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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: March 24, 2006
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 March 24, 2006, Simtek Corporation (the "Company") entered into a
License and Development Agreement with Cypress Semiconductor Corporation
("Cypress") pursuant to which, among other things, Cypress agreed to license
certain intellectual property from the Company to develop and manufacture
standard, custom and embedded nvSRAM products, Cypress and the Company agreed to
co-develop certain nvSRAM products and Cypress has agreed to pay to the Company
$4 million in pre-paid royalties. Under the License and Development Agreement,
the Company has issued (or will issue upon certain payments by Cypress at June
30, 2006 and December 31, 2006) three separate warrants to Cypress granting
Cypress the right to purchase a total of 20 million shares of the Company's
common stock, at an exercise price per share of $0.75 with a term of 10 years
each. The Company and Cypress amended and restated that certain Registration
Rights Agreement, dated May 4, 2005, between such parties in order to grant
Cypress certain registration rights with respect to the shares issuable upon
exercise of the warrants. A copy of the press release announcing the transaction
is included herewith and attached as Exhibit 99.1. A copy of the License and
Development Agreement and the Amended and Restated Registration Rights Agreement
are included herewith and attached as Exhibit 99.2 and Exhibit 99.3,
respectively.
As previously disclosed, the Company and Cypress are currently jointly
developing a 0.13-micron Silicon-Oxide-Nitride-Oxide-Silicon (SONOS) nonvolatile
memory process pursuant to that certain Development and Production Agreement,
dated May 4, 2005, between such parties. Incident to the Development and
Production Agreement, Cypress previously purchased, for $4 million, 6,740,816
shares of the Company's common stock, and the Company granted a warrant to
Cypress to purchase 5,055,612 shares of the Company's common stock at an
exercise price of $0.7772 per share with a term of 10 years. As previously
disclosed, the Company deposited $3 million of the $4 million purchase price
into an escrow account in order to support and make certain payments for the
0.13-micron SONOS process and developments. In addition, the Company previously
granted to Cypress certain registration rights with respect to the 6,740,816
shares and the 5,055,612 warrants.
Item 3.02 Unregistered Sales of Equity Securities.
On March 24, 2006, the Company issued (or entered into an agreement to
issue upon certain payments by Cypress at June 30, 2006 and December 31, 2006)
three separate warrants to Cypress granting Cypress the right to purchase a
total of 20 million shares of the Company's common stock, at an exercise price
per share of $0.75 with a term of 10 years each. The aggregate amount of
consideration received by the Company for the warrants was certain pre-paid
royalties and certain of Cypress' obligations under the License and Development
Agreement. The issuance of the warrants is exempt from registration pursuant to
Rule 506 promulgated under, and Section 4(2) of, the Securities Act of 1933, as
amended, as Cypress is an accredited investor, there was no general solicitation
and Cypress had access to material information of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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10.1 License and Development Agreement, dated March 24,
2006, by and between the Company and Cypress.
10.2 Amended and Restated Registration Rights Agreement,
dated March 24, 2006, by and between the Company and
Cypress.
99.1 Press release of the Company, dated March 30, 2006,
titled "Cypress and Simtek to Expand Technology
Agreement".
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
March 30, 2006
EXHIBIT INDEX
Exhibit Number Description
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10.1 License and Development Agreement, dated March 24, 2006,
by and between the Company and Cypress.
10.2 Amended and Restated Registration Rights Agreement, dated
March 24, 2006, by and between the Company and Cypress.
99.1 Press release of the Company, dated March 30, 2006, titled
"Cypress and Simtek to Expand Technology Agreement".