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 18, 1998
SIMTEK CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-19027 84-1057605
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1465 Kelly Johnson Boulevard
Colorado Springs, Colorado 80920
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (719) 531-9444
Not applicable
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Former name or former address, if changed since last report
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Item 5: Other Information:
(1) The following 1997 Annual Report to Shareholders, dated April 29, 1998,
has been mailed by the Registrant to its Shareholders:
[OUTSIDE COVER OF REPORT]
Simtek Corporation
1465 Kelly Johnson Blvd. #301
Colorado Springs, CO 80920
[SIMTEK'S LOGO - GRAPHIC OMITTED]
1997
ANNUAL
REPORT
[END OF OUTSIDE COVER]
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To Our Shareholders:
This report covers the year ended December 31, 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.
During 1997, the Company focused on the objectives of the 1997 business plan
which were aimed at making Simtek's operation more efficient. Highlights of the
plan include: 1) sales revenue of $8,000,000; 2) maintain positive gross
margins; 3) assist ZMD with the qualification of the 256 kilobit and 16 kilobit
nvSRAM products based on 0.8 micron technology produced from their fab; 4)
install and qualify the 256 kilobit nvSRAM based on 0.8 micron technology in
Chartered Semiconductor Manaufacturing's ("Chartered") wafer fab; 5) extend the
agreement with Chartered that was scheduled to expire in September 1997; 6)
monitor selling, general and administrative expenses in order to maintain
profitability; 7) 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:
Total product sales for 1997 were $6,632,186 which was less than the Company
anticipated. However, the net income of $788,618 substantially exceeded plan.
The shortage in product sales was primarily due to the qualification of the 256
kilobit product being delayed from 1996. However, the Company believes that it
will begin seeing volume production orders of the 256 kilobit product in 1998.
Sales of the Company's 16 kilobit product in 1997 remained at approximately the
same level as 1996. Sales of the Company's 64 kilobit product in 1997 increased
over 1996; this increase was due to volume production orders being placed by
customers. The increase in volume production orders allowed the Company to see
an increase of approximately 50% in units purchased during 1997 as compared to
1996, however, the increase caused a slight decrease in average selling prices
over the previous year. The Company realized a revenue increase of approximately
8% in its 64 kilobit military product based on 1.2 micron product technology as
compared to 1996.
The Company was able to improve its gross margins through 1997 because of
maintaining the yields on the 1.2 micron product technology that is used to
support high margin industrial and military products and with the continued use
of the 64 kilobit product based on 0.8 micron technology for its commercial
sales. The Company had gross margins of $2,955,754 during 1997.
The Company, along with ZMD achieved the qualification of the 256 kilobit
product for commercial and industrial use in the second quarter 1997. The
qualification of the 16 kilobit product for commercial and industrial use was
completed in the fourth quarter 1997.
April 29, 1998
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In the first quarter 1997, the Company began the installation of the 256 kilobit
product based on 0.8 micron technology into Chartered's wafer fab. Qualification
of the 256 kilobit product based on 0.8 micron technology received from
Chartered for use in commercial and industrial applications was completed in the
fourth quarter of 1997. The Company is currently in the process of qualifying
this product for military use. It is anticipated that this qualification will be
complete in the second quarter of 1998. In September 1997, Chartered extended
the agreement with Simtek until September 1998.
In the fourth quarter of 1997, the Company engaged Lucent Technologies to
perform final test of its 256 kilobit product received from Chartered. The
installation of the test programs and the purchase of the capital equipment has
been completed and the Company is in the final test correlation process with
Lucent.
Selling, general and administrative expenses for the year ended December 31,
1997 increased by approximately $225,000 from the year ended December 31, 1996;
however, as a percentage of net sales these expenses were 34% in 1997 and 39% in
1996.
The increase in net sales and gross margins, along with controlled spending in
other areas resulted in the Company realizing a net income of $788,618.
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 year ended December 31, 1997
with year ended December 31, 1996. The Balance Sheet is shown as of December 31,
1997.
In closing, we are pleased with the progress that Simtek has continued to make
during 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 CFO
/s/ Douglas Mitchell
DOUGLAS MITCHELL
President and CEO
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<TABLE>
<CAPTION>
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Balance Sheet
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DECEMBER 31,
1997
ASSETS
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<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,475,599
Accounts receivable - trade, net allowance for doubtful accounts
And return allowances of $64,378 921,798
Inventory, net 641,264
Prepaid expenses and other 17,960
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Total current assets 3,056,621
EQUIPMENT AND FURNITURE, net 177,821
TOTAL ASSETS $ 3,234,442
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
Accounts payable:
ZMD $ 716,716
Other 173,325
Accrued Expenses 269,592
Accrued Wages 222,022
Accrued Vacation payable 62,401
Advances from ZMD 130,153
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Total current liabilities 1,574,209
SHAREHOLDER'S EQUITY:
Preferred stock, $1.00 par value; 2,000,000 shares authorized,
none issued and outstanding -
Common stock, $.01 par value; 80,000,000 shares authorized,
28,679,185 shares issued and outstanding 286,792
Additional paid-in capital 29,752,328
Accumulated deficit (28,378,887)
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Total shareholder's equity 1,660,233
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 3,234,442
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OTC Electronic Bulletin Board Registrar and Transfer Agent
System Symbol: Continental Stock Transfer and Trust
SRAM 2 Broadway
New York, NY 10004
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</TABLE>
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<TABLE>
<CAPTION>
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Statement of Income
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FOR THE YEARS ENDED
DECEMBER 31,
1997 1996
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<S> <C> <C>
NET SALES $ 6,632,186 $ 5,196,653
Cost of Sales 3,676,432 3,073,611
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GROSS MARGIN 2,955,754 2,123,042
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE:
Design, research and development 1,180,100 994,444
Administrative 369,718 439,429
Sales and Marketing 675,361 567,049
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Total selling, general and administrative expense
2,225,179 2,000,922
INCOME (LOSS) FROM OPERATIONS: 730,575 122,120
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OTHER INCOME (EXPENSE):
Interest income, net 52,375 16,745
Other income(expense), net 5,668 5,651
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Total other income 58,043 22,396
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NET INCOME $ 788,618 $ 144,516
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BASIC AND DILUTED EPS $ .03 $ .01
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Directors and Officers
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Dr. Richard L. Petritz Mr. Harold Blomquist, Director
Chairman of the Board & CFO American Microsystems, Inc.
Douglas Mitchell Dr. Robert Keeley, Director
CEO, Director University of Colorado, Colorado Springs
Dr. Klaus Wiemer, Director
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Home Page: E-Mail
http://www.simtek.com [email protected]
</TABLE>
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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
May 18, 1998 By: /s/Douglas Mitchell
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DOUGLAS MITCHELL
Chief Executive Officer
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