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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: June 28, 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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Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2005, Simtek Corporation (the "Simtek"), along with Simtek's
wholly-owned subsidiary, Q-DOT, Inc., entered into a waiver letter (the
"Waiver") with Renaissance Capital Growth & Income Fund III, Inc., Renaissance
US Growth Investment Trust PLC, BFS US Special Opportunities Trust PLC
(collectively, the "RENN Capital Parties") with respect to the 7.50% Convertible
Debentures issued by Simtek to the RENN Capital Parties on June 28, 2002 in the
aggregate principal amount of $3,000,000 (the "Debentures").
Under the Debentures, Simtek was obligated to begin making mandatory
principal redemption installments to the RENN Capital Parties on June 28, 2005
and every month thereafter in the amount of $10 per $1,000 of the then remaining
outstanding principal amount. As a result of the Waiver, however, the RENN
Capital Parties waived the requirement that Simtek begin making mandatory
principal redemption installments on June 28, 2005 (and monthly thereafter) and
instead agreed that Simtek will begin making such installments on July 1, 2006
and every month thereafter in the amount of $13.33 per $1,000 of the then
remaining outstanding principal amount.
In exchange for the Waiver, Simtek issued to the RENN Capital Parties
warrants to purchase 200,000 shares of Simtek's common stock at $0.50 per share
with an exercise period of 5 years.
A copy of Simtek's press release announcing the Waiver is included herewith
and attached as Exhibit 99.1. A copy of the Waiver is included herewith and
attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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99.1 Press release of Simtek, dated July 5, 2005, titled
"Simtek Announces Restructuring of Debenture with
RENN Capital to Strengthen Company Finances and
Support for New Management Team".
99.2 Waiver Letter, dated June 28, 2005, by and among
Simtek, Q-DOT, Inc. and the RENN Capital Parties.
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 Simtek's filings with the Securities and Exchange Commission. Many of these
risk factors are outside of Simtek's control, and as such, they involve risks
which are not currently known to Simtek 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 Simtek does not
undertake to update its forward-looking 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
July 5, 2005
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release of Simtek, dated July 5, 2005, titled "Simtek
Announces Restructuring of Debenture with RENN Capital to
Strengthen Company Finances and Support for New Management
Team".
99.2 Waiver Letter, dated June 28, 2005, by and among Simtek,
Q-DOT, Inc. and the RENN Capital Parties.