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) September 3, 1997
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) (Zip Code)
Registrant's telephone, including area code: (719) 531-9444
Not applicable
-----------------------------------------------------------
Former name or former address, if changed since last report
<PAGE>
Item 5: Other Information:
(1) The following Second Quarter 1997 Interim Report, dated August 20,
1997, has been mailed by the Registrant to its Shareholders:
[OUTSIDE COVER OF REPORT]
Simtek Corporation
1465 Kelly Johnson Blvd. #301
Colorado Springs, CO 80920
[GRAPHIC OMITTED]
SECOND
QUARTER 1997
INTERIM REPORT
[END OF OUTSIDE COVER]
- --------------------------------------------------------------------------------
August 20, 1997
To Our Shareholders:
This report covers the quarter ended June 30, 1997. 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-KSB and Quarterly Reports on Form 10-QSB.
Simtek Corporation ("Simtek" or the "Company") recorded net product sales of
$1,536,243 for the second quarter of 1997 and $3,301,761 for the six months
ended June 30, 1997 up from the $1,158,624 recorded for the second quarter 1996
and the $1,969,718 for the six months ended 1996. The product sales were from
the Company's 4 kilobit, 16 kilobit, 64 kilobit and 256 kilobit nvSRAM product
families. These increases were due to increased customer acceptance of nvSRAM
products from various markets including telecommunications, industrial control,
military and office automation. Two distributors and one direct customer of the
Company's nvSRAM products account for more than 60% of the Company's net sales
for the second quarter 1997.
In the second quarter 1997, the Company increased its gross margin as a percent
of revenue from approximately 38% for the second quarter 1996 to approximately
46% for the second quarter 1997. The Company also saw an increase in its gross
margin as a percent of revenue from approximately 36% for the six months ended
June 30, 1996 to approximately 42% for the six months ended June 30, 1997. These
increases in gross margin are due to the Company shipping 64 kilobit commercial
product based on higher margin 0.8 micron technology as compared to shipping
64kilobit commercial product based on 1.2 micron technology in the same periods
in 1996. The Company continued to ship its high end industrial and military
business from product built on 1.2 micron technology.
While selling, general and administrative expenses saw a dollar increase for the
second quarter 1997 as compared to the second quarter 1996, the expenses as a
percent of revenue remained at approximately 39% for the quarters. These
-2-
<PAGE>
expenses also saw a dollar increase for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996, however, the expenses as a
percent of revenue were approximately 37% for the six months ended June 30, 1997
as compared to 48% for the six months ended June 30, 1996. The dollar increase
was due primarily to increased advertising, printing, sales commissions and
basic overhead.
The Company recorded a net income of $99,579 in the second quarter of 1997 and a
net income of $197,359 for the six months ended June 30, 1997 as compared to a
net income of $12,122 for the second quarter of 1996 and a net loss of $222,584
for the six months ended June 30, 1996. This was a result of increased product
sales and increased gross margins.
The Company may require additional capital to fund production and marketing of
its 0.8 micron 256 kilobit nvSRAM 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.
The following Statements of Operations compare the quarter and six months ended
June 30, 1997 with the quarter and six months ended June 30, 1996 and the
Balance Sheets compare June 30, 1997 with December
31, 1996.
In closing, we are pleased with the progress that Simtek has continued to make
during the second quarter 1997 in all areas of the Company's operations. We at
Simtek appreciate your continued support.
Sincerely,
/s/ Richard L. Petritz
RICHARD L. PETRITZ
Chairman and CEO
-3-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Balance Sheet
- -----------------------------------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
1997 1996
------------------------------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,158,187 $ 964,456
Accounts receivable - trade, net 804,017 593,378
Inventory, net 529,096 327,221
Prepaid expenses and other 19,149 25,850
-----------------------------
Total current assets 2,510,449 1,910,905
EQUIPMENT AND FURNITURE, net 177,027 229,008
-----------------------------
TOTAL ASSETS $ 2,687,476 $ 2,139,913
=============================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable:
ZMD $ 500,618 $ 290,957
Other 270,692 212,279
Accrued Expenses 427,014 349,654
Accrued Wages 221,475 222,136
Accrued Vacation payable 75,530 86,444
Payable to ZMD 130,153 130,153
-----------------------------
Total current liabilities 1,625,482 1,291,623
SHAREHOLDER'S EQUITY:
Preferred stock, $1.00 par value; 2,000,000 shares
authorized, none issued and outstanding -- --
Common stock, $.01 par value; 40,000,000 shares
authorized, 28,626,685 and 28,506,685 shares
issued and outstanding at June 30, 1997 and
December 31, 1996 286,267 285,067
Additional paid-in capital 29,745,873 29,730,728
Accumulated deficit (28,970,146) (29,167,505)
-----------------------------
Total shareholder's equity 1,061,994 848,290
-----------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 2,687,476 $ 2,139,913
=============================
- -----------------------------------------------------------------------------------------------------
OTC ELECTRONIC BULLETIN BOARD REGISTRAR AND TRANSFER AGENT
System Symbol: Continental Stock Transfer and Trust
SRAM 2 Broadway
New York, NY 10004
- -----------------------------------------------------------------------------------------------------
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Statement of Operations
- ---------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
-------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $ 1,536,243 $ 1,158,624 $ 3,301,761 $ 1,969,718
Cost of Sales 834,337 712,707 1,922,568 1,268,519
-----------------------------------------------------
GROSS MARGIN 701,906 445,917 1,379,193 701,199
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE:
Design, research and development 336,932 227,524 666,041 474,875
Administrative 60,145 78,111 143,424 203,535
Marketing 218,798 137,838 403,664 264,204
-----------------------------------------------------
Total selling, general and
administrative expense 615,875 443,473 1,213,129 942,614
INCOME (LOSS) FROM OPERATIONS: 86,031 2,444 166,064 (241,415)
-----------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income, net 14,800 3,124 27,044 6,524
Other income(expense), net (1,252) 6,554 4,251 12,307
-----------------------------------------------------
Total other income 13,548 9,678 31,295 18,831
-----------------------------------------------------
NET INCOME (LOSS) $ 99,579 $ 12,122 $ 197,359 $ (222,584)
=====================================================
NET INCOME (LOSS) PER COMMON
SHARE $ 0.00 $ 0.00 $ 0.01 $ (.01)
=====================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 28,521,740 26,978,311 28,521,740 26,978,311
=====================================================
- ---------------------------------------------------------------------------------------------------------
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
Formfactor
DR. ROBERT KEELEY, DIRECTOR MR. DETLEF GOLLA, DIRECTOR
University of Colorado, Colorado Springs Zentrum Mikroelektronik Dresden GmbH
- ---------------------------------------------------------------------------------------------------------
</TABLE>
HOME PAGE: E-MAIL
http://www.simtek.com [email protected]
-5-
<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
September 3, 1997 By:_______________________________________
RICHARD L. PETRITZ
Chief Executive Officer and Chief
Financial Officer (acting)
-6-
