SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

     INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
     13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

                               (Amendment No.  )*

                              Simtek Corporation
                            ------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                          ----------------------------
                         (Title of Class of Securities)

                                    829204106
                                  ------------
                                 (CUSIP Number)

                               October 12, 2004
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ]  Rule 13d-1(b)

     [X]  Rule 13d-1(c)

     [ ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                  SCHEDULE 13G

CUSIP NO. 829204106                                                 Page 2 of 6
_____________________________________________________________________________
     NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
     Michael A. Roth and Brian J. Stark, as joint filers pursuant to
     Rule 13d-1(k)
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [X]
                                                                     (b) [ ]
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              0
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            4,127,967 shares of Common Stock (See Item 4)
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                4,127,967 shares of Common Stock (See Item 4)
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     4,127,967 shares of Common Stock (See Item 4)
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [X]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     6.6% (See Item 4)
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON

     IN
_____________________________________________________________________________

                                  SCHEDULE 13G

CUSIP NO. 829204106                                                 Page 3 of 6


Item 1(a).     Name of Issuer:

               Simtek Corporation (the "Issuer")

Item 1(b).     Address of Issuer's Principal Executive Offices:

               4250 Buckingham Drive, Suite 100
               Colorado Springs, CO 80907

Items 2(a),
(b) and (c).   Name of Persons Filing, Address of Principal Business Office and
               Citizenship:

               This Schedule 13G is being filed on behalf of Michael A. Roth and
               Brian J. Stark,  as joint filers  (collectively,  the  "Reporting
               Persons").

               The Reporting Persons have entered into a Joint Filing Agreement,
               a copy of which is filed  with this  Schedule  13G as  Exhibit 1,
               pursuant to which the Reporting  Persons have agreed to file this
               Schedule 13G jointly in  accordance  with the  provisions of Rule
               13d-1(k) of the Securities Exchange Act of 1934, as amended.

               The principal  business  office of the Reporting  Persons is 3600
               South Lake Drive, St. Francis,  WI 53235.  The Reporting  Persons
               are citizens of the United States of America.

Item 2(d).     Title of Class of Securities:

               Common  Stock,  par value  $0.01 per share,  of the  Issuer  (the
               "Common Stock")

Item 2(e).     CUSIP Number:

               829204106

Item 3.        Not applicable

Item 4.        Ownership.

               (a)  Amount beneficially owned:

                    4,127,967 shares of Common Stock*

               (b)  Percent of class:

                    Based on  57,703,387  shares of Common  Stock of the  Issuer
                    outstanding  as of  August  3,  2004,  as  indicated  in the
                    Issuer's  Quarterly  Report on Form 10-QSB for the quarterly
                    period ended June 30, 2004,  and 5,159,959  shares of Common
                    Stock of the Issuer issued in  connection  with the Issuer's
                    private  placement  (as set  forth in the  Issuer's  current
                    report on Form 8-K,  dated October 12, 2004),  the Reporting
                    Persons   hold   approximately   6.6%*  of  the  issued  and
                    outstanding Common Stock of the Issuer.

               (c)  Number of shares to which such person has:

                    (i)  Sole power to vote or direct the vote: 0

                    (ii) Shared  power to vote or  direct  the  vote:  4,127,967
                         shares of Common Stock*

                    (iii)Sole power to dispose or to direct the  disposition of:
                         0

                    (iv) Shared  power to dispose  of or direct the  disposition
                         of: 4,127,967 shares of Common Stock*

               *The Reporting Persons beneficially own an aggregate of 4,127,967
               shares of Common Stock.  The foregoing amount of Common Stock and
               percentage  ownership represent the combined indirect holdings of
               Michael A. Roth and Brian J.  Stark.  The shares of Common  Stock
               reported in this Schedule 13G do not include  2,063,984 shares of
               Common Stock  issuable  upon the exercise of warrants held by the
               Reporting  Persons.  Such warrants held by the Reporting  Persons
               are subject to conversion  caps that preclude the holder  thereof
               from  utilizing  its exercise  rights to the extent that it would
               beneficially  own (determined in accordance with Section 13(d) of
               the  Securities  Exchange Act of 1934) in excess of 4.999% of the
               Common Stock, giving effect to such exercise.

               All of the foregoing  represents an aggregate of 4,127,967 shares
               of Common Stock held  directly by SF Capital  Partners  Ltd. ("SF
               Capital").  The  Reporting  Persons are the  Managing  Members of
               Stark Offshore Management, LLC ("Stark Offshore"),  which acts as
               investment manager and has sole power to direct the management of
               SF Capital. Through Stark Offshore, the Reporting Persons possess
               sole  voting  and  dispositive  power  over all of the  foregoing
               shares.  Therefore,  for the  purposes  of Rule  13d-3  under the
               Exchange  Act,  the  Reporting  Persons  may be  deemed to be the
               beneficial   owners  of,  but  hereby  disclaim  such  beneficial
               ownership of, the foregoing shares.

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable

Item 7.        Identification  and Classification of the Subsidiary Which
               Acquired the Security Being Reported By the Parent Holding
               Company.

               Not applicable

Item 8.        Identification and Classification of Members of the Group.

               Not applicable

Item 9.        Notice of Dissolution of a Group.

               Not applicable

Item 10.       Certification.

               By signing  below I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.



                                  SCHEDULE 13G
CUSIP NO. 829204106                                                 Page 5 of 6


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:   November 9, 2004


                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth

                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark







                                  SCHEDULE 13G

CUSIP NO. 131347106

                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended,  the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G  (including  amendments  thereto) with respect to
4,127,967  shares of Common Stock of Simtek  Corporation  and further agree that
this  Joint  Filing  Agreement  shall be  included  as an  exhibit to such joint
filings.

     The undersigned further agree that each party hereto is responsible for the
timely  filing of such  Schedule  13G and any  amendments  thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.

     IN WITNESS  WHEREOF,  the parties have executed this Joint Filing Agreement
on November 9, 2004.



                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth


                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark