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) April 14, 1999
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 1998 Annual Report to Shareholders, dated March 29, 1999,
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]
1998
ANNUAL
REPORT
[END OF OUTSIDE COVER]
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To Our Shareholders:
This report covers the year ended December 31, 1998. 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.
Simtek's net product sales for 1998 totaled $6,180,550 compared to $6,632,186
for 1997. The decrease in net product sales for the year ended December 31, 1998
was due primarily to the impact that the struggling Far East economy had on
product demand along with reduced systems demand and excess manufacturing
capacity. During 1998, sales of the Company's 1.2 micron 64 kilobit and 0.8
micron 256 kilobit nvSRAM military products accounted for approximately 39% of
the Company's sales, while sales of the commercial 256 kilobit and 64 kilobit
nvSRAM product based on 0.8 micron technology accounted for approximately 56%.
Sales of the Company's 4 kilobit and 16 kilobit nvSRAM products accounted for
the balance of the sales in 1998.
The Company had net income of $162,781 for the year ended December 31, 1998
compared to $788,618 for the year ended December 31, 1997. The Company realized
a positive gross margin of $2,702,689 in 1998 compared to $2,955,754 in 1997 for
percentages of 44% and 45%, respectively.
Operating expenses were approximately $446,000 greater for the year ended
December 31, 1998 than for the year ended December 31, 1997. Of this increase,
approximately $201,000 related to research and development, which was due to the
costs associated with yield improvement on the Company's 64 kilobit and 256
kilobit 0.8 micron technology built at Chartered Semiconductor Manufacturing
plc. of Singapore's wafer fab. The approximate $128,000 increase in sales and
marketing was attributed to an increase in advertising, travel, and sales
commissions. The approximate $117,000 increase in administration was due
primarily to increased payroll and benefit costs and an accrual for an estimated
settlement regarding possible patent infringement.
During 1998, the Company qualified its 256 kilobit product for use in the
military market and introduced its 1 megabit module. Simtek also began
March 29, 1999
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development of a Real Time Clock technology that combines its nvSRAM with a
miniature capacitor-powered oscillator/counter. This product was announced in
early 1999.
In June 1998, the Company closed a $1,500,000 financing transaction to fund
production and marketing of its current nvSRAM products and the development of
other new products. Details of this transaction can be found in the Company's
1998 10-KSB.
In August 1998, Dr. Richard L. Petritz, founder of the Company and its Chairman
of the Board retired. Prior to Dr. Petritz's retirement, Mr. Harold Blomquist,
an executive with American Microsystems, was appointed to the Simtek board of
directors. Subsequent to Dr. Petritz's retirement, Mr. John Heightley, executive
vice president and chief technology officer for United Memories was appointed to
the Simtek board of directors. The addition of these two individuals brings the
Company many years of invaluable expertise, especially in the areas of sales and
marketing and technical semiconductor knowledge.
Even though demand for many semiconductor products was depressed during 1998,
Simtek continued to make progress with customers developing new systems using
our nonvolatile static RAM's. This, together with ongoing improvements in
product costs and internal operations, provides a bright future for Simtek's
growth.
The following Statements of Operations compare the year ended December 31, 1998
with year ended December 31, 1997. The Balance Sheet is shown as of December 31,
1998.
We at Simtek appreciate your continued support.
Sincerely,
DOUGLAS MITCHELL
President and CEO
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<TABLE>
<CAPTION>
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Balance Sheet
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DECEMBER 31,
1998
ASSETS
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<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,149,820
Restricted certificate of deposit 100,000
Accounts receivable - trade, net of allowance for
doubtful accounts and return allowances of $42,838 744,754
Inventory 915,905
Prepaid expenses and other 47,703
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Total current assets 3,958,182
EQUIPMENT AND FURNITURE, net 221,119
OTHER ASSESTS 60,616
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TOTAL ASSETS $ 4,239,917
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LIABILITIES AND SHAREHOLDER'S EQUITY
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CURRENT LIABILITIES:
Accounts payable $ 251,015
Accrued Expenses 232,837
Accrued Wages 222,948
Accrued Vacation payable 70,743
Payable to ZMD 130,153
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Total current Liabilities 907,696
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CONVERTIBLE DEBENTURES 1,500,000
COMMITMENTS AND CONTIGENCIES
SHAREHOLDER'S EQUITY:
Preferred stock, $1.00 par value; 2,000,000 shares
authorized, none issued -
Common stock, $.01 par value; 80,000,000 shares
authorized, 28,745,226 shares issued and outstanding 287,452
Additional paid-in capital 29,760,875
Accumulated deficit (28,216,106)
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Total shareholder's equity 1,832,221
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 4,239,917
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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
</TABLE>
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<TABLE>
<CAPTION>
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Statement of Operations and Comprehensive Income
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FOR THE YEARS ENDED
DECEMBER 31,
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1998 1997
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<S> <C> <C>
NET SALES $ 6,180,550 $ 6,632,186
Cost of Sales 3,477,861 3,676,432
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GROSS MARGIN 2,702,689 2,955,754
OPERATING EXPENSES:
Research and development costs 1,380,649 1,180,100
Sales and marketing 803,868 675,361
General and administrative 486,718 369,718
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Total operating expenses 2,671,235 2,225,179
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INCOME FROM OPERATIONS: 31,454 730,575
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OTHER INCOME (EXPENSE)
Interest income 78,587 55,610
Other income 128,906 5,668
Interest expense (76,166) (3,235)
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Total other income 131,327 58,043
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NET INCOME AND COMPREHENSIVE INCOME $ 162,781 $ 788,618
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NET INCOME PER COMMON SHARE:
Basic $ 0.01 $ 0.03
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Diluted $ 0.01 $ 0.03
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WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic 28,727,276 28,598,514
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Diluted 30,250,334 30,854,897
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Directors and Officers
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Mr. Douglas Mitchell Mr. Harold Blomquist, Director
CEO, Director
Dr. Klaus Wiemer, Director Mr. Robert Keeley, Director
Mr. John Heightley, 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
April 14, 1999 By: /s/Douglas Mitchell
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DOUGLAS MITCHELL
Chief Executive Officer
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