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) May 20, 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 number, including area code (719) 531-9444
--------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5: Other Information:
1) Simtek Corporation issued the following press release dated May 14, 1997
announcing first quarter 1997 financial results
FOR IMMEDIATE RELEASE
SIMTEK ANNOUNCES FINANCIAL RESULTS
FOR THE FIRST QUARTER OF 1997
COLORADO SPRINGS, Colorado -- May 14, 1997 -- Simtek Corporation announced
financial results for the first quarter of 1997. The Company had a net profit of
$97,780 in the first quarter of 1997 compared to a loss of $234,706 for the same
period in 1996. The first quarter results continue the dramatic financial
improvement experienced over the last three years as the company has progressed
to volume sales.
Simtek achieved net product sales of $1,765,518 for the first quarter of
1997, a growth of 118% as compared to the same period in 1996. These results
represent the 6th consecutive quarter with improved sales over the previous
quarter. The company attributes the sales growth to increased product supply and
an increase in the demand for Simtek's nonvolatile memory products. Sales
remained strong in markets such as telecommunications, industrial control,
military and office automation as new customer designs advanced to their
production stages. Additional customer design activity is also occurring in new
products that Simtek is bringing to production.
Simtek has just announced a new family of nvSRAM products that will
directly replace industry standard battery-backed SRAM products. While similar
devices with proprietary pin- outs have previously been available from Simtek,
these new devices require no system hardware or software changes. This product
family creates new opportunities for company growth as Simtek enters an existing
market segment previously supported only by battery-backed SRAM.
-2-
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL RESULTS:
For the quarters ended March 31,
--------------------------------
1997 1996
---- ----
<S> <C> <C>
NET SALES $ 1,765,518 $ 811,094
COST OF SALES 1,088,231 555,812
GROSS MARGIN 677,287 255,282
TOTAL SELLING, GENERAL 597,254 499,140
AND ADMINISTRATIVE EXPENSES
INCOME (LOSS) FROM OPERATIONS 80,033 (243,858)
NET INCOME (LOSS) $ 97,780 $ (234,706)
NET INCOME (LOSS) PER COMMON SHARE $ 0.00 $ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES 28,506,685 26,978,311
OUTSTANDING
</TABLE>
###
Simtek Corporation develops, produces and markets high performance nonvolatile
memories. They combine the speed and ease of use of SRAM's with a small, cost
effective, reliable package that retains data without power or the use of
batteries. 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.
Dr. Richard Petritz For Product information:
President and Chief Executive Officer
Simtek Corporation contact info@simtek .com
1465 Kelly Johnson Boulevard or see our Web page
Colorado Springs, CO 80920 USA at http://www.simtek.com
(719) 531-9444 FAX (719) 531-9481
Editor's Note: Please send inquiries to: Communications Department, Simtek
Corporation , 1465 Kelly Johnson Boulevard, Colorado Springs, CO 80920 USA (719)
531-9444, FAX (719) 531-9481.
-3-
<PAGE>
2) The following sets forth Simtek's Corporation's 1996 Annual Report to
Shareholders which was mailed to shareholders on or about May 20, 1997:
[LOGO/GRAPHIC OMITTED]
1996 ANNUAL
REPORT
- --------------------------------------------------------------------------------
To Our Shareholders:
This report covers the year ended December 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-KSB and Quarterly Reports on Form 10-QSB.
During 1996, the Company focused on the objectives of the 1996 business plan
which was approved by the Simtek Board of Directors in March 1996. Some of the
highlights of the plan were, 1) sales revenue of $6,000,000; 2) achieve positive
gross margins with a cost reduction on the 64 kilobit 1.2 micron product and the
introduction of the 64 kilobit 0.8 micron product; 3) work with ZMD to bring the
64 kilobit nvSRAM 0.8 micron product to qualification and then production; 4)
work with ZMD to complete a new design of the 256 kilobit nvSRAM in 0.8 micron
technology and to install it in the ZMD fab; 5) with overall improved cost
controls, generate a profit in the third and fourth quarter of 1996; and 6) find
a source of additional funding to support the production and marketing of the
256 kilobit nvSRAM product. Described below is how the Company performed against
its goals:
Simtek's net product sales for 1996 totaled $5,196,653 compared to $2,038,749
for 1995. Yield improvement and cost reductions achieved in the back end test
flow enabled the Company to reduce the finished unit cost of its 1.2 micron
product. In June 1996, the Company began shipping its first 64 kilobit nvSRAM
units based 0.8 micron technology that it purchased from ZMD. These two items
allowed the Company to realize a positive gross margin of $2,123,042 in 1996
compared to a negative gross margin of $154,046 in 1995.
Work began on the installation of the 256 kilobit nvSRAM product and process
into ZMD's wafer fab, but was delayed while working on yield improvement of the
64 kilobit 0.8 micron product. The Company and ZMD resumed work on the 256
kilobit nvSRAM product in late 1996.
Controlled spending in 1996 throughout the Company helped reduce the selling,
general and administrative expenses by 17% as compared to 1995. This control
along with the reduction in material costs resulted in a net income, based
solely on product sales, in the second quarter of 1996 and continued throughout
the balance of 1996. The Company had a net income of $144,516 for the year ended
-4-
<PAGE>
- --------------------------------------------------------------------------------
December 31, 1996 as compared to a net loss of $1,931,008 for the year ended
December 31, 1995.
Due to the improved gross margins, the generation of net income and ZMD funding
a portion of the costs associated with the 256 kilobit development, the Company
was not required to find an additional source of financing in 1996.
The Company's ability to maintain profitability will depend primarily on its
ability to continue reducing its manufacturing costs and increase net product
sales by increasing the availability of existing products and by the
introduction of new products.
In 1996, the Company received $378,551 under the agreement it entered into with
ZMD in September 1995. Of this amount, $248,398 was converted into 1,518,374
shares of Common Stock. The balance of $130,153 remains as a payable to ZMD on
the balance sheet as of December 31, 1996. ZMD currently owns approximately 30%
of the Company's Common Stock and may not exceed 30% without the approval of
Simtek's Board of Directors.
The Company believes that with the cooperation of ZMD it will expedite the
introduction and production of its 256 kilobit nvSRAM products based upon 0.8
micron technology. The two companies are currently deciding which nvSRAM
products to develop next.
The Company may require additional capital in 1997 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 year ended December 31, 1996
with the year ended December 31, 1995 and the Balance Sheet as of the year ended
December 31, 1996.
In closing, we are pleased with the progress that Simtek has continued to make
during 1996 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
-5-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Balance Sheet
- -------------------------------------------------------------------------------------------------------------------
DECEMBER 31,
ASSETS 1996
------ ---------------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 964,456
Accounts receivable - trade, net of allowance for doubtful accounts and
return allowances of $63,092 593,378
Inventory 327,221
Prepaid expenses and other 25,850
---------------
Total current assets 1,910,905
EQUIPMENT AND FURNITURE, net 229,008
---------------
TOTAL ASSETS $ 2,139,913
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable:
ZMD $ 290,957
Other 212,279
Accrued Expenses 349,654
Accrued Wages 222,136
Accrued Vacation payable 86,444
Payable to ZMD 130,153
---------------
Total current liabilities 1,291,623
---------------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)
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,
28,506,685 shares issued and outstanding 285,067
Additional paid-in capital 29,730,728
Accumulated deficit (29,167,505)
---------------
Total shareholder's equity 848,290
---------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 2,139,913
===============
</TABLE>
- --------------------------------------------------------------------------------
OTC Electronic Bulletin Board Registrar and Transfer Agent
System Symbol: Continental Stock Transfer and Trust
SRAM 2 Broadway
New York, NY 10004
-6-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Statement of Operations
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED
DECEMBER 31,
1996 1995
------------------------------
<S> <C> <C>
NET SALES $ 5,196,653 $ 2,038,749
Cost of Sales 3,073,611 2,192,795
------------- -------------
GROSS MARGIN 2,123,042 (154,046)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE:
Research and development costs 994,444 1,335,123
Sales and Marketing 567,049 516,679
Administrative 439,429 556,500
------------- -------------
Total selling, general and administrative expense 2,000,922 2,408,302
INCOME (LOSS) FROM OPERATIONS: 122,120 (2,562,348)
------------- --------------
OTHER INCOME (EXPENSE):
Royalty income - 600,000
Interest income, net 16,745 24,283
Other income 5,651 7,057
------------- -------------
Total other income 22,396 631,340
------------- -------------
NET INCOME (LOSS) $ 144,516 $ (1,931,008)
============= ==============
NET INCOME (LOSS) PER COMMON SHARE $ .01 $ (.09)
============== =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 27,103,059 21,497,035
============= =============
- --------------------------------------------------------------------------------
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 InterConnect Technology Sdn Bhd
Dr. Robert Keeley, Director Mr. Detlef Golla, Director
University of Colorado, Colorado Springs Zentrum Mikroelektronik Dresden GmbH
- --------------------------------------------------------------------------------
Home Page: E-Mail
http://www.simtek.com [email protected]
-7-
<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
May 20, 1997 By:____________________________________________
RICHARD L. PETRITZ
Chief Execuitve Officer and Chief
Financial Officer (acting)
-8-
</TABLE>
