0       217,500                     0         $404,844                 0


David W. Sasnett              0                0        20,000                22,000          $33,750           $30,875
</TABLE>
------------
(1)  The value realized is computed by multiplying the difference between the
     exercise price of the stock option and the market price of the Common Stock
     on the date of exercise by the number of shares of Common Stock with
     respect to which the option was exercised.

(2)  Based on the closing price of the Company's stock on September 30, 1999 of
     $4.125.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS

         The Company has entered into employment agreements with Robert Hersh,
Dean Rappaport, William D. Stewart and Nathan Katz, which expire on September
30, 2001. Commencing October 1, 1993, Messrs. Hersh, Rappaport, Stewart and
Katz's base annual salaries were $246,112, $221,500, $221,500, and $221,500,
respectively, with annual increases of the greater of 5% or the percentage
increases in the consumer price index published by the U.S. Department of Labor
("U.S. Consumer Price Index"). Messrs. Hersh, Rappaport and Stewart each
received options to purchase 50,000 shares of Common Stock during each of the
fiscal years 1990 through 1993 under the terms of their respective contracts.
Mr. Katz received options to purchase 50,000 shares of common stock in both 1992
and 1993. Messrs. Hersh, Rappaport, Stewart and Katz each received options to
purchase 62,500 shares of Common Stock during fiscal year 1995. No options were
given during fiscal years 1994, 1996, 1997, 1998 and 1999. The aforementioned
were issued under the Company's 1987 Stock Option and Stock Appreciation Rights
Plan.

         In connection with the employment agreements of Messrs. Hersh,
Rappaport, Stewart and Katz, the Company agreed to fund a management bonus pool
(the "Pool") with 6.67 % of the Company's consolidated pre-tax profits, at the
end of each of the Company's fiscal years beginning with the year ending
September 30, 1990 (Mr. Katz was entitled to participate in the bonus pool
beginning October 1, 1993). Under the employment agreements described above,
Messrs. Hersh, Rappaport, Stewart and Katz were each entitled to one-fourth of
the Pool. Bonuses were waived in 1990, no amounts were distributed in 1991 and
1997 due to


                                  Page 7 of 14
<PAGE>

pre-tax losses and amounts earned under the Pool in fiscal 1993, 1994, 1995,
1996, 1998, and 1999 totaled approximately $356,000, $614,000, $60,000,
$175,000, $105,000 and $674,000, respectively. In October 1999, the Company
amended their employment agreements to eliminate the pool. The Company
anticipates establishing a new bonus arrangement with these individuals for
fiscal years 2000 and 2001.

         Pursuant to a reorganization of the Company's executive management
structure, Mr. Stewart left the Company in December 1999. The Company agreed to
settle its contractual employment obligation to Mr. Stewart for a payment of
approximately $800,000. Mr. Stewart will continue to provide consulting services
under a three-year non-compete and consulting agreement for annual payments of
$250,000 through December 2002.

         The employment agreements with Messrs. Hersh, Rappaport and Katz each
provide that, if the employee terminates his employment without good reason or
is terminated for cause, such employee is subject to a non-competition provision
for a three-year period. In the event of a change of control of the Company
preceded, accompanied or followed (within specified time limits) by a reduction
of the employee's compensation or a diminution of his status or
responsibilities, the employee is entitled to terminate his employment and
receive a lump sum distribution of compensation in an amount equal to three
times his then current effective yearly compensation, including, but not limited
to, salary and bonuses. If the employee elects to so terminate, he will have the
right to sell any shares of the Company's capital stock then owned to the
Company at their fair market value and the non-competitive provisions contained
in the employment agreements shall terminate. Payments under the agreements by
the Company after a change of control are; however, limited to the amount which
would be deductible by the Company under the Internal Revenue Code of 1986, as
amended. A "change of control" is deemed to occur upon (i) the acquisition of
21% of the Company's voting power, (ii) the election of three or more directors
without approval of the incumbent directors, as defined, within a twelve-month
period, or (iii) the incumbent directors becoming less than a majority of the
Board of Directors of the Company or its successor. The agreements also provide
for payments of three times annual compensation if the employment is terminated
without cause by the Company or for good reason by the employee.

         The Company has entered into Change in Control agreements with David W.
Sasnett and Thomas M. Bluth. The agreements expire in September 2001. Such
agreements provide that, in the event of a change in control of the Company, if
the Company terminates the employment of either individual within certain time
periods or the Company fails to negotiate an acceptable employment agreement
with the individual, the Company shall pay the individual two times his annual
base salary. In addition, the agreement provides that in the event Mr. Sasnett
or Mr. Bluth is terminated "without cause" where there has been no change in
control, he is entitled to a severance payment equal to his annual base salary.

         The Company pays its proportional share of a reverse split-dollar life
insurance policy for Mr. Rappaport and Mr. Katz. In the event of the death of
Mr. Rappaport or Mr. Katz during the term of their employment agreements, the
Company would receive $1,000,000.

COMPENSATION OF DIRECTORS

         Salaried employees of the Company do not receive any additional
compensation for serving as a Director or Committee member. Non-employee
Directors receive an annual retainer of $14,000 payable $7,000 in cash and in
the number of shares equal to $7,000 calculated on the basis of the fair market
value of the common stock on the date of the Annual Meeting. The stock is
restricted and vests after one year or on a pro rata basis if the Director
ceases to serve on the Board during the year. Directors also receive $1,000 per
Board meeting and Committee meeting attended. Messrs. Burrow, Luxton, Steinberg
and Wise are reimbursed for their travel expenses to Board and Committee
meetings.

NONQUALIFIED STOCK OPTIONS

         The Company from time to time issues non-qualified stock options to
purchase shares of Common Stock to its officers. All such options are issued
pursuant to individual stock option agreements and bear an exercise price equal
to or in excess of the market value of the Common Stock on the date of grant.
The period during which such options may be exercised varies, depending on the
optionee and the circumstances under which the options have been granted. The
exercise price of such options may be paid in cash or, under


                                  Page 8 of 14
<PAGE>

certain circumstances, by delivery of shares of Common Stock or by a combination
of the foregoing. No non-qualified stock options were granted to directors or
named executive officers during fiscal 1999.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation and Stock Option Committee is composed of Messrs.
Burrow, Latimer and Sokolow. Mr. Latimer is a partner in the law firm of Eckert,
Seamans, Cherin & Mellott. During the fiscal year ended September 30, 1999, the
Company paid a total of approximately $8,500 in legal fees to Eckert, Seamans,
Cherin & Mellott.

REPRICING OF STOCK OPTIONS

         The following table sets forth information about the repricing of stock
options held by the Company's CEO and each of the other most highly compensated
Executive Officers of the Company during the last ten fiscal years ended
September 30, 1999. Mr. Hersh, Chairman, Chief Executive Officer and President,
declined to have his options repriced on December 11, 1998.

                           TEN YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
                                          NUMBER OF
                                          SECURITIES       MARKET  PRICE
                                          UNDERLYING        OF STOCK AT        EXERCISE                   LENGTH OF ORIGINAL OPTION
                                         OPTIONS/SARS         TIME OF      PRICE AT TIME      NEW         TERM REMAINING AT DATE OF
                          DATE OF        REPRICED OR       REPRICING OR     OF REPRICING    EXERCISE      REPRICING OR AMENDMENT
NAME                     REPRICING         AMENDED           AMENDMENT      OR AMENDMENT      PRICE               (YEARS)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>               <C>              <C>           <C>                    <C>
Dean Rappaport            12/11/98          50,000            $2.4375          $3.375        $2.4375                2.8
   Executive Vice         12/11/98          50,000            $2.4375          $4.875        $2.4375                3.1
   President, Chief       12/11/98          50,000            $2.4375          $4.125        $2.4375                3.8
   Operating Officer      12/11/98          62,500            $2.4375          $6.750        $2.4375                6.0

William D.Stewart         12/11/98          30,000            $2.4375          $2.500        $2.4375                2.8
   Executive Vice         12/11/98          20,000            $2.4375          $3.375        $2.4375                2.8
   President              12/11/98          50,000            $2.4375          $4.875        $2.4375                3.1
                          12/11/98          50,000            $2.4375          $4.125        $2.4375                3.8
                          12/11/98          62,500            $2.4375          $6.750        $2.4375                6.0

Nathan Katz               12/11/98          50,000            $2.4375          $4.875        $2.4375                3.1
   Executive Vice         12/11/98          50,000            $2.4375          $5.250        $2.4375                4.1
   President              12/11/98          62,500            $2.4375          $6.750        $2.4375                6.0

David W. Sasnett          12/11/98          12,500            $2.4375          $4.125        $2.4375                6.0
   Senior Vice            12/11/98           7,500            $2.4375          $4.125        $2.4375                6.9
   President, Chief
   Financial Officer
</TABLE>

REPORT ON REPRICING OF STOCK OPTIONS

         The Company's employee stock option plans are administered by the
Compensation Committee ("the Committee"). All options issued pursuant to the
Company's stock option plans were issued at the then market price. The market
price for the Company's stock, however, has declined, and as a result, a
majority of the employee stock options were substantially above the current
market price, thereby significantly undermining the incentives intended to be
created by the option grants. The Committee believed that such incentives are a
significant factor in the Company's ability to attract, retain and motivate
employees who are critical to the Company's long term success. The Committee
concluded that to allow the options to remain "out of the money" did not serve
the best interests of the Company and its shareholders. The Committee believed
that a repricing of these "out of the money" options would allow the options to
serve their intended purpose and enhance the Company's ability to retain
important employees. Consequently, on December 11, 1998, the Committee (which
consisted at the time of


                                  Page 9 of 14
<PAGE>

Messrs. Burrow, Latimer, Sokolow and a former Director Jeffrey Silverman)
approved the repricing of 1,074,733 options issued to employees (including the
named Executive Officers) with exercise prices ranging from $2.50 to $6.75 to be
repriced to $2.4375, the market value on such date. Mr.Hersh, Chairman, Chief
Executive Officer and President, declined to have his options repriced.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth information with respect to the
Company's common stock beneficially owned by those who were the beneficial
owners of more than 5% of the Company's stock. Except as otherwise noted,
beneficial ownership is as of January 4, 2000 and, other than as provided by
community property and other such laws, consists of sole voting and investment
power.
<TABLE>
<CAPTION>
 NAME AND ADDRESS OF                                   COMMON STOCK
   BENEFICIAL OWNER                                BENEFICIALLY OWNED(1)                            PERCENTAGE
------------------------------------        -----------------------------------     -------------------------------------------
<S>                                                    <C>                                            <C>
Heartland Advisors, Inc.............                   1,391,200(2)                                   20.2%
789 North Water Street
Milwaukee, WI 53202

Robert Hersh........................                   1,185,300(3)                                   16.6%
18191 N.W. 68th Avenue
Miami, Florida 33015

Dean Rappaport......................                   1,117,100(4)                                   15.6%
18191 N.W. 68th Avenue
Miami, Florida 33015

Nathan Katz.........................                     630,742(5)                                    8.9%
55 Norfolk Avenue
Easton, MA

Wai Check Lau.......................                     558,200(6)                                    8.1%
6/F, Kenning Industrial Bldg.
19 Wang Hoi Road
Kowloon, Hong Kong

Dimensional Fund Advisors, Inc......                     471,600(7)                                    6.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

David Moss..........................                     443,082(8)                                    6.4%
6073 N.W. 167th Street
Building C-5
Miami, FL 33015
</TABLE>
------------
(1) Includes shares which may be acquired pursuant to vested stock options and
    options which become exercisable through March 4, 2000 or shares for which
    the stockholder has the power to direct the vote. Percentage ownership based
    upon 6,893,646 shares outstanding as of January 4, 2000.

(2) Heartland Advisors, Inc., a registered investment advisor, is deemed to have
    beneficial ownership of 1,391,200 shares of Catalina Lighting, Inc. stock,
    all of which shares are held in investment advisory accounts. As a result,
    various persons have the right to receive or the power to direct the receipt
    of dividends from, or the proceeds from the sale of, the securities. The
    interest of one such account, Heartland Value Fund, a Series of Heartland
    Group, Inc., a registered investment company, relates to more than 5% of the
    stock.

                                 Page 10 of 14
<PAGE>

(3) Includes 750,000 shares as to which voting power is shared (see note 6
    below) and shares purchasable through the exercise of options as follows:
    45,000 shares at $1.75 per share, 50,000 shares at $3.375 per share, 50,000
    shares at $4.875 per share, 50,000 shares at $4.125 per share and 62,500
    shares at $6.75 per share.

(4) Includes 750,000 shares as to which voting power is shared (see note 6
    below) and shares purchasable through the exercise of options as follows:
    50,000 shares at $1.75 per share and 212,500 shares at $2.4375 per share.

(5) Includes 162,500 shares purchasable through the exercise of options at $
    2.4375 per share.

(6) Of the number of shares beneficially owned by Wai Check Lau, 477,500 shares
    are owned by Go-Gro Holdings Limited, which is owned by Wai Check Lau, 6,000
    shares are owned by Amy Yuen Ying Lau Cheung, the wife of Wai Check Lau and
    21,500 shares are owned jointly by Wai Check Lau and Amy Yuen Ying Lau
    Cheng. In July 1994, as part of Company's acquisition of Go-Gro Industries
    Limited ("Go-Gro"), Wai Check Lau and Amy Yuen Ying Lau Cheng each delivered
    an irrevocable proxy to Catalina Asia, an entity controlled by the Company.
    Catalina Asia has a proxy to vote the 558,200 shares beneficially owned by
    Mr. Lau and additional 191,800 shares of the Company also issued to previous
    stockholders of Go-Gro upon the acquisition. The 750,000 shares are voted at
    the direction of Messrs. Hersh and Rappaport, members of the Board of
    Directors of Catalina Asia. Except as to such shared voting power, each of
    Messrs. Hersh and Rappaport disclaims beneficial ownership of such shares.

(7) Based solely upon a Schedule 13G filed with the Securities and Exchange
    Commission as of December 31, 1999, Dimensional Fund Advisors Inc.
    ("Dimensional"), an investment advisor registered under Section 203 of the
    Investment Advisors Act of 1940, furnishes investment advice to four
    investment companies registered under the Investment Company Act of 1940,
    and serves as investment manager to certain other investment vehicles,
    including commingled group trusts. (These investment companies and
    investment vehicles are the "Portfolios"). In its role as investment advisor
    and investment manager, Dimensional possesses both voting and investment
    power over 471,600 shares of Catalina Lighting, Inc., stock. The Portfolios
    own all securities reported in this statement, and Dimensional disclaims
    beneficial ownership of such securities.

(8) Based solely on a Schedule 13D filed with the Securities and Exchange
    Commission on April 30, 1999. This amount includes 34,600 shares held in
    trust for the benefit of Mr. Moss' children and 14,000 shares are owned
    directly by a Florida limited partnership whose general partner DMM
    Investments, Inc. is wholly owned by Mr. Moss.

FILINGS UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and the New York Stock Exchange. Officers, Directors and
greater than ten-percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. The Company is not aware of any beneficial owner of more than ten percent
of its Common Stock except for Heartland Advisors, Inc.

         Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons, the Company
believes that all filing requirements applicable to its Officers and Directors
were complied with during the 1999 fiscal year.

                                 Page 11 of 14
<PAGE>

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

         The following table sets forth, to the best knowledge of the Company,
the shares of common stock beneficially owned at January 4, 2000 by each
Director and Executive Officer and by all Directors and Executive Officers of
the Company as a group.
<TABLE>
<CAPTION>
                                                            COMMON STOCK
            NAME OF BENEFICIAL OWNER                    BENEFICIALLY OWNED(1)                     PERCENTAGE
     ----------------------------------------     ---------------------------------    ---------------------------------
     <S>                                                            <C>                             <C>
     Robert Hersh.........................                          1,185,300(2,10)                 16.6%

     Dean Rappaport.......................                          1,117,100(3,10)                 15.6%

     Ryan Burrow..........................                             22,478(4,11)                   *

     Henry Latimer........................                             16,273(5,11)                   *

     Jesse Luxton........................                               1,778  (11)                   *

     Roy Oppenheim......................                                1,778  (11)                   *

     Leonard Sokolow......................                             42,778(6,11)                   *

     Howard Steinberg...................                               21,778  (11)                   *

     Brion Wise............................                             1,778  (11)                   *

     Nathan Katz..........................                            630,742   (7)                  8.9%

     David W. Sasnett....................                              27,000   (8)                   *

     Thomas M. Bluth......................                             24,500   (9)                   *

     All Directors and Executive Officers
     of the Company and its subsidiaries as
     a group
     (12 persons).........................                          2,343,283  (10)                 30.5%
</TABLE>
------------
*    less than 1%

(1)  Includes shares which may be acquired pursuant to vested stock options and
     options which become exercisable through March 4, 2000. Percentage
     ownership based upon 6,893,646 shares outstanding as of January 4, 2000.

(2)  Includes shares purchasable through the exercise of options as follows:
     45,000 shares at $1.75 per share, 50,000 shares at $3.375 per share, 50,000
     shares at $4.875 per share, 50,000 shares at $4.125 per share and 62,500
     shares at $6.75 per share.

(3)  Includes shares purchasable through the exercise of options as follows:
     50,000 shares at $1.75 per share and 212,500 shares at $2.4375 per share.

                                 Page 12 of 14
<PAGE>

(4)  Includes 500 shares owned by Mr. Burrow's wife and shares purchasable
     through the exercise of options as follows: 2,000 shares at $6.625 per
     share, 2,000 shares at $10.75 per share, 2,000 shares at $6.25 per share
     and 12,000 shares at $3.75 per share.

(5)  Includes shares purchasable through the exercise of options as follows:
     2,000 shares at $6.25 per share and 12,000 shares at $3.75 per share.

(6)  Includes shares purchasable through the exercise of options as follows:
     25,000 shares at $4.875 per share, 2,000 shares at $7.875 per share, 2,000
     shares at $5.375 per share, 2,000 shares at $6.875 per share, 2,000 shares
     at $10.75 per share, 2,000 shares at $6.625 per share, 2,000 shares at
     $6.25 per share and 2,000 shares at $3.75 per share.

(7)  Includes 162,500 shares purchasable upon the exercise of options at $2.4375
     per share.

(8)  Includes shares purchasable through the exercise of options as follows:
     5,000 shares at $2.125 per share and 20,000 shares at $2.4375 per share.

(9)  Includes 22,500 shares purchasable through the exercise of options at
     $2.4375 per share.

(10) Includes 750,000 shares owned by previous shareholders of Go-Gro Industries
     Limited which Messrs. Hersh and Rappaport jointly have a power to vote
     pursuant to irrevocable proxies. Except as to such shared voting power,
     Messrs. Hersh and Rappaport disclaim beneficial ownership of these shares.

(11) Includes 1,778 shares received on May 10, 1999 as annual retainer for
     serving on the Company's Board of Directors. The shares are restricted and
     vest after one year or on a pro rata basis if the Director ceases to serve
     on the Board during the year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company leased a facility located in Massachusetts from an entity
in which an officer and a former officer had an ownership interest. The lease
expired in June 1999. Rent expense related to this lease was approximately
$99,000, $159,000, and $164,000 for the years ended September 30, 1999, 1998 and
1997, respectively.

         The Company leases its Hong Kong office from a company owned by Wai
Check Lau, a shareholder of the Company. The lease expires in 2001 but may be
extended for an additional year. Rent expense related to this lease was $257,000
for the years ended September 30, 1999 and 1998 and $270,000 for the year ended
September 30, 1997.

         During the years ended September 30, 1999, 1998 and 1997, Go-Gro, a
wholly-owned subsidiary of the Company, purchased $1.7 million, $1.0 million and
$2.1 million, respectively, in raw materials from an affiliate which is fifty
percent owned by the Company and which includes a shareholder of the Company as
one of its directors.

         Notes and advances receivable from Dean Rappaport totaled approximately
$120,000 at December 31, 1999 and included a $100,000 note bearing interest at
LIBOR plus 250 basis points, collateralized by stock option agreements to
purchase 100,000 shares of the Company and maturing in December 2000.

         Notes and advances receivable from Nathan Katz totaled approximately
$71,000 at December 31, 1999 and included a $70,000 note bearing interest at
LIBOR plus 250 basis points, collaterized by stock option agreements to purchase
50,000 shares of the Company and maturing in January 2001.

                                 Page 13 of 14
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           CATALINA LIGHTING, INC.



                                           By: /s/ ROBERT HERSH
                                                   -----------------------------
                                                   Robert Hersh
                                                   Chairman, President and
                                                   Chief Executive Officer

                                                   January 28, 2000

                                 Page 14 of 14