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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934 (Amendment No. )*
SIMTEK CORPORATION
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(Name of Issuer)
Common Stock $0.01 Par Value
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(Title of Class of Securities)
829204-10-6
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(CUSIP Number)
Anne L. Neeter, Esq.
General Counsel Associates LLP
1891 Landings Drive
Mountain View, California 94043
(650)428-3900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 1995
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
*the remainder of this coverpage shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Check the following box if a fee is being paid with this statement. [_]
Index of Schedules
located on page 8.
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CUSIP NO. 829204-10-6 PAGE 2 OF 12 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zentrum Mikroelektronik Dresden GmbH
No IRS ID number
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Germany
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SOLE VOTING POWER
7
NUMBER OF 8,547,385
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 8,547,385
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,547,385
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 (See instructions)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.8%
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TYPE OF REPORTING PERSON
14
OO (reporting person is a GmbH)
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Page 3 of 12 Pages
Item 1. Security and Issuer.
This Schedule 13D relates to the acquisition of shares of Common Stock
issued by Simtek Corporation ("Simtek"), a Colorado corporation. The principal
executive offices of Simtek are located at 1465 Kelly Johnson Boulevard, Suite
301, Colorado Springs, Colorado 80920.
Item 2. Identity and Background.
This statement is being filed on behalf of Zentrum Mikroelektronik
Dresden GmbH, a limited liability entity organized and existing under the laws
of Germany ("ZMD"). ZMD maintains its principal business address and principal
executive offices at Grenzstrasse 28, 01190 Dresden, Germany. ZMD is a German
limited liability entity (a "Gesellschaft mit beschraenkter Haftung") and its
business is integrated circuit manufacturing and design.
The citizenship, business address and principal occupation of each of
the executive officers and directors of ZMD are set forth on Schedule A attached
hereto and incorporated herein by this reference. ZMD's ultimate ownership is
100% with the Government of Saxony (Freistaat Sachsen) in Germany. The shares
of ZMD are held by two trustees Beteiligungsgesellschaft fuer die Deutsche
Wirtschaft mbH (to ZMD's knowledge owned by Dresdner Bank AG) and Atlas
Vermoegensverwaltungs GmbH (to ZMD's knowledge owned by Commerzbank AG). Their
addresses and other information are set forth on Schedule A. Also the
individuals acting on the behalf of the trustees are set forth on Schedule A.
During the last five years, neither ZMD nor, to the knowledge of ZMD,
any of the persons listed on Schedule A, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither ZMD nor, to the knowledge of ZMD, any of the persons
listed on Schedule A, have been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where the result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
During 1995 and 1996, ZMD made advances to Simtek for purposes of
design and development by Simtek of certain semiconductor products and the
manufacture thereof by ZMD. These advances were made out of working capital of
ZMD. These advances were converted into shares of Common Stock of Simtek as
follows: On February 28, 1995, advances in the aggregate amount of US$750,000
were converted into 1,846,154 shares of Common Stock at a price of US$0.40625
per share, whereupon ZMD owned approximately 10.4% of the issuer's Common Stock
(certificate is dated July 17, 1995). On December 31, 1995, advances in an
aggregate amount of US$907,000 were converted into 5,182,857 shares of Common
Stock at a price of
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Page 4 of 12 Pages
US$0.175 per share (certificate is dated January 24, 1996). During 1996, an
aggregate amount of $248,398 was converted into 1,353,374 shares of Common Stock
at a price per share of US$0.1548 and into 165,000 shares of Common Stock at a
price per share of US$0.2358 (certificate is dated January 28, 1997). The
remainder of the advances remain as a payable to ZMD on the books of Simtek. The
acquisition by ZMD, through the conversions of advances, of an aggregate of
8,547,385 shares of Common Stock of Simtek is herein called the "Transaction".
ZMD's shareholdings have been reflected many times in Simtek's filings with the
SEC.
Item 4. Purpose of the Transaction.
The purpose of the Transaction was and is to provide funds to Simtek
to be used by Simtek for product design and development purposes, which products
are then manufactured and to be manufactured in significant part by ZMD in
Dresden Germany. The parties entered into license and cooperation agreements in
1994 and 1995, pursuant to which ZMD has license and joint ownership rights to
certain technologies and products of Simtek.
The most recent agreement between the parties, the Cooperation
Agreement of September 14, 1995, provides in Section 6 (see text in Item 6 of
this Schedule 13 D) that ZMD's long range intent is to maintain its ownership in
Simtek above 25% of total equity but that it will not exceed 30% without
approval of the Simtek board. By the last conversion of part of the advances in
1996, ZMD reached an ownership level of 29.8% of Simtek's Common Stock based on
most recent numbers. This is ZMD's current ownership level. ZMD has not asked
and currently does not intend to ask the Simtek Board of Directors permission to
exceed the 30%. The remaining balance of ZMD's advances remains as a payable on
Simtek's books.
As part of the agreements between the Simtek and ZMD, ZMD has the
right to nominate two members of the Board of Directors of Simtek. The current
size of the Simtek Board of Directors is 6 directors (including the 2 ZMD
directors). ZMD does not currently intend to increase its representation on the
board to exceed the two directors. ZMD's directors have both officially
resigned in the summer of 1997, but at Simtek's those resignations were
suspended. ZMD reserves the right to nominate up to two directors for the two
board seats granted to ZMD in the agreements between the parties.
Except as described above, ZMD has not formulated any plans or
proposals which relate to or would result in any of the items described in
paragraphs (a) through (j) of this item.
Item 5. Interest in Securities of Simtek.
(a) ZMD owns 8,547,385 shares of Common Stock of Simtek, which is
29.8% of such class based on Simtek's December 19, 1997 filing with the SEC.
(b) ZMD, through its chief executive officers, has the sole power to
direct the vote of the shares of Common Stock and ZMD, through its chief
executive officers acting with
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Page 5 of 12 Pages
approval of the Board of Directors of ZMD, has the sole power to dispose or
direct the disposition of the shares of Common Stock.
(c) No transactions in the Common Stock of Simtek were effected by ZMD
during the past 60 days.
(d) No person other than ZMD would have the right to receive, or the
power to direct the receipt of, dividends from the shares of Common Stock or the
right to receive, or the power to direct the receipt of, the proceeds from the
sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Simtek.
Under the provisions of the Cooperation Agreements of August 26, 1994
and September 14, 1995 between ZMD and Simtek, ZMD may nominate two members of
Simtek's Board of Directors. The August 26, 1994 Agreement and the September
14, 1995 Agreement also provide for ZMD's payment of certain development
advances and ZMD's right to convert advances (amending a previous license
agreement, the Product License Development and Support Agreement of June 1,
1994, which also contained a right to convert advances). The September 14, 1995
Agreement further contains an agreement by ZMD not to exceed 30% in ownership of
Simtek without approval of Simtek's Board of Directors. Simtek agrees in the
Cooperation Agreement of September 14, 1995 that it will consult ZMD for sales
of equity exceeding $500,000 and that Simtek will not raise more than $1,000,000
without the written consent of ZMD.
Item 7. Material to be Filed as Exhibits.
The only applicable Sections of the Cooperation Agreements of August
26, 1994 (Sections 6 and 7) and of September 14, 1995 (Sections 6 and 7) and the
only applicable Section of the Product License Development and Support Agreement
of June 1, 1994 (Section 8.9), which are referenced in Item 6 above are attached
hereto as Exhibit A. The remainder of the applicable agreements deal with
unrelated technology topics.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 9, 1998 Zentrum Mikroelektronik Dresden GmbH
By: /s/ Dr. Nolde
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Name: Dr. Nolde
Title: Chief Executive Officer (Geschaeftsfuehrer)
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Page 6 of 12 Pages
INDEX OF SCHEDULES
Schedule Page
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A 7
Information on controlling
persons of ZMD
Exhibit Page
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A 11
Applicable contract
provisions
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Page 7 of 12 Pages
SCHEDULE A
TO SCHEDULE 13D FILED
BY
ZENTRUM MIKROELEKTRONIK DRESDEN GMBH
The following table sets forth certain information required by Item 2 concerning
each of the directors and executive officers of ZMD and other control persons of
ZMD as of the date hereof:
EXECUTIVE OFFICERS
(a) Name: Dr. Wolfgang Nolde
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: Chief Executive Officer of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Detlef Golla
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: Chief Executive Officer of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship German
BOARD OF DIRECTORS
(a) Name: Heinz W. Hagmeister
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: retired semiconductor executive and Chairman of the
Board of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Martin Humme
(b) Business Address: Commerzbank AG
Breite Strasse 35
40213 Duesseldorf, Germany
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Page 8 of 12 Pages
(c) Principal occupation: Executive Vice President
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Werner Kathemann
(b) Business Address: Dresdener Bank AG
PF 160140
60064 Frankfurt, Germany
(c) Principal occupation: Managing Director
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Hans Bauer
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: retired semiconductor executive
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Uwe Reichelt
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: employee of ZMD and union representative
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Reiner Marschallek
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: employee of ZMD and member of Business Council
(Betriebsrat)
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
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Page 9 of 12 Pages
SHAREHOLDERS
Trustee 1:
Name Beteiligungsgesellschaft fuer die Deutsche
Wirtschaft mbH
State of its organization Germany
Principal Business Trust
Address of Principal Office Gutleuthstrasse 85
60064 Frankfurt, Germany
(d) and (e) See the last paragraph of Item 2
The first trust is owned (to ZMD's knowledge) by:
Name Dresdner Bank AG
State of its organization Germany
Principal Business Banking
Address of Principal Office PF 120517
01008 Dresden, Germany
(d) and (e) See the last paragraph of Item 2
Person acting as trustee of the first trust:
(a) Name: Werner Kathemann
(b) Business Address: Dresdner Bank AG
PF 160140
60064 Frankfurt, Germany
(c) Principal occupation: Managing Director
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
Trustee 2:
Name Atlas Vermoegensverwaltungs GmbH
State of its organization Germany
Principal Business Trust
Address of Principal Office Benrathstrasse 19
40213 Duesseldorf, Germany
(d) and (e) See the last paragraph of Item 2
The second trust is owned (to ZMD's knowledge) by:
Name Commerzbank AG
State of its organization Germany
Principal Business Banking
Address of Principal Office PF 120000
01001 Dresden, Germany
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(d) and (e) See the last paragraph of Item 2
Person acting as trustee of the second trust:
(a) Name: Dr. Schorradt
(b) Business Address: Commerzbank AG
Breite Strasse 35
40213 Duesseldorf, Germany
(c) Principal occupation: Geschaeftfuehrer (CEO)
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
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Page 11 of 12 Pages
EXHIBIT A
TO SCHEDULE 13 D FILED
BY
ZENTRUM MIKROELEKTRONIK DRESDEN GMBH
Applicable Sections of Agreements (which otherwise deal with technology) in
chronological order (oldest one first) are:
A. Section 8.9 of the Product License Development and Support Agreement between
Simtek and ZMD dated June 1, 1994, referenced in Item 6 of this Schedule 13D,
provides as follows:
8.9 OPTION TO CONVERT TO EQUITY. ZMD shall have the right to convert those
development expenses it has funded in Section 8.2 and 8.3, not including
royalties defined in Section 8.4, through December 31, 1995 into equity in the
form of newly issued Simtek Corporation common stock. Said conversion must be
transacted by December 31, 1995 at a price per share determined by taking one
hundred twenty five percent of the average market price of the ten most recent
trading days prior to the date of conversion. In no event may ZMD acquire, by
virtue of converting development payments to equity, more than ten percent of
the outstanding common stock of Simtek Corporation as of the most recent trading
day prior to said conversion.
B. Sections 6 and 7 of the Cooperation Agreement of August 26, 1994, referenced
in Item 6 of this Schedule 13D, provide as follows:
6. OPTION TO CONVERT TO EQUITY (#8.9 OF THE "AGREEMENT"). The conversion
of payments of ZMD to equity is modified to increase the limitation of such
conversion to twenty percent.
7. BOARD MEMBERSHIP. Close cooperation and communication of the two
companies is considered to be essential to reach the common goals. Therefore,
the Parties agree, that one delegate of ZMD, acceptable to the Simtek Board,
will join the Board of Simtek as soon as possible.
C. Section 6 and 7 of the Cooperation Agreement of September 14, 1995,
referenced in Item 6 of this Schedule 13D, provide as follows:
6. OPTION TO CONVERT TO EQUITY (8.9 OF AGREEMENT AND 5 OF COOPERATION
AGREEMENT). ZMD has the right to convert the payment for Simtek's expenses (see
5 above) together with the already transferred amount of US $200,000 into
equity. In the long range, ZMD intends to maintain its ownership in Simtek
above 25% of total equity and will not exceed 30% without approval of the Simtek
board. The conversion will be done in
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Page 12 of 12 Pages
1995 at a price of $0.175 per share and in 1996 on a quarterly bases (sic) at
the average share price of the quarter. Simtek will consult ZMD for sales of
equity exceeding US$500,000. Simtek will not raise more than US$1,000,000
without written consent of ZMD. Simtek will not sell equity at a price less than
ZMD's at this time.
7. BOARD MEMBERSHIP. ZMD has the right to nominate an additional member
to Simtek's Board of Directors, acceptable to and approved by the Simtek Board.
There will be no other change in Simtek's Board of Directors in the Task Force
time period. Mr. Golla will attend the Board meetings during the Task Force
time period as a guest to report Task Force financial matters.
