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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                                      FORM 8-K
  
  CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
  
  
                         DATE OF REPORT: September 30, 1999
  
  
                                  CATALYTICA, INC.
               (Exact name of Registrant as specified in its charter)
  
                                      0-20966
                              (Commission File Number)
  
              Delaware                               94-2262240
  (State or other jurisdiction of                  (IRS Employer
  incorporation or organization)                Identification Number)
  
                                 430 Ferguson Drive
                          Mountain View, California  94043
                      (Address of principal executive offices)
  
                                   (650) 960-3000
                (Registrant's telephone number, including area code)
  
  
  
                                         1
  <PAGE>
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
     On September 20, 1999, Catalytica, Inc., a Delaware corporation (the
  "Registrant"), pursuant to that certain Agreement and Plan of Reorganization
  (the "Reorganization Agreement") dated July 14, 1999 by and among the
  Registrant,  Pilot Acquisition Corporation, a Michigan corporation and wholly
  owned subsidiary of the Registrant ("Merger Sub") and Wyckoff Chemical Company,
  Inc., a Michigan corporation ("Wyckoff"), acquired Wyckoff through the merger of
  Merger Sub with and into Wyckoff (the "Merger").  Wyckoff survived the Merger as
  a wholly-owned subsidiary of the Registrant.
  
     Pursuant to the Merger, each outstanding share of Wyckoff Common Stock  was
  converted into the right to receive 14.157928 of a share of the Registrant's
  Common Stock and accompanying Preferred Share Purchase Rights ("Rights")
  pursuant to that certain Preferred Shares Rights Agreement dated as of October
  23, 1996 by and between the Registrant and Chasemellon Shareholder Services,
  L.L.P., one such right to accompany each share of the Registrant's Common Stock
  issued in the Merger.  As a result, approximately 284,633 shares of Wyckoff
  Common Stock outstanding immediately prior to the Merger were converted into
  approximately 4,029,813 registered shares of the Registrant's Common Stock.  In
  addition, options and other rights to acquire approximately 32,962 shares of
  Wyckoff Common Stock outstanding under Wyckoff's employee benefit plans were
  assumed by the Registrant and converted into options to purchase approximately
  466,674 shares of the Registrant's Common Stock.  An additional Registration
  Statement on Form S-8 with respect to the shares of the Registrant's Common
  Stock underlying such options was filed by the Registrant on September 24, 1999.
  
     The summary of the provisions of the Reorganization Agreement set forth above
  is qualified by reference to the Reorganization Agreement, which is incorporated
  herein by reference to Exhibit  2.1 to the Registration Statement on  Form S-4
  of the Registrant (File No. 333-84615), declared effective by the Securities and
  Exchange Commission (the "Commission") on August 20, 1999.
  
  
                                         2
  <PAGE>
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  
           FINANCIAL STATEMENTS OF WYCKOFF CHEMICAL COMPANY, INC.
  
  
  
  INDEPENDENT AUDITORS' REPORT
  
  Board of Directors
  Wyckoff Chemical Company, Inc.
  South Haven, Michigan
  
    We have audited the consolidated balance sheets of Wyckoff Chemical Company,
  Inc. and Subsidiary (the Company) as of June 30, 1999 and 1998, and the related
  consolidated statements of operations, shareholders' equity, and cash flows for
  each of the three years in the period ended June 30, 1999. Our audits also
  included the financial statement schedule listed in the Index to the Financial
  Statements. These financial statements and schedule are the responsibility of
  the Company's management. Our responsibility is to express an opinion on these
  financial statements and schedule based on our audits.
  
    We conducted our audits in accordance with generally accepted auditing
  standards. Those standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of material
  misstatement. An audit includes examining, on a test basis, evidence supporting
  the amounts and disclosures in the financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.
  
    In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects, the financial position of Wyckoff
  Chemical Company, Inc. and Subsidiary, at June 30, 1999 and 1998, and the
  results of its operations and its cash flows for the three years in the period
  ended June 30, 1999, in conformity with generally accepted accounting
  principles. Also, in our opinion, the related financial statement schedule, when
  considered in relation to the basic financial statements taken as a whole,
  presents fairly in all material respects the information set forth therein.
  
  
  
                                       /s/ BDO Seidman LLP
  
  
  July 23, 1999
  Kalamazoo, Michigan
  
                                         3
  <PAGE>
  
                           WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
  
  
  <TABLE>
  <CAPTION>
                                                                                        June 30,              June 30,
                                                                                          1999                  1998
                                                                                       ------------          -----------
  <S>                                                                                  <C>                   <C>
  Assets (Notes 4 and 5)
  Current:
    Cash                                                                                $   290,000          $   305,000
      Accounts receivable, less allowance of $34,000 and $22,000                          8,240,000            5,618,000
      Inventories (Note 3)                                                                7,513,000            6,307,000
      Prepaid expenses                                                                      127,000              164,000
                                                                                        -----------          -----------
       Total Current Assets                                                              16,170,000           12,394,000
  
  Property and equipment:
      Land and improvements                                                               1,139,000            1,104,000
      Buildings and improvements                                                         11,276,000            8,208,000
      Machinery and equipment                                                            34,261,000           25,399,000
      Construction projects in progress (estimated cost to complete
        $4,096,000 as of June 30, 1999)                                                   1,286,000            3,878,000
                                                                                        -----------          -----------
                                                                                         47,962,000           38,589,000
    Less accumulated depreciation                                                        20,503,000           17,589,000
                                                                                        -----------          -----------
    Net Property and Equipment                                                           27,459,000           21,000,000
    Other - Bond issue costs (net of accumulated amortization of $66,000
      and $30,000)                                                                          153,000              178,000
                                                                                        -----------          -----------
                                                                                        $43,782,000          $33,572,000
                                                                                        ===========          ===========
  </TABLE>
  
  See accompanying summary of accounting policies and notes to consolidated
  financial statements.
  
                                         4
  <PAGE>
  
                           WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS - (Continued)
  
  
  <TABLE>
  <CAPTION>
                                                                                  June 30,            June 30,
                                                                                   1999                 1998
                                                                                -----------         ------------
  <S>                                                                           <C>                  <C>
  Liabilities and Stockholders' Equity
  Current Liabilities:
    Accounts payable                                                             $ 2,644,000         $ 1,853,000
    Line-of-credit (Note4)                                                         1,000,000             500,000
    Accruals:
      Compensation and taxes thereon                                                 858,000             345,000
      Profit sharing                                                                 213,000             145,000
      Taxes other than income taxes                                                   50,000              61,000
      Other                                                                          220,000              75,000
      Income taxes                                                                   819,000             311,000
      Interest                                                                        32,000              42,000
      Current portion of long-term debt (Note 5)                                   2,464,000           1,340,000
                                                                                 -----------         -----------
  Total Current Liabilities                                                        8,300,000           4,672,000
  Long-Term Debt, less current portion (Note 5)                                   10,822,000           7,109,000
  Postretirement Benefits (Note 9)                                                   388,000             349,000
  Deferred Income Taxes (Note 7)                                                   2,598,000           2,358,000
                                                                                 -----------         -----------
  Total Liabilities                                                               22,108,000          14,488,000
  Commitments (Notes 8 and 9)
  Shareholders' Equity:
    Common stock (5,000,000 shares authorized; 283,929 shares
     outstanding at June 30, 1999 and 283,488 shares outstanding at
     June 30, 1998) (Note 6)                                                         284,000             283,000
  
  
    Additional paid-in capital                                                     2,095,000           2,060,000
    Retained earnings                                                             19,295,000          16,741,000
                                                                                 -----------         -----------
  Total Shareholders' Equity                                                      21,674,000          19,084,000
                                                                                 -----------         -----------
                                                                                 $43,782,000         $33,572,000
                                                                                 ===========         ===========
  </TABLE>
  
  
    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.
  
                                         5
  <PAGE>
  
                           WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF OPERATIONS
  
  <TABLE>
  <CAPTION>
                                                                          Year Ended June 30,
                                                             -----------------------------------------------------
                                                               1999                 1998                 1997
                                                             ------------         -----------          -----------
  <S>                                                        <C>                  <C>                  <C>
  Net Sales                                                  $36,524,000          $31,429,000          $29,041,000
  Cost of Sales                                               24,951,000           21,454,000           19,678,000
                                                             -----------          -----------          -----------
       Gross profit                                           11,573,000            9,975,000            9,363,000
  Research and Development Expenses                            1,810,000            1,451,000            1,163,000
  Selling and Administrative Expenses                          4,974,000            4,004,000            3,595,000
                                                             -----------          -----------          -----------
  Operating profit                                             4,789,000            4,520,000            4,605,000
  Interest Expense, net of interest income of
   $51,000, $111,000 and $120,000                               608,000               584,000              607,000
                                                             -----------          -----------          -----------
  Income before taxes on income                                4,181,000            3,936,000            3,998,000
  Taxes on Income (Note 7)                                     1,290,000            1,066,000            1,296,000
                                                             -----------          -----------          -----------
       Net Income                                            $ 2,891,000          $ 2,870,000          $ 2,702,000
                                                             ===========          ===========          ===========
  Net Income per Share (Note 11)
       Basic                                                      $10.19               $10.09                $9.47
                                                             ===========          ===========          ===========
       Diluted                                                    $10.08               $10.00                $9.39
                                                             ===========          ===========          ===========
  Number of shares used in computing net income
   per share:
       Basic                                                     283,614              284,324              285,317
                                                             ===========          ===========          ===========
       Diluted                                                   286,835              287,045              287,793
                                                             ===========          ===========          ===========
  </TABLE>
  
    See accompanying summary of accounting policies and notes to consolidated
                              financial statements.
  
                                         6
  <PAGE>
  
                         WYCKOFF CHEMICAL COMPANY, INC.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
  
  <TABLE>
  <CAPTION>
  
  <S>                             <C>                           <C>                <C>               <C>
  
                                       Common Stock             Additional                              Total
                                       ------------              Paid-in            Retained        Shareholders'
                                  Shares          Amount         Capital            Earnings           Equity
                                  ------          ------         -------            --------           ------
  <S>                             <C>                           <C>                <C>               <C>
  Balance, June 30, 1996          285,185        $285,000      $2,234,000         $11,853,000       $14,372,000
     Issuance of common stock         269              --          21,000                  --            21,000
     Net income                        --              --              --           2,702,000         2,702,000
     Dividends, $1.20 per share        --              --              --            (342,000)         (342,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1997          285,454         285,000       2,225,000          14,213,000        16,753,000
     Issuance of common stock          76              --           7,000                  --             7,000
     Repurchase of common stock    (2,042)         (2,000)       (202,000)                 --          (204,000)
     Net income                        --              --              --           2,870,000         2,870,000
     Dividends, $1.20 per share        --              --              --            (342,000)         (342,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1998          283,488         283,000       2,060,000          16,741,000        19,084,000
     Issuance of common stock         441           1,000          35,000                  --            36,000
     Net income                        --              --              --           2,891,000         2,891,000
     Dividends, $1.20 per share        --              --              --            (337,000)         (337,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1999          283,929         284,000       2,095,000          19,295,000        21,674,000
  
  </TABLE>
  
     See accompanying summary of accounting policies and notes to consolidated
                               financial statements.
  
                                         7
  <PAGE>
  
                           WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
  
  <TABLE>
  <CAPTION>
                                                                              Year Ended June 30,
                                                                              -------------------
                                                                  1999                1998                1997
                                                                  ----                ----                ----
  <S>                                                      <C>                 <C>                 <C>
  Operating Activities (Note 10):
   Net income                                                    $ 2,891,000         $ 2,870,000         $ 2,702,000
    Adjustments to reconcile net income to cash provided
     by operating activities:
      Depreciation and amortization                                3,440,000           2,965,000           2,688,000
      Bad debts                                                       12,000              10,000             (33,000)
      (Gain) loss on sale of assets                                   20,000              (2,000)              1,000
      Stock option expense                                            10,000                  --               7,000
      Stock compensation plan expense                                 25,000               7,000              14,000
      Postretirement benefit expense                                  39,000              83,000              45,000
      Deferred income taxes                                          240,000             208,000             284,000
      Changes in assets and liabilities:
         Accounts receivable                                      (2,634,000)           (832,000)            719,000
         Inventories                                              (1,206,000)           (112,000)         (1,200,000)
         Prepaid expenses and other assets                           (61,000)            (41,000)           (274,000)
         Accounts payable                                            207,000            (211,000)             39,000
         Accruals                                                  1,213,000             (44,000)            386,000
                                                                 -----------         -----------         -----------
  Cash Provided by Operating Activities:                           4,196,000           4,901,000           5,378,000
  
  Investing Activities:
   Capital expenditures                                           (9,217,000)         (4,251,000)         (3,534,000)
   Proceeds from sale of property and equipment                        5,000               4,000               5,000
                                                                 -----------         -----------         -----------
  Cash Used in Investing Activities:                              (9,212,000)         (4,247,000)         (3,529,000)
  
  Financing Activities:
   Dividends paid                                                   (337,000)           (342,000)           (342,000)
   Net receipts/payments under line-of-credit agreement              500,000             500,000          (1,278,000)
   Principal payments of long-term debt                           (1,339,000)         (1,269,000)         (8,334,000)
   Issuance of long-term debt                                      6,176,000                  --           8,627,000
   Issuance of common stock                                            1,000                  --                  --
   Purchase of common stock                                               --            (204,000)                 --
                                                                 -----------         -----------         -----------
  Cash Provided by (Used in) Financing Activities:                 5,001,000          (1,315,000)         (1,327,000)
  
  Increase (Decrease) in Cash                                        (15,000)           (661,000)            522,000
  Cash, beginning of year                                            305,000             966,000             444,000
                                                                 -----------         -----------         -----------
  Cash, end of year                                              $   290,000         $   305,000         $   966,000
                                                                 ===========         ===========         ===========
  </TABLE>
  
  
     See accompanying summary of accounting policies and notes to consolidated
                               financial statements.
  
                                         8
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                           SUMMARY OF ACCOUNTING POLICIES
  
  Principles of Consolidation
  
    The consolidated financial statements include the accounts of Wyckoff and its
  subsidiary, Wyckoff Chemical Foreign Sales Corporation. All material
  intercompany accounts and transactions are eliminated.
  
  Consolidated Statements of Cash Flows
  
    For purposes of the consolidated statements of cash flows, Wyckoff considers
  all highly liquid investments with a maturity of three months or less when
  purchased to be cash equivalents.
  
  Estimates
  
    The preparation of consolidated financial statements in conformity with
  generally accepted accounting principles requires management to make estimates
  and assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the consolidated
  financial statements and the reported amounts of revenues and expenses during
  the reporting period. Actual results could differ from those estimates.
  
  Inventories
  
    Inventories are valued at the lower of cost or market. Cost is determined by
  the first-in, first-out (FIFO) method.
  
  Property, Equipment and Depreciation
  
    Property and equipment are stated at cost. Depreciation is computed over the
  estimated useful lives of the assets by the straight-line method for financial
  reporting purposes and by accelerated methods for income tax purposes.
  
  Revenue Recognition
  
    Revenue consists of product sales and is recognized upon shipment of products.
  
  Advertising Costs
  
    Advertising costs are expensed as incurred. Total advertising costs expensed
  during the years ended June 30, 1999, 1998 and 1997, were $43,000, $102,000 and
  $56,000, respectively.
  
  Employee Benefit Plan
  
    Wyckoff has established an employee benefit plan under Internal Revenue Code
  Section 501(c)(9) to provide accident and health insurance benefits to all of
  its eligible employees. During the year ended June 30, 1997, Wyckoff changed its
  employee benefit plan from a self-funded plan to a fully insured plan whereby
  monthly premiums are paid to an insurance carrier.
  
            See accompanying notes to consolidated financial statements.
  
                                         9
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                    SUMMARY OF ACCOUNTING POLICIES--(Continued)
  
  Taxes on Income
  
    Wyckoff has adopted Statement of Financial Accounting Standards (SFAS) No.
  109, Accounting for Income Taxes. SFAS No. 109 requires recognition of deferred
  tax liabilities and assets for the expected future tax consequences of temporary
  differences between the financial statement carrying amount and the tax basis of
  assets and liabilities.
  
  Earnings Per Share
  
    Earnings per share is presented in accordance with SFAS No. 128, Earnings Per
  Share ("EPS"). This statement requires the presentation of EPS to reflect both
  Basic EPS and Diluted EPS on the face of the consolidated statements of income.
  In general, Basic EPS excludes dilution created by common stock equivalents.
  Diluted EPS reflects the potential dilution created by common stock equivalents.
  All periods presented herein have been adjusted to reflect the calculation of
  EPS in accordance with SFAS No. 128. See Note 11 for reconciliation of the
  numerators and denominators for the Basic EPS and Diluted EPS calculations.
  
  Stock Based Compensation
  
    In 1995, the Financial Accounting Standards Board issued Statement No. 123,
  Accounting for Stock-Based Compensation, which provides an alternative to APB
  Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for
  stock-based compensation to employees. The Company has elected to account for
  stock-based compensation to employees in accordance with APB Opinion 25.
  
  Comprehensive Income
  
    Effective April 1, 1998, Wyckoff adopted SFAS No. 130, Reporting Comprehensive
  Income. SFAS No. 130 requires that all items recognized under accounting
  standards as components of comprehensive earnings be reported in an annual
  financial statement that is displayed with the same prominence as other annual
  financial statements. As Wyckoff has no components of other comprehensive
  income, there are no disclosure requirements involved in Wyckoff's adoption of
  SFAS No. 130.
  
  Impact of Recently Issued Accounting Standards
  
    In June 1998, the Financial Accounting Standards Board issued Statement No.
  133, Accounting for Derivative Instruments and Hedging Activities, which is
  required to be adopted in years beginning after June 15, 2000. Management does
  not anticipate that the adoption of SFAS No. 133 will have a significant effect
  on results of operations or the financial position of Wyckoff.
  
            See accompanying notes to consolidated financial statements.
  
                                        10
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                    SUMMARY OF ACCOUNTING POLICIES--(Concluded)
  
  Segment Information
  
    Wyckoff adopted SFAS No. 131, Disclosures about Segments of an Enterprise and
  Related Information, in fiscal 1999. SFAS No. 131 supersedes SFAS No. 14,
  Financial Reporting for Segments of a Business Enterprise, and establishes
  standards for reporting information about operating segments. Operating segments
  are defined as components of an enterprise about which separate financial
  information is available that is evaluated regularly by the chief operating
  decision maker, or group, in deciding how to allocate resources and in assessing
  performance. Wyckoff has determined that under SFAS No. 131, it operates in one
  segment of pharmaceutical manufacturing. Wyckoff's customers and operations are
  primarily in the United States.
  
            See accompanying notes to consolidated financial statements.
  
                                         11
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
  1.  Business
  
    Wyckoff develops, manufactures and markets a broad range of active
  pharmaceutical ingredients and advanced fine chemical ingredients. Wyckoff and
  its subsidiary Wyckoff Chemical Foreign Sales Corporation sells products and
  custom synthesis services worldwide to a number of pharmaceutical companies that
  sell both branded and generic products, as well as to cosmetic companies and
  other fine chemical end-users.
  
  2.  Concentrations of Credit Risk
  
    A significant portion of Wyckoff's business activity is comprised of sales to
  a relatively few number of customers.
  
    One customer in 1999, one customer in 1998 and three customers in 1997,
  accounted for 10% or more of Wyckoff's revenues as follows:
  
  <TABLE>
  <CAPTION>
                                                                 Year ended June 30,
                                                                 -------------------
                     Customer                          1999              1998             1997
                     --------                          ----              ----             ----
  <S>                                             <C>              <C>               <C>
                     A                                  12%                8%              10%
                     B                                   8%               15%              19%
                     C                                   3%                7%              11%
  </TABLE>
  
    Concentrations of credit risk with respect to accounts receivable are limited
  due to performance of on-going customer credit evaluations. Historically,
  Wyckoff has not experienced large losses related to trade receivables from
  individual customers or from groups of customers in any geographic areas.
  
    Wyckoff also has a significant portion of its business activity in sales to
  foreign customers. Foreign sales for the years ended June 30, 1999, 1998 and
  1997, comprise 13%, 16% and 10% of total sales, respectively. Historically,
  Wyckoff has not experienced losses related to trade receivables from foreign
  sales.
  
  3.     Inventories
  
    Inventories are summarized as follows:
  
  <TABLE>
  <CAPTION>
                                                                             At June 30,
                                                                             -----------
                                                                        1999            1998
                                                                        ----            ----
  <S>                                                              <C>             <C>
     Finished products                                                 $3,108,000       $3,893,000
     Work-in-process                                                    2,102,000          990,000
     Raw Materials                                                      2,303,000        1,424,000
                                                                       ----------       ----------
     Total Inventories                                                 $7,513,000       $6,307,000
                                                                       ==========       ==========
  </TABLE>
  
  4.     Line-of-Credit to Bank
  
    At June 30, 1999, Wyckoff has a $2,500,000 working capital line-of-credit
  agreement with interest charged at the bank's prime rate (effectively 7.75%).
  The outstanding borrowings at June 30, 1999 and
  
                                         12
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  1998, were $1,000,000 and $500,000, respectively. The working capital line-of-
  credit expires on October 31, 1999.
  
  5.     Long-Term Debt
  
    Long-term debt consists of the following:
  
  <TABLE>
  <CAPTION>
                                                                                    At June 30,
                                                                                    -----------
                                                                              1999               1998
                                                                              ----               ----
  <S>                                                                    <C>                <C>
  Variable Rate Demand Notes, Series 1997, monthly principal
   payments of $109,167, with variable interest based on the
   market rate for similar bonds, (5.11% at June 30, 1999), due
   February 1, 2004                                                        $ 7,110,000        $8,449,000
  
  
  
  
  $7,500,000 revolving secured term loan agreement with interest
   charged at the bank's prime rate (effectively 7.75%) at June
   30, 1999.  The term loan is secured by substantially all assets
   of Wyckoff except real estate.  At October 31, 1999, the
   agreement provides for the ability to convert to a long-term
   loan with principal and interest payments over five years                  6,176,000               --
                                                                            ------------      ----------
                                                                             13,286,000        8,449,000
  Less current portion                                                        2,464,000        1,340,000
                                                                            -----------       ----------
  Total Long-Term Debt                                                      $10,822,000       $7,109,000
                                                                            ===========       ==========
  </TABLE>
  
    On February 1, 1997, Wyckoff issued, through First of America Brokerage
  Service, Inc. (which subsequently became NatCity Investments, Inc.), variable
  rate demand notes, series 1997, to pay off its existing debt obligations. The
  notes are secured by substantially all of Wyckoff's assets and a letter of
  credit from National City Bank for $10,454,000. The funds are available to
  Wyckoff for certain capital projects as defined in the financing agreement. The
  remaining proceeds from the 1997 bond issuance were spent during the fiscal year
  ended June 30, 1998 on qualified capital projects detailed in the financing
  agreement. Interest is payable at alternative interest rate options and Wyckoff
  has the option to convert the variable interest rate to a fixed rate under
  certain conditions defined in the financing agreement. The agreement places
  certain restrictions on Wyckoff relating to, among other things, working
  capital, net worth, dividends and capital expenditures. Wyckoff was in violation
  of the capital expenditure covenants at June 30, 1999, but received a waiver
  from the bank.
  
    During the fiscal year ended June 30, 1999 Wyckoff entered into a $9,000,000
  interest rate swap, derivative transaction to reduce Wyckoff's exposure to
  fluctuations in short-term interest rates. This interest rate swap transaction
  effectively fixed the benchmark rate (based on the weighted average daily rate
  of 30-day commercial paper) used to calculate Wyckoff's borrowing cost at 4.96%
  for four and one-half years on $9,000,000 of the variable rate demand notes,
  series 1997. Wyckoff accounts for this interest rate swap as a hedge, and
  accrues the interest rate differential as an adjustment to interest expense on a
  monthly basis.
  
                                         13
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    The aggregate amounts of long-term debt due in each of the next five years are
  as follows (current maturities related to the revolving secured term loan have
  been assumed based on the five-year conversion option):
  
  <TABLE>
  <CAPTION>
                                                                                              Revolving
                                                                         Variable Rate         Secured
                                                                          Demand Notes        Term Loan
                                                                          ------------        ---------
  <S>                                                                <C>                 <C>
   2000                                                                     $1,411,000         $1,053,000
   2001                                                                      1,455,000          1,136,000
   2002                                                                      1,530,000          1,228,000
   2003                                                                      1,615,000          1,326,000
   2004                                                                      1,705,000          1,433,000
                                                                            ----------         ----------
                                                                             7,716,000          6,176,000
   Less: Bond sinking fund                                                    (606,000)                --
                                                                            ----------         ----------
                                                                            $7,110,000         $6,176,000
                                                                            ==========         ==========
  </TABLE>
  
    Wyckoff is required to make monthly payments to a bond sinking fund held in a
  trust to retire the bonds. The payments are based on a principal amount and
  variable rate of interest. The aggregate amounts of payments to the bond sinking
  fund due in each of the next five years are equal to the long-term debt amounts
  noted above.
  
  6.     Stock Option Plans
  
    During the fiscal year ended June 30, 1993, Wyckoff established the Wyckoff
  Chemical Company, Inc. 1993 Stock Option Plan (the "Plan"). Shares reserved for
  the issuance of options under the Plan total 35,000. The Plan is administered by
  a committee appointed by the board of directors. Under the Plan, the committee
  may grant stock options which are Incentive Stock Options ("ISOs") as defined in
  the Internal Revenue Code or options which do not qualify as ISOs to outside
  directors of Wyckoff.
  
    The exercise price of options granted under the Plan may not be less than 100%
  of the fair market value of the common stock on the date the option is granted.
  The grantee's right to exercise these options vests at a rate of 33 1/3% per
  year for the first three years as follows: 1/3 on and after six months following
  the date of grant, 2/3 on and after one year from the date of grant and the
  final 1/3 on and after two years from the date of grant. These options may be
  exercised at any time, in whole or in part during their term, to the extent
  vested. The options expire 10 years from date of grant.
  
                                         14
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  <TABLE>
  <CAPTION>
                                                  ISO                                   Nonqualified
                               ---------------------------------------     -------------------------------------
                                                           Option                                    Option
                                                         Price per                                 Price per
          Date Granted                 Shares              Share                  Shares             Share
  -----------------------------  ------------------  ------------------      -----------------  ----------------
  <S>                            <C>                 <C>                     <C>                <C>
  June 30, 1997                             25,915             $ 81.75                   3,780            $82.00
   Granted                                   3,375               85.00                      --                --
   Exercised                                    --                  --                      --                --
   Lapsed                                     (315)             (81.75)                     --                --
                                            ------             -------                   -----            ------
  June 30, 1998                             28,975               82.13                   3,780             82.00
   Granted                                   2,180               85.00                      --                --
   Exercised                                  (185)              78.00                      --                --
   Lapsed                                   (1,260)             (82.13)                     --                --
                                            ------             -------                   -----            ------
  June 30, 1999                             29,710             $ 81.43                   3,780            $82.00
                                            ======             =======                   =====            ======
  </TABLE>
  
    At June 30, 1999, there were 1,510 shares of common stock reserved for future
  grants.
  
    The fair value of these options was estimated at the date of grant using a
  Black-Scholes multiple option pricing model using the following assumptions: (a)
  risk free interest rate: 6%; (b) dividend yield: $1.30; (c) volatility factor:
  0; and (d) weighted average expected life: five years.
  
    The Black-Scholes option valuation model was developed for use in estimating
  the fair value of traded options which have no vesting restrictions and are
  fully transferable. In addition, option models require the input of highly
  subjective assumptions including the expected stock price volatility. Because
  Wyckoff's employee stock options have characteristics significantly different
  from those of traded options, and because changes in the subjective assumptions
  can materially affect the fair value estimate, in management's opinion, the
  existing models do not necessarily provide a reliable single measure of the fair
  value of its employee stock options.
  
    Had compensation cost for Wyckoff's stock-based compensation plans been
  determined based on the fair value at the grant dates for awards under those
  plans consistent with the method of SFAS No. 123, the related effects would not
  be material.
  
  7.     Taxes on Income
  
    Provisions for federal income taxes in the consolidated statements of income
  are comprised of the following components:
  
  <TABLE>
  <CAPTION>
                                                                     Year Ended June 30,
                                                    ------------------------------------------------------
                                                          1999               1998               1997
                                                    -----------------  -----------------  ----------------
  <S>                                               <C>                <C>                <C>
  Current, net of business tax credits,
   utilization of alternative minimum tax (AMT)
   credit card carryforwards, and foreign sales
   corporation tax savings                                 $1,050,000         $  858,000        $1,012,000
  
  
  
  Deferred                                                    240,000            208,000           284,000
                                                           ----------         ----------        ----------
  Total Taxes on Income                                    $1,290,000         $1,066,000        $1,296,000
                                                           ==========         ==========        ==========
  </TABLE>
  
  
                                         15
  <PAGE>
  
   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL
                              STATEMENTS--(Continued)
  
    Deferred taxes result from temporary differences in the recognition of
  revenues and expenses for tax and financial reporting purposes.  The sources of
  these differences and their tax effects are as follows:
  
  <TABLE>
  <CAPTION>
                                                                      Year Ended June 30,
                                                                      -------------------
                                                              1999               1998               1997
                                                              ----               ----               ----
  <S>                                                     <C>                 <C>                <C>
  Depreciation                                              $ 435,000            $165,000          $268,000
  Property taxes                                               20,000              13,000                --
  Legal accrual                                               (51,000)                 --                --
  Inventory:
    Uniform Capitalization Rules                                   --              26,000                --
    Obsolescence reserve                                     (115,000)                 --                --
  Other                                                       (49,000)              4,000            16,000
                                                            ---------            --------          --------
  Temporary Differences                                     $ 240,000            $208,000          $284,000
                                                            =========            ========          ========
  </TABLE>
  
    Net deferred income tax liabilities are comprised of the following:
  
  <TABLE>
  <CAPTION>
                                                                               1999               1998
                                                                               ----               ----
  <S>                                                                     <C>                 <C>
  Depreciation                                                              $2,887,000         $2,452,000
  Property taxes                                                               112,000             92,000
  Other                                                                       (103,000)           (64,000)
  Legal accrual                                                                (51,000)                --
  Inventory
      Obsolescence reserve                                                    (115,000)                --
  Postretirement benefits                                                     (132,000)          (122,000)
                                                                            ----------         ----------
  Long-Term Deferred Income Taxes                                           $2,598,000         $2,358,000
                                                                            ==========         ==========
  </TABLE>
  
    The effective tax rate on income was different than the federal statutory tax
  rate. The following summary reconciles federal taxes at the statutory tax rate
  with the effective tax rate:
  
  <TABLE>
  <CAPTION>
                                                                                  Year Ended June 30,
                                                                                  -------------------
                                                                            1999         1998         1997
                                                                            ----         ----         ----
  <S>                                                                       <C>          <C>          <C>
  Statutory federal rate                                                         34%          34%          34%
  Decreases in taxes resulting from research and development credit              (2)          (6)          (2)
  Tax benefit derived from foreign sales corporation                             (1)          (1)          --
                                                                               ----         ----         ----
  Taxes on Income -  Effective Rate                                              31%          27%          32%
                                                                               ====         ====         ====
  </TABLE>
  
  8.     Profit-Sharing and 401(k) Plan
  
    Wyckoff has a profit-sharing and 401(k) plan covering all qualified employees.
  Wyckoff matches employee contributions at a rate of 100% up to 4.6% of the
  employee's base salary. Wyckoff's contributions to the plan are discretionary
  and are determined annually by the board of directors. Amounts paid or accrued
  amounted to $294,000 in 1999, $293,000 in 1998 and $191,000 in 1997.
  
                                         16
  <PAGE>
  
   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL
                              STATEMENTS--(Continued)
  
  9.     Postretirement Benefits
  
    Wyckoff provides postretirement healthcare benefits to eligible retirees. To
  qualify, the retiree must have provided at least 10 years of service with
  Wyckoff, and be at least 65 years of age.
  
    During the fiscal year ended June 30, 1999, Wyckoff adopted SFAS No. 132,
  Employers' Disclosures about Pensions and Other Postretirement Benefits. SFAS
  No. 132 supersedes SFAS No. 106, which Wyckoff used in prior years to report
  postretirement benefits.
  
    Wyckoff has recorded a long-term liability at June 30, 1999 and 1998, of
  $388,000 and $349,000, respectively, for postretirement benefits. During the
  years ended June 30, 1999, 1998 and 1997, Wyckoff made cash expenditures of
  approximately $8,000, $4,000 and $9,000, respectively, to fund benefits for
  current retirees.
  
  <TABLE>
  <CAPTION>
                                                                                Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  <S>                                                               <C>             <C>             <C>
  Change in Benefit Obligation:
    Benefit obligation at beginning of year                          $349,000        $266,000        $175,000
    Service cost                                                       63,000          58,000          54,000
    Interest cost                                                      23,000          17,000          13,000
    Actuarial gain                                                      6,000              --              --
    Benefits paid                                                      (8,000)         (4,000)         (9,000)
    Other                                                             (45,000)         12,000          33,000
                                                                     --------        --------        --------
  Benefit Obligation at End of Year                                  $388,000        $349,000        $266,000
                                                                     ========        ========        ========
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                                Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  <S>                                                               <C>             <C>             <C>
  Change in Plan Assets:
    Fair value of plan assets at beginning of year                   $     --        $     --        $     --
    Employer contribution                                               8,000           4,000           9,000
    Benefits paid                                                      (8,000)         (4,000)         (9,000)
                                                                     --------        --------        --------
  Fair Value of Plan Assets at End of Year                           $     --        $     --        $     --
                                                                     ========        ========        ========
    Funded status                                                    $388,000        $349,000        $266,000
    Unrecognized net actuarial loss                                    16,000          54,000              --
                                                                     --------        --------        --------
  Accrued Benefit Cost                                               $404,000        $403,000        $266,000
                                                                     ========        ========        ========
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                                Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  <S>                                                               <C>             <C>             <C>
  Weighted-Average Assumptions as of June 30:
    Discount Rate                                                       7.50%           7.50%           7.50%
    Expected return on plan assets                                       N/A             N/A             N/A
    Rate of compensation increase                                        N/A             N/A             N/A
  </TABLE>
  
  
                                         17
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    For measurement purposes, the following annual percentage increases apply:
  
  <TABLE>
  <CAPTION>
                                                                                      Annual
                               Year Ended June 30,                                    Factor
                               -------------------                                    ------
                   <S>                                                           <C>
                   2000                                                                9.00%
                   2001                                                                8.25%
                   2002                                                                7.50%
                   2003                                                                6.75%
                   2004 and thereafter                                                 6.50%
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                             Year Ended June 30,
                                                                             -------------------
                                                                    1999             1998             1997
                                                                    ----             ----             ----
  <S>                                                          <C>              <C>              <C>
  Components of Net Periodic Benefit Cost:
     Service cost                                                  $63,000          $58,000         $54,000
     Interest cost                                                  23,000           17,000          13,000
     Recognized net actuarial loss                                   3,000               --              --
                                                                   -------          -------         -------
  Net Periodic Benefit Cost                                        $89,000          $75,000         $67,000
  </TABLE>
  
    Wyckoff has a non-contributory postretirement healthcare benefit plan. The
  accounting for the healthcare plan anticipates future cost increases that may
  impact the plan and are expected to be funded by Wyckoff.
  
    Assumed healthcare cost trend rates have a significant effect on the amounts
  reported for the healthcare plan. A one-percentage-point change in assumed
  healthcare cost trend rates would have the following effects:
  
  <TABLE>
  <CAPTION>
                                                                           One-Percentage     One-Percentage
                                                                           Point increase     Point increase
                                                                          -----------------  -----------------
  <S>                                                                 <C>                <C>
     Effect on total of service and interest cost components                   $101,000           $ 72,000
                                                                               ========           ========
     Effect on postretirement benefit obligation                               $442,000           $341,000
                                                                               ========           ========
  </TABLE>
  
  10.     Supplemental Disclosure of Cash Flow Information
  
    Supplemental information on cash paid for interest and income taxes during
  each of the following years is as follows:
  
  <TABLE>
  <CAPTION>
                                                                             Year Ended June 30,
                                                                             -------------------
                                                                   1999             1998             1997
                                                                   ----             ----             ----
  <S>                                                          <C>              <C>              <C>
  Income taxes paid                                             $1,798,000         $615,000      $1,055,000
                                                                ==========         ========      ==========
  Interest paid                                                 $  546,000         $701,000      $  659,000
                                                                ==========         ========      ==========
  </TABLE>
  
  
                                         18
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    Several fixed asset purchases remained in accounts payable at year-end, and is
  considered a non-cash investing activity, as follows:
  
  <TABLE>
  <CAPTION>
                                                                           Year Ended June 30,
                                                                           -------------------
                                                                   1999           1998             1997
                                                                   ----           ----             ----
  <S>                                                          <C>              <C>               <C>
  Fixed Assets                                                    $584,000    $         --     $         --
                                                                  ========  ================  ===============
  </TABLE>
  
  11.     Calculation of Earnings per Share
  
    A reconciliation of the numerators and denominators for the Basic and Diluted
  EPS calculations is as follows:
  
  <TABLE>
  <CAPTION>
                                                                            Year Ended June 30,
                                                                            -------------------
                                                                   1999            1998            1997
                                                                   ----            ----            ----
  <S>                                                           <C>             <C>             <C>
  Numerator:
    Numerator for Basic and Diluted EPS--
      Income available to common shareholders                    $2,891,000      $2,870,000      $2,702,000
  Denominator:
    Denominator for Basic EPS--
      Weighted-average shares                                       283,614         284,324         285,317
    Effect of dilutive securities--
      Employee stock options                                          3,221           2,721           2,476
                                                                 ----------      ----------      ----------
  Denominator for Adjusted Weighted-Average Shares                  286,835         287,045         287,793
                                                                 ==========      ==========      ==========
  
  Basic earnings per share                                       $    10.19      $    10.09      $     9.47
  Diluted earnings per share                                     $    10.08      $    10.00      $     9.39
  </TABLE>
  
  12.     Litigation
  
    Wyckoff has been named as a defendant in a lawsuit arising in the normal
  course of business. Wyckoff disputes the validity of it being named as a
  defendant in the lawsuit and management believes that a resulting liability, if
  any, will not have a material adverse effect on Wyckoff's financial statements.
  
  13.     Subsequent Event
  
    Subsequent to year-end June 30, 1999, Wyckoff entered into a merger agreement
  with Catalytica, Inc. The merger, if approved by Wyckoff's shareholders, will
  result in the issuance of Catalytica common stock to Wyckoff's current
  shareholders in exchange for their Wyckoff stock.
  
                                         19
  <PAGE>
  
                   WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  14.     Quarterly Financial Data (Unaudited)
  
    The following table summarizes Wyckoff's quarterly results of operations for
  the years ended June 30, 1999 and 1998:
  
  <TABLE>
  <CAPTION>
                                      First Quarter           Second Quarter          Third Quarter           Fourth Quarter
                                 -----------------------  ----------------------  ----------------------  -----------------------
                                    1999         1998        1999        1998        1999        1998        1999         1998
                                 -----------  ----------  ----------  ----------  ----------  ----------  -----------  ----------
  <S>                            <C>          <C>         <C>         <C>         <C>         <C>         <C>          <C>
  Net sales                      $6,749,000   $6,401,000  $8,178,000  $8,653,000  $7,886,000  $8,148,000  $13,711,000  $8,227,000
  Gross profit                    1,233,000    1,774,000   2,698,000   2,933,000   2,015,000   2,889,000    5,627,000   2,379,000
  Net income (loss)                (184,000)     305,000     625,000     952,000     208,000     860,000    2,242,000     753,000
  Basic earnings per share       $    (0.65)  $     1.07  $     2.20  $     3.35  $     0.73  $     3.03  $      7.90  $     2.64
  Diluted earnings per share     $    (0.65)  $     1.06  $     2.18  $     3.31  $     0.72  $     3.00  $      7.81  $     2.63
  </TABLE>
  
  
                                        20
  <PAGE>
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (b)  PRO FORMA FINANCIAL INFORMATION
  
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
  
    The following unaudited pro forma condensed combined financial statements have
  been prepared to give effect to the merger, using the pooling-of-interests
  method of accounting.
  
    The unaudited pro forma condensed combined statement of operations gives
  effect to the merger as if it occurred as of the beginning of the earliest year
  presented and combines the historical consolidated statements of operations of
  Catalytica for each of the three years ended December 31, 1998, 1997 and 1996
  and the six-month periods ended June 30, 1999 and 1998, with the historical
  consolidated statements of operations of Wyckoff for the 12 months ended
  December 31, 1998, each of the two years ended June 30, 1998 and the six-month
  periods ended June 30, 1999 and 1998.
  
    The unaudited pro forma condensed combined consolidated balance sheet combines
  the unaudited condensed consolidated balance sheet of Catalytica and the
  unaudited condensed consolidated balance sheet of Wyckoff as of June 30, 1999.
  
    Catalytica and Wyckoff estimate that they will incur transaction costs of
  approximately $1.0 million associated with the merger, which will be charged to
  operations when incurred. There can be no assurance that the combined company
  will not incur additional charges to reflect costs associated with the merger or
  that management will be successful in its efforts to integrate the operations of
  the two companies.
  
    The unaudited pro forma condensed combined financial information is presented
  for illustrative purposes only and is not necessarily indicative of the
  financial position or results of operations that would have actually been
  reported had the merger occurred at the beginning of the periods presented, nor
  is it necessarily indicative of future financial position or results of
  operations. These unaudited pro forma condensed combined financial statements
  are based upon the historical consolidated financial statements of Catalytica
  and Wyckoff and should be read in conjunction with the consolidated financial
  statements and notes thereto included in this proxy statement/prospectus, and do
  not incorporate, nor do they assume, any benefits from cost savings or synergies
  of operations of the combined company.
  
                                       21
  <PAGE>
  
           Unaudited Pro Forma Condensed Combined Statement of Operations
           Reflecting Catalytica, Inc. After Giving Effect to the Merger
                      (In thousands, except per share amounts)
  
  <TABLE>
  <CAPTION>
                                                For the Year Ended December 31,      Six Months Ended June 30,
                                              -----------------------------------   ---------------------------
                                                 1998       1997 (1)    1996 (1)        1999           1998
                                              ----------   ----------   ---------   ------------   ------------
  <S>                                         <C>          <C>          <C>         <C>            <C>
  Revenues:
    Product sales                              $390,175     $205,776    $ 38,854       $203,766       $200,421
    Research revenues                            16,284        6,599       6,501         10,314          4,165
                                               --------     --------    --------       --------       --------
       Total revenues                           406,459      212,375      45,355        214,080        204,586
  Costs and expenses:
    Cost of sales                               316,820      176,546      28,751        157,939        165,915
    Research and development                     32,366       11,007      10,870         18,994         10,910
    Selling, general and administrative          21,029       11,306       8,047         13,422          9,413
                                               --------     --------    --------       --------       --------
       Total costs and expenses                 370,215      198,859      47,668        190,355        186,238
  Operating income (loss)                        36,244       13,516      (2,313)        23,725         18,348
  Interest income                                 2,894        1,450       1,179          1,322          1,555
  Interest expense                               (9,569)      (6,006)       (960)        (4,160)        (5,312)
  Gain on sale of assets                             --           --         900             --             --
  Loss on joint ventures                         (3,827)      (4,355)         --           (975)        (2,307)
                                               --------     --------    --------       --------       --------
  Income (loss) before income taxes              25,742        4,605      (1,194)        19,912         12,284
  Provision for income taxes                     (2,925)      (1,425)     (1,296)        (4,015)        (1,387)
  
  Net income (loss) before common stock
   redemption                                    22,817        3,180      (2,490)        15,897         10,897
  
  Less premium paid on redemption of class
   B common stock                                    --       (3,750)         --             --             --
                                               --------     --------    --------       --------       --------
  Net income (loss) attributable to common
   shareholders                                $ 22,817     $   (570)   $ (2,490)      $ 15,897       $ 10,897
                                               ========     ========    ========       ========       ========
  Net income (loss) per share:
  Basic                                        $   0.40     $  (0.02)   $  (0.10)      $   0.27       $   0.19
                                               ========     ========    ========       ========       ========
  Diluted                                      $   0.34     $  (0.02)   $  (0.10)      $   0.23       $   0.16
                                               ========     ========    ========       ========       ========
  
  Number of shares used in computing net
   income (loss) per share:
  Basic                                          57,605       37,744      23,779         57,973         57,489
                                               ========     ========    ========       ========       ========
  Diluted                                        63,692       37,744      23,779         63,674         63,432
                                               ========     ========    ========       ========       ========
  </TABLE>
  
  (1) See Note 2 to Notes to Catalytica's Consolidated Financial Statements.
  
    See accompanying notes to unaudited pro forma condensed combined financial
    statements.
  
                                        22
  <PAGE>
  
         Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
           Reflecting Catalytica, Inc. After Giving Effect to the Merger
                                As of June 30, 1999
                                   (in thousands)
  
  <TABLE>
  <CAPTION>
                                                                  Catalytica     Wyckoff     Pro Forma
                                                                  -----------   ---------   ------------
                                                                    Actual       Actual     Adjustments      Total
                                                                  -----------   ---------   ------------   ---------
  <S>                                                             <C>           <C>         <C>            <C>
  ASSETS
  Current assets:
    Cash and cash equivalents                                       $ 46,441    $    290                   $ 46,731
    Short-term investments                                             5,116          --                      5,116
    Accounts receivable, net                                          23,306       8,240                     31,546
    Accounts receivable from joint venture                               572          --                        572
    Notes receivable from employees                                      305          --                        305
    Inventory:
       Raw materials                                                  38,230       2,303                     40,533
       Work in process                                                42,335       2,102                     44,437
       Finished goods                                                 11,573       3,108                     14,681
                                                                    --------    --------                   --------
                                                                      92,138       7,513                     99,651
    Deferred tax asset                                                 2,867          --                      2,867
    Prepaid expenses and other assets                                  4,199         127                      4,326
                                                                    --------    --------                   --------
       Total current assets                                          174,944      16,170                    191,114
  Property, plant and equipment:
    Land                                                               5,391       1,139                      6,530
    Equipment                                                        135,785      34,261                    170,046
    Buildings and leasehold improvements                              67,901      12,562                     80,463
                                                                    --------    --------                   --------
                                                                     209,077      47,962                    257,039
    Less accumulated depreciation and amortization                   (34,770)    (20,503)                   (55,273)
                                                                    --------    --------                   --------
                                                                     174,307      27,459                    201,766
  Other assets                                                         2,529         153                      2,682
                                                                    --------    --------                   --------
                                                                    $351,780    $ 43,782                   $395,562
                                                                    ========    ========                   ========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                $ 19,080    $  2,644                   $ 21,724
    Accrued payroll and related expenses                              14,077         858                     14,935
    Deferred revenue                                                   4,069          --                      4,069
    Other accrued liabilities                                         13,855         515          1,000      15,370
    Current portion of long-term debt                                  8,201       1,000                      9,201
    Current portion of bonds                                              --       2,464                      2,464
    Income taxes payable                                                 438         819           (180)      1,077
                                                                    --------    --------    -----------    --------
       Total current liabilities                                      59,720       8,300            820      68,840
  
  Long-term debt                                                      59,500       6,176                     65,676
  Long-term portion of bonds                                              --       4,646                      4,646
  Non-current deferred revenue                                         1,414          --                      1,414
  Deferred tax liability                                                  --       2,598                      2,598
  Other liabilities                                                    1,125         388                      1,513
  Minority interest                                                   41,000          --                     41,000
  Class A and B common stock                                          97,079          --                     97,079
  
  Stockholders' equity:
    Common stock                                                          28         284           (284)         28
    Additional paid-in capital                                       105,810       2,095            284     108,189
    Deferred compensation                                               (219)         --                       (219)
    Retained earnings (accumulated deficit)                          (13,677)     19,295           (820)      4,798
                                                                    --------    --------    -----------    --------
       Total stockholders' equity                                     91,942      21,674           (820)    112,796
                                                                    --------    --------    -----------    --------
                                                                    $351,780    $ 43,782             --    $395,562
                                                                    ========    ========    ===========    ========
  </TABLE>
  
     See accompanying notes to unaudited pro forma condensed combined financial
     statements.
  
                                        23
  <PAGE>
  
                            Notes to Unaudited Pro Forma
                      Condensed Combined Financial Statements
  
  Note 1.  Pro Forma Basis of Presentation
  
    Since the fiscal years of Catalytica and Wyckoff differ, the financial
  statements of Wyckoff have been recast for the most recently completed fiscal
  year of Catalytica and are presented for the 12-month period ended December 31,
  1998.  The periods combined for purposes of the unaudited pro forma condensed
  financial statements are as follows:
  
  <TABLE>
  <CAPTION>
                 Catalytica                              Wyckoff
                 ----------                              -------
  <S>                                    <C>
  Fiscal year ended December 31, 1998    Twelve months ended December 31, 1998
  Fiscal year ended December 31, 1997    Fiscal year ended June 30, 1998
  Fiscal year ended December 31, 1996    Fiscal year ended June 30, 1997
  Six months ended June 30, 1999         Six months ended June 30, 1999
  Six months ended June 30, 1998         Six months ended June 30, 1998
  </TABLE>
  
    Wyckoff's results of operations for the six-month period ended June 30, 1998,
  have been included in the unaudited pro forma results of operations for the year
  ended December 31, 1997 and December 31, 1998.
  
    These unaudited pro forma condensed combined financial statements assume the
  issuance of 4,496,487 shares of Catalytica common stock in exchange for
  Wyckoff's common stock and options outstanding in connection with the merger,
  based on the exchange ratio:
  
  <TABLE>
         <S>                                                                     <C>
         Number of shares of Catalytica common stock exchanged                  4,496,487
         Number of shares of Catalytica common stock and equivalents
           outstanding as of June 30, 1999                                     53,607,085
                                                                               ----------
         Number of shares of combined company common stock
           outstanding after the completion of the merger at June 30, 1999     58,103,572
                                                                               ==========
  </TABLE>
  
  Note 2.  Unaudited Pro Forma Condensed Combined Balance Sheet
  
    Catalytica and Wyckoff estimate it will incur direct transaction costs of
  approximately $1.0 million associated with the merger, consisting primarily of
  transaction fees for attorneys, accountants, financial printing and other
  related charges.  These nonrecurring transaction costs will be charged to
  operations as incurred.  These charges have been reflected in the unaudited pro
  forma condensed combined balance sheet, but they are not reflected in the
  unaudited pro forma condensed combined statements of operations.
  
    It is expected that following the merger, the combined company will incur
  significant additional costs or charges, which are not currently reasonably
  estimable, to reflect costs associated with integrating the two companies.
  These costs or charges have not been reflected in the unaudited pro forma
  condensed combined balance sheet or statements of operations as such costs
  cannot be estimated accurately at this time pending finalization of operating
  decisions by management as to the manner and timing of consolidating the
  operations.  There can be no assurance that the combined company will not incur
  
                                        24
  <PAGE>
  
  additional merger-related costs or charges or that management will be successful
  in its efforts to integrate the operations of the two companies.
  
  
  Note 3.  Unaudited Pro Forma Net Income (Loss) Per Share
  
    The following table reconciles the number of shares used in the pro forma per
  share calculations to the numbers set forth in Catalytica's and Wyckoff's
  historical statements of operations:
  
                  Shares used in Pro Forma Per Share Calculations
                                   (in thousands)
  
  <TABLE>
  <CAPTION>
  
                                                       Fiscal Year Ended       Six Months Ended
                                                          December 31,             June 30,
  
                                                     1998     1997     1996     1999      1998
  
  <S>                                               <C>      <C>      <C>      <C>       <C>
  Shares used in Basic per share calculations
  
  Historical - Catalytica                           53,109   33,248   19,283    53,477   52,993
  
  Historical  Wyckoff                                  284      284      285       284      284
  
  As converted - Wyckoff                             4,496    4,496    4,496     4,496    4,496
  
  Pro forma combined                                57,605   37,744   23,779    57,973   57,489
  
  Shares used in Diluted per share calculations
  
  Historical - Catalytica                           59,196   33,248   19,283    59,178   58,936
  
  Historical  Wyckoff                                  287      287      288       287      286
  
  As converted - Wyckoff                             4,496    4,496    4,496     4,496    4,496
  
  Pro forma combined                                63,692   37,744   23,779    63,674   63,432
  
  </TABLE>
  
                                        25
  <PAGE>
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (c) EXHIBITS
  
          2.1  Agreement and Plan of Reorganization, dated as of July 14, 1999, by
               and among the Registrant, Pilot Acquisition Corporation, a Michigan
               corporation and wholly owned subsidiary of the Registrant and
               Wyckoff Chemical Company, Inc., a Michigan corporation. (1)
  
          23.1 Consent of BDO Seidman LLP
  
  
     (1) Incorporated by reference to Exhibit 2.1 to the Registrant's
     Registration Statement on Form S-4 (File No. 333-84615) declared
     effective August 20, 1999.
  
                                        26
  <PAGE>
  
                                     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 thereunto duly authorized.
  
  
  Date: September 30, 1999
                                      CATALYTICA, INC.
                                      (Registrant)
  
  
                                      By:  /s/ Lawrence W. Briscoe
                                          -----------------------------------
                                               Lawrence W. Briscoe
                                            Vice President and Chief
                                                 Financial Officer
  
                                        27
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text: ================================================================================
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                                      FORM 8-K
  
  CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
  
                         DATE OF REPORT: September 30, 1999
  
                                  CATALYTICA, INC.
               (Exact name of Registrant as specified in its charter)
  
                                      0-20966
                              (Commission File Number)
  
              Delaware                               94-2262240
  (State or other jurisdiction of                  (IRS Employer
  incorporation or organization)                Identification Number)
  
                                 430 Ferguson Drive
                          Mountain View, California  94043
                      (Address of principal executive offices)
  
                                   (650) 960-3000
                (Registrant's telephone number, including area code)
  
                                         1
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
     On September 20, 1999, Catalytica, Inc., a Delaware corporation (the
  "Registrant"), pursuant to that certain Agreement and Plan of Reorganization
  (the "Reorganization Agreement") dated July 14, 1999 by and among the
  Registrant,  Pilot Acquisition Corporation, a Michigan corporation and wholly
  owned subsidiary of the Registrant ("Merger Sub") and Wyckoff Chemical Company,
  Inc., a Michigan corporation ("Wyckoff"), acquired Wyckoff through the merger of
  Merger Sub with and into Wyckoff (the "Merger").  Wyckoff survived the Merger as
  a wholly-owned subsidiary of the Registrant.
  
     Pursuant to the Merger, each outstanding share of Wyckoff Common Stock  was
  converted into the right to receive 14.157928 of a share of the Registrant's
  Common Stock and accompanying Preferred Share Purchase Rights ("Rights")
  pursuant to that certain Preferred Shares Rights Agreement dated as of October
  23, 1996 by and between the Registrant and Chasemellon Shareholder Services,
  L.L.P., one such right to accompany each share of the Registrant's Common Stock
  issued in the Merger.  As a result, approximately 284,633 shares of Wyckoff
  Common Stock outstanding immediately prior to the Merger were converted into
  approximately 4,029,813 registered shares of the Registrant's Common Stock.  In
  addition, options and other rights to acquire approximately 32,962 shares of
  Wyckoff Common Stock outstanding under Wyckoff's employee benefit plans were
  assumed by the Registrant and converted into options to purchase approximately
  466,674 shares of the Registrant's Common Stock.  An additional Registration
  Statement on Form S-8 with respect to the shares of the Registrant's Common
  Stock underlying such options was filed by the Registrant on September 24, 1999.
  
     The summary of the provisions of the Reorganization Agreement set forth above
  is qualified by reference to the Reorganization Agreement, which is incorporated
  herein by reference to Exhibit  2.1 to the Registration Statement on  Form S-4
  of the Registrant (File No. 333-84615), declared effective by the Securities and
  Exchange Commission (the "Commission") on August 20, 1999.
  
                                         2
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
  
           FINANCIAL STATEMENTS OF WYCKOFF CHEMICAL COMPANY, INC.
  
  INDEPENDENT AUDITORS' REPORT
  
  Board of Directors
  Wyckoff Chemical Company, Inc.
  South Haven, Michigan
  
    We have audited the consolidated balance sheets of Wyckoff Chemical Company,
  Inc. and Subsidiary (the Company) as of June 30, 1999 and 1998, and the related
  consolidated statements of operations, shareholders' equity, and cash flows for
  each of the three years in the period ended June 30, 1999. Our audits also
  included the financial statement schedule listed in the Index to the Financial
  Statements. These financial statements and schedule are the responsibility of
  the Company's management. Our responsibility is to express an opinion on these
  financial statements and schedule based on our audits.
  
    We conducted our audits in accordance with generally accepted auditing
  standards. Those standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of material
  misstatement. An audit includes examining, on a test basis, evidence supporting
  the amounts and disclosures in the financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.
  
    In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects, the financial position of Wyckoff
  Chemical Company, Inc. and Subsidiary, at June 30, 1999 and 1998, and the
  results of its operations and its cash flows for the three years in the period
  ended June 30, 1999, in conformity with generally accepted accounting
  principles. Also, in our opinion, the related financial statement schedule, when
  considered in relation to the basic financial statements taken as a whole,
  presents fairly in all material respects the information set forth therein.
  
                                       /s/ BDO Seidman LLP
  
  July 23, 1999
  Kalamazoo, Michigan
  
                                         3
  WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
  June 30,              June 30,
                                                                                          1999                  1998
                                                                                       ------------          -----------
  Assets (Notes 4 and 5)
  Current:
    Cash                                                                                $   290,000          $   305,000
      Accounts receivable, less allowance of $34,000 and $22,000                          8,240,000            5,618,000
      Inventories (Note 3)                                                                7,513,000            6,307,000
      Prepaid expenses                                                                      127,000              164,000
                                                                                        -----------          -----------
       Total Current Assets                                                              16,170,000           12,394,000
  
  Property and equipment:
      Land and improvements                                                               1,139,000            1,104,000
      Buildings and improvements                                                         11,276,000            8,208,000
      Machinery and equipment                                                            34,261,000           25,399,000
      Construction projects in progress (estimated cost to complete
        $4,096,000 as of June 30, 1999)                                                   1,286,000            3,878,000
                                                                                        -----------          -----------
                                                                                         47,962,000           38,589,000
    Less accumulated depreciation                                                        20,503,000           17,589,000
                                                                                        -----------          -----------
    Net Property and Equipment                                                           27,459,000           21,000,000
    Other - Bond issue costs (net of accumulated amortization of $66,000
      and $30,000)                                                                          153,000              178,000
                                                                                        -----------          -----------
                                                                                        $43,782,000          $33,572,000
                                                                                        ===========          ===========
  See accompanying summary of accounting policies and notes to consolidated
  financial statements.
  
                                         4
  WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS - (Continued)
  June 30,            June 30,
                                                                                   1999                 1998
                                                                                -----------         ------------
  Liabilities and Stockholders' Equity
  Current Liabilities:
    Accounts payable                                                             $ 2,644,000         $ 1,853,000
    Line-of-credit (Note4)                                                         1,000,000             500,000
    Accruals:
      Compensation and taxes thereon                                                 858,000             345,000
      Profit sharing                                                                 213,000             145,000
      Taxes other than income taxes                                                   50,000              61,000
      Other                                                                          220,000              75,000
      Income taxes                                                                   819,000             311,000
      Interest                                                                        32,000              42,000
      Current portion of long-term debt (Note 5)                                   2,464,000           1,340,000
                                                                                 -----------         -----------
  Total Current Liabilities                                                        8,300,000           4,672,000
  Long-Term Debt, less current portion (Note 5)                                   10,822,000           7,109,000
  Postretirement Benefits (Note 9)                                                   388,000             349,000
  Deferred Income Taxes (Note 7)                                                   2,598,000           2,358,000
                                                                                 -----------         -----------
  Total Liabilities                                                               22,108,000          14,488,000
  Commitments (Notes 8 and 9)
  Shareholders' Equity:
    Common stock (5,000,000 shares authorized; 283,929 shares
     outstanding at June 30, 1999 and 283,488 shares outstanding at
     June 30, 1998) (Note 6)                                                         284,000             283,000
  
    Additional paid-in capital                                                     2,095,000           2,060,000
    Retained earnings                                                             19,295,000          16,741,000
                                                                                 -----------         -----------
  Total Shareholders' Equity                                                      21,674,000          19,084,000
                                                                                 -----------         -----------
                                                                                 $43,782,000         $33,572,000
                                                                                 ===========         ===========
  See accompanying summary of accounting policies and notes to consolidated
                              financial statements.
  
                                         5
  WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended June 30,
                                                             -----------------------------------------------------
                                                               1999                 1998                 1997
                                                             ------------         -----------          -----------
  Net Sales                                                  $36,524,000          $31,429,000          $29,041,000
  Cost of Sales                                               24,951,000           21,454,000           19,678,000
                                                             -----------          -----------          -----------
       Gross profit                                           11,573,000            9,975,000            9,363,000
  Research and Development Expenses                            1,810,000            1,451,000            1,163,000
  Selling and Administrative Expenses                          4,974,000            4,004,000            3,595,000
                                                             -----------          -----------          -----------
  Operating profit                                             4,789,000            4,520,000            4,605,000
  Interest Expense, net of interest income of
   $51,000, $111,000 and $120,000                               608,000               584,000              607,000
                                                             -----------          -----------          -----------
  Income before taxes on income                                4,181,000            3,936,000            3,998,000
  Taxes on Income (Note 7)                                     1,290,000            1,066,000            1,296,000
                                                             -----------          -----------          -----------
       Net Income                                            $ 2,891,000          $ 2,870,000          $ 2,702,000
                                                             ===========          ===========          ===========
  Net Income per Share (Note 11)
       Basic                                                      $10.19               $10.09                $9.47
                                                             ===========          ===========          ===========
       Diluted                                                    $10.08               $10.00                $9.39
                                                             ===========          ===========          ===========
  Number of shares used in computing net income
   per share:
       Basic                                                     283,614              284,324              285,317
                                                             ===========          ===========          ===========
       Diluted                                                   286,835              287,045              287,793
                                                             ===========          ===========          ===========
  See accompanying summary of accounting policies and notes to consolidated
                              financial statements.
  
                                         6
  WYCKOFF CHEMICAL COMPANY, INC.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
  Common Stock             Additional                              Total
                                       ------------              Paid-in            Retained        Shareholders'
                                  Shares          Amount         Capital            Earnings           Equity
                                  ------          ------         -------            --------           ------
  Balance, June 30, 1996          285,185        $285,000      $2,234,000         $11,853,000       $14,372,000
     Issuance of common stock         269              --          21,000                  --            21,000
     Net income                        --              --              --           2,702,000         2,702,000
     Dividends, $1.20 per share        --              --              --            (342,000)         (342,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1997          285,454         285,000       2,225,000          14,213,000        16,753,000
     Issuance of common stock          76              --           7,000                  --             7,000
     Repurchase of common stock    (2,042)         (2,000)       (202,000)                 --          (204,000)
     Net income                        --              --              --           2,870,000         2,870,000
     Dividends, $1.20 per share        --              --              --            (342,000)         (342,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1998          283,488         283,000       2,060,000          16,741,000        19,084,000
     Issuance of common stock         441           1,000          35,000                  --            36,000
     Net income                        --              --              --           2,891,000         2,891,000
     Dividends, $1.20 per share        --              --              --            (337,000)         (337,000)
                                  -------        --------      ----------         -----------       -----------
  Balance, June 30, 1999          283,929         284,000       2,095,000          19,295,000        21,674,000
  See accompanying summary of accounting policies and notes to consolidated
                               financial statements.
  
                                         7
  WYCKOFF CHEMICAL COMPANY, INC.
                                   AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended June 30,
                                                                              -------------------
                                                                  1999                1998                1997
                                                                  ----                ----                ----
  Operating Activities (Note 10):
   Net income                                                    $ 2,891,000         $ 2,870,000         $ 2,702,000
    Adjustments to reconcile net income to cash provided
     by operating activities:
      Depreciation and amortization                                3,440,000           2,965,000           2,688,000
      Bad debts                                                       12,000              10,000             (33,000)
      (Gain) loss on sale of assets                                   20,000              (2,000)              1,000
      Stock option expense                                            10,000                  --               7,000
      Stock compensation plan expense                                 25,000               7,000              14,000
      Postretirement benefit expense                                  39,000              83,000              45,000
      Deferred income taxes                                          240,000             208,000             284,000
      Changes in assets and liabilities:
         Accounts receivable                                      (2,634,000)           (832,000)            719,000
         Inventories                                              (1,206,000)           (112,000)         (1,200,000)
         Prepaid expenses and other assets                           (61,000)            (41,000)           (274,000)
         Accounts payable                                            207,000            (211,000)             39,000
         Accruals                                                  1,213,000             (44,000)            386,000
                                                                 -----------         -----------         -----------
  Cash Provided by Operating Activities:                           4,196,000           4,901,000           5,378,000
  
  Investing Activities:
   Capital expenditures                                           (9,217,000)         (4,251,000)         (3,534,000)
   Proceeds from sale of property and equipment                        5,000               4,000               5,000
                                                                 -----------         -----------         -----------
  Cash Used in Investing Activities:                              (9,212,000)         (4,247,000)         (3,529,000)
  
  Financing Activities:
   Dividends paid                                                   (337,000)           (342,000)           (342,000)
   Net receipts/payments under line-of-credit agreement              500,000             500,000          (1,278,000)
   Principal payments of long-term debt                           (1,339,000)         (1,269,000)         (8,334,000)
   Issuance of long-term debt                                      6,176,000                  --           8,627,000
   Issuance of common stock                                            1,000                  --                  --
   Purchase of common stock                                               --            (204,000)                 --
                                                                 -----------         -----------         -----------
  Cash Provided by (Used in) Financing Activities:                 5,001,000          (1,315,000)         (1,327,000)
  
  Increase (Decrease) in Cash                                        (15,000)           (661,000)            522,000
  Cash, beginning of year                                            305,000             966,000             444,000
                                                                 -----------         -----------         -----------
  Cash, end of year                                              $   290,000         $   305,000         $   966,000
                                                                 ===========         ===========         ===========
  See accompanying summary of accounting policies and notes to consolidated
                               financial statements.
  
                                         8
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                           SUMMARY OF ACCOUNTING POLICIES
  
  Principles of Consolidation
  
    The consolidated financial statements include the accounts of Wyckoff and its
  subsidiary, Wyckoff Chemical Foreign Sales Corporation. All material
  intercompany accounts and transactions are eliminated.
  
  Consolidated Statements of Cash Flows
  
    For purposes of the consolidated statements of cash flows, Wyckoff considers
  all highly liquid investments with a maturity of three months or less when
  purchased to be cash equivalents.
  
  Estimates
  
    The preparation of consolidated financial statements in conformity with
  generally accepted accounting principles requires management to make estimates
  and assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the consolidated
  financial statements and the reported amounts of revenues and expenses during
  the reporting period. Actual results could differ from those estimates.
  
  Inventories
  
    Inventories are valued at the lower of cost or market. Cost is determined by
  the first-in, first-out (FIFO) method.
  
  Property, Equipment and Depreciation
  
    Property and equipment are stated at cost. Depreciation is computed over the
  estimated useful lives of the assets by the straight-line method for financial
  reporting purposes and by accelerated methods for income tax purposes.
  
  Revenue Recognition
  
    Revenue consists of product sales and is recognized upon shipment of products.
  
  Advertising Costs
  
    Advertising costs are expensed as incurred. Total advertising costs expensed
  during the years ended June 30, 1999, 1998 and 1997, were $43,000, $102,000 and
  $56,000, respectively.
  
  Employee Benefit Plan
  
    Wyckoff has established an employee benefit plan under Internal Revenue Code
  Section 501(c)(9) to provide accident and health insurance benefits to all of
  its eligible employees. During the year ended June 30, 1997, Wyckoff changed its
  employee benefit plan from a self-funded plan to a fully insured plan whereby
  monthly premiums are paid to an insurance carrier.
  
            See accompanying notes to consolidated financial statements.
  
                                         9
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                    SUMMARY OF ACCOUNTING POLICIES--(Continued)
  
  Taxes on Income
  
    Wyckoff has adopted Statement of Financial Accounting Standards (SFAS) No.
  109, Accounting for Income Taxes. SFAS No. 109 requires recognition of deferred
  tax liabilities and assets for the expected future tax consequences of temporary
  differences between the financial statement carrying amount and the tax basis of
  assets and liabilities.
  
  Earnings Per Share
  
    Earnings per share is presented in accordance with SFAS No. 128, Earnings Per
  Share ("EPS"). This statement requires the presentation of EPS to reflect both
  Basic EPS and Diluted EPS on the face of the consolidated statements of income.
  In general, Basic EPS excludes dilution created by common stock equivalents.
  Diluted EPS reflects the potential dilution created by common stock equivalents.
  All periods presented herein have been adjusted to reflect the calculation of
  EPS in accordance with SFAS No. 128. See Note 11 for reconciliation of the
  numerators and denominators for the Basic EPS and Diluted EPS calculations.
  
  Stock Based Compensation
  
    In 1995, the Financial Accounting Standards Board issued Statement No. 123,
  Accounting for Stock-Based Compensation, which provides an alternative to APB
  Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for
  stock-based compensation to employees. The Company has elected to account for
  stock-based compensation to employees in accordance with APB Opinion 25.
  
  Comprehensive Income
  
    Effective April 1, 1998, Wyckoff adopted SFAS No. 130, Reporting Comprehensive
  Income. SFAS No. 130 requires that all items recognized under accounting
  standards as components of comprehensive earnings be reported in an annual
  financial statement that is displayed with the same prominence as other annual
  financial statements. As Wyckoff has no components of other comprehensive
  income, there are no disclosure requirements involved in Wyckoff's adoption of
  SFAS No. 130.
  
  Impact of Recently Issued Accounting Standards
  
    In June 1998, the Financial Accounting Standards Board issued Statement No.
  133, Accounting for Derivative Instruments and Hedging Activities, which is
  required to be adopted in years beginning after June 15, 2000. Management does
  not anticipate that the adoption of SFAS No. 133 will have a significant effect
  on results of operations or the financial position of Wyckoff.
  
            See accompanying notes to consolidated financial statements.
  
                                        10
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                    SUMMARY OF ACCOUNTING POLICIES--(Concluded)
  
  Segment Information
  
    Wyckoff adopted SFAS No. 131, Disclosures about Segments of an Enterprise and
  Related Information, in fiscal 1999. SFAS No. 131 supersedes SFAS No. 14,
  Financial Reporting for Segments of a Business Enterprise, and establishes
  standards for reporting information about operating segments. Operating segments
  are defined as components of an enterprise about which separate financial
  information is available that is evaluated regularly by the chief operating
  decision maker, or group, in deciding how to allocate resources and in assessing
  performance. Wyckoff has determined that under SFAS No. 131, it operates in one
  segment of pharmaceutical manufacturing. Wyckoff's customers and operations are
  primarily in the United States.
  
            See accompanying notes to consolidated financial statements.
  
                                         11
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
  1.  Business
  
    Wyckoff develops, manufactures and markets a broad range of active
  pharmaceutical ingredients and advanced fine chemical ingredients. Wyckoff and
  its subsidiary Wyckoff Chemical Foreign Sales Corporation sells products and
  custom synthesis services worldwide to a number of pharmaceutical companies that
  sell both branded and generic products, as well as to cosmetic companies and
  other fine chemical end-users.
  
  2.  Concentrations of Credit Risk
  
    A significant portion of Wyckoff's business activity is comprised of sales to
  a relatively few number of customers.
  
    One customer in 1999, one customer in 1998 and three customers in 1997,
  accounted for 10% or more of Wyckoff's revenues as follows:
  Year ended June 30,
                                                                 -------------------
                     Customer                          1999              1998             1997
                     --------                          ----              ----             ----
  A                                  12%                8%              10%
                     B                                   8%               15%              19%
                     C                                   3%                7%              11%
  Concentrations of credit risk with respect to accounts receivable are limited
  due to performance of on-going customer credit evaluations. Historically,
  Wyckoff has not experienced large losses related to trade receivables from
  individual customers or from groups of customers in any geographic areas.
  
    Wyckoff also has a significant portion of its business activity in sales to
  foreign customers. Foreign sales for the years ended June 30, 1999, 1998 and
  1997, comprise 13%, 16% and 10% of total sales, respectively. Historically,
  Wyckoff has not experienced losses related to trade receivables from foreign
  sales.
  
  3.     Inventories
  
    Inventories are summarized as follows:
  At June 30,
                                                                             -----------
                                                                        1999            1998
                                                                        ----            ----
  Finished products                                                 $3,108,000       $3,893,000
     Work-in-process                                                    2,102,000          990,000
     Raw Materials                                                      2,303,000        1,424,000
                                                                       ----------       ----------
     Total Inventories                                                 $7,513,000       $6,307,000
                                                                       ==========       ==========
  4.     Line-of-Credit to Bank
  
    At June 30, 1999, Wyckoff has a $2,500,000 working capital line-of-credit
  agreement with interest charged at the bank's prime rate (effectively 7.75%).
  The outstanding borrowings at June 30, 1999 and
  
                                         12
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  1998, were $1,000,000 and $500,000, respectively. The working capital line-of-
  credit expires on October 31, 1999.
  
  5.     Long-Term Debt
  
    Long-term debt consists of the following:
  At June 30,
                                                                                    -----------
                                                                              1999               1998
                                                                              ----               ----
  Variable Rate Demand Notes, Series 1997, monthly principal
   payments of $109,167, with variable interest based on the
   market rate for similar bonds, (5.11% at June 30, 1999), due
   February 1, 2004                                                        $ 7,110,000        $8,449,000
  
  $7,500,000 revolving secured term loan agreement with interest
   charged at the bank's prime rate (effectively 7.75%) at June
   30, 1999.  The term loan is secured by substantially all assets
   of Wyckoff except real estate.  At October 31, 1999, the
   agreement provides for the ability to convert to a long-term
   loan with principal and interest payments over five years                  6,176,000               --
                                                                            ------------      ----------
                                                                             13,286,000        8,449,000
  Less current portion                                                        2,464,000        1,340,000
                                                                            -----------       ----------
  Total Long-Term Debt                                                      $10,822,000       $7,109,000
                                                                            ===========       ==========
  On February 1, 1997, Wyckoff issued, through First of America Brokerage
  Service, Inc. (which subsequently became NatCity Investments, Inc.), variable
  rate demand notes, series 1997, to pay off its existing debt obligations. The
  notes are secured by substantially all of Wyckoff's assets and a letter of
  credit from National City Bank for $10,454,000. The funds are available to
  Wyckoff for certain capital projects as defined in the financing agreement. The
  remaining proceeds from the 1997 bond issuance were spent during the fiscal year
  ended June 30, 1998 on qualified capital projects detailed in the financing
  agreement. Interest is payable at alternative interest rate options and Wyckoff
  has the option to convert the variable interest rate to a fixed rate under
  certain conditions defined in the financing agreement. The agreement places
  certain restrictions on Wyckoff relating to, among other things, working
  capital, net worth, dividends and capital expenditures. Wyckoff was in violation
  of the capital expenditure covenants at June 30, 1999, but received a waiver
  from the bank.
  
    During the fiscal year ended June 30, 1999 Wyckoff entered into a $9,000,000
  interest rate swap, derivative transaction to reduce Wyckoff's exposure to
  fluctuations in short-term interest rates. This interest rate swap transaction
  effectively fixed the benchmark rate (based on the weighted average daily rate
  of 30-day commercial paper) used to calculate Wyckoff's borrowing cost at 4.96%
  for four and one-half years on $9,000,000 of the variable rate demand notes,
  series 1997. Wyckoff accounts for this interest rate swap as a hedge, and
  accrues the interest rate differential as an adjustment to interest expense on a
  monthly basis.
  
                                         13
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    The aggregate amounts of long-term debt due in each of the next five years are
  as follows (current maturities related to the revolving secured term loan have
  been assumed based on the five-year conversion option):
  Revolving
                                                                         Variable Rate         Secured
                                                                          Demand Notes        Term Loan
                                                                          ------------        ---------
  2000                                                                     $1,411,000         $1,053,000
   2001                                                                      1,455,000          1,136,000
   2002                                                                      1,530,000          1,228,000
   2003                                                                      1,615,000          1,326,000
   2004                                                                      1,705,000          1,433,000
                                                                            ----------         ----------
                                                                             7,716,000          6,176,000
   Less: Bond sinking fund                                                    (606,000)                --
                                                                            ----------         ----------
                                                                            $7,110,000         $6,176,000
                                                                            ==========         ==========
  Wyckoff is required to make monthly payments to a bond sinking fund held in a
  trust to retire the bonds. The payments are based on a principal amount and
  variable rate of interest. The aggregate amounts of payments to the bond sinking
  fund due in each of the next five years are equal to the long-term debt amounts
  noted above.
  
  6.     Stock Option Plans
  
    During the fiscal year ended June 30, 1993, Wyckoff established the Wyckoff
  Chemical Company, Inc. 1993 Stock Option Plan (the "Plan"). Shares reserved for
  the issuance of options under the Plan total 35,000. The Plan is administered by
  a committee appointed by the board of directors. Under the Plan, the committee
  may grant stock options which are Incentive Stock Options ("ISOs") as defined in
  the Internal Revenue Code or options which do not qualify as ISOs to outside
  directors of Wyckoff.
  
    The exercise price of options granted under the Plan may not be less than 100%
  of the fair market value of the common stock on the date the option is granted.
  The grantee's right to exercise these options vests at a rate of 33 1/3% per
  year for the first three years as follows: 1/3 on and after six months following
  the date of grant, 2/3 on and after one year from the date of grant and the
  final 1/3 on and after two years from the date of grant. These options may be
  exercised at any time, in whole or in part during their term, to the extent
  vested. The options expire 10 years from date of grant.
  
                                         14
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  ISO                                   Nonqualified
                               ---------------------------------------     -------------------------------------
                                                           Option                                    Option
                                                         Price per                                 Price per
          Date Granted                 Shares              Share                  Shares             Share
  -----------------------------  ------------------  ------------------      -----------------  ----------------
  June 30, 1997                             25,915             $ 81.75                   3,780            $82.00
   Granted                                   3,375               85.00                      --                --
   Exercised                                    --                  --                      --                --
   Lapsed                                     (315)             (81.75)                     --                --
                                            ------             -------                   -----            ------
  June 30, 1998                             28,975               82.13                   3,780             82.00
   Granted                                   2,180               85.00                      --                --
   Exercised                                  (185)              78.00                      --                --
   Lapsed                                   (1,260)             (82.13)                     --                --
                                            ------             -------                   -----            ------
  June 30, 1999                             29,710             $ 81.43                   3,780            $82.00
                                            ======             =======                   =====            ======
  At June 30, 1999, there were 1,510 shares of common stock reserved for future
  grants.
  
    The fair value of these options was estimated at the date of grant using a
  Black-Scholes multiple option pricing model using the following assumptions: (a)
  risk free interest rate: 6%; (b) dividend yield: $1.30; (c) volatility factor:
  0; and (d) weighted average expected life: five years.
  
    The Black-Scholes option valuation model was developed for use in estimating
  the fair value of traded options which have no vesting restrictions and are
  fully transferable. In addition, option models require the input of highly
  subjective assumptions including the expected stock price volatility. Because
  Wyckoff's employee stock options have characteristics significantly different
  from those of traded options, and because changes in the subjective assumptions
  can materially affect the fair value estimate, in management's opinion, the
  existing models do not necessarily provide a reliable single measure of the fair
  value of its employee stock options.
  
    Had compensation cost for Wyckoff's stock-based compensation plans been
  determined based on the fair value at the grant dates for awards under those
  plans consistent with the method of SFAS No. 123, the related effects would not
  be material.
  
  7.     Taxes on Income
  
    Provisions for federal income taxes in the consolidated statements of income
  are comprised of the following components:
  Year Ended June 30,
                                                    ------------------------------------------------------
                                                          1999               1998               1997
                                                    -----------------  -----------------  ----------------
  Current, net of business tax credits,
   utilization of alternative minimum tax (AMT)
   credit card carryforwards, and foreign sales
   corporation tax savings                                 $1,050,000         $  858,000        $1,012,000
  
  Deferred                                                    240,000            208,000           284,000
                                                           ----------         ----------        ----------
  Total Taxes on Income                                    $1,290,000         $1,066,000        $1,296,000
                                                           ==========         ==========        ==========
  15
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL
                              STATEMENTS--(Continued)
  
    Deferred taxes result from temporary differences in the recognition of
  revenues and expenses for tax and financial reporting purposes.  The sources of
  these differences and their tax effects are as follows:
  Year Ended June 30,
                                                                      -------------------
                                                              1999               1998               1997
                                                              ----               ----               ----
  Depreciation                                              $ 435,000            $165,000          $268,000
  Property taxes                                               20,000              13,000                --
  Legal accrual                                               (51,000)                 --                --
  Inventory:
    Uniform Capitalization Rules                                   --              26,000                --
    Obsolescence reserve                                     (115,000)                 --                --
  Other                                                       (49,000)              4,000            16,000
                                                            ---------            --------          --------
  Temporary Differences                                     $ 240,000            $208,000          $284,000
                                                            =========            ========          ========
  Net deferred income tax liabilities are comprised of the following:
  1999               1998
                                                                               ----               ----
  Depreciation                                                              $2,887,000         $2,452,000
  Property taxes                                                               112,000             92,000
  Other                                                                       (103,000)           (64,000)
  Legal accrual                                                                (51,000)                --
  Inventory
      Obsolescence reserve                                                    (115,000)                --
  Postretirement benefits                                                     (132,000)          (122,000)
                                                                            ----------         ----------
  Long-Term Deferred Income Taxes                                           $2,598,000         $2,358,000
                                                                            ==========         ==========
  The effective tax rate on income was different than the federal statutory tax
  rate. The following summary reconciles federal taxes at the statutory tax rate
  with the effective tax rate:
  Year Ended June 30,
                                                                                  -------------------
                                                                            1999         1998         1997
                                                                            ----         ----         ----
  Statutory federal rate                                                         34%          34%          34%
  Decreases in taxes resulting from research and development credit              (2)          (6)          (2)
  Tax benefit derived from foreign sales corporation                             (1)          (1)          --
                                                                               ----         ----         ----
  Taxes on Income -  Effective Rate                                              31%          27%          32%
                                                                               ====         ====         ====
  8.     Profit-Sharing and 401(k) Plan
  
    Wyckoff has a profit-sharing and 401(k) plan covering all qualified employees.
  Wyckoff matches employee contributions at a rate of 100% up to 4.6% of the
  employee's base salary. Wyckoff's contributions to the plan are discretionary
  and are determined annually by the board of directors. Amounts paid or accrued
  amounted to $294,000 in 1999, $293,000 in 1998 and $191,000 in 1997.
  
                                         16
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL
                              STATEMENTS--(Continued)
  
  9.     Postretirement Benefits
  
    Wyckoff provides postretirement healthcare benefits to eligible retirees. To
  qualify, the retiree must have provided at least 10 years of service with
  Wyckoff, and be at least 65 years of age.
  
    During the fiscal year ended June 30, 1999, Wyckoff adopted SFAS No. 132,
  Employers' Disclosures about Pensions and Other Postretirement Benefits. SFAS
  No. 132 supersedes SFAS No. 106, which Wyckoff used in prior years to report
  postretirement benefits.
  
    Wyckoff has recorded a long-term liability at June 30, 1999 and 1998, of
  $388,000 and $349,000, respectively, for postretirement benefits. During the
  years ended June 30, 1999, 1998 and 1997, Wyckoff made cash expenditures of
  approximately $8,000, $4,000 and $9,000, respectively, to fund benefits for
  current retirees.
  Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  Change in Benefit Obligation:
    Benefit obligation at beginning of year                          $349,000        $266,000        $175,000
    Service cost                                                       63,000          58,000          54,000
    Interest cost                                                      23,000          17,000          13,000
    Actuarial gain                                                      6,000              --              --
    Benefits paid                                                      (8,000)         (4,000)         (9,000)
    Other                                                             (45,000)         12,000          33,000
                                                                     --------        --------        --------
  Benefit Obligation at End of Year                                  $388,000        $349,000        $266,000
                                                                     ========        ========        ========
  Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  Change in Plan Assets:
    Fair value of plan assets at beginning of year                   $     --        $     --        $     --
    Employer contribution                                               8,000           4,000           9,000
    Benefits paid                                                      (8,000)         (4,000)         (9,000)
                                                                     --------        --------        --------
  Fair Value of Plan Assets at End of Year                           $     --        $     --        $     --
                                                                     ========        ========        ========
    Funded status                                                    $388,000        $349,000        $266,000
    Unrecognized net actuarial loss                                    16,000          54,000              --
                                                                     --------        --------        --------
  Accrued Benefit Cost                                               $404,000        $403,000        $266,000
                                                                     ========        ========        ========
  Year Ended June 30,
                                                                                -------------------
                                                                       1999            1998            1997
                                                                       ----            ----            ----
  Weighted-Average Assumptions as of June 30:
    Discount Rate                                                       7.50%           7.50%           7.50%
    Expected return on plan assets                                       N/A             N/A             N/A
    Rate of compensation increase                                        N/A             N/A             N/A
  17
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    For measurement purposes, the following annual percentage increases apply:
  Annual
                               Year Ended June 30,                                    Factor
                               -------------------                                    ------
  2000                                                                9.00%
                   2001                                                                8.25%
                   2002                                                                7.50%
                   2003                                                                6.75%
                   2004 and thereafter                                                 6.50%
  Year Ended June 30,
                                                                             -------------------
                                                                    1999             1998             1997
                                                                    ----             ----             ----
  Components of Net Periodic Benefit Cost:
     Service cost                                                  $63,000          $58,000         $54,000
     Interest cost                                                  23,000           17,000          13,000
     Recognized net actuarial loss                                   3,000               --              --
                                                                   -------          -------         -------
  Net Periodic Benefit Cost                                        $89,000          $75,000         $67,000
  Wyckoff has a non-contributory postretirement healthcare benefit plan. The
  accounting for the healthcare plan anticipates future cost increases that may
  impact the plan and are expected to be funded by Wyckoff.
  
    Assumed healthcare cost trend rates have a significant effect on the amounts
  reported for the healthcare plan. A one-percentage-point change in assumed
  healthcare cost trend rates would have the following effects:
  One-Percentage     One-Percentage
                                                                           Point increase     Point increase
                                                                          -----------------  -----------------
  Effect on total of service and interest cost components                   $101,000           $ 72,000
                                                                               ========           ========
     Effect on postretirement benefit obligation                               $442,000           $341,000
                                                                               ========           ========
  10.     Supplemental Disclosure of Cash Flow Information
  
    Supplemental information on cash paid for interest and income taxes during
  each of the following years is as follows:
  Year Ended June 30,
                                                                             -------------------
                                                                   1999             1998             1997
                                                                   ----             ----             ----
  Income taxes paid                                             $1,798,000         $615,000      $1,055,000
                                                                ==========         ========      ==========
  Interest paid                                                 $  546,000         $701,000      $  659,000
                                                                ==========         ========      ==========
  18
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
    Several fixed asset purchases remained in accounts payable at year-end, and is
  considered a non-cash investing activity, as follows:
  Year Ended June 30,
                                                                           -------------------
                                                                   1999           1998             1997
                                                                   ----           ----             ----
  Fixed Assets                                                    $584,000    $         --     $         --
                                                                  ========  ================  ===============
  11.     Calculation of Earnings per Share
  
    A reconciliation of the numerators and denominators for the Basic and Diluted
  EPS calculations is as follows:
  Year Ended June 30,
                                                                            -------------------
                                                                   1999            1998            1997
                                                                   ----            ----            ----
  Numerator:
    Numerator for Basic and Diluted EPS--
      Income available to common shareholders                    $2,891,000      $2,870,000      $2,702,000
  Denominator:
    Denominator for Basic EPS--
      Weighted-average shares                                       283,614         284,324         285,317
    Effect of dilutive securities--
      Employee stock options                                          3,221           2,721           2,476
                                                                 ----------      ----------      ----------
  Denominator for Adjusted Weighted-Average Shares                  286,835         287,045         287,793
                                                                 ==========      ==========      ==========
  
  Basic earnings per share                                       $    10.19      $    10.09      $     9.47
  Diluted earnings per share                                     $    10.08      $    10.00      $     9.39
  12.     Litigation
  
    Wyckoff has been named as a defendant in a lawsuit arising in the normal
  course of business. Wyckoff disputes the validity of it being named as a
  defendant in the lawsuit and management believes that a resulting liability, if
  any, will not have a material adverse effect on Wyckoff's financial statements.
  
  13.     Subsequent Event
  
    Subsequent to year-end June 30, 1999, Wyckoff entered into a merger agreement
  with Catalytica, Inc. The merger, if approved by Wyckoff's shareholders, will
  result in the issuance of Catalytica common stock to Wyckoff's current
  shareholders in exchange for their Wyckoff stock.
  
                                         19
  WYCKOFF CHEMICAL COMPANY, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
  
  14.     Quarterly Financial Data (Unaudited)
  
    The following table summarizes Wyckoff's quarterly results of operations for
  the years ended June 30, 1999 and 1998:
  First Quarter           Second Quarter          Third Quarter           Fourth Quarter
                                 -----------------------  ----------------------  ----------------------  -----------------------
                                    1999         1998        1999        1998        1999        1998        1999         1998
                                 -----------  ----------  ----------  ----------  ----------  ----------  -----------  ----------
  Net sales                      $6,749,000   $6,401,000  $8,178,000  $8,653,000  $7,886,000  $8,148,000  $13,711,000  $8,227,000
  Gross profit                    1,233,000    1,774,000   2,698,000   2,933,000   2,015,000   2,889,000    5,627,000   2,379,000
  Net income (loss)                (184,000)     305,000     625,000     952,000     208,000     860,000    2,242,000     753,000
  Basic earnings per share       $    (0.65)  $     1.07  $     2.20  $     3.35  $     0.73  $     3.03  $      7.90  $     2.64
  Diluted earnings per share     $    (0.65)  $     1.06  $     2.18  $     3.31  $     0.72  $     3.00  $      7.81  $     2.63
  20
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (b)  PRO FORMA FINANCIAL INFORMATION
  
          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
  
    The following unaudited pro forma condensed combined financial statements have
  been prepared to give effect to the merger, using the pooling-of-interests
  method of accounting.
  
    The unaudited pro forma condensed combined statement of operations gives
  effect to the merger as if it occurred as of the beginning of the earliest year
  presented and combines the historical consolidated statements of operations of
  Catalytica for each of the three years ended December 31, 1998, 1997 and 1996
  and the six-month periods ended June 30, 1999 and 1998, with the historical
  consolidated statements of operations of Wyckoff for the 12 months ended
  December 31, 1998, each of the two years ended June 30, 1998 and the six-month
  periods ended June 30, 1999 and 1998.
  
    The unaudited pro forma condensed combined consolidated balance sheet combines
  the unaudited condensed consolidated balance sheet of Catalytica and the
  unaudited condensed consolidated balance sheet of Wyckoff as of June 30, 1999.
  
    Catalytica and Wyckoff estimate that they will incur transaction costs of
  approximately $1.0 million associated with the merger, which will be charged to
  operations when incurred. There can be no assurance that the combined company
  will not incur additional charges to reflect costs associated with the merger or
  that management will be successful in its efforts to integrate the operations of
  the two companies.
  
    The unaudited pro forma condensed combined financial information is presented
  for illustrative purposes only and is not necessarily indicative of the
  financial position or results of operations that would have actually been
  reported had the merger occurred at the beginning of the periods presented, nor
  is it necessarily indicative of future financial position or results of
  operations. These unaudited pro forma condensed combined financial statements
  are based upon the historical consolidated financial statements of Catalytica
  and Wyckoff and should be read in conjunction with the consolidated financial
  statements and notes thereto included in this proxy statement/prospectus, and do
  not incorporate, nor do they assume, any benefits from cost savings or synergies
  of operations of the combined company.
  
                                       21
  Unaudited Pro Forma Condensed Combined Statement of Operations
           Reflecting Catalytica, Inc. After Giving Effect to the Merger
                      (In thousands, except per share amounts)
  For the Year Ended December 31,      Six Months Ended June 30,
                                              -----------------------------------   ---------------------------
                                                 1998       1997 (1)    1996 (1)        1999           1998
                                              ----------   ----------   ---------   ------------   ------------
  Revenues:
    Product sales                              $390,175     $205,776    $ 38,854       $203,766       $200,421
    Research revenues                            16,284        6,599       6,501         10,314          4,165
                                               --------     --------    --------       --------       --------
       Total revenues                           406,459      212,375      45,355        214,080        204,586
  Costs and expenses:
    Cost of sales                               316,820      176,546      28,751        157,939        165,915
    Research and development                     32,366       11,007      10,870         18,994         10,910
    Selling, general and administrative          21,029       11,306       8,047         13,422          9,413
                                               --------     --------    --------       --------       --------
       Total costs and expenses                 370,215      198,859      47,668        190,355        186,238
  Operating income (loss)                        36,244       13,516      (2,313)        23,725         18,348
  Interest income                                 2,894        1,450       1,179          1,322          1,555
  Interest expense                               (9,569)      (6,006)       (960)        (4,160)        (5,312)
  Gain on sale of assets                             --           --         900             --             --
  Loss on joint ventures                         (3,827)      (4,355)         --           (975)        (2,307)
                                               --------     --------    --------       --------       --------
  Income (loss) before income taxes              25,742        4,605      (1,194)        19,912         12,284
  Provision for income taxes                     (2,925)      (1,425)     (1,296)        (4,015)        (1,387)
  
  Net income (loss) before common stock
   redemption                                    22,817        3,180      (2,490)        15,897         10,897
  
  Less premium paid on redemption of class
   B common stock                                    --       (3,750)         --             --             --
                                               --------     --------    --------       --------       --------
  Net income (loss) attributable to common
   shareholders                                $ 22,817     $   (570)   $ (2,490)      $ 15,897       $ 10,897
                                               ========     ========    ========       ========       ========
  Net income (loss) per share:
  Basic                                        $   0.40     $  (0.02)   $  (0.10)      $   0.27       $   0.19
                                               ========     ========    ========       ========       ========
  Diluted                                      $   0.34     $  (0.02)   $  (0.10)      $   0.23       $   0.16
                                               ========     ========    ========       ========       ========
  
  Number of shares used in computing net
   income (loss) per share:
  Basic                                          57,605       37,744      23,779         57,973         57,489
                                               ========     ========    ========       ========       ========
  Diluted                                        63,692       37,744      23,779         63,674         63,432
                                               ========     ========    ========       ========       ========
  (1) See Note 2 to Notes to Catalytica's Consolidated Financial Statements.
  
    See accompanying notes to unaudited pro forma condensed combined financial
    statements.
  
                                        22
  Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
           Reflecting Catalytica, Inc. After Giving Effect to the Merger
                                As of June 30, 1999
                                   (in thousands)
  Catalytica     Wyckoff     Pro Forma
                                                                  -----------   ---------   ------------
                                                                    Actual       Actual     Adjustments      Total
                                                                  -----------   ---------   ------------   ---------
  ASSETS
  Current assets:
    Cash and cash equivalents                                       $ 46,441    $    290                   $ 46,731
    Short-term investments                                             5,116          --                      5,116
    Accounts receivable, net                                          23,306       8,240                     31,546
    Accounts receivable from joint venture                               572          --                        572
    Notes receivable from employees                                      305          --                        305
    Inventory:
       Raw materials                                                  38,230       2,303                     40,533
       Work in process                                                42,335       2,102                     44,437
       Finished goods                                                 11,573       3,108                     14,681
                                                                    --------    --------                   --------
                                                                      92,138       7,513                     99,651
    Deferred tax asset                                                 2,867          --                      2,867
    Prepaid expenses and other assets                                  4,199         127                      4,326
                                                                    --------    --------                   --------
       Total current assets                                          174,944      16,170                    191,114
  Property, plant and equipment:
    Land                                                               5,391       1,139                      6,530
    Equipment                                                        135,785      34,261                    170,046
    Buildings and leasehold improvements                              67,901      12,562                     80,463
                                                                    --------    --------                   --------
                                                                     209,077      47,962                    257,039
    Less accumulated depreciation and amortization                   (34,770)    (20,503)                   (55,273)
                                                                    --------    --------                   --------
                                                                     174,307      27,459                    201,766
  Other assets                                                         2,529         153                      2,682
                                                                    --------    --------                   --------
                                                                    $351,780    $ 43,782                   $395,562
                                                                    ========    ========                   ========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                $ 19,080    $  2,644                   $ 21,724
    Accrued payroll and related expenses                              14,077         858                     14,935
    Deferred revenue                                                   4,069          --                      4,069
    Other accrued liabilities                                         13,855         515          1,000      15,370
    Current portion of long-term debt                                  8,201       1,000                      9,201
    Current portion of bonds                                              --       2,464                      2,464
    Income taxes payable                                                 438         819           (180)      1,077
                                                                    --------    --------    -----------    --------
       Total current liabilities                                      59,720       8,300            820      68,840
  
  Long-term debt                                                      59,500       6,176                     65,676
  Long-term portion of bonds                                              --       4,646                      4,646
  Non-current deferred revenue                                         1,414          --                      1,414
  Deferred tax liability                                                  --       2,598                      2,598
  Other liabilities                                                    1,125         388                      1,513
  Minority interest                                                   41,000          --                     41,000
  Class A and B common stock                                          97,079          --                     97,079
  
  Stockholders' equity:
    Common stock                                                          28         284           (284)         28
    Additional paid-in capital                                       105,810       2,095            284     108,189
    Deferred compensation                                               (219)         --                       (219)
    Retained earnings (accumulated deficit)                          (13,677)     19,295           (820)      4,798
                                                                    --------    --------    -----------    --------
       Total stockholders' equity                                     91,942      21,674           (820)    112,796
                                                                    --------    --------    -----------    --------
                                                                    $351,780    $ 43,782             --    $395,562
                                                                    ========    ========    ===========    ========
  See accompanying notes to unaudited pro forma condensed combined financial
     statements.
  
                                        23
  Notes to Unaudited Pro Forma
                      Condensed Combined Financial Statements
  
  Note 1.  Pro Forma Basis of Presentation
  
    Since the fiscal years of Catalytica and Wyckoff differ, the financial
  statements of Wyckoff have been recast for the most recently completed fiscal
  year of Catalytica and are presented for the 12-month period ended December 31,
  1998.  The periods combined for purposes of the unaudited pro forma condensed
  financial statements are as follows:
  Catalytica                              Wyckoff
                 ----------                              -------
  Fiscal year ended December 31, 1998    Twelve months ended December 31, 1998
  Fiscal year ended December 31, 1997    Fiscal year ended June 30, 1998
  Fiscal year ended December 31, 1996    Fiscal year ended June 30, 1997
  Six months ended June 30, 1999         Six months ended June 30, 1999
  Six months ended June 30, 1998         Six months ended June 30, 1998
  Wyckoff's results of operations for the six-month period ended June 30, 1998,
  have been included in the unaudited pro forma results of operations for the year
  ended December 31, 1997 and December 31, 1998.
  
    These unaudited pro forma condensed combined financial statements assume the
  issuance of 4,496,487 shares of Catalytica common stock in exchange for
  Wyckoff's common stock and options outstanding in connection with the merger,
  based on the exchange ratio:
  Number of shares of Catalytica common stock exchanged                  4,496,487
         Number of shares of Catalytica common stock and equivalents
           outstanding as of June 30, 1999                                     53,607,085
                                                                               ----------
         Number of shares of combined company common stock
           outstanding after the completion of the merger at June 30, 1999     58,103,572
                                                                               ==========
  Note 2.  Unaudited Pro Forma Condensed Combined Balance Sheet
  
    Catalytica and Wyckoff estimate it will incur direct transaction costs of
  approximately $1.0 million associated with the merger, consisting primarily of
  transaction fees for attorneys, accountants, financial printing and other
  related charges.  These nonrecurring transaction costs will be charged to
  operations as incurred.  These charges have been reflected in the unaudited pro
  forma condensed combined balance sheet, but they are not reflected in the
  unaudited pro forma condensed combined statements of operations.
  
    It is expected that following the merger, the combined company will incur
  significant additional costs or charges, which are not currently reasonably
  estimable, to reflect costs associated with integrating the two companies.
  These costs or charges have not been reflected in the unaudited pro forma
  condensed combined balance sheet or statements of operations as such costs
  cannot be estimated accurately at this time pending finalization of operating
  decisions by management as to the manner and timing of consolidating the
  operations.  There can be no assurance that the combined company will not incur
  
                                        24
  additional merger-related costs or charges or that management will be successful
  in its efforts to integrate the operations of the two companies.
  
  Note 3.  Unaudited Pro Forma Net Income (Loss) Per Share
  
    The following table reconciles the number of shares used in the pro forma per
  share calculations to the numbers set forth in Catalytica's and Wyckoff's
  historical statements of operations:
  
                  Shares used in Pro Forma Per Share Calculations
                                   (in thousands)
  Fiscal Year Ended       Six Months Ended
                                                          December 31,             June 30,
  
                                                     1998     1997     1996     1999      1998
  Shares used in Basic per share calculations
  
  Historical - Catalytica                           53,109   33,248   19,283    53,477   52,993
  
  Historical  Wyckoff                                  284      284      285       284      284
  
  As converted - Wyckoff                             4,496    4,496    4,496     4,496    4,496
  
  Pro forma combined                                57,605   37,744   23,779    57,973   57,489
  
  Shares used in Diluted per share calculations
  
  Historical - Catalytica                           59,196   33,248   19,283    59,178   58,936
  
  Historical  Wyckoff                                  287      287      288       287      286
  
  As converted - Wyckoff                             4,496    4,496    4,496     4,496    4,496
  
  Pro forma combined                                63,692   37,744   23,779    63,674   63,432
  25
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (c) EXHIBITS
  
          2.1  Agreement and Plan of Reorganization, dated as of July 14, 1999, by
               and among the Registrant, Pilot Acquisition Corporation, a Michigan
               corporation and wholly owned subsidiary of the Registrant and
               Wyckoff Chemical Company, Inc., a Michigan corporation. (1)
  
          23.1 Consent of BDO Seidman LLP
  
     (1) Incorporated by reference to Exhibit 2.1 to the Registrant's
     Registration Statement on Form S-4 (File No. 333-84615) declared
     effective August 20, 1999.
  
                                        26
  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 thereunto duly authorized.
  
  Date: September 30, 1999
                                      CATALYTICA, INC.
                                      (Registrant)
  
                                      By:  /s/ Lawrence W. Briscoe
                                          -----------------------------------
                                               Lawrence W. Briscoe
                                            Vice President and Chief
                                                 Financial Officer
  
                                        27