UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 6)*
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)
January 16, 2001
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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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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).
Page 1 of 4 Pages
There are no Exhibits.
Page 2 of 4 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)
Not applicable
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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 500,000
by Each Reporting --------------------------------------------
Person 8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
500,000
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
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14. TYPE OF REPORTING PERSON
OO (reporting person is a GmbH)
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Page 3 of 4 Pages
Amendment No. 6 to Schedule 13D
-------------------------------
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"), by Amendment No. 2 , filed on March 27, 2000 ("Amendment
No. 2"), by Amendment No. 3, filed on March 31, 2000 ("Amendment No. 3"), by
Amendment No. 4, filed on July 5, 2000 ("Amendment No. 4"), and by Amendment No.
5, filed on November 27, 2000 ("Amendment No. 5"), 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, Amendment No. 2, Amendment No.
3, Amendment No. 4. and Amendment No. 5.
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), as amended by
Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, are
hereby amended and restated as follows, and the remainder of Item 4 as reflected
in Amendment No. 1 remains in effect:
Between November 27, 2000 and January 16, 2001, ZMD disposed of 540,000
shares of Simtek Common Stock. Based on 48,942,163 shares of Simtek Common Stock
outstanding according to Simtek's Form 10-QSB filed November 14, 2000, ZMD
ceased to be the beneficial owner of more than 5% of Simtek's Common Stock on or
about January 16, 2001. Between January 16, 2001 and the date of this Amendment
No. 6, ZMD has disposed of an additional 1,898,749 shares of Simtek Common
Stock.
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) As of the date of this Amendment No. 6, ZMD owns 500,000 shares of
Common Stock of Simtek, which is less than one percent of such class based on
53,684,245 shares of Common Stock outstanding as of August 10, 2001, according
to Simtek's Form 10-QSB filed August 14, 2001.
(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
Page 4 of 4 Pages
disposition of the shares of Common Stock.
(c) ZMD has not disposed of any shares of Simtek Common Stock in the
last 60 days.
(d) Not applicable.
(e) Based on 48,942,163 shares of Simtek Common Stock outstanding
according to Simtek's Form 10-QSB filed November 14, 2000, ZMD believes that it
ceased to be the beneficial owner of more than 5% of Simtek's Common Stock on or
about January 16, 2001.
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: Sept. 4, 2001 Zentrum Mikroelektronik Dresden GmbH
By: /s/ Detlef Golla
---------------------------------
Name: Detlef Golla
Title: Chief Executive Officer
By: /s/ Thilo von Selchow
---------------------------------
Name: Thilo von Selchow
Title: Chief Executive Officer
(Vorstandsvorsitzender)