Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
SIMTEK CORPORATION
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6 (i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------
(3) Filing Party:
--------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------
<PAGE>
SIMTEK CORPORATION
1465 Kelly Johnson Boulevard, Suite 301
Colorado Springs, Colorado 80920
(719) 531-9444
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 16, 2000
-----------------
September 20, 2000
To the Shareholders of Simtek Corporation:
The special meeting of shareholders (the "Special Meeting") of Simtek
Corporation (the "Company) will be held at 2:00 p.m. on Thursday, November 16,
2000, at the Hilton Garden Inn, 1810 Briargate Parkway, Colorado Springs,
Colorado, for the following purposes:
1. To ratify the selection of Hein + Associates LLP, independent
auditors, as auditors of the Company for the year ending December 31,
2000; and
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on September 20, 2000
will be entitled to vote at the Special Meeting.
YOU ARE INVITED TO ATTEND THE SPECIAL MEETING, BUT WHETHER OR NOT YOU PLAN
TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
/s/ Robert Kelsay
Robert Keeley
Secretary
<PAGE>
SIMTEK CORPORATION
1465 Kelly Johnson Boulevard, Suite 301
Colorado Springs, Colorado 80920
(719) 531-9444
---------------
PROXY STATEMENT
---------------
The accompanying proxy is being solicited by the board of directors (the
"Board") of Simtek Corporation (the "Company") for use at the Company's special
meeting of shareholders (the "Special Meeting"). The Special Meeting will be
held at 2:00 p.m. Thursday, November 16, 2000, at the Hilton Garden Inn, 1810
Briargate Parkway, Colorado Springs, Colorado. Any person giving a proxy has the
right to revoke the proxy at any time before it is voted by giving written
notice to the Secretary of the Company. The expense of this proxy solicitation
will be paid by the Company. This proxy statement and accompanying form of proxy
are first being mailed to shareholders on or about September 20, 2000. In
addition to solicitation by mail, employees or representatives of the Company
may personally solicit proxies. Such persons will receive no additional
compensation for such work.
At the close of business on August 31, 2000, the Company had 44,508,497
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), outstanding and entitled to vote. Only shareholders of record at the
close of business on September 20, 2000 will be entitled to vote. The holders of
shares of Common Stock are entitled to one vote per share on each matter that
properly comes before the Special Meeting. The affirmative vote of a majority of
the shares of Common Stock represented in person or by proxy at the Special
Meeting will be required to approve a proposal. Abstentions and broker nonvotes
will be treated in accordance with the applicable provisions of the Colorado
Corporation Code and the Company's articles of incorporation and bylaws.
Unless otherwise specified, the shares of Common Stock represented by the
accompanying form of proxy, properly executed and returned, will be voted FOR
the proposals as described below. As to any other matters that may properly come
before the Special Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their best judgment. Votes will be
tabulated by Continental Stock Transfer & Trust Company, the Company's transfer
agent for the Common Stock.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting is
necessary to constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding ownership of our
common stock as of August 31, 2000, by each person who is known by us to
beneficially own more than five percent of our common stock, by each director,
by each executive officer named in the summary compensation table included in
our Annual Report on Form 10-KSB and by all directors and executive officers as
a group. Shares issuable within sixty days upon the exercise of options are
deemed outstanding for the purpose of computing the percentage ownership of
persons beneficially owning such options or holding such notes but are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person. To the best of our knowledge, the persons listed below have sole
voting and investment power with respect to the shares indicated as owned by
them subject to community property laws where applicable and the information
contained in the notes to the table.
<PAGE>
Number of Percentage
Name and Address of Beneficial Owner Shares Owned of Class
------------------------------------ ------------ ----------
Zentrum Mikroelektronik Dresden GmbH 3,697,385 8.31%
Grenzstra e 28
01109 Dresden, Germany
Hugh Norman Chapman 3,000,000 6.74%
4785 Rustler Ct.
Colorado Springs, CO 80918
Douglas M. Mitchell 508,611(1) 1.13%
205 Ridge Dr.
Woodland Park, CO 80863
Klaus C. Wiemer 130,000(2) *
5705 Archer Court
Dallas, TX 75252
Robert H. Keeley 115,000(3) *
12630 Milan Road
Colorado Springs, CO 80908
John D. Heightley 40,000(4) *
1275 Log Hollow Point
Colorado Springs, CO 80906
Harold Blomquist 15,000(5) *
1630 Huntington Dr.
Pocatello, ID 83204
All officers and directors as a group 798,611(6) 1.78%
(5 persons)
* Less than one percent.
(1) Represents 508,611 shares issuable upon exercise of options.
(2) Represents 130,000 shares issuable upon exercise of options.
(3) Includes 105,000 shares issuable upon exercise of options.
(4) Represents 40,000 shares issuable upon exercise of options.
(5) Represents 15,000 shares issuable upon exercise of options.
(6) Includes 798,611 shares issuable upon exercise of stock options.
PROPOSAL 1 - APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
Hein + Associates LLP served as the Company's principal accountants for the
fiscal year ended December 31, 1999, and the Board has selected Hein +
Associates LLP as the Company's principal accountants for the 2000 fiscal year.
Management of the Company does not expect representatives of Hein + Associates
LLP to be present at the annual meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO APPROVE THE ACCOUNTANTS.
SHAREHOLDER PROPOSALS
Shareholder proposals intended for presentation at the Company's next
annual meeting must be received by the Company at its principal office in
Colorado Springs, Colorado not later than January 17, 2001.
2
<PAGE>
PROXY
Simtek Corporation
1465 Kelly Johnson Blvd. #301, Colorado Springs, CO 80920
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Douglas Mitchell and Robert Keeley and each of
them individually, the proxies of the undersigned, with full power of
substitution, to vote, at the Special Meeting of Shareholders of Simtek
Corporation (the "Company") to be held November 16, 2000 and all adjournments
thereof, all shares of Common Stock of the Company held of record by the
undersigned as of September 20, 2000 as follows:
1. APPROVAL OF ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies appointed hereby are authorized to vote upon
such other business as may properly come before the meeting. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is indicated, this Proxy will be voted FOR Proposal
1 above.
DATED: , 2000
-----------------------------------
------------------------------------------------
(Signature)
------------------------------------------------
(Signature)
NOTE: Please sign in the same manner as name(s)
appear below. Joint owners should both sign.
Fiduciaries, attorneys, corporate officers, etc.
should indicate their capacities.
