UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 1, 2005 ------------------------------- CATALYST SEMICONDUCTOR, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21488 77-0083129 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1250 Borregas Avenue, Sunnyvale, California 94089 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (408) 542-1000 ----------------------------- -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On September 1, 2005, Catalyst Semiconductor, Inc. issued a press release announcing its financial results for its first fiscal quarter ended July 31, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be specifically set forth by specific reference in such filing. Item 8.01. Other Events. On September 1, 2005, Catalyst Semiconductor, Inc. also announced that its Board of Directors has authorized a new stock repurchase program under which the company may purchase up to 1.0 million shares of its common stock. Including purchases in the quarter ended July 31, 2005, Catalyst purchased 3.5 million shares of its common stock under its prior repurchase program since its adoption in 2001, representing the maximum authorization under the prior program. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Description ------- ----------- 99.1 Press Release of Catalyst Semiconductor, Inc. dated September 1, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 1, 2005 CATALYST SEMICONDUCTOR, INC. By: /s/ Gelu Voicu ------------------------------------------ Gelu Voicu President and Chief Executive Officer By: /s/ Thomas E. Gay III ------------------------------------------ Thomas E. Gay III Vice President, Finance and Administration and Chief Financial Officer CATALYST SEMICONDUCTOR, INC. FORM 8-K INDEX TO EXHIBITS Exhibit Description ------- ----------- 99.1 Press Release of Catalyst Semiconductor, Inc. dated September 1, 2005.