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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: December 7, 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 December 7, 2005, Simtek Corporation ("Simtek") announced that it
entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with
Zentrum Mikroelektronik Dresden AG, a stock corporation organized under the laws
of Germany ("ZMD"), whereby, upon the closing (which is subject to Simtek
obtaining the necessary financing, among other customary closing conditions),
Simtek would purchase from ZMD its finished nonvolatile static random access
memory (nvSRAM) product inventory and intellectual property assets and licenses
related to ZMD's nvSRAM product line. The purchase price will be $10 million
(subject to certain adjustments as described in the Asset Purchase Agreement),
$8 million of which shall be paid in cash and $2 million of which shall be paid
in shares of Simtek common stock, valued at approximately $0.3195 per share (the
volume weighted average price of the common stock for the 60 trading days prior
to the execution date of the Asset Purchase Agreement). Upon the closing, the
parties would also enter into the following agreements (the form of each of
which is attached as an exhibit to the Asset Purchase Agreement: (a) a License
Agreement whereby ZMD would assign its rights in certain patents devoted to
nvSRAM to Simtek and Simtek would license to ZMD the right to use Simtek's
silicon-oxide-nitride-oxide-silicon (SONOS)-based nvSRAM technology for embedded
functions in ZMD's non-competing mixed signal and analog Application Specific
Integrated Circuit (ASIC), System on Chip (SoC) and Application Specific
Standard Product (ASSP) products; (b) an Escrow Agreement whereby the parties
would escrow a portion of the purchase price for six months from the closing to
secure payment of certain indemnification obligations that may arise on the part
of ZMD; (c) a Non-Competition and Non-Solicitation Agreement whereby, for a
period of five years from the closing, ZMD would be prohibited from competing
with certain of Simtek's products and from hiring employees of Simtek in certain
situations; and (d) a Registration Rights Agreement whereby Simtek would agree
to register for resale, subject to certain limitations, the shares issued to ZMD
pursuant to the Asset Purchase Agreement. A copy of the press release announcing
the transaction is included herewith and attached as Exhibit 99.1. A copy of the
Asset Purchase Agreement is included herewith and attached as Exhibit 99.2.
On June 1, 1994, ZMD and Simtek entered into that certain Product License
Development and Support Agreement (regarding joint development of certain
products by Simtek and ZMD and the licensing of certain products and
intellectual property from Simtek to ZMD), and thereafter entered into certain
Cooperation Agreements functioning as amendments thereto, all of which
agreements will be confirmed as terminated (to the extent not already
terminated) upon the closing of the Asset Purchase Agreement.
The description of the transaction described in this report does not
purport to be complete and is qualified in its entirety by reference to the
Asset Purchase Agreement (and the exhibits thereto). The Asset Purchase
Agreement (and the exhibits thereto) are included to provide investors and
security holders with information regarding their terms. They are not intended
to provide any other factual information about Simtek or ZMD. The Asset Purchase
Agreement contains representations and warranties the parties thereto made to
and solely for the benefit of each other. The assertions embodied in those
representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with signing
the Asset Purchase Agreement. Accordingly, investors and security holders should
not rely on the representations and warranties as characterizations of the
actual state of facts, since they were only made as of the date of the Asset
Purchase Agreement and are modified in important part by the underlying
disclosure schedules. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Asset Purchase
Agreement, which subsequent information may or may not be fully reflected in
Simtek's public disclosures.
Item 3.02 Unregistered Sales of Equity Securities.
Upon the closing of the Asset Purchase Agreement, Simtek would issue to ZMD
6,260,713 shares of Simtek common stock (subject to certain adjustments as
described in the Asset Purchase Agreement) as partial payment for the purchase
of certain assets and other benefits described in the Asset Purchase Agreement
(and the exhibits thereto). The issuance of the common stock is exempt from
registration pursuant to Rules 506 and 901 promulgated under, and Section 4(2)
of, the Securities Act of 1933, as amended, as ZMD is an accredited investor,
there was no general solicitation and ZMD had access to material information of
Simtek.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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99.1 Press release of Simtek, dated December 7, 2005,
titled "Simtek to Acquire the Assets of the nvSRAM
Product Line From ZMD For Cash and Stock".
99.2 Asset Purchase Agreement, dated December 7, 2005,
by and between Simtek and ZMD.
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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/ BRIAN ALLEMAN
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Brian Alleman, Chief Financial Officer
December 13, 2005
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release of Simtek, dated December 7, 2005, titled
"Simtek to Acquire the Assets of the nvSRAM Product Line
From ZMD For Cash and Stock".
99.2 Asset Purchase Agreement, dated December 7, 2005, by and
between Simtek and ZMD.