SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) March 22, 2001
SIMTEK CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-19027 84-1057605
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1465 Kelly Johnson Boulevard
Colorado Springs, Colorado 80920
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (719) 531-9444
Not applicable
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Former name or former address, if changed since last report
Item 2: Acquisition or disposition of assets
On March 13, 2001 Q-DOT Group, Inc. ("Q-DOT") merged with and into the
Company. The Company issued 5,171,731 shares of its common stock to the
stockholders of Q-DOT. The purchase price was based upon the average of the
session ending per share market price of the Company's common stock for the 20
trading days immediately before the closing date. Such average price was $0.7734
per share. Through its wholly-owned subsidiary, Q-DOT, Inc. ("QI"), Q-DOT
specialized in advanced technology research and development for data
acquisition, signal processing, imaging and data communications. QI's projects
have been supported by conventional government and commercial contracts in
addition to Small Business Innovation Research (SBIR) contracts. QI will be
operated as a wholly-owned subsidiary of the Company for its government contract
research and development operations. Douglas Mitchell, the President, Chief
Executive Officer and a director of the Company owned 2,513 shares of Q-DOT
common stock (entitling him to 44,386 shares of Simtek common stock pursuant to
the merger) and served as a member of Q-DOT's board of directors. Mr. Mitchell
abstained from the vote of our board of directors with respect to the approval
of the merger.
Item 7: Financial statements, proforma financial information and exhibits
a) Financial Statements - The financial statements of Q-Dot will be filed
by amendment.
b) Proforma financial information - The proforma financial information
will be filed by amendment.
c) 10.1 - Agreement and Plan of Merger among Simtek Corporation, and
Q-DOT Group, Inc. and Q-DOT, Inc.
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 and hereunto duly authorized.
SIMTEK CORPORATION
March 22, 2001 By: /s/Douglas Mitchell
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DOUGLAS MITCHELL
Chief Executive Officer
President and Chief Financial
Officer (acting)