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) December 15, 1999
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 has mailed the following Third Quarter 1999 Interim
Report, dated November 10, 1999, to its shareholders:
Simtek Corporation
1465 Kelly Johnson Blvd. #301
Colorado Springs, CO 80920
[GRAPHIC OMITTED]
THIRD
QUARTER 1999
INTERIM REPORT
- --------------------------------------------------------------------------------
To Our Shareholders: November 10, 1999
This report covers the quarter ended September 30, 1999. 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 Corporation ("Simtek" or the "Company") recorded net product sales of
$1,633,348 for the third quarter of 1999 and $4,939,654 for the nine months
ended September 30, 1999 up from the $1,464,760 recorded for the third quarter
1998 and the $4,806,039 for the nine months ended September 30, 1998. The
product sales were from the Company's 4 kilobit, 16 kilobit, 64 kilobit and 256
kilobit nvSRAM product families. The increase in net sales for the three and
nine months ended September 30, 1999 were primarily from sales of the Company's
nvSRAM products in the Far East returning to their historic levels with the
Company.
The Company saw a decrease of approximately 11% and 8% in gross margins, as a
percent of sales, for the three months and nine months ended September 30, 1999,
respectively, as compared to the same periods in 1998. The decrease in gross
margin was due primarily to a decrease in average selling prices associated with
large production volume orders and a decrease in product sales from the high end
industrial and military products in the three months ended September 30, 1999.
During the third quarter, the Company expected short-term demand for high-margin
military products to be down due to cyclical government contract requirements.
The Company planned to more than compensate for this with increased commercial
shipments. Even though customer demand was strong, the Company experienced a
delay in manufacturing a significant number of parts through its subcontractors,
resulting in lower revenues than had been forecast. Management believes these
production issues have been resolved and will allow the Company to catch up with
growing customer demand in the fourth quarter.
Total operating expenses experienced an approximate $9,000 increase in the three
months ended September 30, 1999 as compared to the three months ended September
30, 1998. This increase was due primarily to a headcount increase in sales and
marketing. The nine months ended September 30, 1999 saw a decrease in operating
2
<PAGE>
expenses of approximately $65,000 as compared to the same period in 1998.
Research and development saw the largest decrease of approximately $80,000. This
decrease was primarily due to the Company incurring additional costs associated
with the installation of its 64 kilobit and 256 kilobit products based on 0.8
micron technology into Chartered in 1998. The Company did not have these costs
in 1999. Administration showed a decrease of approximately $33,000, which was
primarily due to a decrease in headcount. Sales and Marketing saw an increase of
approximately $48,000. This increase was primarily due to increased headcount.
The Company recorded a net loss of $105,577 and $146,543 for the three and nine
months ended September 30, 1999, respectively, as compared to a net income of
$17,383 and $195,692 for the same periods in 1998. The decrease in net income
was primarily due to decreased gross margins.
The Company's ability to return to profitability will depend primarily on its
ability to improve gross margins by reducing manufacturing costs and increasing
net product sales by improving the availability of existing products and by the
introduction of new products. In the third quarter 1999, the Company continued
to ship production orders of all its nvSRAM product families along with shipping
smaller quantities to customers interested in designing this product into its
applications.
The following Statements of Operations compare the three months and nine months
ended September 30, 1999 with the three months and nine months ended September
30, 1998. The Balance Sheet is shown as of September 30, 1999 and December 31,
1998.
We at Simtek appreciate your continued support.
Sincerely,
/s/ Douglas Mitchell
DOUGLAS MITCHELL
President and CEO
3
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Balance Sheet
- -----------------------------------------------------------------------------------------
September 30, December 31,
1999 1998
------------- ------------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,902,914 $ 2,149,820
Certificate of deposit, restricted portion 400,000 100,000
Certificate of deposit, unrestricted portion 7,868 -
Accounts receivable - trade, net 1,079,071 744,754
Inventory, net 816,955 915,905
Prepaid expenses and other 38,014 47,703
-----------------------------------
Total current assets 4,244,822 3,958,182
EQUIPMENT AND FURNITURE, net 457,487 221,119
OTHER ASSETS 52,223 60,616
-----------------------------------
TOTAL ASSETS $ 4,754,532 $ 4,239,917
===================================
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable: $ 579,872 $ 251,015
Capital lease obligation - current portion 51,115 -
Accrued expenses 265,453 232,837
Accrued wages 221,475 222,948
Accrued vacation payable 83,143 70,743
Payable to ZMD 130,153 130,153
-----------------------------------
Total current Liabilities 1,331,211 907,696
CAPITAL LEASE OBLIGATION, NET OF CURRENT PORTION 203,377 -
CONVERTIBLE DEBENTURES 1,500,000 1,500,000
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, 28,955,226 and 28,745,226 shares
issued and outstanding at September 30, 1999
and December 31, 1998, respectively 289,552 287,452
Additional paid-in capital 29,793,041 29,760,875
Accumulated deficit (28,362,649) (28,216,106)
-----------------------------------
Shareholder's equity 1,719,944 1,832,221
-----------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 4,754,532 $ 4,239,917
===================================
- -----------------------------------------------------------------------------------------
OTC Electronic Bulletin Board Registrar and Transfer Agent
System Symbol: Continental Stock Transfer and Trust
SRAM 2 Broadway
New York, NY 10004
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Statement of Income
- -----------------------------------------------------------------------------------------------
Three Months Ended Sept 30, Nine Months Ended Sept 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 1,633,348 $ 1,464,760 $ 4,939,654 $ 4,806,039
Cost of sales 1,121,868 843,025 3,155,963 2,667,625
----------------------------------------------------------
GROSS MARGIN 511,480 621,735 1,783,691 2,138,414
OPERATING EXPENSES:
Design, research and development 288,820 284,871 920,550 1,000,755
Administrative 86,236 104,923 296,186 329,328
Marketing 233,020 209,112 659,145 610,759
----------------------------------------------------------
Total operating expenses 608,076 598,906 1,875,881 1,940,842
INCOME (LOSS) FROM OPERATIONS: (96,596) 22,829 (92,190) 197,572
----------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest income (expense), net (9,537) (10,977) (30,057) 7,791
Other income (expense), net 556 9,296 (24,296) 4,454
----------------------------------------------------------
Total other income (expense) (8,981) (1,681) (54,353) 12,245
----------------------------------------------------------
NET INCOME (LOSS) BEFORE TAXES (105,577) 21,148 (146,543) 209,817
Provision for income taxes - 3,765 - 14,125
----------------------------------------------------------
NET INCOME (LOSS) $ (105,577) $ 17,383 $ (146,543) $ 195,692
==========================================================
BASIC AND DILUTED EPS $ 0.00 $ 0.00 $ 0.00 $ 0.01
==========================================================
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING 28,955,226 28,721,138 28,913,431 28,721,138
EFFECTIVE OF DILUTIVE OPTIONS - 1,437,267 - 1,847,911
----------------------------------------------------------
DILUTIVE SHARE OUTSTANDING 28,955,226 30,158,405 29,913,431 30,569,049
==========================================================
- --------------------------------------------------------------------------------------------------
Directors and Officers
- --------------------------------------------------------------------------------------------------
Mr.Douglas Mitchell Mr. Harold Blomquist, Director
CEO, Director
Dr. Klaus Wiemer, Director Dr. Robert Keeley, Director
Mr. John Heightley, Director
- --------------------------------------------------------------------------------------------------
Home Page: E-Mail
http://www.simtek.com [email protected]
</TABLE>
5
<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
December 15, 1999 By: /s/Douglas Mitchell
-----------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer
(Acting)
6
