SIMTEK CORP
8-K, 2000-08-25
SEMICONDUCTORS & RELATED DEVICES
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                       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) August 22, 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 5: Other Information:

     (1) The press release  announcing  financial results for the second quarter
of 1999, dated August 13, 2000 was released by the Registrant:


[SIMTEK LOGO]

                       SIMTEK ANNOUNCES FINANCIAL RESULTS
                         FOR THE SECOND QUARTER OF 2000

     COLORADO  SPRINGS,  Colorado  -  August  13,  2000 --  Simtek  Corporation,
provider of high performance  nonvolatile memory and logic integrated circuits ,
announced  financial  results for the second  quarter and first half ending June
30, 2000.

     The Company recorded net product sales of $3,208,657 for the second quarter
of  2000  and  $5,932,467  for the six  months  ended  June  30,  2000,  up from
$2,135,723  recorded  for the second  quarter  1999 and  $3,620,227  for the six
months ended June 30, 1999. Net income was $337,109 for the quarter and $674,561
for the six months ended June 30, 2000,  up from $26,424 for the second  quarter
1999 and a loss of $76,563 for the six months ended June 30, 1999.

     During this reporting period Simtek acquired Integrated Logic Systems, Inc.
in a stock exchange which resulted in approximately $72,000 of one-time expenses
for  legal,   auditing  and  facilities   expansion   related  directly  to  the
acquisition.   These  financial   summaries   include  these  expenses  and  the
combination of Simtek and ILSI results for 1999 and year-to-date 2000.

     New orders booked during the second  quarter  scheduled for shipment over a
six month period  totaled  approximately  $4.9million,  demonstrating  continued
strong forward-looking  demand for Simtek products.  Overall industry demand for
many semiconductor and related products remains very strong,  with shortages for
some products reported by various manufacturers.

     "Simtek remains on pace for strong growth through product and customer-base
expansion  during  this time of industry  strength,"  stated  Douglas  Mitchell,
Simtek's president and CEO. "With our increasing market presence I am especially
excited about  Simtek's  ability to penetrate high growth  application  segments
with  both  our  memory  and  logic  products  as we  fully  integrate  the ILSI
technology  into  our  sales  and  operations  infrastructure.  Already  we  are
uncovering  customer  applications that were not previously  available to either
company  individually.  As we  move  forward  these  technology  synergies  will
accelerate our opportunities for growth."


                                      -2-
<PAGE>

Financial Results
-----------------
<TABLE>
<CAPTION>
                                                             Three Months Ended June 30,              Six Months Ended June 30,
                                                             ---------------------------              -------------------------
                                                                2000             1999                   2000            1999
                                                                ----             ----                   ----            ----
<S>                                                          <C>               <C>                   <C>             <C>
NET SALES..................................................  $3,208,657        $2,135,723            $5,932,467      $3,620,227

     Cost of  sales........................................   2,026,800         1,330,332             3,611,534       2,223,189
                                                             ------------------------------------------------------------------

GROSS MARGIN...............................................   1,181,857           805,391             2,320,933       1,397,038

OPERATING EXPENSES:
     Design, research and development......................     367,251           379,308               770,556         749,981
     Administrative........................................     218,009           111,530               357,918         226,517
     Marketing.............................................     280,826           249,568               535,780         450,259
                                                             ------------------------------------------------------------------

         Total Operating Expenses..........................     866,086           740,406             1,664,254       1,426,757

INCOME FROM OPERATIONS.....................................     315,771            64,985               656,679         (29,719)
                                                             ------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................      28,430           (13,456)              28,044          (25,400)
     Other income (expense), net...........................      (1,092)          (25,105)               1,438          (21,444)
                                                             ------------------------------------------------------------------

         Total other income (expense)......................      27,338           (38,561)              29,482          (46,844)
                                                             ------------------------------------------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................     343,109            26,424               686,161         (76,563)

     Provision for income taxes............................       6,000                 -                11,600               -
                                                             ------------------------------------------------------------------

NET INCOME (LOSS)..........................................  $  337,109        $   26,424            $  674,561      $  (76,563)
                                                             ==================================================================

BASIC AND DILUTED EPS......................................  $     0.01        $        *            $     0.02      $        *
                                                             ==================================================================

DILUTIVE SHARES OUTSTANDING................................  40,908,996        32,942,730            43,674,882      31,955,226
                                                             ==================================================================
</TABLE>

-------------------
*  Less Than $.01 per share

     Simtek Corporation delivers the world's fastest re-programmable nonvolatile
semiconductor  memories  and the  industry's  most  cost-effective  FPGA to ASIC
conversions.  Information on Simtek  products can be obtained from its web page:
www.simtek.com;  email: [email protected]; by calling (719) 531-9444; or fax (719)
531-9481.  The company is  headquartered  in Colorado  Springs,  Colorado,  with
international  sales and marketing  channels.  Simtek is listed under the symbol
SRAM on the OTC Electronic Bulletin Board.

Forward-Looking Statements

     This press release contains  forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements predicting the
availability  of new  products  during  2000  and  statements  by  Mr.  Mitchell
predicting  the  Company's  future  growth.  Such  statements  involve risks and
uncertainties,  and actual  results  could  differ  materially  from the results
anticipated  in such  forward-looking  statements  as a result  of a  number  of
factors,  including,  but not limited to, the risk of delays in the availability
of new products due to technological,  market or financial factors including the
availability of necessary working capital, or the other factors described in the
Company's  most recent Form 10-KSB and Form 10-QSB filed with the Securities and
Exchange Commission.

                                      -3-
<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


August 22, 2000                              By: /s/Douglas Mitchell
                                                 -------------------------------
                                                  DOUGLAS MITCHELL
                                                  Chief Executive Officer,
                                                  President and Chief Financial
                                                  Officer (acting)









                                      -4-



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