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) November 14, 2000
SIMTEK CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-19027 84-1057605
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1465 Kelly Johnson Boulevard
Colorado Springs, Colorado 80920
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (719) 531-9444
Not applicable
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Former name or former address, if changed since last report
<PAGE>
Item 5: Other Information:
(1) The press release announcing financial results for the third quarter of
2000, dated November 13, 2000 was released by the Registrant:
[SIMTEK LOGO]
SIMTEK ANNOUNCES FINANCIAL RESULTS
FOR THE THIRD QUARTER OF 2000
COLORADO SPRINGS, Colorado - November 13, 2000 -- Simtek Corporation, provider
of high performance nonvolatile memory and logic integrated circuits , announced
financial results for the third quarter and first nine months ending September
30, 2000.
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.
During the quarter Simtek entered into agreements resulting in the issuing of
new Simtek common stock in exchange for financial consulting services and
intellectual property assets, both of which are designed to enhance Simtek's
position going forward. The cost for the financial consulting shares will be
expensed as the services are performed over the 12 month term of the contracts.
On September 29, 2000, the Company purchased technology assets generally
consisting of certain patents, trade secrets and trademarks from WebGear, Inc.
The Company issued 3,400,000 shares of its common stock and returned to WebGear
the 1,875,000 shares of WebGear common stock that Simtek acquired from WebGear
on June 16, 2000.
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 entries recorded for the issuance of stock
to WebGear and two investment bankers. Without the extraordinary charges of
approximately $4,385,000 in Simtek common stock for WebGear's intellectual
property assets and for the investment banker consulting services, Simtek would
have shown $191,823 and $909,713 in net income for the three and nine months
ended September 30, 2000, respectively. This is an increase of $442,252 and
$1,363,804 for the two periods, respectively, in the third quarter period that
traditionally slows marginally due to European manufacturing vacations. Simtek
has also been managing raw material availability with its primary wafer foundry
during this period of industry shortages to ensure increasing wafer availability
going forward into 2001. As of September 30, 2000 Simtek had open purchase
orders valued at approximately $6,058,000, which are scheduled to ship over a
six month period.
"Simtek is achieving approximately 75% revenue growth and an 8 fold increase in
operating income year over year while we are adding infrastructure designed to
provide the resources required to gain access to exciting new markets," stated
Douglas Mitchell, Simtek's president and CEO. "We have built a three tier
strategy, based on our memory, logic, and finally a wireless market direction.
Over the next couple of years we will grow our core businesses while integrating
their capabilities to capitalize on emerging markets. With all of this progress
we are also now positioned to expose the company to the investment community,
and we're very happy to have World Trade Partners and their affiliates on board
to help guide us through Wall Street over the next year."
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<PAGE>
<TABLE>
<CAPTION>
FINANCIAL RESULTS
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..................................... 249,980 104,113 620,991 724,606
Marketing.......................................... 327,901 269,475 869,669 344,742
------------------------------------------------------------------------
Total Operating Expenses....................... 5,394,233 760,534 7,138,495 2,276,335
INCOME (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 INCOME (LOSS) BEFORE TAXES.......................... (4,235,689) (250,429) (3,506,199) (454,091)
Provision for income taxes......................... - - 11,600 -
------------------------------------------------------------------------
NET INCOME (LOSS)....................................... $ (4,235,689) $ (250,429) $ (3,517,799) $ (454,091)
========================================================================
NET INCOME (LOSS) without extraordinary ................ $ 191,823 $ (250,429) $ 909,713 $ (454,091)
charges* ========================================================================
BASIC AND DILUTEDD EPS $ (.10) $ (.01) $ (0.08) $ (.01)
========================================================================
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING............................................ 43,454,222 31,955,226 41,392,310 31,955,226
</TABLE>
* Extraordinary charges: Approximately $4,385,000 in Simtek common stock for
purchase of intellectual property assets and investment banker consulting
services.
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<PAGE>
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.
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<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
November 14, 2000 By: /s/Douglas Mitchell
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DOUGLAS MITCHELL
Chief Executive Officer,
President and Chief Financial
Officer (acting)
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