SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) August 14, 2000
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 2: ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 2000, the Company acquired Macrotech Semiconductor
("Macrotech"). Simtek issued 1,250,000 shares of its Common Stock in exchange
for all outstanding shares of all classes of Macrotech stock. Macrotech designs
and sells metal programmable standard cells.
ITEM 7: FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements - The financial statements of Macrotech are being
filed herewith commencing on page F-1.
b) Proforma financial information - The proforma financial information is
being filed herewith commencing on page F-10.
c) Exhibit 10.1 - Share exchange agreement dated July 31, 2000 between
Simtek corporation and Jaskarn Johal and Kashmira S. Johal(1).
-----------------
(1) Incorporated by reference to initial Form 8-K filing.
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
October 13, 2000 By: /s/Douglas Mitchell
--------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer (acting)
2
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
PAGE
----
<S> <C>
MACROTECH SEMICONDUCTOR, INC.
Independent Auditor's Report.........................................................................................F-2
Balance Sheets - June 30, 2000 (unaudited) and December 31, 1999.....................................................F-3
Statements of Operations - For the six months ended June 30, 2000 and 1999 (unaudited) and for
the Years Ended December 31, 1999 and 1998..................................................................F-4
Statements of Changes in Shareholder's Equity - For the Years Ended December 31, 1999
and 1998 and for the six months ended June 30, 2000 (unaudited).............................................F-5
Statements of Cash Flows - For the six months ended June 30, 2000 and 1999 (unaudited) and for the Years
Ended December 31, 1999 and 1998............................................................................F-6
Notes to Financial Statements........................................................................................F-7
SIMTEK CORPORATION, MACROTECH SEMICONDUCTOR, INC. AND INTEGRATED LOGIC SYSTEMS, INC.
Introduction........................................................................................................F-10
Pro Forma Combined, Condensed Balance Sheet - June 30, 2000 (Unaudited).............................................F-11
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1999 (Unaudited)..............................................................................F-12
Pro Forma Combined, Condensed Statement of Operations - For the Twelve Months Ended
December 31, 1998 (Unaudited)..............................................................................F-13
Pro Forma Combined Condensed Statement of Operations - For the Six Months Ended June 30, 2000
(Unaudited)................................................................................................F-14
Notes to Pro Forma Combined, Condensed Financial Information (Unaudited)............................................F-15
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
MacroTech Semiconductor, Inc.
Colorado Springs, Colorado
We have audited the accompanying balance sheet of MacroTech Semiconductor, Inc.
as of December 31, 1999 and the related statements of operations, changes in
shareholders' equity and cash flows for each of the years in the two- year
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MacroTech Semiconductor, Inc.
as of December 31, 1999, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 1999, in
conformity with general accepted accounting principles.
/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP
Denver, Colorado
October 3, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
MACROTECH SEMICONDUCTOR, INC.
BALANCE SHEETS
June 30, December 31,
2000 1999
-------------- ------------
(Unaudited)
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 30,913 $ 38
Accounts receivable - trade, no allowance considered necessary - 5
Inventory 8,357 31,800
Prepaid expenses 15,900 -
-------- -
Total current assets 55,170 31,843
EQUIPMENT AND FURNITURE, net 158,150 183,455
-------- --------
TOTAL ASSETS $213,320 $215,298
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $110,351 $155,176
Customer deposits 62,464 89,214
-------- --------
Total current liabilities 172,815 244,390
-------- --------
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; 10,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000 4,000
Additional paid-in capital 303,028 276,758
Accumulated deficit (266,523) (309,850)
-------- --------
Total shareholder's equity 40,505 (29,092)
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $213,320 $215,298
======== ========
See accompanying notes to these financial statements.
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
MACROTECH SEMICONDUCTOR, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS FOR THE YEARS ENDED
ENDED JUNE 30, DECEMBER 31,
-------------------------- ---------------------------
2000 1999 1999 1998
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 291,835 $ 40,588 $ 58,976 $ 17,250
Cost of sales 168,500 78,642 107,571 41,808
---------- ---------- ---------- ----------
GROSS MARGIN 123,335 (38,054) (48,595) (24,558)
OPERATING EXPENSES:
General and administrative 13,092 14,111 25,849 15,081
Research and development costs 60,928 70,061 131,164 50,401
Sales and marketing 5,988 4,872 7,893 6,144
---------- ---------- ---------- ----------
Total operating expenses 80,008 89,044 164,906 71,626
---------- ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS 43,327 (127,098) (213,501) (96,184)
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense - - - (165)
Total other income (expense) - - - (165)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 43,327 $ (127,098) $ (213,501) $ (96,349)
=========== ========== ========= ==========
See accompanying notes to these financial statements.
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
MACROTECH SEMICONDUCTOR, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND
THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
Common Stock Additional Total
---------------------------- Paid-in Accumulated Shareholder's
Shares Amount Capital Deficit Equity
------------- ------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
BALANCES, January 1, 1998 - $ - $ - $ - $ -
Issuance of shares 4,000,000 4,000 - - 4,000
Contributed services - - 23,333 - 23,333
Contributed assets - - 50,673 - 50,673
Net loss - - - (96,349) (96,349)
--------- ------ -------- --------- --------
BALANCES, December 31, 1998 4,000,000 4,000 74,006 (96,349) (18,343)
Contributed services - - 70,000 - 70,000
Contributed assets - - 132,752 - 132,752
Net loss - - - (213,501) (213,501)
--------- ------ -------- --------- --------
BALANCES, December 31, 1999 4,000,000 4,000 276,758 (309,850) (29,092)
Contributed services (unaudited) - - 35,000 - 35,000
Distributions to stockholders (unaudited) - - (8,730) - (8,730)
Net income (unaudited) - - - 43,327 43,327
--------- ------ -------- --------- --------
BALANCES, June 30, 2000 (Unaudited) 4,000,000 $4,000 $303,028 $(266,523) $ 40,505
========== ====== ======== ========= ========
See accompanying notes to these financial statements.
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
MACROTECH SEMICONDUCTOR, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS FOR THE YEARS ENDED
ENDED JUNE 30, DECEMBER 31,
------------------------- ------------------------
2000 1999 1999 1998
----------- ----------- ----------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 43,327 $ (127,099) $ (213,501) $ (96,349)
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 25,304 23,207 48,059 15,438
Contributed services 35,000 35,000 70,000 23,333
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 5 (23,339) (5) -
Inventory 23,443 - (31,800) -
Prepaid expenses and other (15,900) 4,415 4,415 (4,415)
Increase (decrease) in:
Accounts payable (44,824) (38,539) (53,148) 208,324
Accrued expenses - (800) (2,160) 2,160
Customer deposits (26,750) 36,250 49,250 39,964
---------- ---------- ---------- ---------
Net cash provided by (used in)
operating activities 39,605 (90,905) (128,890) 188,455
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of equipment and furniture - (1,746) (15,376) (231,576)
---------- ---------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock - - - 4,000
Capital Contribution - 110,087 132,752 50,673
Distributions to stockholders (8,730) - - -
---------- ---------- ---------- ---------
Net cash provided by (used in) financing activities (8,730) 110,087 132,752 54,673
---------- ---------- ---------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 30,875 17,436 (11,514) 11,552
CASH AND CASH EQUIVALENTS, beginning of year 38 11,552 11,552 -
---------- ---------- ---------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 30,913 $ 28,988 $ 38 $ 11,552
========== ========== ========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ - $ - $ - $ 165
========== ========== ========== =========
See accompanying notes to these financial statements.
</TABLE>
F-6
<PAGE>
MACROTECH SEMICONDUCTOR, INC.
NOTES TO FINANCIAL STATEMENTS
(Information Subsequent to December 31, 1999 is Unaudited)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------------------
NATURE OF BUSINESS OPERATIONS - MacroTech Semiconductor, Inc. (the
"Company") has been involved in the design, development, and production of
gate array integrated circuits and related services, which are sold across
the United States. The Company had no operations prior to January 1, 1998.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.
REVENUE RECOGNITION - Product sales revenue is recognized when a valid
purchase order has been received and the products are shipped to customers,
including distributors and collection is reasonably assured. Consulting and
design revenues are recognized as the services are performed.
INVENTORY - The Company records inventory using the lower of cost
(first-in, first-out) or market. Inventory at December 31, 1999 includes:
Raw materials $ -
Work in process 31,800
Finished goods -
-------
$31,800
=======
EQUIPMENT AND FURNITURE - Equipment and furniture are recorded at cost.
Depreciation is provided over the assets' estimated useful lives of three
to seven years using the straight-line method. The cost and accumulated
depreciation of furniture and equipment sold or otherwise disposed of are
removed from the accounts and the resulting gain or loss is included in
operations. Maintenance and repairs are charged to operations as incurred
and betterments are capitalized.
RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged
to operations in the period incurred.
ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. The actual results could
differ from those estimates. The Company's financial statements are based
upon a number of significant estimates, including the technological
obsolescence of inventories. Due to the uncertainties inherent in the
estimation process, it is at least reasonably possible that the estimates
for these items could be further revised in the near term and such
revisions could be material.
F-7
<PAGE>
MACROTECH SEMICONDUCTOR, INC.
NOTES TO FINANCIAL STATEMENTS
(Information Subsequent to December 31, 1999 is Unaudited)
IMPAIRMENT OF LONG-LIVED ASSETS - In the event that facts and circumstances
indicate that the cost of assets or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow value is required.
INCOME TAXES - The Company has elected to be treated as an "S" corporation
under Subchapter S of the Internal Revenue Code. Accordingly, no provision
or liability for income taxes is recorded by the Company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued in June 1998.
This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Company's financial statements
for the year ended December 31, 2001 and the adoption of this standard is
not expected to have a material effect on the Company's financial
statements.
UNAUDITED INFORMATION - The balance sheet as of June 30, 2000 and the
statements of operations for the six- month periods ended June 30, 2000 and
1999 were taken from the Company's books and records without audit.
However, in the opinion of management, such information includes all
adjustments (consisting only of normal recurring accruals) which are
necessary to properly reflect the financial position of the Company as of
June 30, 2000 and the results of operations for the six-months ended June
30, 2000 and 1999.
2. EQUIPMENT AND FURNITURE:
-----------------------
Equipment and furniture at December 31, 1999 consists of the following:
Computer software $237,826
Test equipment 4,989
Design equipment 4,137
--------
246,952
Less accumulated depreciation and amortization (63,497)
--------
$183,455
========
Depreciation and amortization expense of $25,304, $23,207, $48,059, and
$15,438 was charged to operations for the six months ended June 30, 2000
and 1999 and for the years ended December 31, 1999 and 1998, respectively.
F-8
<PAGE>
MACROTECH SEMICONDUCTOR, INC.
NOTES TO FINANCIAL STATEMENTS
(Information Subsequent to December 31, 1999 is Unaudited)
3. SIGNIFICANT CONCENTRATION OF CREDIT RISK, MAJOR CUSTOMERS, AND OTHER RISKS
--------------------------------------------------------------------------
AND UNCERTAINTIES:
-----------------
Sales to unaffiliated customers which represent 10% or more of the
Company's sales for the years ended December 31, 1999 and 1998 were as
follows (as a percentage of sales):
Customer 1999 1998
-------- ---------- ----------
A 29% 100%
B 40% -
C 31% -
Since inception, the Company purchased all of its wafers from a single
supplier located in Singapore. Approximately 100% of the Company's sales
for 1999 and 1998 were from finished units produced from these wafers. Any
disruptions in the Company's relationships with this supplier could have an
adverse impact on the Company's operating results. Assuming an alternate
manufacturer of the Company's products could be procured, management
believes there could be significant delays in manufacturing while the
manufacturer incorporates the Company's products and processes.
4. SUBSEQUENT EVENTS:
-----------------
Effective July 31, 2000, 100% of the Company's common stock was acquired by
Simtek Corporation, a publicly quoted provider of nonvolatile semiconductor
products, in a share for share exchange. The shareholders of the Company
received a total of 1,250,000 Simtek Corporation common shares in exchange
for their shares in the Company. The merger will be accounted for as a
pooling of interest.
F-9
<PAGE>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
PRO FORMA COMBINED, CONDENSED FINANCIAL INFORMATION
INTRODUCTION
The following unaudited pro forma combined, condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined financial position or results of operations of future periods or
the results that actually would have been realized had Simtek Corporation (the
"Company") and MacroTech Semiconductor, Inc. been a combined entity during the
specified periods. The pro forma combined, condensed financial statements,
including the notes thereto, are qualified in their entirety by reference to,
and should be read in conjunction with, the historical consolidated financial
statements of the Company and the financial statements of MacroTech
Semiconductor, Inc. including the notes thereto, included elsewhere in this
document or in prior filings with the Securities and Exchange Commission.
The following pro forma combined, condensed financial statements give effect to
the proposed merger of the Company and MacroTech Semiconductor, Inc. using the
pooling of interests method of accounting. The pro forma combined, condensed
financial statements are based on the respective historical audited financial
statements and the notes thereto of the Company and MacroTech Semiconductor,
Inc.
The pro forma combined, condensed balance sheet for the period ended June 30,
2000, assumes that the merger took place June 30, 2000 and combines the
Company's June 30, 2000 balance sheet and MacroTech Semiconductor, Inc.'s June
30, 2000 balance sheet.
The pro forma combined, condensed statements of operations for the six months
ended June 30, 2000 and for the years ended December 31, 1999 and 1998, assumes
that the merger took place January 1, 1998 and combines the Company's statements
of operations for six months ended June 30, 2000 and for the years ended
December 31, 1999 and 1998 and MacroTech Semiconductor, Inc.'s statements of
operations for those same periods.
F-10
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
PRO FORMA, COMBINED, CONDENSED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
MacroTech
Simtek Semiconductor Pro Forma
Corporation Inc. Adjustments Combined
----------- ------------- ----------- ------------
ASSETS
------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,809,413 $ 30,913 $ 2,840,326
Restricted certificate of deposits 300,000 - 300,000
Accounts receivable - trade, net of
allowance for doubtful accounts
and return allowances of $45,271 1,805,077
Inventory 1,138,309 8,357 1,146,666
Prepaid expenses and other 37,789 15,900 (15,000)(d) 38,689
----------- --------- -----------
Total current assets 6,090,588 55,170 6,130,758
EQUIPMENT AND FURNITURE, net 601,756 158,150 759,906
OTHER ASSETS: 1,640,625 1,640,625
----------- --------- -----------
TOTAL ASSETS $ 8,332,969 $ 213,320 $ 8,531,289
=========== ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 1,100,115 $ 110,351 $ 1,210,466
Accrued expenses 476,305 - 26,000 (a) 502,305
Customer deposits 27,804 62,464 (15,000)(d) 75,268
Accrued wages 221,967 - 221,967
Accrued vacation payable 101,526 - 101,526
Obligation under capital leases 45,235 - 45,235
Notes payable short-term 20,000 - 20,000
----------- --------- -------- -----------
Total current liabilities 1,992,952 172,815 (11,000) 2,176,767
Obligations under capital leases 177,882 177,882
----------- --------- -------- -----------
COMMITMENTS (Note 6)
STOCKHOLDERS' EQUITY:
Common stock 432,151 4,000 8,250 (b) 444,401
Additional paid-in capital 33,192,031 303,028 (8,250)(b) 33,486,809
Accumulated deficit (27,462,047) (266,523) (26,000)(a) (27,754,570)
----------- --------- -------- -----------
Total stockholders' equity 6,162,135 40,505 (26,000) 6,176,640
----------- --------- -------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,332,969 $ 213,320 $(15,000) $ 8,531,289
=========== ========= ======== ===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-11
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
MacroTech
Simtek Semiconductor Pro Forma
Corporation Inc. Adjustments Combined
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES: $ 7,695,976 $ 58,976 $ 7,754,952
Cost of sales 4,718,695 107,571 4,826,266
----------- ---------- -----------
GROSS MARGIN 2,977,281 (48,595) 2,928,686
OPERATING EXPENSES:
Research and development costs 1,508,861 131,164 1,640,025
Sales and marketing 910,749 7,893 918,642
General and administrative 444,854 25,849 470,703
Total operating expenses ----------- ---------- -----------
2,864,464 164,906 3,029,370
INCOME (LOSS) FROM OPERATIONS 112,817 (213,501) (100,684)
----------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest income 96,942 - 96,942
Other income 2,175 - 2,175
Gain of securities 3,499 - 3,499
Interest expense (151,402) - (151,402)
----------- ---------- -----------
Total other income (expense) (48,786) - (48,786)
----------- ---------- -----------
NET INCOME (LOSS) $ 64,031 $ (213,501) $ (149,470)
=========== ========== ===========
NET INCOME (LOSS) PER COMMON SHARE:
Basic $ - $ - $ (.01)
=========== ========== ===========
Diluted $ - $ - $ -
=========== ========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 30,273,966(c)
===========
Diluted 31,202,960(c)
===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-12
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(UNAUDITED)
MacroTech
Simtek Semiconductor Pro Forma
Corporation Inc. Adjustments Combined
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES: $ 6,504,828 $ 17,250 $ 6,522,078
Cost of sales 3,651,243 41,808 3,693,051
----------- --------- -----------
GROSS MARGIN 2,853,585 (24,558) 2,829,027
OPERATING EXPENSES:
Research and development costs 1,508,525 50,401 1,558,926
Sales and marketing 827,460 6,144 833,604
General and administrative 511,000 15,081 526,081
----------- --------- -----------
Total operating expensees 2,846,985 71,626 2,918,611
INCOME (LOSS) FROM OPERATIONS 6,600 (96,184) (89,584)
----------- --------- -----------
OTHER INCOME (EXPENSE):
Interest income 78,587 - 78,587
Other income 134,233 - 134,233
Gain of securities 365 - 365
Interest expense (84,397) (165) (84,562)
----------- --------- -----------
Total other income (expense) 128,788 (165) 128,623
----------- --------- -----------
NET INCOME (LOSS) $ 135,388 $ (96,349) $ 39,039
=========== ========= ===========
NET INCOME PER COMMON SHARE:
Basic $ - $ - $ -
=========== ========= ===========
Diluted $ - $ - $ -
=========== ========= ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic 30,077,276(c)
===========
Diluted 31,600,334(c)
===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-13
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
MacroTech
Simtek Semiconductor Pro Forma
Corporation Inc. Adjustments Combined
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
NET SALES: $ 5,932,467 $ 291,835 $ 6,224,302
Cost of sales 3,611,534 168,500 3,780,034
----------- --------- -----------
ROSS MARGIN 2,320,933 123,335 2,444,268
OPERATING EXPENSES:
Research and development costs 770,556 60,928 831,484
Sales and marketing 535,780 5,988 541,768
General and administrative 357,918 13,092 371,010
----------- --------- -----------
Total operating expenses 1,664,254 80,008 1,744,262
INCOME FROM OPERATIONS 656,679 43,327 700,006
----------- --------- -----------
OTHER INCOME (EXPENSE):
Interest income 28,044 - 28,044
Other income 1,438 - 1,438
----------- --------- -----------
Total other income (expense) 29,482 - 29,482
PROVISION FOR INCOME TAXES (11,600) - (11,600)
----------- --------- -----------
NET INCOME (LOSS) $ 674,561 $ 43,327 $ 717,888
=========== ========= ===========
NET INCOME PER COMMON SHARE:
Basic $ .02 $ .02
=========== ===========
Diluted $ .02 $ .02
=========== ===========
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic 42,467,964(c)
===========
Diluted 47,674,882(c)
===========
See notes to pro forma combined, condensed financial information.
</TABLE>
F-14
<PAGE>
SIMTEK CORPORATION AND
MACROTECH SEMICONDUCTOR, INC.
NOTES TO PRO FORMA COMBINED, CONDENSED FINANCIAL INFORMATION
(UNAUDITED)
(a) Accrued for estimated costs of the transaction to the Company and MacroTech
Semiconductor, Inc.
(b) To reflect the issuance of 1,250,000 shares in Simtek Corporation as the
purchase consideration for the acquisition of the MacroTech Semiconductor,
Inc.
(c) The pro forma number of common shares and common equivalent shares
outstanding represents the historical weighted average shares outstanding
of Simtek common stock in addition to the number of shares assumed to be
issued in exchange for the common stock of MacroTech Semiconductor, Inc.
(d) To elimiate deposit paid by Integrated Logic Systems, Inc. which was pooled
into Simtek Corporation on May 9, 2000.
F-15
