UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
SIMTEK CORPORATION
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(Exact name small business issuer as specified in its charter)
Colorado 84-1057605
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1465 Kelly Johnson Blvd. Suite 301; Colorado Springs, Colorado 80920
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(Address of principal executive offices)
(719) 531-9444
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(issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at November 3, 2000
--------------------------------------------------------------------------------
(Common Stock, $.01 par value) 48,942,163
<PAGE>
SIMTEK CORPORATION
INDEX
For Quarter Ended September 30, 2000
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
Balance Sheets as of September 30, 2000 and
December 31, 1999 3
Statements of Operations for the three months and nine
months ended September 30, 2000 and 1999 4
Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999 5
Notes to Financial Statements 6-7
ITEM 2
Management's Discussion and Analysis of Results of
Operations and Financial Condition 8-11
PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings 12
ITEM 2 Changes in Securities 12
ITEM 3 Defaults upon Senior Securities 12
ITEM 4 Matters Submitted to a Vote of Securities Holders 12
ITEM 5 Other Information 12
ITEM 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION
BALANCE SHEETS
(unaudited)
ASSETS
------
September 30, 2000 December 31, 1999
------------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 3,098,267 $ 2,180,649
Certificate of deposit, restricted...................................... 300,000 400,000
Accounts receivable - trade, net........................................ 1,510,484 1,146,631
Inventory, net ......................................................... 739,183 1,015,620
Prepaid investor relations.............................................. 988,233 -
Prepaid expenses and other.............................................. 129,584 36,117
------------------------------------------
Total current assets................................................ 6,765,751 4,779,017
EQUIPMENT AND FURNITURE, net............................................... 691,594 679,938
PATENT AND TRADEMARKS...................................................... 125,000 -
OTHER ASSETS............................................................... - 49,425
------------------------------------------
TOTAL ASSETS............................................................... $ 7,582,345 $ 5,508,380
==========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable ....................................................... $ 612,430 $ 969,679
Accrued expenses........................................................ 374,825 157,908
Accrued wages........................................................... 326,533 228,306
Accrued vacation payable................................................ 102,022 83,688
Customer Deposits....................................................... 65,391 100,474
Obligation under capital leases......................................... 46,277 51,115
Short term debt......................................................... 20,000 31,142
Payable to ZMD.......................................................... - 130,153
------------------------------------------
Total current liabilities........................................... 1,547,478 1,752,465
------------------------------------------
CONVERTIBLE DEBENTURES..................................................... - 1,500,000
NOTES PAYABLE.............................................................. - 100,000
OBLIGATION UNDER CAPITAL LEASES............................................ 165,914 190,544
------------------------------------------
Total liabilities................................................... 1,713,392 3,543,009
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 2,000,000 shares
authorized and none issued and outstanding ......................... - -
Common stock, $.01 par value, 80,000,000 shares authorized,
48,942,163 and 33,205,226 shares issued and outstanding
at September 30, 2000 and December 31, 1999, respectively........... 489,421 332,052
Additional paid-in capital.............................................. 37,343,790 30,079,777
Accumulated deficit..................................................... (31,964,258) (28,446,458)
-----------------------------------------
Shareholder's equity.................................................... 5,868,953 1,965,371
-----------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 7,582,345 $ 5,508,380
=========================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES............................................... $ 2,996,470 $ 1,782,544 $ 9,220,772 $ 5,443,359
Cost of sales..................................... 1,884,683 1,260,199 5,664,717 3,562,028
------------------------------------------------------------------------
GROSS MARGIN............................................ 1,111,787 522,345 3,556,055 1,881,331
OPERATING EXPENSES:
Design, research and development................... 4,816,352 386,946 5,647,835 1,206,987
Administrative..................................... 249,980 104,113 620,991 344,742
Marketing.......................................... 327,901 269,475 869,669 724,606
------------------------------------------------------------------------
Total Operating Expenses....................... 5,394,233 760,534 7,138,495 2,276,335
LOSS FROM OPERATIONS.................................... (4,282,446) (238,189) (3,582,440) (395,004)
------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income, net............................... 38,538 (13,177) 66,583 (38,579)
Other income (expense), net........................ 8,219 937 9,658 (20,508)
-------------------------------------------------------------------------
Total other income (expense)................... 46,757 (12,240) 76,241 (59,087)
-------------------------------------------------------------------------
NET LOSS BEFORE TAXES................................... (4,235,689) (250,429) (3,506,199) (454,091)
Provision for income taxes......................... - - 11,600 -
------------------------------------------------------------------------
NET LOSS................................................ $ (4,235,689) $ (250,429) $ (3,517,799) $ (454,091)
========================================================================
BASIC AND DILUTED EPS................................... $ (0.10) $ (.01) $ (0.08) $ (.01)
========================================================================
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING............................................ 43,454,222 31,955,226 41,392,310 31,955,226
EFFECT OF DILUTIVE OPTIONS.............................. - - - -
------------------------------------------------------------------------
DILUTIVE SHARES OUTSTANDING............................. 43,454,222 31,955,226 41,392,310 31,955,226
========================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIMTEK CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
----------------------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................ $ (3,517,799) $ (454,091)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization.............................. 221,917 178,792
Investment banker stock issuance........................... 42,967 -
WebGear purchase of research and development
for common stock....................................... 4,384,545 -
Increase (decrease) in net change of reserve accounts 312,286 (28,980)
Deferred financing fees.................................... 1,865 8,393
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable.................................... (437,661) (236,511)
Inventory.............................................. 279,897 104,139
Prepaid expenses and other ............................ (104,658) 19,769
Increase (decrease) in:
Accounts payable....................................... (357,249) 298,148
Customer deposits...................................... (35,083) 7,220
Accrued expenses....................................... 91,540 (8,162)
---------------------------------------
Net cash provided by (used in) operating activities 882,567 (111,283)
---------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of equipment and furniture ............................. (233,574) (140,721)
Interest received on certificate of deposit...................... - (7,868)
Decrease (increase) in restricted cash........................... 100,000 (300,000)
---------------------------------------
Net cash used in investing activities............................ (133,574) (448,589)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options........................................ 293,131 34,266
Payments on notes payable........................................ (111,142) (13,595)
Capital Contributions............................................ 43,503 178,178
Distributions to stockholders.................................... (27,400) -
Payments on capital lease obligation............................. (29,467) -
Proceeds from line of credit and notes........................... - 57,922
---------------------------------------
Net cash provided by financing activities..................... 168,625 256,771
---------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS..................................................... 917,618 (303,101)
---------------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................ 2,180,649 2,245,614
---------------------------------------
CASH AND CASH EQUIVALENTS, end of period.............................. $ 3,098,267 $ 1,942,513
=======================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Conversion of debenture into shares of common stock, net
of deferred financing costs related to the debenture $ 1,441,249 $ -
Conversion of payable to ZMD into shares of common stock $ 130,153 $ -
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<PAGE>
SIMTEK CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
The financial statements included herein are presented in accordance with
the requirements of Form 10-QSB and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-KSB filing. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 7, 2000 for fiscal year 1999 and Simtek Corporation's Form 8-K/A
Amendment #1 filed on October 16, 2000.
In the opinion of management, the unaudited financial statements reflect
all adjustments of a normal recurring nature necessary to present a fair
statement of the results of operations for the respective interim periods. The
year-end balance sheet data was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. Results of operations for the interim periods are not necessarily
indicative of the results of operations for the full fiscal year.
2. LINE OF CREDIT:
In March 2000, Simtek Corporation ("Simtek" or the "Company") renewed its
revolving line of credit for another year in the amount of $250,000, thereby
reducing it by $100,000 since December 31, 1999. At the time of renewal, the
$100,000 certificate of deposit required for this line of credit was released.
3. EQUITY:
In February and March 2000, Renaissance Capital Group of Dallas, Texas
("Renaissance") converted the $1,500,000 debenture established in June 1998 into
7,692,308 shares of the Simtek Common Stock. Renaissance sold 5,692,308 of these
shares under SEC Rule 144 in the first quarter of 2000.
In March 2000, the Company filed a Form SB-2 registration statement to
register 3,547,385 shares of Common Stock owned by Zentrum Mikoelectronik
Dresden Gmbh ("ZMD") and an additional 551,964 shares that ZMD was entitled to
upon conversion (April 12, 2000) of a $130,153 payable to them into shares of
Common Stock. This registration statement became effective on April 7, 2000. ZMD
sold 4,000,000 shares under SEC Rule 144. Prior to the sale of these shares, ZMD
owned approximately 13% of the Company's Common Stock.
In May 2000, the Company acquired Integrated Logic Systems, Inc. ("ILSI").
Simtek issued 3,000,000 shares of its Common Stock in exchange for all
outstanding shares of all classes of ILSI stock. ILSI designs and sells metal
programmed gate array integrated circuits. The acquisition was accounted for as
a pooling of interest and the results of ILSI have been consolidated with those
of Simtek, as if the two businesses had been merged throughout the periods
presented.
On June 16, 2000, the Company acquired 1,875,000 shares of the common stock
of WebGear, Inc., a California corporation ("WebGear"), in return for 1,250,000
shares of the Company's common stock. The shares of WebGear stock that the
Company acquired represented approximately 9% of WebGear's issued and
outstanding shares of common stock as of June 16, 2000. On June 16, 2000, the
closing price for Simtek's common stock was $1.3125 per share. WebGear is
engaged in the design, development, sales and support of high technology
networking and communications products for the personal computer market.
-6-
<PAGE>
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, which are an extension of the metal
programmed gate array integrated circuits that ILSI manufactures. The
acquisition was accounted for as a pooling of interest, and the results of
Macrotech have been consolidated with those of Simtek, as if the two businesses
had been merged throughout the periods presented.
On September 14, 2000, the Company entered into a one-year contract with
two investment bankers, E.B.M. Associates, Inc. and World Trade Partners, each
company has received 500,000 shares of the Company's Common Stock. Both
companies will assist Simtek in broadening its financial market presence and
establishing new relationships within the industry, investment community and
financial media. On September 14, 2000, the closing share price for Simtek's
common stock was $ 1.0312 per share and accordingly $988,233 has been assigned
to prepaid investor relations which will be amortized over the forth coming year
and approximately $43,000 was expensed during the period ending September 30,
2000.
On September 29, 2000, the Company purchased incomplete research and
development, patents and certain trademarks from WebGear, Inc. The Company
issued 5,000,000 shares of its common stock (including 2,000,000 shares placed
in escrow) and returned to WebGear the 1,875,000 shares of WebGear common stock
that Simtek acquired from WebGear on June 16, 2000. On September 29, 2000, the
closing price of Simtek's common stock was $0.8438 per share. Subsequently, the
parties have agreed to adjust the shares issued by the Company to 3,400,000
shares of common stock, subject to execution of formal agreements. The Company
has estimated the preliminary value of the purchased patents and trademarks at
$125,000 which were capitalized and recorded as intangible assets. The Company
has estimated the preliminary value of the incomplete research and development
acquired from WebGear at $4,384,545 which was expensed immediately. The Company,
however, is continuing to analyze the allocation between the patents and
trademarks and the incomplete research and development. Before the Company files
its annual report on Form 10-KSB, this allocation could be modified based on the
completion of this analysis, and this adjustment could be material.
4. GEOGRAPHIC CONCENTRATION:
Sales by location for the three months ended September 30, 2000 and 1999
were as follows (as a percentage of sales):
2000 1999
---- ----
North America 39% 37%
Europe 18% 16%
Far East and Japan 43% 47%
-7-
<PAGE>
SIMTEK CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------
RESULTS OF OPERATIONS:
Simtek Corporation ("Simtek" or the "Company") recorded net product sales
of $2,996,470 for the third quarter of 2000 and $9,220,772 for the nine months
ended September 30, 2000 up from the $1,782,544 recorded for the third quarter
1999 and the $5,443,359 for the nine months ended September 30, 1999. The
product sales were from the Company's 4 kilobit, 16 kilobit, 64 kilobit and 256
kilobit nvSRAM product families and metal programmed gate array integrated
circuits. The increase in net sales for the three months and nine months ended
September 30, 2000 were primarily due to large customers placing production
orders of the Company's nvSRAM products worldwide. Sales of the Company's metal
programmed gate array integrated circuits accounted for approximately 11% of the
Company's revenue for the nine months ended September 30, 2000. Two distributors
and one direct customer of the Company's nvSRAM products account for
approximately 51% of the Company's net sales for the third quarter 2000.
Products sold to distributors are re-sold to various end customers.
During the third quarter 2000, the Company purchased wafers built on 0.8
micron technology from Chartered Semiconductor Manufacturing Plc. of Singapore
("Chartered") to support sales of its nvSRAM products. Sales of metal programmed
gate array products were supported with 0.5 micron wafers purchased from United
Microelectronics Corp. ("UMC") of Taiwan.
The Company saw an increase of approximately 8% and 5% in gross margin
percentages in the three and nine months ended September 30, 2000, respectively,
as compared to the same periods in 1999. The increase in gross margin
percentages was primarily a result of production shipments of metal programmed
gate array integrated circuits increasing in the three and nine months ended
September 30, 2000 as compared to the same periods in 1999.
Total other operating expenses saw an increase of approximately $4,634,000
in the three months ended September 30, 2000 as compared to the three months
ended September 30, 1999. Research and Development saw an increase of
$4,429,000, due primarily to the issuance of stock to WebGear for the Bluetooth
technology which was recorded at an approximate cost of $4,385,000. The
remaining $45,000 increase in Research and Development costs was due primarily
to a $36,000 increase in contract services and a $19,000 increase in benefits
and employer taxes due to taxation requirements on the exercise of stock
options, these increases were offset with an approximate $10,000 decrease in
qualification costs. Administration saw an increase of approximately $146,000,
which was due to the issuance of 1,000,000 shares of stock to two investment
banker firms at a valuation of $1,031,000, of which approximately $43,000 was
amortized recorded in the three months ended September 30, 2000. The balance of
the $103,000 increase was due to an approximate $51,000 increase in legal and
audit fees related to the acquisition of Macrotech and the purchase of the
Bluetooth Technology from WebGear and to increased payroll costs of
approximately $52,000. Sales and Marketing saw an increase of $58,000, that was
due to a headcount increase of $32,000 in payroll and benefits expense and an
approximate increase of $26,000 in sales commissions that have a direct
relationship to the increase in net revenues.
Total other operating expenses saw an increase of approximately $4,862,000
in the nine months ended September 30, 2000 as compared to the nine months ended
September 30, 1999. Research and Development saw an approximate increase of
$4,441,000, due primarily to the issuance of stock to WebGear for the Bluetooth
technology, which was recorded at an approximate cost of $4,385,000. The
remaining $56,000 increase was due to the purchase of design software and the
maintenance contract related to the software. Administration saw a $276,000
increase which was due to the issuance of 1,000,000 shares of stock to two
investment banker firms at a valuation of $1,031,000, of which approximately
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<PAGE>
SIMTEK CORPORATION
$43,000 was amortized in the three months ended September 30, 2000. The balance
of the $233,000 was related to a $135,000 increase in legal and audit fees
related to the ILSI and the Macrotech acquisitions and the costs associated with
the purchase of the Bluetooth technology from WebGear, increased payroll costs
for the nine months of $94,000, and increased travel expenses of $4,000. Sales
and Marketing saw an increase of approximately $145,000, due to a headcount
increase which created a $105,000 increase in payroll expense and due to
employer taxes due to taxation requirements on the exercise of stock options.
The remaining $40,000 increase was due to increased sales commissions.
The Company recorded a net loss of $4,235,689 and $3,517,799 for the three
and nine months ended September 30, 2000, respectively, as compared to a net
loss of $250,429 and $454,091 for the three and nine months ended September 30,
1999, respectively. The decrease was due to the imputed costs associated with
the issuance of common stock to WebGear and two investment bankers.
Without these charges of approximately $4,385,000 in Simtek common stock
for the purchase of WebGear's incomplete research and development, patents and
trademarks and for the investment banker consulting services, Simtek would have
shown $191,823 and $909,713 in net income for the three months and nine months
ended September 30, 2000, respectively.
The change in cash flows from operating activities was primarily a result
of net income, an increase in reserve accounts, accounts receivable, prepaid
expenses and other, accrued expenses and the entries required for the stock
issuance. These increases were offset with a decrease in accounts payable,
customer deposits, and inventory. The change in cash flows from investing
activities was due to the purchase of equipment used in the testing of the
Company's nvSRAM products and the purchase of hardware and software used in the
design of the Company's nvSRAM products. This increase was offset by a decrease
in the Company's restricted cash requirements. The change in cash flows from
financing activities was due to the exercise of stock options, payments of notes
payable acquired in the Integrated acquisition and capital contributions and
distributions to stockholders in the Macrotech acquisition.
FUTURE RESULTS OF OPERATIONS
The Company's ability to remain profitable will depend primarily on its
ability to continue reducing manufacturing costs and to increase net product
sales by increasing the availability of existing products, by the introduction
of new products and by expanding its customer base. Additionally, market
conditions may make it more difficult to receive enough raw materials, processed
silicon wafers and support services to satisfy customer demand.
The Company is currently deciding which new or derivative product it will
develop next.
As of September 30, 2000, the Company had open purchase orders expected to
be filled within the next six months of approximately $6,058,000. Orders are
cancelable prior to 30 days before the scheduled shipping date and, therefore,
should not be used as a measure of future product sales.
LIQUIDITY AND CAPITAL RESOURCES
In February and March 2000, Renaissance Capital Group of Dallas, Texas
converted the $1,500,000 debenture into 7,692,308 shares of the Company's Common
Stock. Renaissance sold 5,692,308 of these shares under SEC Rule 144 in the
first quarter 2000.
In March 2000, the Company filed a Form SB-2 registration statement to
register 3,547,385 shares of Common Stock owned by Zentrum Mikoelectronik
-9-
<PAGE>
SIMTEK CORPORATION
Dresden Gmbh ("ZMD") and an additional 551,964 shares that ZMD was entitled to
upon conversion (April 12, 2000) of a $130,153 payable to them into shares of
Common Stock. This registration statement became effective on April 7, 2000. ZMD
sold 4,000,000 shares under SEC Rule 144. Prior to the sale of these shares, ZMD
owned approximately 13% of the Company's Common Stock.
In March 2000, the Company renewed its revolving line of credit for another
year in the amount of $250,000 thereby reducing the line of credit by $100,000.
At the time of renewal, the $100,000 certificate of deposit required for this
line of credit was released. The line of credit is collateralized by
substantially all assets of the Company. The line of credit bears interest at
prime plus .75% on any outstanding balance. As of March 31, 2000, the Company
had no balance outstanding.
In May 2000, the Company acquired Integrated Logic Systems, Inc. Simtek
issued 3,000,000 shares of its Common Stock in exchange for all outstanding
shares of all classes of ILSI stock. ILSI designs and sells metal gate array
integrated circuits. The acquisition was accounted for as a pooling of interest
and the results of ILSI have been consolidated with those of Simtek, as if the
two businesses had been merged throughout the periods presented.
On June 16, 2000, the Company acquired 1,875,000 shares of the common stock
of WebGear, Inc., a California corporation ("WebGear"), in return for 1,250,000
shares of the Company's common stock. The shares of WebGear stock that the
Company acquired represents approximately 9% of WebGear's issued and outstanding
shares of common stock as of June 16, 2000. On June 16, 2000, the closing price
for Simtek's common stock was $1.3125 per share. WebGear is engaged in the
design, development, sales and support of high technology networking and
communications products for the personal computer market. On September 29, 2000,
the Company purchased incomplete research and development, patents and certain
trademarks from WebGear, Inc. The Company issued 5,000,000 shares of its common
stock (including 2,000,000 shares placed in escrow) and returned to WebGear the
1,875,000 shares of WebGear common stock that Simtek acquired from WebGear on
June 16, 2000. On September 29, 2000, the closing price of Simtek's common stock
was $0.8438 per share. Subsequently, the parties have agreed to adjust the
shares issued by the Company to 3,400,000 shares of common stock, subject to
execution of formal agreements. The Company has estimated the preliminary value
of the purchased patents and trademarks at $125,000 which were capitalized and
recorded as intangible assets. The Company has estimated the preliminary value
of the incomplete research and development acquired from WebGear at $4,384,545
which was expensed immediately. The Company, however, is continuing to analyze
the allocation between the patents and trademarks and the incomplete research
and development. Before the Company files its annual report on Form 10-KSB, this
allocation could be modified based on the completion of this analysis, and this
adjustment could be material.
In July 2000, the Company filed a Form SB-2 registration statement to
register 1,500,000 shares of Common Stock owned by Integrated's sole
shareholder, Hugh Chapman, and 1,250,000 shares of Common Stock owned by
WebGear.
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, which are an extension of the metal
programmed gate array integrated circuits that Integrated manufactures. The
acquisition was accounted for as a pooling of interest, and the results of
Macrotech have been consolidated with those of Simtek, as if the two businesses
had been merged throughout the periods presented.
On September 14, 2000, the Company entered into a one-year contract with
two investment bankers, E.B.M. Associates, Inc. and World Trade Partners, each
company has received 500,000 shares of the Company's Common Stock. On September
14, 2000, the closing price for Simtek's common stock was $ 1.0312 per share and
accordingly $988,233 has been assigned to prepaid investor relations which will
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SIMTEK CORPORATION
be amortized over the forth coming year and approximately $43,000 was expensed
during the period ending September 30, 2000.
During the first nine months of 2000, employees and two directors of the
Company exercised 1,842,665 stock options into shares of the Company's Common
Stock for net proceeds to the Company of $293,131.
The Company may require additional capital to fund production and marketing
of any new products it may develop. The Company does not have any commitments
for such additional capital as of the date of this report.
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SIMTEK CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Matters Submitted to a Vote of Securities Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
-------------------
Form 8-K/A filed on July 24, 2000 - "Amendment to Form 8-K filed
on May 10, 2000"
Form 8-K filed August 14, 2000 - "Simtek acquires Macrotech
Semiconductor"
Form 8-K filed August 22, 2000 - "Simtek Announces Financial
Results for the Second Quarter of 2000"
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<PAGE>
SIMTEK CORPORATION
SIGNATURES
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 thereunto duly authorized.
SIMTEK CORPORATION
(Registrant)
November 14, 2000 By /s/ Douglas Mitchell
---------------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
and Chief Financial Officer (acting)
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