content: <PAGE>
   
  ================================================================================
  
                         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
  
  
  
                                FEBRUARY 21, 1997
                ------------------------------------------------
                Date of Report (Date of earliest event reported)
  
  
  
                                  CATALYTICA, INC.
  --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
  
  
           Delaware                        000-20966               94-2262240
  ----------------------------     -----------------------     ------------------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                        Identification No.)
  
                               430 Ferguson Drive
                        Mountain View, California  94043
                    ----------------------------------------
                    (Address of principal executive offices)
  
  
  
                                  (415) 960-3000
                ---------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  ================================================================================
  <PAGE>
   
  Item 5.  OTHER EVENTS
  
           In response to recent trading activity in the Company's Common Stock,
  the Company has attached a copy of its news release dated February 5, 1997
  herewith (the "News Release"). As stated in the News Release, the completion
  of the acquisition described therein (the "Acquisition") is subject to a
  number of risks and uncertainties, including the following: (i) completion of
  the negotiation of definitive documents, including an asset purchase agreement
  and long term supply contracts for chemical, final dosage and sterile
  products; (ii) completion of the due diligence review by the Company and its
  equity and debt financing sources; (iii) completion of the negotiation of the
  terms of the substantial equity and debt financings required to consummate the
  Acquisition; and (iv) receipt of certain regulatory approvals and consents,
  including stockholder approval. Terms of the equity financing are expected to
  be structured to reflect the valuation of the Company's businesses prior to
  the announcement of the Acquisition. Terms of the debt financing are expected to
  be structured to reflect anticipated payments under the supply contracts.
  Further, as stated in the News Release, if the Acquisition is completed,
  Catalytica's future operation of the facility involves additional risks and
  uncertainties.
  
           This document and the News Release contain forward looking statements
  regarding the Acquisition and the future performance of Catalytica, both of
  which are subject to a number of risks and uncertainties including, the risks
  and uncertainties stated above and the risks and uncertainties stated in the
  News Release. Investors are encouraged to review the News Release attached as
  Exhibit 99.1 hereto, and Catalytica's Form 10-K for the year ended December
  31, 1995 (Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996,
  June 30, 1996, and September 30, 1996 for a more complete discussion of
  factors that could affect Catalytica's future performance.
  
                                       ###
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c) Exhibits
  
               99.1  The Company's News Release Dated February 5, 1997.
  
  
                                       -2-
  <PAGE>
   
                                    SIGNATURE
  
            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.
  
  
                                    CATALYTICA, INC.
  
  
  Dated:  February 21, 1997         By: /s/ LAWRENCE W. BRISCOE
                                        -----------------------------------
                                            Name:   Lawrence W. Briscoe
                                            Title:  Vice President Finance and
                                                    Administration and Chief
                                                    Financial Officer
  
                                       -3-
  <PAGE>
   
                                   EXHIBIT INDEX
   
   
    Exhibit                         Description                        
  ------------    --------------------------------------------------
     99.1         THE COMPANY'S NEWS RELEASE DATED FEBRUARY 5, 1997.         
   
  
  
                                       -4-
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metadata_filer: {"company-data": {"conformed-name": "CATALYTICA INC", "cik": "0000841466", "assigned-sic": "8731", "irs-number": "942262240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20966", "film-number": "97541508"}, "business-address": {"street1": "430 FERGUSON DRIVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-5272", "phone": "4159603000"}, "mail-address": {"street1": "430 FERGUSON DR", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-5272"}}
text: ================================================================================
  
                         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
  
                                FEBRUARY 21, 1997
                ------------------------------------------------
                Date of Report (Date of earliest event reported)
  
                                  CATALYTICA, INC.
  --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
           Delaware                        000-20966               94-2262240
  ----------------------------     -----------------------     ------------------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                        Identification No.)
  
                               430 Ferguson Drive
                        Mountain View, California  94043
                    ----------------------------------------
                    (Address of principal executive offices)
  
                                  (415) 960-3000
                ---------------------------------------------------
                (Registrant's telephone number, including area code)
  
  ================================================================================
  Item 5.  OTHER EVENTS
  
           In response to recent trading activity in the Company's Common Stock,
  the Company has attached a copy of its news release dated February 5, 1997
  herewith (the "News Release"). As stated in the News Release, the completion
  of the acquisition described therein (the "Acquisition") is subject to a
  number of risks and uncertainties, including the following: (i) completion of
  the negotiation of definitive documents, including an asset purchase agreement
  and long term supply contracts for chemical, final dosage and sterile
  products; (ii) completion of the due diligence review by the Company and its
  equity and debt financing sources; (iii) completion of the negotiation of the
  terms of the substantial equity and debt financings required to consummate the
  Acquisition; and (iv) receipt of certain regulatory approvals and consents,
  including stockholder approval. Terms of the equity financing are expected to
  be structured to reflect the valuation of the Company's businesses prior to
  the announcement of the Acquisition. Terms of the debt financing are expected to
  be structured to reflect anticipated payments under the supply contracts.
  Further, as stated in the News Release, if the Acquisition is completed,
  Catalytica's future operation of the facility involves additional risks and
  uncertainties.
  
           This document and the News Release contain forward looking statements
  regarding the Acquisition and the future performance of Catalytica, both of
  which are subject to a number of risks and uncertainties including, the risks
  and uncertainties stated above and the risks and uncertainties stated in the
  News Release. Investors are encouraged to review the News Release attached as
  Exhibit 99.1 hereto, and Catalytica's Form 10-K for the year ended December
  31, 1995 (Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996,
  June 30, 1996, and September 30, 1996 for a more complete discussion of
  factors that could affect Catalytica's future performance.
  
                                       ###
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c) Exhibits
  
               99.1  The Company's News Release Dated February 5, 1997.
  
                                       -2-
  SIGNATURE
  
            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.
  
                                    CATALYTICA, INC.
  
  Dated:  February 21, 1997         By: /s/ LAWRENCE W. BRISCOE
                                        -----------------------------------
                                            Name:   Lawrence W. Briscoe
                                            Title:  Vice President Finance and
                                                    Administration and Chief
                                                    Financial Officer
  
                                       -3-
  EXHIBIT INDEX
   
   
    Exhibit                         Description                        
  ------------    --------------------------------------------------
     99.1         THE COMPANY'S NEWS RELEASE DATED FEBRUARY 5, 1997.         
   
  
                                       -4-