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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
SIMTEK CORPORATION
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(Name of Issuer)
Common Stock $0.01 Par Value
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(Title of Class of Securities)
829204-10-6
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(CUSIP Number)
Anne L. Neeter, Esq.
General Counsel Associates LLP
1891 Landings Drive
Mountain View, California 94043
(650) 428-3900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 2000
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
[ ]
*the remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Index of Schedules
located on page 5.
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Page 2 of 5 Pages
CUSIP NO. 829204-10-6
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________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zentrum Mikroelektronik Dresden GmbH
No IRS id number
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS (See Instructions)
WC
________________________________________________________________________________
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[ ]
________________________________________________________________________________
6. CITIZENSHIP OF ORGANIZATION
GERMANY
________________________________________________________________________________
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned 7,287,385
by Each Reporting ________________________________________________
Person 8. SHARED VOTING POWER
-0-
________________________________________________
9. SOLE DISPOSITIVE POWER
7,287,385
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10 SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,287,385
________________________________________________________________________________
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
OO (reporting person is a GmbH)
________________________________________________________________________________
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Page 3 of 5 Pages
Amendment No. 2 to Schedule 13D
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Zentrum Mikroelektronik Dresden GmbH (the "Reporting Person" or "ZMD") hereby
amends, as set forth below, its Statement on Schedule 13D, filed February 13,
1998 (the "Statement"), as amended by Amendment No. 1, filed on March 22, 2000
("Amendment No. 1") relating to the Common Stock of Simtek Corporation, a
Colorado corporation ("Simtek"). Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed to them in the Statement, as
amended by Amendment No. 1.
ITEM 4. Purpose of the Transaction.
The 4th and 5th paragraphs of Item 4 set forth in Amendment No. 1 (which
amended and restated Item 4 of the Statement in its entirety) are hereby amended
and restated as follows, and the remainder of Item 4 as reflected in Amendment
No. 1 remains in effect:
ZMD has disposed of an aggregate amount of 4.35% of the outstanding shares
of Common Stock of Simtek. ZMD's current intent is, depending on market
conditions and other relevant factors, to eventually dispose of all or
substantially all of ZMD's equity interest in Simtek. The timing of the
disposition or dispositions will depend upon market conditions, the limitations
of Rule 144, the availability of registration of ZMD's shares by Simtek, the
availability of other lawful means of disposition, and other relevant factors
and business considerations from time to time.
Except as described above and in Amendment No. 1, ZMD has not formulated
any plans or proposals which relate to or would result in any of the items
described in paragraphs (a) through (j) of this item.
ITEM 5. Interest in Securities of Simtek.
Item 5 is hereby amended and restated in its entirety as follows:
(a) ZMD owns 7,287,385 shares of Common Stock of Simtek, which is
25.2% of such class based on 28,955,226 shares of Common Stock outstanding as
reflected in Simtek's December 20, 1999 filing with the SEC.
(b) ZMD, through its chief executive officers, has the sole power to
direct the vote of the shares of Common Stock and ZMD, through its chief
executive officers acting with approval of the Board of Directors of ZMD, has
the sole power to dispose or direct the disposition of the shares of Common
Stock.
(c) ZMD has disposed of an aggregate of around 1,260,000 shares of
Common Stock of Simtek under Rule 144, at the then current market price(s), with
transactions taking place commencing on March 17, 2000 through March 24, 2000.
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Page 4 of 5 Pages
(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 27, 2000 Zentrum Mikroelektronik Dresden GmbH
By: /s/ Detlef Golla
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Name: Detlef Golla
Title: Chief Executive Officer (Geschaeftsfuehrer)
By: /s/ Thilo von Selchow
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Name: Thilo von Selchow
Title: Chief Executive Officer (Geschaeftsfuehrer)
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Page 5 of 5 Pages
INDEX OF SCHEDULES
Schedule Page
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A 8 of Amendment No. 1
Information on controlling
persons of ZMD (revised and restated
on Amendment No. 1)
