UNITED STATES
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: May 4, 2005
Simtek Corporation
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-19027 84-1057605
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
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(Address of Principal Executive Office)
(719) 531-9444
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
On May 4, 2005, Simtek Corporation (the "Company") accelerated the vesting of
certain unvested and out-of-the money non-qualified stock options with an
exercise price per share greater than $0.62. Options to purchase approximately
1.7 million shares of the Company's common stock are now exercisable. All other
terms and conditions applicable to outstanding stock option grants, including
the exercise prices and number of shares subject to the accelerated options,
were unchanged. The stock option agreements with respect to the accelerated
options will be amended accordingly. Options held by non-employee directors were
excluded from the vesting acceleration. A copy of the Company's press release
announcing the acceleration of certain stock options is included herewith and
attached as Exhibit 99.1.
Under the recently revised Financial Accounting Standards Board Statement No.
123, "Share-Based Payment," the Company will apply the expense recognition
provisions relating to stock options beginning in the first quarter of 2006. As
a result of the acceleration, the Company expects to reduce the stock option
expense it otherwise would be required to record by approximately $506,000 in
2006, $215,000 in 2007, and $14,000 in 2008 on a pre-tax basis.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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99.1 Press release of the Company dated May 10, 2005, titled
"Simtek Corporation Accelerates Vesting
for Stock Options"
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This current report
on Form 8-K and the press release attached as an exhibit hereto contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks,
trends, and uncertainties. In particular, statements made in this report and the
press release that are not historical facts (including but not limited to
expectations, estimates, assumptions and projections regarding financial and tax
issues) may be forward-looking statements. Actual results could differ
materially from the results projected, expressed or implied by these
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed from time to time
in the Company's filings with the Securities and Exchange Commission. Many of
these risk factors are outside of the Company's control, and as such, they
involve risks which are not currently known to the Company that could cause
actual results to differ materially from those discussed or implied herein. The
forward-looking statements in this document are made as of the date hereof and
the Company does not undertake to update its forward-looking statements.
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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/Harold Blomquist
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Harold Blomquist, President and Chief Executive
Officer
May 12, 2005
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release of the Company dated May 10, 2005, titled
"Simtek Corporation Accelerates Vesting for Stock Options"
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