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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: July 25, 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 8.01: Other Events
On March 24, 2006, Simtek Corporation ("Simtek") entered into a License and
Development Agreement with Cypress Semiconductor Corporation ("Cypress") as more
fully described on the Form 8-K filed by Simtek with the Securities and Exchange
Commission on March 30, 2006. Under the terms of the License and Development
Agreement, Cypress is required to make certain non-refundable advance royalty
payments to Simtek. In its financial statements filed on Form 10-Q for the three
months ended March 31, 2006, Simtek recorded the $2,000,000 advance royalty
payment received from Cypress on March 24, 2006 as $965,000 for the value of the
warrant issued to Cypress to purchase 10 million shares of common stock of
Simtek and the remaining $1,035,000 as unearned revenue on its consolidated
balance sheet. The Form 8-K filed by Simtek on March 30, 2006 and the Form 10-Q
filed by Simtek on May 15, 2006 set forth more details regarding the transaction
with Cypress.
Simtek has subsequently determined that it is appropriate to recognize the
non-refundable advance royalty payments under the License and Development
Agreement as royalty revenue upon receipt from Cypress. Simtek will therefore
restate its consolidated financial statements as of and for the three months
ended March 31, 2006. As a result, total revenue for the three months ended
March 31, 2006 will be reported as $5,778,000 ($1,035,000 more than the
$4,743,000 previously reported) and net loss for such three months period will
be reported as $901,000 (rather than the $1,936,000 as previously reported). In
addition, total liabilities are reduced from $8,430,000 (as reported) to
$7,395,000; accumulated deficit is reduced from $48,127,000 (as reported) to
$47,092,000; and, total shareholders' equity is increased from $2,008,000 (as
reported) to $3,043,000.
Simtek intends to promptly amend its Form 10-Q for the three months ended
March 31, 2006.
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 25, 2006