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 17, 2005
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 7.01. Regulation FD
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Press release of Simtek Corporation (the "Company"),
dated March 17, 2005, Simtek Reports 2004 Fourth
Quarter and Year End Financial Results.
Item 9.01. Financial Statements and Exhibits.
On March 17, 2005, the Company issued a press release updating investors
for 2004 fourth quarter and year end financial results. A copy of the press
release is included herewith as Exhibit 99.1.
LIMITATION ON INCORPORATION BY REFERENCE. In accordance with General
Instruction B.6 of Form 8-K, the information furnished in this Item 9 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.
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 M. Mitchell
--------------------------
Douglas M. Mitchell
Chief Executive Officer, President and
Chief Financial Officer (acting)
March 17, 2005
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release of Simtek Corporation (the "Company"),
dated March 17, 2005, Simtek Reports 2004 Fourth Quarter
and Year End Financial Results.
4