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: November 4, 2004
Simtek Corporation
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 0-19027 84-1057605
----------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
---------------------------------------
(Address of Principal Executive Office)
(719) 531-9444
----------------------------------------------------
(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 4, 2004, Simtek Corporation (the "Company") issued a press
release to report its financial results for the quarter and the nine-month
period ended September 30, 2004, as well as to report certain production
developments. A copy of the press release is furnished herewith as Exhibit 99.1.
LIMITATION ON INCORPORATION BY REFERENCE. In accordance with General
Instruction B.2 of Form 8-K, the information furnished in this Item 2.02,
including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set
forth by specific reference in such a filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Except for historical
information contained in the press release attached as an exhibit hereto, the
press release contains forward-looking statements which involve certain risks
and uncertainties that could cause actual results to differ materially from
those expressed or implied by these statements. Please refer to the cautionary
note in the press release regarding these forward-looking statements. This
information has been, or in the future may be, included in reliance on the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Press release of the Company, dated November 4,
2004, titled "Simtek Reports Third Quarter Results."
2
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/Douglas Mitchell
--------------------------------------
Douglas M. Mitchell
Chief Executive Officer, President and
Chief Financial Officer (acting)
November 4, 2004
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release of the Company, dated November 4, 2004,
titled "Simtek eports Third Quarter Results."
4