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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 30, 2005
Simtek Corporation
(Exact Name of Registrant as Specified in Charter)
Colorado 0-19027 84-1057605
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification #)
4250 Buckingham Dr. #100, Colorado Springs, CO 80907
(Address of Principal Executive Office)
(719) 531-9444
(Registrant's telephone number, including area code)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
On December 30, 2005, Simtek Corporation ("Simtek") closed its acquisition
from Zentrum Mikroelektronik Dresden AG ("ZMD") of certain assets related to
ZMD's nvSRAM product line pursuant to a previously announced Asset Purchase
Agreement dated December 7, 2005. Simtek is filing this Amendment No. 1 to Form
8-K to provide the financial information required under Item 9.01 of Form 8-K.
On January 3, 2006, Simtek filed with the Securities and Exchange Commission the
Current Report on Form 8-K to which this amendment relates.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Attached as Exhibit 99.2 are the Report of Independent Registered
Public Accounting Firm, the audited Statements of Finished Goods Inventory as of
December 30, 2005 and December 31, 2004, the audited Statements of nvSRAM
Contribution for the period from January 1, 2005 to December 30, 2005 and for
the year ended December 30, 2004, and the Notes to Statements of ZMD. Exhibit
99.2 is incorporated by reference herein in its entirety. ZMD did not account
for the nvSRAM assets acquired as a complete business. Therefore, the financial
statements provided reflect the assets acquired at ZMD's cost basis as of the
applicable balance sheet dates and the nvSRAM revenues and all direct expenses
related to the nvSRAM assets.
(b) Pro Forma Financial Information.
Attached as Exhibit 99.3 are the unaudited pro forma combined
statements of operations for Simtek and the discussion of Simtek regarding the
pro forma combined financial statements. Exhibit 99.3 is incorporated by
reference herein in its entirety. The audited Consolidated Balance Sheet of
Simtek as of December 31, 2005, found on page 49 of Simtek's Annual Report
on Form 10-K for the year ended December 31, 2005, filed on April 7, 2006, is
incorporated herein by reference.
The unaudited pro forma combined statements of operations for Simtek
attached hereto are not necessarily indicative of the results that actually
would have been attained if the acquisition had been in effect on the dates
indicated or which may be attained in the future. Such statements should be read
in conjunction with the historical financial statements of Simtek.
(d) Exhibits.
Exhibit Number Description
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99.2 Report of Independent Registered Public Accounting
Firm, audited Statements of Finished Goods Inventory
as of December 30, 2005 and December 31, 2004,
audited Statements of nvSRAM Contribution for the
period from January 1, 2005 to December 30, 2005 and
for the year ended December 30, 2004, and Notes to
Statements of ZMD.
99.3 Unaudited pro forma combined statements of operations
for Simtek and discussion regarding pro forma
combined financial statements.
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 hereunto duly authorized.
SIMTEK CORPORATION
By: /S/ BRIAN ALLEMAN
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Brian Alleman, Chief Financial Officer
April 6, 2006
EXHIBIT INDEX
Exhibit
Number Description
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99.2 Report of Independent Registered Public Accounting Firm,
audited Statements of Finished Goods Inventory as of
December 30, 2005 and December 31, 2004, audited Statements
of nvSRAM Contribution for the period from January 1, 2005
to December 30, 2005 and for the year ended December 30,
2004, and Notes to Statements of ZMD.
99.3 Unaudited pro forma combined statements of operations for
Simtek and discussion regarding pro forma combined financial
statements.