Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
SIMTEK CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6 (i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SIMTEK CORPORATION
4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(719) 531-9444
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October 28, 2003
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September 13, 2003
To the Shareholders of Simtek Corporation:
The special meeting of shareholders (including any adjournment thereof, the
"Special Meeting") of Simtek Corporation, a Colorado Corporation (the "Company)
will be held at 9:00 a.m., local time, on Tuesday, October 28, 2003, at the
Radisson Inn North, 8110 N. Academy Blvd., Colorado Springs, Colorado 80920, for
the following purposes:
1. To ratify the selection of Hein + Associates LLP, independent
auditors, as auditors of the Company for the year ending December 31,
2003; and
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on September 12, 2003
will be entitled to vote at the Special Meeting.
YOU ARE INVITED TO ATTEND THE SPECIAL MEETING, BUT WHETHER OR NOT YOU PLAN
TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
/s/Donald Carrigan
Donald Carrigan
Secretary
Colorado Springs, Colorado
August 29, 2003
SIMTEK CORPORATION
4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(719) 531-9444
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PROXY STATEMENT
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The accompanying proxy is being solicited by the board of directors (the
"Board") of Simtek Corporation, a Colorado Corporation (the "Company") for use
at the Company's special meeting of shareholders (including any adjournment
thereof, the "Special Meeting"). The Special Meeting will be held at 9:00 a.m.,
local time, Tuesday, October 28, 2003, at the Radisson Inn North, 8110 N.
Academy Blvd., Colorado Springs, Colorado 80920. Any person giving a proxy has
the right to revoke the proxy at any time before it is voted by giving written
notice to the Secretary of the Company. The Company will bear the cost of
preparing and mailing proxy materials as well as the cost of soliciting proxies.
This proxy statement and accompanying form of proxy are first being mailed to
shareholders on or about September 15, 2003. In addition to solicitation by
mail, employees or representatives of the Company may personally solicit
proxies. Such persons will receive no additional compensation for such work.
At the close of business on August 21, 2003, the Company had 54,653,731
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), outstanding and entitled to vote. Only shareholders of record at the
close of business on September 12, 2003 will be entitled to vote. The holders of
shares of Common Stock are entitled to one vote per share on each matter that
properly comes before the Special Meeting. The affirmative vote of a majority of
the shares of Common Stock represented in person or by proxy at the Special
Meeting will be required to approve a proposal. According to Colorado law and
the Company's articles of incorporation and bylaws, abstentions and broker
non-votes will be treated as present for purposes of determining whether a
quorum exists, and will be treated as votes against for purposes of approving a
proposal.
Unless otherwise specified, the shares of Common Stock represented by the
accompanying form of proxy, properly executed and returned, will be voted FOR
the proposals as described below. As to any other matters that may properly come
before the Special Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their best judgment. Votes will be
tabulated by Continental Stock Transfer & Trust Company, the Company's transfer
agent for the Common Stock.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting is
necessary to constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding ownership of our
common stock as of August 21, 2003, by each person who is known by us to
beneficially own more than five percent of our common stock, by each director,
by each executive officer named in the summary compensation table included in
our Annual Report on Form 10-KSB and by all directors and executive officers as
a group. Shares issuable within sixty days upon the exercise of options or
conversion of promissory notes are deemed outstanding for the purpose of
computing the percentage ownership of persons beneficially owning such options
or holding such notes but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person. To the best of our
knowledge, the persons listed below have sole voting and investment power with
respect to the shares indicated as owned by them subject to community property
laws where applicable and the information contained in the notes to the table.
1
Name and Amount and Nature
Address of of Beneficial Percent of
Beneficial Owner Ownership Class
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Hugh Norman Chapman 3,122,017 (1) 4.73%
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
Douglas M. Mitchell 998,275 (2) 1.51%
205 Ridge Dr.
Woodland Park, CO 80863
Klaus C. Wiemer 165,000 (3) *
5705 Archer Court
Dallas, TX 75252
Robert H. Keeley 100,000 (4) *
P. O. Box 25599
Silverthorne, CO 80497
John D. Heightley 100,000 (5) *
1275 Log Hollow Point
Colorado Springs, CO 80906
Thomas E. Linnenbrink 1,047,461 (6) 1.59%
1457 Smoochers Circle
Colorado Springs, CO 80904
Harold A. Blomquist 70,000 (7) *
13625 Antelope Station
Poway, CA 92064
Donald G. Carrigan 181,611 (8) *
425 Scrub Oak Circle
Monument, CO 80132
David W. Still 165,278 (9) *
4250 Buckingham Dr. Suite 100
Colorado Springs, CO 80907
Robert C. Pearson 15,000 (10) *
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203
Renaissance Capital Group (11) 11,615,384 (12) 17.58%
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203
All officers and directors as a group
(9 persons) 14,458,009 (13) 21.88%
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* Less than one percent.
2
(1) Represents 2,884,100 shares of our common stock that Mr. Chapman received
upon our acquiring Integrated Logic Systems, Inc. and includes 237,917
shares issuable upon exercise of options.
(2) Represents 44,386 shares of our common stock that Mr. Mitchell acquired
through our acquisition of Q-DOT Group, Inc., 20,000 shares of our common
stock that Mr. Mitchell personally owns and includes 933,889 shares
issuable upon exercise of options.
(3) Represents 75,000 shares of our common stock that Mr. Wiemer acquired upon
the exercise of 75,000 options and includes 90,000 shares issuable upon
exercise of options.
(4) Includes 90,000 shares issuable upon exercise of options. Includes 10,000
shares of our common stock held by Mr. Keeley's wife, Sandra D. Keeley. Mr.
Keeley disclaims beneficial ownership of these shares.
(5) Includes 100,000 shares issuable upon exercise of options.
(6) Represents 894,128 shares of our common stock that Mr. Linnenbrink acquired
through our acquisition of Q-DOT and includes 153,333 shares issuable upon
exercise of options.
(7) Includes 70,000 shares issuable upon exercise of options.
(8) Represents 500 shares of our common stock that Mr. Carrigan personally owns
and includes 181,111 shares issuable upon exercise of options.
(9) Includes 165,278 shares issuable upon exercise of options.
(10) Includes 15,000 shares issuable upon exercise of options.
(11) Pursuant to the Convertible Loan Agreement, dated as of June 28, 2002, by
and among the Company, Renaissance Capital Growth and Income Fund III,
Inc., Renaissance US Growth & Income Trust, PLC and BFS US Special
Opportunities Trust, PLC., and Renaissance Capital Group, Inc., Renaissance
Capital Group, Inc. has the right to designate a nominee to serve as a
member of the Board. Mr. Robert C. Pearson currently serves on the Board as
such nominee.
(12) Assumes conversion, at a conversion price of $.312 per share, of all
debentures issued to affiliates of Renaissance Capital Group, Inc.
(13) Includes 1,798,611 shares issuable upon exercise of options; includes
9,615,384 shares issuable upon conversion of debentures held by Renaissance
Capital Group Inc.
PROPOSAL 1 - APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
Hein + Associates LLP served as the Company's principal accountants for the
fiscal year ended December 31, 2002, and the Board has selected Hein +
Associates LLP as the Company's principal accountants for the 2003 fiscal year.
Management of the Company does not expect representatives of Hein + Associates
LLP to be present at the special meeting.
3
Audit Fees
The Company was billed an aggregate of approximately $62,000 in fees for
professional services rendered during the fiscal year ended December 31, 2002 in
connection with the audit of the Company's consolidated financial statements for
such fiscal year and the reviews of the financial statements included in the
Company's Forms 10-QSB for such fiscal year.
Financial Information Systems Design and Implementation Fees
During the year ended December 31, 2002, Hein + Associates LLP did not
provide or bill the Company for any services related to the design and
implementation of financial information systems.
All Other Fees
Hein + Associates LLP billed the Company an aggregate of approximately
$11,000 in fees for other services rendered to the Company for the fiscal year
ended December 31, 2002, primarily related to tax compliance.
The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION
OF HEIN + ASSOCIATES LLP, INDEPENDENT AUDITORS, AS AUDITORS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2003.
SHAREHOLDER PROPOSALS
Shareholder proposals intended for presentation at the Company's next
Shareholder meeting must be received by the Company at its principal office in
Colorado Springs, Colorado not later than January 31, 2004.
4
PROXY
Simtek Corporation
4250 Buckingham Dr. #100, Colorado Springs, CO 80907
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Douglas Mitchell and Donald Carrigan and each
of them individually, the proxies of the undersigned, with full power of
substitution, to vote, at the Special Meeting of Shareholders of Simtek
Corporation (the "Company") to be held October 28, 2003 and all adjournments
thereof, all shares of Common Stock of the Company held of record by the
undersigned as of September 12, 2003 as follows:
1. RATIFICATION OF SELECTION OF AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies appointed hereby are authorized to vote upon
such other business as may properly come before the meeting. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is indicated, this Proxy will be voted FOR Proposal
1 above.
DATED: , 2003
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(Signature)
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(Signature)
NOTE: Please sign in the same manner as
name(s) appear below. Joint owners should
both sign. Fiduciaries, attorneys, corporate
officers, etc. should indicate their capacities.