SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2003 Simtek Corporation (Exact name of registrant as specified in its charter) Colorado 0-19027 84-1057605 ----------------- ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 4250 Buckingham Dr. #100 Colorado Springs, CO 80907 (Address and zip code of principal executive offices) (719) 531-9444 (Registrant's telephone number, including area code) Item 5: Other Information and Required FD Disclosure ---------------------------------------------------- Simtek Corporation released the following press release dated November 13, 2003, titled "Simtek Announces Third Quarter Financial Results": SIMTEK REPORTS THIRD QUARTER FINANCIAL RESULTS COLORADO SPRINGS, Colorado - November 13, 2003 -- Simtek Corporation (OTCBB: SRAM), a global provider of advanced nonvolatile semiconductor memory products, today reported financial results for its third quarter and nine-month period ended September 30, 2003. Net revenue for the third quarter increased 9% to $3.4 million from $3.1 million in the same quarter a year ago. The Company reported a net loss of $513,000, or 1 cent per share, for the quarter versus a net loss of $43,000, or less than 1 cent per share, in the third quarter of 2002. On a sequential basis, net loss was reduced by 43% from the second quarter loss of $895,000. This improvement was attributable to lower manufacturing costs resulting from better product yields and a shift in mix to higher value industrial and military grade products. Gross margins in the third quarter improved nearly four points to 32.7% compared with 28.8% in the second quarter. In addition, total operating expenses, benefitting from a reduction in design, research and development costs, declined to $1.6 million in the third quarter from $1.8 million the second quarter. For the nine-month period net revenue was $10.8 million, up from $10.7 million in the comparable period a year ago. Net loss through nine months increased to $2.0 million, or 4 cents per share, versus $710,000, or 1 cent per share, for the same period of 2002. At September 30, Simtek had $2.1 million in cash, cash equivalents and restricted cash. That balance was augmented on November 7 when the Company closed a $1.5 million equity financing designed to strengthen the balance sheet in preparation for meeting anticipated demand for its new 1 Mbit nvSRAM family of products. "As projected, Simtek achieved significant improvements in product margins and operating expenses in the third quarter, although revenue was sequentially flat," said Douglas Mitchell, president and CEO. "Our operating results continue to show modest improvements in unit demand from major customers despite continued sluggishness in the overall semiconductor market. With ongoing programs to improve our product costs and operating efficiencies, we expect current product lines to show bottom line improvements over the next two quarters. "Our 0.25 micron 1 Mbit nvSRAM product development has now transitioned to the customer sampling phase, resulting in 54 potential customers currently evaluating and designing with parts in hand," Mitchell continued. "Feedback during this process has been very good, with programs on schedule to start ramping into production. We remain very optimistic that this new product family, along with its derivative value-added-memory members, will increase our served market dramatically and result in new, growing revenue streams beginning in 2004." 2 SUMMARY STATEMENT OF OPERATIONS Three Months Ended Sep 30, Nine Months Ended Sep 30, ----------------------------- ---------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- unaudited unaudited unaudited unaudited NET SALES............................................... $ 3,422,039 $ 3,146,887 $10,777,139 $10,670,620 Cost of sales...................................... 2,303,117 1,620,408 7,223,644 6,237,559 -------------------------------------------------------------------- GROSS MARGIN............................................ 1,118,922 1,526,479 3,553,495 4,433,061 OPERATING EXPENSES: Design, research and development................... 985,755 980,108 3,468,898 3,250,226 Administrative..................................... 216,749 188,304 692,647 581,700 Marketing.......................................... 380,105 353,000 1,200,432 1,258,517 -------------------------------------------------------------------- Total Operating Expenses......................... 1,582,609 1,521,412 5,361,977 5,090,443 NET LOSS FROM OPERATIONS................................ (463,687) 5,067 (1,808,482) (657,382) --------------------------------------------------------------------- OTHER INCOME (EXPENSE).................................. (49,455) (47,913) (158,048) (52,832) --------------------------------------------------------------------- NET LOSS BEFORE TAXES................................... (513,142) (42,846) (1,966,530) (710,214) Provision for income taxes...................... - - - - -------------------------------------------------------------------- NET LOSS .............................................. $ (513,142) $ (42,846) $(1,966,530) $ (710,214) ==================================================================== BASIC AND DILUTED EPS................................... $ (.01) $ * $ (.04) $ (.01) ==================================================================== DILUTIVE SHARES OUTSTANDING............................. 54,648,069 54,203,686 54,510,142 54,114,625 SUMMARY BALANCE SHEET ASSETS September 30, 2003 December 31, 2002 ------- ------------------- ----------------- CURRENT ASSETS: unaudited Cash and cash equivalents............................................... $ 1,769,200 $ 3,127,732 Certificate of deposit, restricted...................................... 300,000 300,000 Accounts receivable - trade, net........................................ 1,637,304 2,309,965 Inventory, net ......................................................... 1,752,275 1,608,242 Prepaid expenses and other.............................................. 130,776 239,507 -------------------------------- Total current assets................................................ 5,589,555 7,585,446 EQUIPMENT AND FURNITURE, net............................................... 930,277 725,888 DEFERRED FINANCING COSTS................................................... 95,429 107,877 OTHER ASSETS............................................................... 64,545 87,839 -------------------------------- TOTAL ASSETS............................................................... $ 6,679,806 $ 8,507,050 ================================ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable ....................................................... $ 697,596 $ 1,087,947 Accrued expenses, wages, vacation....................................... 648,441 495,923 Debentures.............................................................. 3,000,000 - Line of Credit.......................................................... 250,000 - Deferred Revenue........................................................ - 40,500 Obligation under capital leases......................................... 152,668 132,485 -------------------------------- Total current liabilities........................................... 4,748,705 1,756,855 NOTES PAYABLE.............................................................. 5,000 10,000 DEBENTURES................................................................. - 3,000,000 OBLIGATION UNDER CAPITAL LEASES............................................ 78,245 76,512 -------------------------------- Total liabilities................................................... 4,831,950 4,843,367 SHAREHOLDER'S EQUITY....................................................... 1,847,856 3,663,683 -------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................ $ 6,679,806 $ 8,507,050 ================================ 3 Simtek Corporation produces fast, re-programmable, nonvolatile semiconductor memory products. Information on Simtek products can be obtained from its web site: www.simtek.com; email: info@simtek.com; 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 Company's future growth. These forward-looking statements are inherently difficult to predict and involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, projections of future performance including predictions of future profitability; expectations of the business environment in which Simtek operates; current and anticipated increased demand for our products; the level and timing of orders that we receive and that we can deliver in a specified period; levels of inventories at our distributors and other customers; inventory mix and timing of customer orders; the success of cost-reduction efforts; our timely introduction and the market acceptance of new technologies and products; maintaining or improving our level of product shipments; our ability to obtain any required financing in a timely manner; and factors not directly related to Simtek, such as competitive pressures on pricing, market conditions in general, competition, technological progression, product obsolescence, and the changing needs of potential customers and the semiconductor industry in general; and current political conditions and negative trends in the global economy. For a detailed discussion of these and other risk factors, please refer to Simtek's filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-KSB and subsequent filings. You can obtain copies of Simtek's Forms 10-KSB, 10-QSB, 8-K, and any other documents at no charge at the SEC's website (www.sec.gov) or from commercial document retrieval services. The financial information in this press release and the attached financials are unaudited and have been prepared from the books and records of the company with the omission of certain information and disclosures normally included in financial statements. Please refer to Simtek's filings on Forms 10-KSB and 10-QSB and other filings with the SEC for complete information. Contact: Simtek Corporation 719-531-9444 info@simtek.com 4 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 November 14, 2003 By: /s/Douglas Mitchell -------------------------------------------- Douglas Mitchell Chief Executive Officer, President and Chief Financial Officer (acting) 5