SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) July 19, 1996
SIMTEK CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-19027 84-1057605
___________________ ____________ ___________________
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1465 Kelly Johnson Boulevard
Colorado Springs, Colorado 80920
________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code: (719) 531-9444
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Item 5: Other Information:
(1) Simtek Corporation issued the following press release dated July 15, 1996:
For more information contact:
Dr. Richard Petritz
President and Chief Executive Officer
Simtek Corporation
1465 Kelly Johnson Boulevard
Colorado Springs, CO 80920 USA
(719) 531-9444 FAX (719) 531-9481
FOR IMMEDIATE RELEASE
SIMTEK ANNOUNCES FINANCIAL RESULTS
FOR THE SECOND QUARTER OF 1996
COLORADO SPRINGS, Colorado -- July 15, 1996 -- Simtek Corporation
announced financial results for the second quarter of 1996 and for the six
months ending June 30, 1996. The Company had net profit of $12,122 in the second
quarter of 1996 as compared to a loss of $220,524 for the same period in 1995.
The Company had an increase in net product sales of 196% for the second
quarter of 1996 as compared to the same period in 1995. The increase in net
product sales for the six month period was 113% as compared with the same period
in 1995. The product revenue of $1,969,718 for the first six months of 1996 is
97% of the total product revenue for all of 1995.
The sales growth during the first six months is attributable to
increased product yields and an increase in the demand of the Company's
nonvolatile memory products from various markets including telecommunications,
industrial control, military and office automation. The increase in product
yield resulted in a lower cost of goods, which in turn led to a positive gross
margin greater than 35% for the six month period. Due to better cost controls,
the Company also saw a decrease of approximately 30% in operating expenses for
the first six months of 1996 as compared to the same period of 1995.
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<CAPTION>
FINANCIAL RESULTS:
Three Months Ended Six Months Ended
------------------------------- -----------------------------
06/30/96 06/30/95 6/30/96 06/30/95
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Product Sales, Net $ 1,158,624 $ 391,863 $ 1,969,718 $ 926,283
Commission Income 2,464 0 6,747 0
Total Revenue 1,161,088 391,863 1,976,465 926,283
Cost of Goods 712,707 543,893 1,268,520 1,133,503
Gross Margin 445,917 (152,030) 701,198 (207,220)
Gross Margin % 38.49% -38.80% 35.60% -22.37%
Operating Expense 443,473 678,126 942,614 1,347,700
Royalty Income 0 600,000 0 600,000
Net Income (Loss) 12,122 (220,524) (222,584) (931,358)
Earnings per Share 0.00 (0.01) (0.01) (0.04)
Weighted Average
Number of Shares
Outstanding 26,978,311 21,193,669 26,978,311 21,193,669
</TABLE>
Simtek Corporation develops, produces and markets high performance
nonvolatile memories. The Company is headquartered in Colorado Springs, Colorado
with world-wide sales established through independent representatives and
distributors. Simtek is listed under the symbol SRAM on the OTC Electronic
Bulletin Board.
* * *
Editor's Note: Please send inquiries to: Communications Department, Simtek
Corporation, 1465 Kelly Johnson Boulevard, Colorado Springs, CO 80920 USA. (719)
531-9444, (800) 637-1667; FAX (719) 531-9481.
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(2) The following sets forth Simtek Corporation's 1996 Interim Report
which will be mailed to its shareholders on or about July 19, 1996:
To Our Shareholders:
Dear Shareholder,
This report covers the period following the Interim Report to Shareholders dated
November 1, 1994 through March 31, 1996. Shareholders who desire further
disclosure information may request the following reports from the Securities and
Exchange Commission or from Simtek Corporation: Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q.
1995 was a year of transition for Simtek. Under the leadership of Sheldon
Taylor, the Company reduced its operating and manufacturing costs, increased its
revenues and reduced its losses. Simtek entered 1996 in an improved financial
and technical position.
In September 1995, the Company entered into a new one year agreement (the
"Cooperation Agreement") with ZMD. Under the Cooperation Agreement, the two
companies created a joint task force for the rapid development of 64 kilobit and
256 kilobit nvSRAMs using a 0.8 micron process, along with additional derivative
nvSRAM products. The agreement also provides for the use of the ZMD facilities
to complete the technology and its manufacturing process. ZMD and the Company
will co-own the technology and processes developed through the end of the task
force. The Company intends to purchase nvSRAM products from ZMD when commercial
qualification is complete. ZMD has the worldwide right to sell nvSRAMs developed
jointly by Simtek and ZMD.
ZMD and Simtek agreed on a foundry agreement for product deliveries to Simtek.
In March 1996, ZMD and Simtek reached agreement on a transfer price. On March
13, 1996, Simtek gave ZMD a purchase order for 64 kilobit nvSRAMs based on this
agreement. Simtek expects deliveries of 0.8 micron 64 kilobit nvSRAMs to begin
in the second quarter of 1996.
Additionally, ZMD agreed to finance the Company in monthly installments through
August 1996 in exchange for the rights to convert its investment into the
CompanyOs shares of common stock. Under the terms of the agreement, ZMD may add
a second member to the CompanyOs board of directors and it is anticipated that
ZMD intends to stay above 25% ownership of total equity and will not exceed 30%
without approval of the Simtek board. Through December 31, 1995, total payments
of $907,000 were converted into 5,182,857 shares of common stock at which time
this placed ZMD at approximately 26% ownership. In the first quarter of 1996,
ZMD paid Simtek $209,491 of which ZMD has not notified the Company of its intent
to convert.
In the second quarter of 1995, an application problem was identified and
corrected in the third quarter 1995. This problem required the institution of
additional testing which resulted in delaying sales and decreased yields for the
second, third and fourth quarters of 1995. Process changes resulted in a
significant increase in good die per wafer for wafers received in the first
quarter of 1996 as compared to wafers received for the majority of 1995. This
yield increase accounted for the Company having a positive gross margin of
$255,282 in the first quarter of 1996 as compared to a negative gross margin of
$55,189 for the first quarter of 1995. The Company believes that if Chartered
Semiconductor Manufacturing Ltd. ("Chartered") continues to maintain the current
yields on the 1.2 micron process, along with the 0.8 micron product the Company
anticipates receiving from ZMD, the Company will continue to operate at a
positive gross margin through the second quarter of 1996.
In July 1995, the Company was notified by NASDAQ that its appeal of the
delisting from the Small-Cap Market had been denied. The Company plans to remain
on the OTC Electronic Bulletin Board until such time as it meets the
requirements and reapplies for listing on the NASDAQ Small-Cap Market. On March
6, 1996, the class A warrants expired, none of which had been exercised.
Sheldon Taylor resigned his position as President and Chief Executive Officer
effective December 31, 1995. Mr. Taylor will remain a member of SimtekOs Board
of Directors. Effective January 1, 1996, Richard Petritz was appointed as
President and Chief Executive Officer of Simtek. He also continues as Chairman
of the Board.
Management of the Company anticipates that the proceeds from the ZMD Cooperation
Agreement entered into in September 1995 and revenue generated from sales of
products will last through the end of the third quarter 1996. The Company may
require additional capital in the third quarter 1996 to fund production and
<PAGE>
marketing of its 0.8 micron 256 kilobit nvSRAM products and the development of
other new products. The Company does not have any commitments for such
additional capital as of the date of this report.
Simtek has continued to see an increase in net product sales because of
increased customer acceptance of nvSRAM products. The Company is continuing to
see a decrease in net loss as compared period to period. The decrease in net
loss was because of increased product sales, decreased operating expenses and
better gross margins.
The following Statements of Operations compare the three months ended March 31,
1996 and 1995 and the years ended 1995 and 1994. The following Balance Sheets
compare March 31, 1996 with December 31, 1995 and December 31, 1994.
In closing, we are pleased with the progress that Simtek has made during 1995
and the first quarter of 1996 in all areas of the CompanyOs operations. We at
Simtek appreciate your continued support.
Sincerely,
/S/ Richard L. Petritz
RICHARD L. PETRITZ
Chairman and CEO
<PAGE>
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<CAPTION>
- - --------------------------------------------------------------------------------
Balance Sheets
- - --------------------------------------------------------------------------------
March 31, December 31, December 31,
1996 1995 1994
---------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash............................ $ 160,580 $ 311,872 $ 848,989
Accounts receivable -
trade, net.................... 368,908 210,047 223,903
Accounts receivable -
other ........................ 20,814 11,072 90,847
Inventory, net.................. 271,854 228,251 570,822
Prepaid expenses and other
assets ....................... 29,670 19,289 50,597
------------- ------------- ------------
Total Current Assets....... 851,826 780,531 1,785,158
Equipment and furniture, net........ 302,518 344,676 537,893
Total Assets.................... $ 1,154,344 $ 1,125,207 $ 2,323,051
============ ============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable................ $ 302,930 $ 277,277 $ 311,396
Accrued expenses................ 169,602 153,593 105,453
Accrued wages................... 176,475 161,475 96,885
Accrued vacation payable........ 76,646 78,956 96,894
Exchangeable notes.............. 209,491 - -
------------- -------------- -------------
Total Current Liabilities...... 935,144 671,301 610,628
Research and development............ - - 684,509
Prepaid royalty..................... - - 300,000
------------- -------------- -------------
Total Liabilities............... 935,144 671,301 1,595,137
Commitments and contingencies - - -
Shareholders' Equity:
Preferred stock, $1.00 par value,
2,000,000 shares authorized
and none issued and
outstanding...................... - - -
Common stock, $.01 par value,
40,000,000 shares authorized
26,978,311 shares issued and
outstanding at March 31, 1996
and December 31, 1995, and
19,949,300 shares issued and
outstanding at December 31,
1994............................. 269,783 269,783 199,493
Additional paid-in capital.......... 29,496,144 29,496,144 27,909,434
Accumulated deficit................. (29,546,727) (29,312,021) (27,381,013)
------------ ------------- -------------
Shareholder's equity................ 219,200 453,906 727,914
------------ ------------- -------------
Total Liabilities
and Shareholders' Equity $ 1,154,344 $ 1,125,207 $ 2,323,051
============ ============= =============
</TABLE>
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NASDAQ Small-Caps Market Registrar and Transfer Agent
System Symbols: Continential Stock Transfer and Trust Company
SRAM, SRAMW 2 Broadway
New York, NY 10004
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<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------
Statement Of Operations
- - ---------------------------------------------------------------------------------------------------------
For the quarters ended March 31, For the years ended December 31,
1996 1995 1995 1994
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Commission Income.................... $ 4,282 $ -- $ 301 $ --
Product sales, net................... 811,094 534,420 2,038,749 1,195,140
------------ ------------- ------------- -------------
Total Income.................... 815,376 534,420 2,039,050 1,195,140
Cost of product sales................ 555,812 589,609 2,192,795 2,276,929
------------ ------------- ------------- -------------
Gross Margin .................... 255,282 (55,189) (154,046) (1,081,789)
Operating Expenses
Design, research................ 247,351 370,217 1,335,123 1,508,770
Administrative ................. 125,424 165,054 556,500 1,069,053
Marketing ...................... 126,365 134,304 516,679 748,455
------------ ------------- ------------- -------------
Total operating expenses... 499,140 669,575 2,408,302 3,326,278
------------ ------------- ------------- -------------
Loss from operations....... (239,576) (724,764) (2,562,047) (4,408,067)
Other Income (Expense):
Royalty income.................. -- -- 600,000 --
Interest income................. 3,400 10,896 24,360 57,884
Interest expense................ -- -- (77) (664)
Other income (expense), net..... 1,470 3,033 6,756 41,861
------------ ------------- ------------- -------------
Total other income
(expense)................. 4,870 13,929 631,039 99,081
------------ ------------- ------------- -------------
Net loss............................. $ (234,706) $ (710,835) $ (1,931,008) $ (4,308,986)
============ ============= ============= =============
Net loss per common share............ $ (0.01) $ (0.03) $ (0.09) $ (0.22)
============ ============= ============= =============
Weighted average number
of shares outstanding............ 26,978,311 20,585,197 21,497,035 19,453,410
============ ============= ============= =============
</TABLE>
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Directors and Officers
- - --------------------------------------------------------------------------------
Dr. Richard L. Petritz Dr. Kurt Garbrecht, Director
Chairman of the Board & CEO Zentrum Mikroelektronik Dresden GmbH
Mr. Sheldon A. Taylor, Director Dr. Klaus Wiemer, Director
Dr. Robert Keeley, Director
University of Colorado, Colorado Springs
- - --------------------------------------------------------------------------------
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned and hereunto duly authorized.
SIMTEK CORPORATION
/s/ Richard L. Petritz
July 19, 1996 By:______________________________________
RICHARD L. PETRITZ
Chief Execuitve Officer and Chief
Financial Officer (acting)
