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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. 1)*
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 21, 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 7.
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Page 2 of 9 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
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
[_]
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6. CITIZENSHIP OF ORGANIZATION
GERMANY
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Number of Shares 7. SOLE VOTING POWER
Beneficially Owned 8,047,385
by Each Reporting ________________________________________________
Person 8. SHARED VOTING POWER
-0-
________________________________________________
9. SOLE DISPOSITIVE POWER
8,047,385
________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,047,385
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
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Page 3 of 9 Pages
SHARES (See Instructions)
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
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14. TYPE OF REPORTING PERSON
OO (reporting person is a GmbH)
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Page 4 of 9 Pages
Amendment No. 1 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"), 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.
ITEM 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This statement is being filed on behalf of Zentrum Mikroelektronik Dresden
GmbH, a limited liability entity organized and existing under the laws of
Germany. ZMD maintains its principal business address and principal executive
offices at Grenzstrasse 28, 01190 Dresden, Germany. ZMD is a German limited
liability entity (a "Gesellschaft mit beschraenkter Haftung") and its business
is integrated circuit manufacturing and design.
The citizenship, business address and principal occupation of each of the
executive officers and directors of ZMD are set forth on Schedule A attached
hereto and incorporated herein by this reference. ZMD is owned 100% by
Sachsenring A.G., a German entity.
During the last five years, neither ZMD nor, to the knowledge of ZMD, any
of the persons listed on Schedule A, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither ZMD nor, to the knowledge of ZMD, any of the persons listed on
Schedule A, have been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where the result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
ITEM 4. Purpose of the Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
The purpose of the original acquisition of Common Stock by ZMD was to
provide funds to Simtek for product design and development purposes, which
products were then manufactured and to be manufactured in significant part by
ZMD in Dresden Germany. The parties entered into license and cooperation
agreements in 1994 and 1995, pursuant to which ZMD has license and joint
ownership rights to certain technologies and products of Simtek.
The Cooperation Agreement of September 14, 1995, provides in Section 6 (see
text in Item 6 of the Statement) that ZMD's ownership of Simtek will not exceed
30% of total equity without approval of Simtek's Board of Directors. ZMD has
not asked and currently does not intend to ask the Simtek Board of Directors
permission to exceed the 30%. The remaining
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Page 5 of 9 Pages
balance of ZMD's advances remains as a payable on Simtek's books.
As part of the agreements between the Simtek and ZMD, ZMD has the right to
nominate two members of the Board of Directors of Simtek. ZMD currently has not
nominated any directors of the Simtek Board of Directors and but reserves the
right to exercise its rights under its agreements with Simtek.
ZMD has disposed of an aggregate amount of 1.7% 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, 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 8,047,385 shares of Common Stock of Simtek, which is
27.8% 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 around 500,000 shares of Common Stock of
Simtek under Rule 144, at the then current market price(s), with transactions
taking place on March 17-21, 2000.
(d) Not applicable.
(e) Not applicable.
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Page 6 of 9 Pages
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 21, 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 7 of 9 Pages
INDEX OF SCHEDULES
Schedule Page
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A 8
Information on controlling
persons of ZMD (revised and restated)
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Page 8 of 9 pages
SCHEDULE A
TO AMENDMENT NO. 1 TO SCHEDULE 13D FILED
BY
ZENTRUM MIKROELEKTRONIK DRESDEN GMBH
The following amended and restated table sets forth certain information required
by Item 2 concerning each of the directors and executive officers of ZMD and
other control persons of ZMD as of the date hereof:
EXECUTIVE OFFICERS
(a) Name: Detlef Golla
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: Chief Executive Officer of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Thilo von Selchow
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: Chief Executive Officer of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship German
BOARD OF DIRECTORS
(a) Name: Ernst Wilhelm Rittinghaus
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Gre nzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: executive of Sachsenring A.G.
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Heinz Martin Humme
(b) Business Address: Commerzbank AG
Breite Strasse 35
40213 Duesseldorf, Germany
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Page 9 of 9 Pages
(c) Principal occupation: Executive Vice President
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Werner Kathemann
(b) Business Address: Dresdener Bank AG
PF 160140
60064 Frankfurt, Germany
(c) Principal occupation: Managing Director of Venture Capital subsidiary
Dresdener Bank and Chairman of the Board
of ZMD
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Dr. Hans Bauer
(b) Business Address: Zentrum Mikroelektronik Dresden GmbH
Grenzstrasse 28
01109 Dresden, Germany
(c) Principal occupation: retired semiconductor executive
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
(a) Name: Juergen Rabe
(b) Business Address: Sachsenring Automobiltechnik A.G.
Crimmitschauer Strasse 67
08058 Zwickau, Germany
(c) Principal occupation: Executive of Sachsenring
(d) and (e) See the last paragraph of Item 2
(f) Citizenship: German
SHAREHOLDER
Name Sachsenring A.G.
State of its organization Germany
Principal Business Car parts
Address of Principal Office Crimmitschauer Strasse 67
08058 Zwickau, Germany
(d) and (e) See the last paragraph of Item 2
