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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 4, 2006
Simtek Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 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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EXPLANATORY NOTE
On December 7, 2006, Simtek Corporation (the "Company") filed a Form 8-K
reporting a planned restatement of certain of its financial statements. The Form
8-K reported that information under "Item 8.01 - Other Events." This amendment
is being filed to report the previously disclosed information under "Item 4.02 -
Non-Reliance on Previously Issued Financial Statements."
Item 4.02 Non-Reliance on Previously Issued Financial Statements
As more fully described in Note 5 to the Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K filed on April 7, 2006 and
Note 6 to the Consolidated Financial Statements included in the Company's Form
10-K/A (Amendment No. 2) filed on December 11, 2006, both for the fiscal year
ended December 31, 2005, the Company sold 68,750,000 shares, pre-reverse split
(6,875,000 post-reverse split) of its common stock, subject to certain
registration rights set forth in the registration rights agreement dated
December 30, 2005. Management initially concluded that the net proceeds of
$10,332,000 ($8,459,000 received on December 30, 2005 and $1,873,000 received on
January 3, 2006) should be recorded as Temporary Equity due to the potential
penalties associated with the registration rights agreement and the application
of certain accounting rules in light of such penalties. In addition, on
September 21, 2006 the Company sold an additional 11,531,711 shares of common
stock, pre-reverse split (1,153,171 post-reverse split), subject to certain
registration rights set forth in the registration rights agreement dated
September 21, 2006, for net proceeds of $4,515,000. Management initially
concluded that the net proceeds of $4,515,000 should also be recorded as
Temporary Equity due to the potential penalties associated with the registration
rights agreement and the application of certain accounting rules in light of
such penalties. Management has subsequently determined that both of the
transactions should have been recorded in Shareholders' Equity.
The following tables reflect the amounts as previously reported and as restated
for each respective balance sheet date:
December 31, 2005
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As Reported As Restated
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(Amounts in Thousands)
Consolidated Balance Sheet:
Temporary Equity $ 8,459 $ -
Common Stock $ 782 $ 1,470
Additional paid-in capital $ 48,282 $ 56,053
Total shareholders' equity $ 2,860 $ 11,319
March 31, 2006
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As Reported As Restated
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(Amounts in Thousands)
Consolidated Balance Sheet:
Temporary Equity $ 10,332 $ -
Common Stock $ 782 $ 1,470
Additional paid-in capital $ 49,366 $ 59,010
Total shareholders' equity $ 3,043 $ 13,375
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June 30, 2006
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As Reported As Restated
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(Amounts in Thousands)
Consolidated Balance Sheet:
Temporary Equity $ 10,332 $ -
Common Stock $ 786 $ 1,474
Additional paid-in capital $ 50,187 $ 59,831
Total shareholders' equity $ 2,490 $ 12,822
September 30, 2006
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As Reported As Restated
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(Amounts in Thousands)
Consolidated Balance Sheet:
Temporary Equity $ 14,847 $ -
Common Stock $ 1 $ 2
Additional paid-in capital $ 51,430 $ 66,276
Total shareholders' equity $ 2,715 $ 17,562
On December 11, 2006, Simtek filed amendments to its Form 10-K for the year
ended December 31, 2005 and its Forms 10-Q for each of the three months ended
March 31, 2006, June 30, 2006 and September 30, 2006 (the "Amendments"). The
financial statements for each of the respective periods was restated in the
Amendments. As a result of these restatements, management has determined, as of
December 11, 2006, the date the Amended forms were filed, that the financial
statements contained in its initially-filed Form 10-K and Forms 10-Q for these
periods may no longer be relied upon. Management has discussed with the
Company's independent accountant the matters leading to these restatements.
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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/Brian Alleman
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Brian Alleman, Chief Financial Officer
December 29, 2006
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