SIMTEK CORP
8-K, 1997-01-28
SEMICONDUCTORS & RELATED DEVICES
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                       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) January 23, 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





<PAGE>


Item 5: Other Information:

         1) Press Release announcing 1996 preliminary results as follows:

                              FOR IMMEDIATE RELEASE


                     SIMTEK ANNOUNCES PROFITABILITY FOR 1996
                       PRELIMINARY 1996 FINANCIAL RESULTS

     COLORADO  SPRINGS,  Colorado  --  January  23,  1997 -- Simtek  Corporation
announced preliminary unaudited financial results for the fourth quarter of 1996
and for the year ended  1996.  The  Company  had a net profit of $316,662 in the
fourth  quarter of 1996  compared to a loss of  $312,616  for the same period in
1995.  Profitable results in the second, third and fourth quarters have led to a
profit of $144,515 for the calendar  year 1996  compared to a loss of $1,931,008
for  1995.  The  1996  results  continue  the  dramatic  financial   improvement
experienced  over the last three years as the company has  progressed  to volume
sales.

     Simtek  shows net product  sales of  $1,676,935  for the fourth  quarter of
1996, a growth of 127% as compared to the same period in 1995. The product sales
of $5,196,653 for the year ended 1996 is a growth of 155% over 1995 sales. These
results  represent  the 5th  consecutive  quarter with  improved  sales over the
previous quarter.

     The  company  attributes  sales  growth  during 1996 to  increased  product
yields, the addition of a new manufacturing source 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 in the process of
bringing to production.  The increase in product yield and the  introduction  of
0.8 micron  products  resulted in a lower cost of goods,  which in turn led to a
positive  gross  margin  greater  than  40% for the  year.  Due to  better  cost
controls, the Company also decreased operating expenses by approximately 17% for
1996 compared to 1995.  Simtek  expects that final audited  results for the year
ended 1996 will be completed and released in March 1997.

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL RESULTS:


                                        Three Months Ended                     Year Ended

                                  12/31/96           12/31/95          12/31/96           12/31/95
                              -------------      -------------      --------------     --------------
<S>                           <C>                <C>                <C>                <C>
Product Sales, Net            $   1,676,935      $     737,316      $    5,196,653     $    2,038,749
Commission Income                       351                  0               8,907                301
Total Revenue                     1,677,286            737,316           5,205,560          2,039,050
Cost of Goods                       869,202            555,863           3,073,611          2,192,795
Gross Margin                        807,733            181,453           2,123,042          (154,046)
Gross Margin %                       48.17%             24.61%              40.85%            (7.56%)
Operating Expense                   489,936            497,978           2,000,923          2,408,302
Royalty Income                            0                  0                   0            600,000
Net Income (Loss)                   316,662          (312,616)             144,515        (1,931,008)
Earnings (Loss) per                    0.01             (0.01)                0.01             (0.09)
Share
Weighted Average
Number of Shares
Outstanding                      27,103,059         21,497,035          27,103,059         21,497,035

</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 inde pendent  representatives  and
distributors.  Simtek is  listed  under the  symbol  SRAM on the OTC  Electronic
Bulletin Board.
                                       ###


For more information contact:                     For product information:

Dr. Richard Petritz                               contact [email protected]
President and Chief Executive Officer             or see our Web page at
Simtek Corporation                                http://www.simtek.com
1465 Kelly Johnson Boulevard
Colorado Springs,  CO  80920 USA
(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, (800) 637-1667; FAX (719) 531-9481.

<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




January 23, 1997                          By:  \s\Richard L. Petritz
                                             ----------------------
                                             RICHARD L. PETRITZ
                                             Chief Execuitve Officer and Chief
                                             Financial Officer (acting)


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