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: May 5, 2005
Simtek Corporation
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-19027 84-1057605
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
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(Address of Principal Executive Office)
(719) 531-9444
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(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 1.01 Entry into a Material Definitive Agreement.
On May 5, 2005, Simtek Corporation (the "Company") closed a Share Purchase
Agreement for a $4 million private placement of 6,740,816 shares of the
Company's common stock with Cypress Semiconductor Corporation ("Cypress") and a
Development and Production Agreement with Cypress to jointly develop a
0.13-micron Silicon-Oxide-Nitride-Oxide-Silicon (SONOS) nonvolatile memory
process. The Company and Cypress also entered into an Escrow Agreement pursuant
to which the Company deposited $3 million into an escrow account in order to
support and make certain payments for the 0.13-micron process and product
developments. Cypress also received a warrant to purchase 5,055,612 shares of
the Company's common stock at $0.7772 per share with a term of 10 years. The
Company has granted to Cypress certain registration rights with respect to the
shares issued under the Share Purchase Agreement and the shares issuable upon
exercise of the warrant. A copy of the press release announcing the transaction
is included herewith and attached as Exhibit 99.1. A copy of the Share Purchase
Agreement, the Development and Production Agreement, the Escrow Agreement, the
Stock Purchase Warrant and the Registration Rights Agreement entered into in
connection with the transaction are included herewith and attached as Exhibit
99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
On May 5, 2005, the Company sold 6,740,816 shares of the Company's common
stock to Cypress and issued a warrant to Cypress to purchase 5,055,612 shares of
the Company's common stock at $0.7772 per share with a term of 10 years. The
aggregate offering price for the common stock and the warrant in the transaction
was $4 million. The issuance of the common stock and the warrant are 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.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press release of the Company, dated May 6, 2005, titled
"Simtek Announces $4.0 Million Common Stock Investment by
Cypress to Co-Develop Advanced Nonvolatile Memory
Technology".
99.2 Share Purchase Agreement, dated May 4, 2005, by and between
the Company and Cypress.
99.3 Development and Production Agreement, dated May 4, 2005, by
and between the Company and Cypress.
99.4 Escrow Agreement, dated May 4, 2005, by and among the
Company, Cypress and U.S. Bank, National Association.
99.5 Stock Purchase Warrant, dated May 4, 2005, from the Company
to Cypress.
99.6 Registration Rights Agreement, dated May 4, 2005, by and
between the Company and Cypress.
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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/ HAROLD BLOMQUIST
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Harold Blomquist, Chairman of the Board
May 9, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release of the Company, dated May 6, 2005, titled
"Simtek Announces $4.0 Million Common Stock Investment by
Cypress to Co-Develop Advanced Nonvolatile Memory
Technology".
99.2 Share Purchase Agreement, dated May 4, 2005, by and between
the Company and Cypress.
99.3 Development and Production Agreement, dated May 4, 2005, by
and between the Company and Cypress.
99.4 Escrow Agreement, dated May 4, 2005, by and among the
Company, Cypress and U.S. Bank, National Association.
99.5 Stock Purchase Warrant, dated May 4, 2005, from the Company
to Cypress.
99.6 Registration Rights Agreement, dated May 4, 2005, by and
between the Company and Cypress.
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