SIMTEK CORP
8-K, 1998-10-28
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) October 26, 1998





                               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  Registrant   released  the  following  press  release  announcing
financial results for the third quarter of 1998, dated October 26, 1998:

                       SIMTEK ANNOUNCES FINANCIAL RESULTS
                          FOR THE THIRD QUARTER OF 1998

     COLORADO  SPRINGS,  Colorado  - October  26,  1998 --  Simtek  Corporation,
provider  of  the  world's  fastest  re-programmable  nonvolatile  semiconductor
memories,  announced  financial  results  for the third  quarter of 1998  ending
September  30,  1998.  The company  posted a net profit of $17,382 for the third
quarter of 1998, compared with a net profit of $166,079 for the third quarter of
1997.  Revenues were  $1,464,760,  down from  $1,582,536 for the same quarter in
1997, reflecting lower demand for semiconductor memories, primarily in Japan and
other areas of the Far East.

     "We began the year with a strong  forecast for  worldwide  growth,  but the
uncertain   state  of  various   international   markets  has   delayed   volume
manufacturing  of new system  products,  in turn  pushing out  requirements  for
Simtek's nonvolatile memories," stated Douglas Mitchell,  Simtek's president and
CEO. "We have also  experienced  some price  erosion as a result of weak foreign
currencies.  During this type of market cycle it is especially  important for us
to execute well and prepare for the future, so we continue to focus on improving
manufacturing  efficiencies and developing new products.  Meanwhile,  we believe
Simtek has clearly  outperformed  many other  memory IC  suppliers  during these
difficult times for the industry."
<TABLE>
<CAPTION>
FINANCIAL RESULTS

                                                Three Months ended Sep 30                    Nine Months ended Sep 30
                                                1998                  1997                  1998                 1997
                                                ----                  ----                  ----                 ----
<S>                                          <C>                   <C>                   <C>                  <C>
Net Sales                                    $1,464,760            $1,582,536            4,806,039            $4,884,297

Cost of Goods Sold                              843,025               905,393            2,667,625             2,827,961

Gross Margin                                    621,735               677,143            2,138,414             2,056,336

Total selling, general and                      598,906               520,565            1,940,842             1,733,694
administrative expenses

Net Income and Comprehensive Income              17,382               166,079              195,691               363,438

Basic and diluted Earnings per Share               0.00                  0.01                 0.01                  0.01

Dilutive Shares Outstanding                  30,158,405            31,134,065           30,569,049            30,612,018
</TABLE>

     Simtek  Corporation  develops,  produces  and markets  the world's  fastest
re-programmable  nonvolatile  semiconductor  memories.   Information  on  Simtek
products   can  be   obtained   from  its  web  page:   www.simtek.com;   email:
[email protected];  by calling (719) 531-9444; or fax (719) 531-9481.  The company
is headquartered in Colorado Springs,  Colorado,  with  international  sales and
marketing channels. Simtek is listed under the symbol SRAM on the OTC Electronic
Bulletin Board.


                                      -2-
<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


October 26, 1998                             By: /s/Douglas Mitchell
                                                 -------------------------------
                                                  DOUGLAS MITCHELL
                                                  Chief Executive Officer









                                      -3-


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