As filed with the Securities and Exchange Commission on July 2, 2001
Registration 333-60492
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
AMENDMENT NO. 2 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SIMTEK CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1057605
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(719) 531-9444
(Address, including zip code, and telephone number,
including area code, of Principal Executive Offices)
----------
Douglas M. Mitchell
Chief Executive Officer, President and Chief Financial Officer (acting)
Simtek Corporation
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(719) 531-9444
(Name, address, including zip code and telephone
number, including area code, of agent for service)
Copies to:
Garth B. Jensen, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, CO 80203
(303) 861-7000
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement.
-------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
---------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class of securities to be Amount to be offering price per aggregate Amount of
registered registered share offering price Registration Fee
---------------------------------------- ------------- ------------------ -------------- ----------------
Common stock (par value $.01 per 1,810,123 $0.51(1) $923,163 $244(2)
share)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act on the basis
of the average of the high and low sale prices of the common stock on June
27, 2001, as reported on the OTC Bulletin Board.
(2) Pursuant to Rule 429, the registration fee does not include $296 paid with
respect to 1,810,123 shares, that are being carried forward from
Registration Statement No. 333-60492.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8 (a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities nor does it seek an offer to
buy these securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED JULY 2, 2001
PROSPECTUS
1,810,123 Shares
SIMTEK CORPORATION
Common stock
----------
This prospectus is being used to register 1,810,123 shares of Simtek
Corporation's common stock being offered by twenty-nine of our shareholders.
Our common stock is traded on the OTC Bulletin Board under the symbol
"SRAM." On June 28, 2001, the closing sale price of our common stock was $0.51
per share.
---------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE BUYING OUR STOCK.
--------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is ________, 2001.
--------------------
TABLE OF CONTENTS
Summary..................................................................... 3
Risk Factors................................................................ 4
Use of Proceeds............................................................. 10
Capitalization.............................................................. 10
Market for our Common Stock and Related Secondary Holder Matters............ 11
Selected Financial Data..................................................... 12
Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 13
Business.................................................................... 21
Management.................................................................. 30
Security Ownership.......................................................... 33
Selling Shareholders........................................................ 35
Specific relationships and Related Transactions............................. 37
Description of Securities................................................... 38
Plan of Distribution........................................................ 38
Legal Matters............................................................... 39
Experts ................................................................... 39
Available Information....................................................... 40
Index of Financial Statements............................................... F-1
2
SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND DOES
NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. PLEASE
CAREFULLY READ THE ENTIRE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY
REFERENCE.
INFORMATION ABOUT US AND OUR BUSINESS
We develop, market and subcontract the production of nonvolatile
semiconductor memories and programmed semiconductor logic products.
Nonvolatility prevents loss of programs and data when electrical power is
removed. Our memory products feature fast data access and programming speeds.
Our logic products route electronic signals to perform tasks in specific
electronic systems. All of our products are targeted for use in commercial
electronic equipment markets. These markets are industrial control systems,
office automation, medical instrumentation, telecommunication systems, cable
television, and numerous military systems, including communications, radar,
sonar and smart weapons.
Our principal executive office is located at 4250 Buckingham Dr. #100;
Colorado Springs, Colorado 80907. Our telephone number is 719-531-9444.
THE SHARES
We are registering 1,810,123 shares of our common stock being offered for
sale by twenty-nine of our shareholders.
We will not receive any of the proceeds of the shares being sold by our
shareholders.
SUMMARY FINANCIAL INFORMATION
Year Ended December 31, Three Months Ended March 31,
--------------------------- ----------------------------
2000 1999 2001 2000
---- ---- ----- ----
Statement of Operations Data:
Net revenues.............................. $14,467,814 $11,168,624 $4,331,721 $3,826,027
Total expenses............................ 17,904,616 11,124,982 4,877,584 3,240,363
Operating income (loss)................... (3,436,802) 43,642 (545,863) 585,664
Income (loss) before taxes................ (3,540,342) (90,526) (514,564) 576,147
Net income (loss)......................... $(3,540,342) $ (122,926) $ (514,564) $ 538,147
Net income (loss) per share:
Basic................................ $ (.07) $ * $ (.01) $ .01
=========== =========== ========== ==========
Diluted.............................. $ * $ * $ (.01) $ .01
=========== =========== ========== ==========
* Less than $.01 per share.
Year Ended Three Months Ended
December 31, 2000 March 31, 2001
----------------- ------------------
Balance Sheet Data:
Cash and cash equivalents................................... $2,853,769 $2,615,626
Working capital............................................. 4,776,540 4,166,926
Total assets................................................ 8,018,418 8,636,268
Shareholders' equity........................................ 5,654,638 5,136,066
3
RISK FACTORS
You should consider carefully the following risk factors, as well as the
other information in this prospectus before buying our shares. The semiconductor
industry is changing rapidly. Therefore, the forward-looking statements and
statements of expectations, plans and intent in this prospectus are subject to a
greater degree of risk than similar statements regarding some other industries.
OUR LIMITED OPERATING CAPITAL AND OUR ABILITY TO RAISE ADDITIONAL MONEY MAY HARM
OUR ABILITY TO DEVELOP AND MARKET OUR PRODUCTS
To date, we have required significant capital for product development,
subcontracted production and marketing. From the time we started business
through March 31, 2001, we have raised approximately $32.1 million of gross
proceeds from the sale of our convertible debt and equity securities. During the
same period, we earned approximately $10.1 million of gross revenue from the
sale of product and technology licenses, approximately $55.0 million from net
product sales and approximately $600,000 in royalty income.
We believe that if we are able to increase our product sales substantially
and with positive gross margins, our cash requirements for the development,
subcontracted production and marketing of our existing product families will be
satisfied. We are not sure, however, whether this increase in product sales and
positive gross margins will occur. We may need more capital in the next year and
after that to develop new products. We are not sure that we will be able to
raise more capital on reasonable terms, if at all. If we cannot, then we may not
be able to develop and market new products. The development, subcontracted
production and marketing of our existing products may also suffer.
WE MAY EXPERIENCE OPERATING LOSSES IN THE NEXT SEVERAL YEARS
We began business in 1987. Through March 31, 2001, we had accumulated
losses of approximately $33.0 million. We realized net income for the first time
for the year ended December 31, 1997 and continued to realize net income through
June 30, 2000. However, through March 31, 2001, we realized a net loss primarily
as a result of accounting charges from the purchase of incomplete research and
development in September 2000. We may continue to experience net operating
losses for the foreseeable future. Continuing net operating losses could
materially harm our results of operations and increase our need for additional
capital in the future. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
BECAUSE OUR INCOME IS DEPENDENT ON NUMEROUS FACTORS BEYOND OUR CONTROL, OUR
INCOME MAY SUFFER IN THE FUTURE
Our ability to realize income depends on many factors, some of which we
cannot control. These factors include market acceptance of our products and the
prices that we are able to charge, our ability to reduce our costs on products
sold to the commercial and military markets and our subcontractors' ability to
manufacture our products to our specifications and costs effectively. These
factors may harm our income in the future.
BECAUSE OUR COMMON STOCK IS LISTED ONLY ON THE OTC ELECTRONIC BULLETIN BOARD IT
WILL BE MORE DIFFICULT TO SELL OUR COMMON STOCK
Our common stock is listed on the OTC Electronic Bulletin Board under the
symbol "SRAM." Our common stock was listed on the NASDAQ Small-Cap Market until
July 18, 1995 but because we no longer met NASDAQ's listing requirements, we
transferred to the OTC Electronic Bulletin Board as mandated by NASDAQ rules. We
may not be able to meet the requirements for relisting our common stock on
NASDAQ in the near future or in the longer term.
Securities that are not listed on the NASDAQ Small-Cap Market are subject
to a Securities and Exchange Commission rule that imposes special requirements
on broker-dealers who sell those securities to persons other than their
established customers and accredited investors. The broker-dealer must determine
4
that the security is suitable for the purchaser and must obtain the purchaser's
written consent prior to the sale. These requirements may make it difficult for
broker-dealers to sell our securities. This may also make it more difficult for
our security holders to sell their securities and may affect our ability to
raise more capital.
IF OUR BOARD OF DIRECTORS AUTHORIZES THE ISSUANCE OF PREFERRED STOCK, HOLDERS OF
OUR COMMON STOCK COULD BE DILUTED AND HARMED
Our board of directors has the authority to issue up to 2,000,000 shares of
preferred stock in one or more series and to establish the preferred stock's
voting powers, preferences and other rights and qualifications without any
further vote or action by the shareholders. The issuance of preferred stock by
our board of directors could dilute and harm the rights of the holders of our
common stock. It could potentially be used to discourage attempts by others to
obtain control of us through merger, tender offer, proxy contest or otherwise by
making such attempts more difficult to achieve or more costly. Our board of
directors has no specific intention to issue shares of preferred stock, but
given our present capital requirements, it is possible that we may need to raise
capital through the sale of preferred stock in the future.
SINCE WE DEPEND GREATLY ON SUBCONTRACTORS, THEIR POOR PERFORMANCE COULD HURT OUR
OPERATIONS
We subcontract the silicon wafer processing, product assembly, and product
testing portions of our business to independent companies. Our operating results
depend on these subcontractors' ability to supply us with silicon wafers that
meet our specifications and to assemble and test enough of our products to meet
our customers' needs.
In September 1995, we entered into an agreement with Zentrum
Mikroelektronik Dresden GmbH, or "ZMD," a German company that allowed us to
purchase nonvolatile semiconductor memories, produced on a 0.8 micron technology
process, which is manufactured with spacing between design elements of
approximately eight-tenths of one millionth of one meter, from ZMD's foundry. We
purchased these units from ZMD's foundry through the first half of 1998 and then
transferred all of our manufacturing to products built from the wafers purchased
from Chartered Semiconductor Manufacturing Plc. of Singapore, or "Chartered."
Currently, we depend on Chartered to manufacture all of our silicon wafers
that support our memory products produced on a 0.8 micron technology process .
Sales of our logic products are supported with silicon wafers purchased from
United Memories Corp. of Taiwan, or "United Memories," manufactured on a 0.5
micron technology process, which is manufactured with spacing between design
elements of approximately five-tenths of one millionth of one meter, and
Chartered on a 0.35 micron technology process, which is manufactured with
spacing between design elements of approximately thirty five hundredths of one
millionth of one meter. These wafers are the raw materials required to
manufacture our semiconductor products. Without these wafers, we would be unable
to sell our products. If Chartered or United Memories is unable to meet our
silicon wafer needs on time and at a price that we find acceptable, we would
have to find other wafer manufacturers. If we cannot find other suppliers,
manufacturers or assemblers on acceptable terms, we may not be profitable. In
addition, our subcontractors must be audited and recertified by us on a regular
basis for us to continue to produce military-qualified products. We cannot
assure you that we will be able to complete this recertification successfully or
in a timely manner.
WE DO NOT HAVE A CURRENT MANUFACTURING AGREEMENT WITH CHARTERED WHICH MAY LIMIT
OUR ABILITY TO PURCHASE RAW MATERIALS
Our current manufacturing agreement with Chartered has expired. Under our
old agreement, we had the right to purchase up to 600 six-inch silicon wafers
per month from Chartered's facility in Singapore. If we are unable to renew our
agreement with Chartered or the limit on wafers that we can purchase is not
increased, we may be limited in the number of semiconductors that we can sell.
All of our product sales for the year ended December 31, 2000 were based on
wafers purchased from Chartered and United Memories.
5
THE COMPLEXITY INVOLVED IN MANUFACTURING SEMICONDUCTORS MAY REDUCE THE QUANTITY
OF PRODUCTS THAT OUR SUBCONTRACTORS CAN PRODUCE AND HARM OUR REVENUES
Through subcontractors, we manufacture nonvolatile semiconductor memories
and programmed semiconductor logic products. We purchase the silicon wafers that
form the basis of our products from manufacturers such as Chartered.
Semiconductor manufacturing is very complex and our success in manufacturing
semiconductors depends on many factors that are difficult or impossible to
control. For example, successful manufacturing is affected by the level of
contaminates in the manufacturing environment, impurities in the materials used
and the performance of our equipment. These complex factors could reduce the
number of semiconductors that our subcontractors are able to make in a
production run. If our subcontractors produce fewer of our products, our
revenues may decline.
THE UNCERTAINTY INVOLVED IN MANUFACTURING SEMICONDUCTORS MAY INCREASE THE COSTS
OF MANUFACTURING OUR PRODUCTS AND REDUCE OUR PROFITS
In order for us to be profitable, we must keep our manufacturing costs
down. Semiconductor manufacturing depends on many factors beyond our control.
See "The Complexity Involved in Manufacturing Semiconductors May Reduce the
Quantity of Products That Our Subcontractors Can Produce And Harm Our Revenues."
These factors could increase the cost of manufacturing our products and decrease
our profits.
DELAYS IN MANUFACTURING MAY NEGATIVELY IMPACT REVENUE AND NET INCOME
It takes approximately three months for us to manufacture our
semiconductors. Any delays in receiving silicon wafers will delay our ability to
deliver our products to customers. This would delay sales revenue and could
cause our customers to cancel existing orders or not place future orders. In
addition, if we are not able to make all of our planned semiconductors in a
production run this could delay delivery of our products. If our semiconductors
have technical problems, we could be required to write off inventory or grant
warranty replacements. These delays or technical problems could occur at any
time and would affect our net income.
WE DEPEND ON INDEPENDENT SALES REPRESENTATIVES AND DISTRIBUTORS TO SELL OUR
PRODUCTS AND THE TERMINATION OF ANY OF THESE RELATIONSHIPS MAY HARM OUR REVENUE
We use independent sales representatives and distributors to sell the
majority of our products. The agreements with these sales representatives and
distributors can be terminated without cause by either party with only 30 to 90
days written notice. If one or more of our sales representatives or distributors
terminates our relationship, we may not be able to find replacement sales
representatives and distributors on acceptable terms or at all. This would
affect our profitability. In addition, during 2000, approximately 47% of our
product sales were to two distributors and one direct customer. We are not sure
that we will be able to maintain our relationship with these distributors.
OUR SOURCES OF REVENUE ARE LIMITED BECAUSE WE DO NOT EXPECT TO REALIZE ANY NEW
LICENSE REVENUES
We received approximately $10,100,000 in license revenues prior to 1996
under license agreements. We have not sold any new licenses, or received any
license revenues, since 1996. We are not sure whether we will be able to sell
any more product or technology licenses in the future and we do not anticipate
any future revenue from license agreements.
DELAYS IN OR FAILURE OF PRODUCT QUALIFICATION MAY HARM OUR BUSINESS
Prior to selling a product, we must establish that it meets expected
performance and reliability standards. As part of this testing process, known as
product qualification, representative samples of products are subjected to a
variety of tests to ensure that performance in accordance with commercial,
industrial and military specifications. Delays or failure by us to accomplish
product qualification for our future products will have an adverse effect on us.
Even with successful initial product qualifications, we cannot be assured that
we will be able to maintain product qualification or achieve sufficient sales to
meet our operating requirements.
6
SINCE THE SEMICONDUCTOR INDUSTRY IS FAST CHANGING, OUR SUCCESS DEPENDS ON OUR
ABILITY TO INTRODUCE NEW PRODUCTS
Our success in the semiconductor industry depends in part upon our ability
to expand our existing product families and to develop and market new products.
See "The Semiconductor Industry Changes Very Rapidly and Our Business Would be
Harmed if We Cannot Keep Up with These Changes." The development of new
semiconductor designs and technologies typically requires substantial costs for
research and development. Even if we are able to develop new products, the
success of each new product depends on several factors including whether we
selected the proper product and our ability to introduce it at the right time,
whether the product is able to achieve acceptable production yields and whether
the market accepts the new product. We have not determined whether we will be
successful in developing new products or whether any products that we do develop
will satisfy the above factors.
OUR RECENT PURCHASE OF INCOMPLETE RESEARCH AND DEVELOPMENT MAY RESULT IN
SIGNIFICANT EXPENDITURES
In an effort to expand our products, we recently acquired incomplete
research and development products from WebGear, Inc., or "WebGear," a California
corporation. We believe that the incomplete research and development we acquired
should enable us to enter the wireless data communication market being developed
under the "Bluetooth" trademark. "Bluetooth" is a new industry standard for
wireless data communication developed by a consortium of electronic industry
partners. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Results of Operations." If this technology is successful
in establishing wide spread use it may create sales opportunities for component
suppliers. We expect to spend approximately $750,000 to bring products to this
wireless market. However, we cannot assure you that we will be able, or have
sufficient operating capital, to enter this market. See "Our Limited Operating
Capital and Our Ability to Raise Money May Harm Our Ability to Develop and
Market Our Products."
THE SEMICONDUCTOR INDUSTRY CHANGES VERY RAPIDLY AND OUR BUSINESS WOULD BE HARMED
IF WE CANNOT KEEP UP WITH THESE CHANGES
The semiconductor industry is characterized by rapid changes in technology
and product obsolescence, volatile market patterns, price erosion, product
oversupply, occasional shortages of materials, variations in manufacturing
efficiencies and significant costs associated with capital equipment and product
development. We are unable to determine whether the technology we currently use
will be made obsolete by other competing memory technologies. Any one or more of
these factors could have a material effect on our financial results.
THE INTENSE COMPETITION IN THE SEMICONDUCTOR INDUSTRY MAY CAUSE US TO LOSE SALES
REVENUE TO OTHER SUPPLIERS
There is intense competition in the semiconductor industry. We experience
competition from a number of domestic and foreign companies, most of which have
significantly greater financial, technical, manufacturing and marketing
resources than we have. Our competitors include major corporations with
worldwide silicon wafer fabrication facilities and circuit production facilities
and diverse, established product lines. We also compete with emerging companies
attempting to obtain a share of the market for our product families. If any of
our new products achieve market acceptance, other companies may sell competitive
products at prices below ours. This would have an adverse effect on our
operating results. We have sold product and technology licenses to Plessey
Semiconductor, or "Plessey," Nippon Steel Corp., or "Nippon," and ZMD. Plessey,
Nippon and ZMD have unlimited rights to much of our technology through their
license agreements with us and have fulfilled all license and royalty payment
requirements under these licenses. At this time Plessey and Nippon have not
begun producing our products; however, they may choose to do so in the future.
ZMD has entered the market, however, and may become one of our significant
competitors.
GIVEN THE SCARCITY OF TRAINED PERSONNEL IN THE SEMICONDUCTOR INDUSTRY, THE LOSS
OF KEY EMPLOYEES COULD MATERIALLY AFFECT OUR FINANCIAL RESULTS
Our success depends in large part on our ability to attract and retain
qualified technical and management personnel. There are limited personnel
trained in the semiconductor industry resulting in intense competition for these
7
personnel. If we lose any of our key personnel, this could have a material
adverse affect on our ability to conduct our business and on our financial
results.
OUR PATENTS MAY NOT PROVIDE US EFFECTIVE INTELLECTUAL PROPERTY PROTECTION; THIS
COULD HARM OUR BUSINESS
We have been issued twenty- five U.S. patents relating to specific aspects
of our current products and we have four applications pending. We have also
applied outside the U.S. for patents on our technology. We plan to continue to
protect our intellectual property. We are not sure that any of the patents for
which we have applied will issue or, if issued, will provide us with meaningful
protection from competition. We may also not have the money required to maintain
or enforce our patent rights. Notwithstanding our patents, other companies may
obtain patents similar or relating to our patents. We have not determined
whether our products are free from patent infringement.
IF OUR PRODUCTS AND TECHNOLOGY INFRINGE ON THIRD PARTY PATENTS, OUR PRODUCT
SALES MAY SUFFER
If patent infringement claims are asserted against us and are upheld, we
will try to modify our products so they are non-infringing. If we are unable to
do so, we will have to obtain a license to sell those products or stop selling
the products for which the claims are asserted. We may not be able to obtain the
required licenses. Any successful infringement claim against us, our failure to
obtain any required license or requirement for us to stop selling any of our
products, may force us to discontinue production and shipment of these products.
This may result in reduced product sales and harm our revenues.
We were notified of possible patent infringement by one company in December
of 1989. After reviewing the related patents we responded in the same month with
a position that our products were still under development, but that the analysis
revealed no infringement. There was no further response from this company. In
January of 1991 a second company sent us a package of nonvolatile memory and
other memory patents for review to evaluate for any possible infringement and to
seek licenses as appropriate. Our internal evaluation determined that there were
no obvious infringements requiring the pursuit of licenses from this company. In
both cases we believe that there are no definitive claims for infringement
against our products, so no further actions have been taken, although there has
not been direct recognition of this position by the other parties. However, we
cannot assure you that these companies will not assert patent infringement
claims against us in the future.
In 1998, we received notice of a claim for an unspecified amount from a
foundation that owns approximately 180 patents and 70 pending applications. The
foundation claimed that some of the machines and processes used in the building
of our semiconductor devices infringe on the foundation's patents. In April
1999, we reached an agreement with the foundation for us to purchase a
nonexclusive license of the foundation's patents, based on our product offerings
and sales forecast at that time. If our products or actual sales revenue vary
significantly from the time of the agreement, we may be subject to additional
payments.
BECAUSE WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, YOUR
INVESTMENT RETURN MAY BE LIMITED
We have never paid cash dividends on our common stock. We do not expect to
pay dividends in the foreseeable future. We intend to use any earnings to
finance growth. You should not expect to receive dividends on your shares of
common stock.
OUR FAILURE TO HOLD ANNUAL SHAREHOLDERS' MEETINGS TO RE-ELECT OFFICERS LIMITS
OUR SHAREHOLDERS' CONTROL OVER MANAGEMENT
Since 1991, we have held only three annual shareholders' meetings. The lack
of additional meetings is primarily due to the costs associated with having the
meetings. At this time, we are unsure of when our next meeting will be. The
infrequent annual shareholders' meetings limits the ability of shareholders to
elect new members to the board of directors and to change our management.
8
FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS MAY INCREASE OUR COSTS, LOWER OUR
REVENUES AND CAUSE LOSS OF CUSTOMERS TO OUR COMPETITORS
We purchase materials, including silicon wafers, from abroad. In 2000, over
57% of our sales were to customers located outside of the United States. We
operate using U.S. dollars as the functional currency. Changes in foreign
currency exchange rates can reduce our revenues and increase our costs. For
example, Chartered may increase the prices it charges us, on a per purchase
order basis, for silicon wafers if the U.S. dollar weakens. Any large exchange
rate fluctuation could affect our ability to compete with manufacturers who
operate using foreign currencies. We do not try to reduce our exposure to these
exchange rate risks by using hedging transactions. Although we have not had any
material losses due to exchange rate fluctuations over the last three years, we
cannot assure you that we will not incur significant losses in the future.
9
USE OF PROCEEDS
We will receive no proceeds from the sale of shares by our shareholders.
CAPITALIZATION
The following table shows our capitalization at June 21, 2001.
Treasury stock, 10,000 shares $ (12,504)
Preferred stock, $1.00 par value, 2,000,000 shares authorized, none issued and outstanding 0
Common stock, $0.01 par value, 80,000,000 shares authorized, 53,684,245 issued and
outstanding 536,842
Additional paid in capital 37,503,880
Accumulated deficit as of March 31, 2001 (32,892,152)
-------------
Shareholders' equity $ 5,136,066
=============
10
MARKET FOR OUR COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Our common stock is listed on the OTC Electronic Bulletin Board under the
symbol SRAM. Securities not included in the NASDAQ Small-CAP Market are covered
by the Commission rule that imposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities, which will have an
adverse effect on the ability of our security holders to sell their securities
and the possibility of our ability to raise additional capital.
Shown below is the closing high bid and the closing low offer as reported
by the OTC Electronic Bulletin Board on the last day of the quarter.
Common Stock
--------------------
High Bid Low Bid
-------- -------
1998
First Quarter....................................... .4062 .3594
Second Quarter...................................... .3594 .3125
Third Quarter....................................... .2344 .2188
Fourth Quarter...................................... .1562 .1406
1999
First Quarter....................................... .1875 .1875
Second Quarter...................................... .2188 .2031
Third Quarter....................................... .1562 .1562
Fourth Quarter...................................... .2812 .2656
2000
First Quarter....................................... 2.875 2.25
Second Quarter...................................... 1.5313 1.375
Third Quarter....................................... .9688 .8438
Fourth Quarter...................................... .3594 .2969
2001
First Quarter....................................... .7344 .6562
Second Quarter (through June 28, 2001).............. .52 .49
The quotations listed above reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
As of December 31, 2000, there were 379 shareholders of record, not
including shareholders who beneficially own common stock held in nominee or
"street name."
We have not paid any dividends on our common stock since inception and we
do not intend to pay any in the foreseeable future.
11
SELECTED FINANCIAL DATA
The statements of operations for the years ended December 31, 2000 and 1999
and the balance sheet data as of December 31, 2000 have been derived from the
financial statements that have been audited by Hein + Associates, LLP, or
"Hein," independent auditors. The balance sheet as of March 31, 2001 and the
statements of operations for the three months ended March 31, 2001 and 2000 are
unaudited. In our opinion, these financial statements include all adjustments
necessary for the fair presentation of the financial position as of March 31,
2001 and statements of operations for the three months ended March 31, 2001 and
2000. The balance sheet as of March 31, 2001 and the statements of operations
for the three months ended March 31, 2001 and 2000 were prepared on a consistent
basis with our year end financial information. The balance sheet as of December
31, 2000 has been audited by Hein + Associates, LLP. This financial data should
be read in conjunction with our financial statements and the notes thereto
included elsewhere in this prospectus and "Management's Discussion and Analysis
of Results of Operations and Financial Condition."
For the Years Ended December 31, Three months Ended March 31,
-------------------------------- ------------------------------
Statement of Operations Data: 2000 1999 2001 2000
---- ---- ---- ----
Net Sales....................................... $14,467,814 $11,168,624 $ 4,331,721 $ 3,826,027
Cost of Sales................................... 8,423,529 6,172,643 3,096,555 2,128,721
----------- ----------- ----------- -----------
Gross Margin.................................... 6,044,285 4,995,981 1,235,166 1,697,306
Operating Expenses:
Design, research and development........... 6,158,189 2,240,273 660,074 623,465
Administrative............................. 2,152,593 1,793,424 704,103 213,285
Marketing.................................. 1,170,305 918,642 416,852 274,892
----------- ----------- ----------- -----------
Total Operating Expenses............... 9,481,087 4,952,339 1,781,029 1,111,642
Other income (expense), net..................... 91,122 (81,654) 31,299 (9,517)
Equity in losses of QDA and write off of related
advances..................................... (194,662) (52,514) - -
----------- ----------- ----------- -----------
Net income (loss) before taxes.................. (3,540,342) (90,526) $ (514,564) $ 576,147
Provision for income taxes................. - 32,400 - 38,000
----------- ----------- ----------- -----------
Net income (loss)............................... $(3,540,342) $ (122,926) $ (514,564) $ 538,147
=========== =========== =========== ===========
Net income (loss) per common share:
Diluted.................................... $ (.07) $ * $ (.01) $ (.01)
Basic...................................... $ * $ * $ (.01) $ (.01)
Weighted average common shares outstanding:....
Basic..................................... 48,337,167 38,345,697 53,651,952 41,472,635
========== =========== =========== ===========
Diluted................................... 48,337,167 38,345,697 53,651,912 44,848,779
========== =========== =========== ===========
* Less than $.01 per share.
Year Ended Three Months Ended
December 31, 2000 March 31, 2001
----------------- ------------------
Balance Sheet Data:
Working capital............................................. $4,776,540 $4,166,926
Total assets................................................ 8,018,418 8,636,268
Shareholders' equity........................................ $5,654,638 $5,136,066
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW OF ACQUISITIONS AND OTHER TRANSACTIONS
During 2000 and the first quarter of 2001, we made several acquisitions of
high technology companies, some of which we have accounted for as a pooling of
interests.
On May 9, 2000, we acquired Integrated Logic Systems, Inc., or "Integrated
Logic." We issued 3,000,000 shares of our common stock in exchange for all
outstanding shares of all classes of Integrated Logic stock. Integrated Logic
designs and sells programmed semiconductor logic products. We purchased
approximately $30,000 of product from Integrated Logic in the year preceding the
acquisition. The acquisition was accounted for as a pooling of interest, and the
results of Integrated Logic have been consolidated with ours, as if we have been
merged throughout the periods presented.
On June 16, 2000, we acquired 1,875,000 shares of the common stock of
WebGear in return for 1,250,000 shares of our common stock. On September 29,
2000, we purchased incomplete research and development, patents and trademarks
from WebGear. The original contract price for the incomplete research and
development totaled 1,875,000 shares of WebGear stock plus 3,400,000 shares of
our common stock of which 500,000 were held in escrow based on WebGear
fulfilling all obligations under the contract. In December 2000, WebGear
defaulted on the one condition of the contract, thus forcing them to relinquish
the 500,000 escrow shares of our common stock which reduced the shares issued to
2,900,000 of our common stock.
On July 31, 2000, we acquired Macrotech Semiconductor, or "Macrotech." We
issued 1,250,000 shares of our common stock in exchange for all outstanding
shares of all classes of Macrotech stock. Macrotech designs and sells programmed
semiconductor logic products, which are an extension of the programmed
semiconductor logic products that Integrated Logic manufactures. The acquisition
was accounted for as a pooling of interest, and the results of Macrotech have
been consolidated with ours, as if we have been merged throughout the periods
presented.
On September 14, 2000, we entered into a one-year contract with two
investment bankers, E.B.M. Associates, Inc., or "E.B.M.," and World Trade
Partners, or "WTP." Each company has received 500,000 shares of our common
stock. Both companies will assist us in broadening our financial market presence
and establishing new relationships within the industry, investment community and
financial media, by arranging meetings for our management with industry
analysts, presenting company profiles to analysts and brokerage firms, mailings
and constant personal communication with investors. E.B.M. supports these
activities primarily in retail investment markets, while WTP supports these
activities primarily in institutional markets. E.B.M. and WTP cooperate to
coordinate their activities. On September 14, 2000, the closing share price for
our common stock was $ 1.0312 per share and accordingly $1,031,000 has been
assigned to prepaid investor relations. The cost associated with this
transaction is being amortized over the life of the contract. Approximately
$301,000 was expensed in 2000. The balance will be expensed over the term of the
contract, ending in the third quarter of 2001.
On September 29, 2000, we purchased incomplete research and development,
patents and trademarks from WebGear. The incomplete research and development
consists of hardware and software developed for wireless data communications,
that needs to be modified for use with the Bluetooth technology standard. See
"Risk Factors-Our Recent Purchase of Incomplete Research and Development May
Result in Significant Expenditures." We originally issued 3,400,000 shares of
our common stock which was amended in December 2000 to 2,900,000. We also
returned to WebGear the 1,875,000 shares of WebGear common stock that we
acquired from WebGear on June 16, 2000. On September 29, 2000, the closing price
of our common stock was $0.8438 per share. We have valued the purchased patents
and trademarks at $125,000, which was capitalized and recorded as intangible
assets. We have valued the incomplete research and development acquired from
WebGear at $3,962,646, which was expensed immediately.
On December 6, 2000, we signed a letter of intent to acquire Q-DOT Group,
Inc., or "Q-DOT." The merger was completed on March 13, 2001. We acquired Q-DOT
in exchange for approximately 5,172,000 shares of our common stock, valued at
$4,000,000 based on a twenty day average share closing price of approximately
$0.77. Q- DOT specializes in advanced technology research and development for
13
data acquisition, signal processing, imaging and data communications. The
company's projects have been supported by "conventional" government and
commercial contracts in addition to government contacts sponsored by the Small
Business Innovation Research program. Independent government agencies, such as
the Department of the Army, Department of the Navy and Department of the Air
Force may award contracts directly, or "conventionally," or may award contracts
through the Small Business Innovation Research program. The Small Business
Innovation Research program is a Department of Defense program that funds
early-stage research projects at small technology companies. Q-DOT operates as a
wholly owned subsidiary of us for its government contract research and
development operations. The acquisition was accounted for as a pooling of
interest, and the results of Q-DOT are consolidated with ours in our financials
as if we have been merged throughout the periods.
We believe that earnings will increase due to increased shipment volumes of
our semiconductor products which we believe will result in lower costs based on
volume purchasing of raw materials and subcontract services.
RESULTS OF OPERATIONS
GENERAL. We have designed and developed nonvolatile semiconductor products
since we commenced business operations in May 1987. We have concentrated on the
design and development of our nonvolatile semiconductor memory product families
and technologies, marketing, distribution channels, and sources of supply,
including production at subcontractors. With the acquisition of Integrated Logic
and Macrotech, we have added the capability to design, develop and produce gate
array integrated circuits, or our logic products.
Our business was founded on a specialized technology that supported
development of nonvolatile semiconductor memories. We developed our current
memory products out of this technology. This single product family does not
allow growth into a broad range of applications. Therefore, in an effort to
expand our products, we acquired from WebGear incomplete research and
development of technology that we intend to apply within the emerging Bluetooth
market segment. "Bluetooth" is an industry standard, short range wireless
communications technology designed to allow a variety of electronic devices,
such as wireless telephones, Personal Digital Assistants, notebook computers,
desktop computers, peripheral input-output devices, television set-top boxes and
Internet appliances to exchange data without the use of physical cabling. See
"Risk Factors-Our Recent Purchase of Incomplete Research and Development May
Result in Significant Expenditures."
We anticipate that our acquisition of Q-DOT will enable us to enter the
high speed data communications market, addressing both wired and wireless
applications, based on advanced "Silicon Germanium" process technology. Silicon
Germanium is rapidly becoming the technology of choice for many analog, mixed
signal and high speed digital circuits.
In September 1991, we began the sale of our commercially qualified 64
kilobit nonvolatile semiconductor memory products based on a 1.2 micron process
technology, which is manufactured with spacing between design elements of
approximately one and two tenths of one millionth of one meter. After initial
qualification of our first product in 1991, we began expanding the 64 kilobit
nonvolatile semiconductor memory product family. By the end of 1993, we had
qualified the complete product family for commercial, industrial and military
markets and had commenced sales of these products. When we say we "qualify" a
product, we mean that our internal quality organization confirms the product's
performance to the product's data sheet and accepted industry standards.
Commercial products operate from 0 degrees to 70 degrees Fahrenheit, industrial
products from -40 degrees to 85 degrees Fahrenheit and military products from
-55 degrees to 125 degrees Fahrenheit. Specific customers require different
temperatures for their applications. During 1995, we developed our 64 kilobit
nonvolatile semiconductor memory products based on a 0.8 micron process
technology. Qualification of this product occurred in 1996. In late 1996 and
into 1997, we, along with assistance from ZMD, completed the design,
installation and qualification of our 256 kilobit nonvolatile semiconductor
memory product based on 0.8 micron process technology into ZMD's silicon wafer
fabrication facility. In 1997, we installed the 256 kilobit nonvolatile
semiconductor memory product built on 0.8 micron process technology in
Chartered's silicon wafer fabrication facility. Qualification of this product
for use in the commercial and industrial market occurred in 1997 and
qualification for use in the military market occurred in the second quarter of
1998. In the fourth quarter 1997, we qualified the 64 kilobit nonvolatile
semiconductor memory product built on 0.8 micron process technology for sale in
the commercial and industrial market. Our programmed semiconductor logic
products are supported with silicon wafers, built on 0.5 micron process
14
technology, purchased from United Memories and silicon wafers purchased from
Chartered built on a 0.35 micron process technology. Sales of products built on
wafers purchased from Chartered and United Memories accounted for all of our
semiconductor product sales revenue for 2000.
THREE MONTHS MARCH 31, 2001 AND 2000. During the first quarter of 2001, we
purchased our silicon wafers from Chartered to support the sales of our
nonvolatile semiconductor memory products. Sales of our programmed semiconductor
logic products were supported by silicon wafers purchased from United Memories.
We had net sales of $4,331,721 for the first quarter of 2001 up from the
$3,826,027 recorded for the first quarter 2000. The products sales from our 4
kilobit, 16 kilobit, 64 kilobit and 256 kilobit nonvolatile semiconductor memory
products were $3,975,104 for the first quarter of 2001 and $2,902,305 for the
first quarter of 2000. The increase in sales was due primarily to an increase in
large customers placing production orders of our products worldwide. Sales of
our high end industrial and military products decreased in the three months
ended March 31, 2001 as compared to the three months ended March 31, 2000. This
decrease was due to a continued decrease in defense contracts. Two distributors
of our nonvolatile semiconductor memory products account for approximately 44%
of our net product sales for the first quarter 2001. Products sold to
distributors are re-sold to various end customers. The revenue generated from
research and development contracts acquired in the Q-DOT merger was $356,617 for
the first quarter of 2001 down from the $923,632 recorded for the first quarter
of 2000. This decrease was primarily due to reduced billing rates against
government contracts due to employee attrition.
We saw an approximately 15% decrease in our gross margin percentages for
the first quarter of 2001 as compared to the first quarter of 2000. This
decrease was due primarily to an increase in the cost of the silicon wafers
required to produce our products. In March 2001, we were able to negotiate
better pricing from this supplier, our assembly and test manufacturers and we
reduced some of our internal costs. We believe that these cost reduction
measures should have an impact on the gross margins beginning in the third
quarter of 2001.
Total operating expenses saw an increase of approximately $670,000 in the
three months ended March 31, 2001 as compared to the three months ended March
31, 2000. Administration saw the largest increase of approximately $491,000. Of
the approximate $491,000 increase, approximately $258,000 was related to the
amortization of the shares of stock issued in September 2000, to two investment
bank firms in return for services to us. Approximately $172,000, $16,000 and
$25,000 were related in increases in legal fees, audit costs and labor related
to the merger with Q-DOT, respectively. The remaining $20,000 was related to an
increase in payroll costs. Marketing saw the next largest increase of
approximately $142,000, primarily due to approximately $86,000 paid in sales
commission to independent sales representatives as a direct result of our
increased revenue. The balance of approximately $56,000 was related to the
increase in payroll and benefits costs, due to the addition on a new employee.
Research and development saw an approximate increase of $37,000 which was
related to increased payroll and benefit costs, due to the addition of a new
employee.
We recorded a net loss of $514,564 in the first quarter of 2001 as compared
to a net income of $538,147 for the first quarter of 2000. This decrease was due
primarily to the decrease in gross margins and the increase in administration
costs.
REVIEW OF 2000 OPERATIONS. Total sales for 2000 were $14,467,814.
$12,150,750 was directly related to the sale of our semiconductor memories and
$2,317,064 was related to revenue generated from our research and development
contracts. Our product sales could have been greater if not for a shortage in
the second half of 2000 of the wafers required to produce our nonvolatile
semiconductor memory products. During 2000, total market demand exceeded
Chartered's ability to supply silicon wafers to many of its customers. This
condition persisted through 2000 limiting our raw materials supplies, but has
improved in 2001 as total market demand has decreased. We believe that the lack
of a long term contract with Chartered may have impacted our ability to receive
silicon wafers because a long term contract could have obligated Chartered to
provide us with silicon wafers. We did see an increase in volume production
orders in 2000, which caused an increase in unit shipments and a slightly
overall lower average selling price as compared to 1999. Sales of our 4 kilobit
and 16 kilobit products decreased in 2000 by approximately 9% over 1999. This
decrease was due to customers using higher density parts in their applications.
Sales, based on dollar revenues, of our 64 kilobit and 256 kilobit commercial
products saw an increase in 2000 by approximately 63% and 145%, respectively.
These increases were due to larger production volume orders, or orders of high
15
volume manufacturing of systems, targeted at competitive growth markets being
placed in 2000 as compared to 1999. Sales of our 64 kilobit high-end industrial
and military market saw a slight increase of 3% in 2000, while our 256 kilobit
high- end industrial and military market saw a decrease in 2000 of approximately
65% as compared to 1999. This decrease was due to a decrease in defense
contracts in 2000 resulting from federal policies which reduced production of
defense systems using our products. We believe that future defense spending will
increase to historic levels as a result of policy changes within the new
administration, but it remains unclear when this will occur. Sales of our logic
products saw an increase of approximately 79% in 2000 as compared to 1999. This
increase was due primarily to increased product demand generated by our
increased sales activities. The revenue generated from research and development
contracts acquired in the Q-DOT merger decreased approximately 35%. This
decrease was primarily due to reduced billing rates against government contracts
which was a direct result of employee attrition.
With the return of production volume orders being placed for our
nonvolatile semiconductor commercial memory products and an increase in
competition, we saw a decrease in our overall average selling prices as compared
to 1999. These orders reflect high volume manufacturing of systems targeted at
competitive growth markets. However, with this decrease, we saw an increase in
unit shipments for 2000 as compared to 1999 of approximately 6%, 56%, 178% and
76% for our 16 kilobit, 64 kilobit, 256 kilobit, and logic commercial products,
respectively. Our 256 kilobit high-end industrial and military products saw a
decrease of approximately 55% in unit shipments.
Due to the decrease in high-end industrial and military sales, we had an
approximate 3% decrease in our gross margins for 2000 as compared to 1999.
YEARS ENDED DECEMBER 31, 2000 AND 1999. Our net sales for 2000 totaled
$14,467,814 compared to $11,168,624 in 1999. $12,150,750 was directly related to
the sale of our semiconductor memories and $2,317,064 was related to revenue
generated from our research and development contracts. The increase in net
product sales for the year ended December 31, 2000 was due primarily to
increased volume production orders in the Far East and North America. During
2000, sales of our 64 kilobit and 256 kilobit nonvolatile semiconductor memory
military products accounted for approximately 12% of our sales, while 64 kilobit
and 256 kilobit commercial and industrial nonvolatile semiconductor memory
products accounted for approximately 34% and 25% of sales in 2000 and 1999,
respectively. Sales of our programmed semiconductor logic products account for
approximately 9% of our sales. Revenue from research and development contracts
accounted for approximately 15% of our sales. Sales of our 4 kilobit and 16
kilobit nonvolatile semiconductor memory products accounted for the balance of
the sales in 2000. Two distributors and one direct customer of our nonvolatile
semiconductor memory products accounted for approximately 42% of our net product
sales for the year ended December 31, 2000. Products sold to distributors are
resold to a larger number of system manufacturers.
The increase in net loss in 2000 is primarily the result of expensing
approximately $3,963,000 of purchased incomplete research and development from
WebGear. We realized a positive gross margin of $6,044,285 in 2000 compared to
$4,995,981 in 1999 for percentages of 42% and 45%, respectively.
Operating expenses were approximately $4,500,000 more for the year ended
December 31, 2000 than for the year ended December 31, 1999. The largest part of
this increase, was related to research and development which had an approximate
$3,900,000 increase. Of the approximate $3,900,000 increase, approximately
$3,963,000 was due to the issuance of stock to WebGear for the purchase of their
Bluetooth technology, an approximate $100,000 decrease in indirect costs related
to our research and development contracts which was related to a decrease
headcount, an approximate $100,000 increase in headcount additions, an
approximate $18,000 increase in depreciation and an approximate decrease of
$55,000, $14,000 and $12,000 related to product development, legal fees and
repairs and maintenance, respectively. The increase in headcount was due to the
addition of engineers required to develop the programmed semiconductor logic
products, the decrease in product development was due to a reduction in
development costs assigned to processing silicon wafers for development of a
higher density of our nonvolatile semiconductor memory products. The next
largest increase of approximately $360,000 was in general and administration. Of
the approximate $360,000 increase, approximately $301,000 was related to the
amortization of the issuance of 1,000,000 shares of stock to two investment
banker firms in September 2000 for services performed by us. Approximately
$157,000 was related to increased legal and approximately $80,000 was related to
audit fees incurred with the acquisitions of Integrated Logic, Macrotech and
Q-DOT, and the purchase of Bluetooth technology from WebGear. The remaining
decrease of $178,000 was the net effect of a $300,000 decrease in payroll and
16
benefits costs related to the administration of our government contracts and
increase in payroll and benefits costs resulting from the addition of one
employee, pay rate raises and bonuses for the administration of our
semiconductor products. The decrease in payroll and benefits for our government
contract business was due to the reduction in the amount of administrative
employees. Sales and marketing saw an approximate $250,000 increase, primarily
due to approximately $186,000 paid in sales commission to our independent sales
representatives as a direct result of our increased revenue and an approximately
$64,000 increase due to the addition of one employee.
Other income for the year ended December 31, 2000 increased from an
approximate $83,000 expense at December 31, 1999 to an approximate income of
$91,000 at December 31, 2000. This increase was primarily due to an increase of
approximately $69,000 in interest income, a decrease of approximately $97,000 in
interest expense and an increase of approximately $8,000 in other income.
We had a net loss of $3,540,342 for the year ended December 31, 2000
compared to a net loss of $122,926 for the year ended December 31, 1999.
FUTURE RESULTS OF OPERATIONS
Our ability to maintain profitability will depend primarily on our ability
to continue reducing our manufacturing costs and increasing net product sales by
improving the availability of existing products, by the introduction of new
products and by expanding our customer base.
As of March 31, 2001, we had a backlog of unshipped customer orders of
approximately $6,439,000 expected to be filled by September 30, 2001. Orders are
cancelable without penalty at the option of the purchaser prior to 30 days
before scheduled shipment and therefore are not necessarily a measure of future
product revenue.
In 2000 and the first quarter of 2001, we purchased all of our silicon
wafers for our nonvolatile semiconductor memory products from a single supplier,
Chartered. Approximately 89% of our sales for 2000 and 93% of sales for the
first quarter of 2001 were from finished units produced from these silicon
wafers. We had an agreement with Chartered to provide wafers through September
1998. Although Chartered continues to provide us wafers under the terms defined
in this contract we do not have a current agreement signed. We are, however,
negotiating with Chartered to renew the contract. In 2000, we purchased all of
our silicon wafers built on a 0.5 micron process technology and our silicon
wafers built on a 0.35 process technology for our programmed semiconductor logic
products from United Memories and Chartered, respectively. Approximately 9% of
our sales for 2000 were from finished units produced from these wafers.
Currently, we do not have a current agreement signed for either of these
companies to furnish us wafers, however, we have seen no disruption in their
supply to us. Any disruptions in our relationship with Chartered could have an
adverse impact on our operating results.
ZMD, through their license agreement with us, has the worldwide right to
sell nonvolatile semiconductor memory products developed jointly by us and ZMD.
With volume production being established at ZMD, ZMD has begun selling such
nonvolatile semiconductor memory products. In the past year, we did not see
increased competition with ZMD as compared to the previous year. However, due to
ZMD creating a second source for nonvolatile semiconductor memory products, we
believe that their presence may have a positive impact because many large
manufacturers require two sources from which to purchase product. We will not be
receiving any further license payments from our contract with ZMD.
17
We intend to continue designing, developing and subcontracting the
production of our memory products. We also propose to continue to sell to
existing and new customers through our normal sales and marketing efforts. We
also intend to extend our logic product offerings. We will also begin
development of high performance data communications products based on Silicon
Germanium process expertise gained through our acquisition of Q-DOT. We believe
that the additional logic and data communication products offered through these
acquisitions will allow us to expand our product offering into new applications
and additional customers. We anticipate that this will reduce our dependence on
any single product line and provide additional potential sources of revenue.
LIQUIDITY AND CAPITAL RESOURCES
From inception through December 31, 2000, we have received approximately
$32,100,000 of gross proceeds from the sale of convertible debt and equity
securities. From inception through December 31, 2000, we generated approximately
$10,085,000 of gross revenue from the sale of product and technology licenses,
approximately $45,215,000 from net product sales and approximately $600,000 in
royalty income.
Under the Cooperation Agreement entered into with ZMD in September 1995,
ZMD had the right to convert all financing into shares of our common stock at a
price of $0.175 per share for all monies paid in 1995 and at the average share
price of the quarter the monies were paid for all monies paid in 1996. In 1996,
we received $378,551 under this agreement of which $248,398 was converted into
1,353,374 shares of our common stock at a price of $.1548 and 165,000 shares of
our common stock at a price of $.2358. The payable to ZMD of $130,153 that
showed on the balance sheet at December 31, 1999 was converted into 551,964
shares of our common stock. During 2000, ZMD began selling their shares of our
common stock.
In 1998, we closed a $1,500,000 financing transaction with Renaissance
Capital. This offering involved convertible debentures with a seven year term
bearing interest at 9 percent per annum. In the first quarter of 2000,
Renaissance converted all $1,500,000 of the debentures into an aggregate of
7,692,308 shares of our common stock. At the time of the conversion of the
debentures, we were able to cease making interest payments and the underlying
note was paid in full.
During 2000 and the first quarter of 2001, we acquired three companies in
exchange for a total of approximately 9,420,000 shares of our common stock. Each
of these acquisitions were handled as a pooling of interest and therefore the
financial activities were integrated retroactively through 1999. We were not
required to pay any cash as part of the purchase price in these transactions.
During 2000, we issued a total of 3,900,000 shares of our common stock to
three separate companies. We issued 2,900,000 in exchange for incomplete
research and development that we acquired from WebGear and 500,000 shares of our
common stock to each of two separate investment banker firms, WTP and E.B.M.,
for their services.
For the three months ended March 31, 2001, the cash flows from operating
activities was $62,704, which is primarily due to a net loss of $514,563, which
is offset by depreciation and amortization of $111,272, a decrease of prepaid
expenses and other of $305,608, and a decrease in accrued expenses of $86,970.
Increases in accounts receivable, inventory and accounts payable of $380,109,
$750,648 and $1,356,691, respectively were related to increased product demand.
The cash flows from investing activities of $188,769 were primarily due to the
purchases of equipment and furniture related to the testing of our 64 kilobit
and 256 kilobit nonvolatile semiconductor memory products built on 0.8 micron
process technology and the purchase of computer and software required for
research and development. The cash flows from financing activities of $112,078
were due primarily to the payments on a line of credit, notes payable, the
buyback of Simtek common stock and cash required to fund a subsidiary of Q-DOT.
For the three months ended March 31, 2000, cash flow provided by operating
activities was $131,403, which was primarily due to a net income of $538,147,
depreciation and amortization of $111,646, an increase in reserves of $68,951,
accounts receivable of $374,074, inventory of $106,515, prepaid expenses and
other of $87,265, accounts payable of $56,028, customer deposits of $41,750 and
18
a decrease in accrued expenses of $76,426. Cash flows from investing activities
were primarily a result of the purchases of test fixtures and printed circuit
boards used to electrically exercise our nonvolatile semiconductor memory
products and a reduction in a certificate of deposit. Cash flows from financing
activities were primarily due to payments on a line of credit of $222,769 and
the exercise of stock options by our employees.
For the year ended December 31, 2000, cash flow provided by operations was
$962,821, which is primarily due to a net loss of $3,540,342, which is offset by
the WebGear asset purchase of $3,962,645, depreciation and amortization of
$430,962, stock issuance for services of $22,932, a change in reserve accounts
of $196,407, an increase of accounts receivable of $152,364, an increase of
inventory of $85,270, a decrease in prepaid and other of $174,311 and a decrease
in accounts payable of $39,689, an increase in accrued expenses of $44,371 and a
decrease in customer deposits of $53,010. The increase in depreciation was due
primarily to the addition of computers and software required to develop our
programmed semiconductor logic products and the addition of equipment required
to test our products nonvolatile semiconductor memory products. $300,767 of the
stock issuance for services was related to the amortization of the stock issued
to E.B.M. and WTP, the balance was related to the issuance of stock for services
performed by our board of directors. The change in reserve accounts, accounts
receivable, and inventory was due to increased product sales. The increase in
prepaid and other was due primarily by our requirement to prepay for our silicon
wafer deliveries if we are above our credit limit. The decrease in customer
deposits was primarily due to customers prepaid orders at the end of 1999 and
the product did not ship to them until 2000.
The use of cash flows in investing activities was due to purchases of
equipment related to the purchase of test fixtures and printed circuit boards
used to electrically exercise our nonvolatile semiconductor memory products
manufactured at Chartered and the purchase of computers and software required
for development of our programmed semiconductor logic products.
The cash flows provided by financing were primarily the result of the
exercise of stock options of $297,068, borrowings from a line of credit and the
issuance of a note of $908,231 which was offset by the payments on the line of
credit of $1,133,000 and a notes payable of $136,135.
For the year ended December 31, 1999, cash flow provided by operations was
$354,236, which was primarily due to depreciation and amortization of $391,718,
a change in reserve accounts of $90,936, an increase of accounts receivable of
$174,426, and an increase in accounts payable of $342,754, a decrease in accrued
expenses of $179,291 and an increase in customer deposits of $51,850. The
increase in accounts receivable was due to a large revenue month in December
1999, from which the cash was not received until the first quarter of 2000. The
increase in accounts payable was due primarily to an increase in product demand
which requires us to maintain a larger wafer and work-in-progress inventory,
which is payable to our subcontractors on 30 day terms and to the purchase of
software that is being paid for on a five year capital lease.
The use of cash flows in investing activities for the year ended December
31, 1999, was due to purchases of equipment related to the testing of our
nonvolatile semiconductor memory products and manufacturing and test equipment
for our programmed semiconductor logic products and from the purchase of a
restricted certificate of deposit. Of the $317,625 of equipment purchased,
$179,310 related primarily of test fixtures and printed circuit boards used to
electrically exercise our products manufactured at Chartered and wafer
processing hardware used to support manufacturing of our programmed
semiconductor logic products at United Memories. The balance of $138,315 was
related to computers and software purchased for use with our research and
development contracts. A $300,000 certificate of deposit was established as
collateral for a $300,000 letter of credit that is required by one of our
suppliers in the event that we default on payments.
The cash flows provided by financing activities were primarily the result
of proceeds from notes payable and capital contributions. We are not aware of
any material commitments for capital expenditures, or any known trends, events,
uncertainties that have had or expected to have a material impact on our sales,
revenues or income, other than what we discussed above. We are also not aware of
any seasonal aspects that had a material effect on our financial condition or
results of operations.
19
SHORT-TERM LIQUIDITY.
Our cash balance at March 31, 2001 was $2,615,626.
Our future liquidity will depend on our revenue growth and our ability to
sell our products at positive gross margins and control of our operating
expenses. We currently do not have any material plan of financing or demands on
our cash.
LONG-TERM LIQUIDITY.
We will continue to evaluate our long term liquidity. We currently do not
have any material plan of financing or demands of our cash.
ACCOUNTING STATEMENTS
In 1998, Statement of Financial Accounting Standards 133, Accounting for
Derivative Instruments and Hedging Activities was issued. Statement 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments as fair value. This statement is effective for the Company's
financial statements for the year ended December 31, 2001 and the adoption of
this standard is not expected to have a material effect on the Company's
financial statements.
INFLATION
The impact of inflation on our business has not been material.
20
BUSINESS
GENERAL
We provide integrated circuits to the electronics market for use in a
variety of systems, such as computers, copiers, factory controllers, electric
meters and military systems. We design, market and sell our products, but we
subcontract the majority of our manufacturing requirements. We have designed and
developed nonvolatile semiconductor products since we began business operations
in May 1987. We have concentrated on the design and development of the 4, 16, 64
and 256 kilobit nonvolatile semiconductor memory product families and
technologies, distribution channels, and sources of supply, including production
at subcontractors. Kilobits are a measure of the amount of data that can be
stored, more kilobits imply more storage. With our acquisitions of Integrated
Logic and Macrotech, we have added the capability to design, develop and produce
programmed semiconductor logic products.
In September 2000, we purchased incomplete research and development,
patents and trademarks from WebGear. Simtek has established a core business
within the nonvolatile memory application segment, and is now expanding into
other technology areas including logic and data communication markets. These
additional product families are intended to allow more rapid total revenue
growth and to reduce the risk inherent in our historic dependence on one product
family.
As of March 31, 2001, our backlog for released purchase orders was
approximately $6,439,000, all of which we expect to ship by September 30, 2001.
Orders are cancelable without penalty at the option of the purchaser prior to 30
days before scheduled shipment and therefore are not necessarily a measure of
future product revenue.
We are in production of our first four families of memory products, 256
kilobit, 64 kilobit, 16 kilobit and 4 kilobit nonvolatile semiconductor
memories. Our 256 kilobit nonvolatile semiconductor memory product was qualified
by our internal quality organization to the product's data sheet and in
accordance with accepted industry standard practices in 1997 for sales into
commercial and industrial markets and in 1998 for shipment into the military
market. Our 64 kilobit nonvolatile semiconductor memories meet or exceed the
requirements for sales into commercial, industrial and military markets. Our 16
kilobit and 4 kilobit nonvolatile semiconductor memories have been qualified for
sales into commercial and industrial markets. Our nonvolatile semiconductor
memories are physically smaller and require less maintenance than SRAM devices
that achieve nonvolatility through the use of internal batteries and are more
convenient to use than SRAM devices that achieve nonvolatility by being combined
with additional chips.
Our programmed semiconductor logic products are used to replace
programmable logic devices when a customer has completed his system design and
requires cost-reduced integrated circuits for volume manufacturing. Each
programmed semiconductor logic product is configured using the individual
customer's design files and is built to his specific requirements.
We reduce capital requirements by subcontracting all phases of the
manufacturing process. Chartered began providing silicon wafers for our
nonvolatile semiconductor memory products in September 1993 and continues to
provide wafers based on our product technology. United Memories and Chartered
provide silicon wafers for our programmed semiconductor logic products based on
0.5 micron and 0.35 micron product technology, respectively. Amkor Technology
and Amkor Test Services provide assembly and final test services, respectively,
for our nonvolatile semiconductor memory products built from the wafers
purchased from Chartered. Advanced Semiconductor Engineering and IPAC provide
assembly services for our programmed semiconductor logic products. Testing of
our programmed semiconductor logic products is done either internally or by
Multitech Design and Test.
During 2000, all of the wafers used to produce our nonvolatile
semiconductor memories were purchased from Chartered. Sales of these products
accounted for approximately 75% of our revenue for 2000. Wafers were purchased
from both Chartered and United Memories in 2000 to support our programmed
semiconductor logic products. Sales of these products accounted for
approximately 9% of our revenue for 2000. The remaining 16% of our revenue was
from research and development contracts.
21
We currently have three sales and marketing offices, located in Colorado
Springs, Colorado, Bristol, England and Atlanta, Georgia. We have engaged 17
independent representative organizations with 40 sales offices and 31
distributor organizations with 105 sales offices. These organizations have
multiple sales offices and sales personnel covering specific territories.
Through these organizations and their sales offices we are capable of serving a
worldwide market.
In the last 12 months, we have made three acquisitions and issued stock
instead of paying cash to three companies for the purchase of goods and
services.
MEMORY INDUSTRY AND PRODUCT BACKGROUND
The semiconductor memory market is large and highly differentiated. This
market covers a wide range of product densities, speeds, features and prices.
The ideal memory would have (1) high bit density per chip to minimize the number
of chips required in a system; (2) fast data read and write speeds to allow a
system's microprocessor to access data without having to wait; (3) the ability
to read and modify data an unlimited number of times; (4) the ability to retain
its data indefinitely when power is interrupted (i.e. nonvolatility); (5)
availability in a variety of package types for modern assembly techniques; and
(6) the ability to be tested completely by the manufacturer to ensure the
highest quality and reliability. Although customers would like to have memory
components with all of these attributes it currently is not technically
feasible. Therefore, the memory market is segmented with different products
combining different mixes of these attributes.
Semiconductor memories can be divided into two main categories, volatile
and nonvolatile. Volatile memories generally offer high densities and fast data
access and programming speeds, but lose data when electrical power is
interrupted. Nonvolatile memories retain data in the absence of electrical
power, but typically have been subject to speed and testing limitations they
also wear out if they are modified too many times. There are a number of common
volatile and nonvolatile product types, as set forth below. The list of products
under "Combinations" is limited to single packages and does not include
combinations of the listed memories in separate packages, such as SRAMs in
combination with EPROMs and EEPROMs.
Volatile Nonvolatile Combinations
-------- ----------- ------------
SRAM EEPROM nvSRAM
DRAM Flash Memory NVRAM
EPROM SRAM plus lithium battery ("Batram")
PROM
ROM
VOLATILE MEMORIES. Rewritable semiconductor memories store varying amounts
of electronic charge within individual memory cells to perform the memory
function. In a Dynamic Random Access Memory, or "DRAM", the charge must be
electrically refreshed many times per second or data are lost even when power is
continuously applied. In a Static Random Access Memory, or "SRAM", the charge
need not be refreshed, but data can be retained only if power is not
interrupted.
NONVOLATILE MEMORIES. A Read Only Memory, or "ROM" is programmed (written)
once in the later stages of the manufacturing process and cannot be reprogrammed
by the user. Programmable Read Only Memory, or "PROM" can be programmed once by
the user, while Erasable "EPROM", or EPROM may be reprogrammed by the user a
limited number of times if the EPROM is removed from the circuit board in the
equipment. Both Flash memory and Electrically Erasable PROM, or "EEPROM" may be
reprogrammed electrically by the user without removing the memory from the
equipment. However, the reprogramming time on both EEPROM and Flash memory is
excessively long compared to the read time such that in most systems the
microprocessor must stop for a relatively long time to rewrite the memory.
22
COMBINATIONS. Many customers use a combination of volatile and nonvolatile
memory functions to achieve the desired performance for their electronic
systems. By using SRAMs in combination with EPROM and EEPROM chips, customers
can achieve nonvolatility in their systems and still retain the high data read
and write speeds associated with SRAM memories. This approach, however, is not
desirable in many applications because of the size and cost disadvantages
associated with using two or more chips to provide a single memory function.
Also, it may take up to several seconds to transfer the data from the SRAM to
the EEPROM; an excessive time at power loss. As a result, attempts have been
made to combine nonvolatile and volatile memory features in a single package or
silicon chip. One approach combines an SRAM with lithium batteries in a single
package.
Nonvolatile random access memories, or "NVRAMs" combine volatile and
nonvolatile memory cells on a single chip and do not require a battery. We
believe our nonvolatile semiconductor memory represents a significant advance
over existing products that combine volatility and nonvolatility on a single
silicon chip. We combine an SRAM memory cell with an EEPROM memory cell to
create a small nonvolatile semiconductor memory cell. Our unique and patented
memory cell design enables the nonvolatile semiconductor memory to be produced
at densities higher than existing NVRAMs and at a lower cost per bit. In
addition to high density and nonvolatility, the nonvolatile semiconductor memory
has fast data access and program speeds and the SRAM portion of the memory can
be modified an unlimited number of times without wearing out.
MEMORY TECHNOLOGY
We use an advanced implementation of silicon-nitride-oxide-semiconductor,
or "SNOS" technology. SNOS technology stores electrical charge within an
insulator, silicon nitride, and uses a thin tunnel oxide layer to separate the
silicon nitride layer from the underlying silicon substrate. SNOS technology
prevents tunnel oxide rupture in the memory cell from causing an immediate loss
of data. Oxide rupture has been a major cause of failures in Flash and EEPROMs
using floating gate technology, where charge is stored on a polysilicon
conductor surrounded by insulators. To protect against these failures, many
floating gate EEPROMs have required error correction circuitry and redundant
memory cells. This increases product cost by requiring more silicon area. Error
correction and redundancy are not required for our products to protect against
tunnel oxide rupture. In addition, our product designs incorporate a special
test feature which can predict data retention time for every individual memory
cell based on measuring the rate of charge loss out of the silicon nitride.
The SNOS technology coupled with our nonvolatile semiconductor memory cell
allows high performance nonvolatile SRAMs to be manufactured using complementary
metal oxide semiconductor, or "CMOS" technology. The SNOS technology that we use
has proven to be highly reliable, as demonstrated by our product qualification
results to date.
MEMORY PRODUCTS
Nonvolatile Static Random Access Memories. Our 256 kilobit, 64 kilobit, 16
kilobit and 4 kilobit nonvolatile semiconductor memory product families consist
of nonvolatile memories that combine fast SRAM and nonvolatile EEPROM
characteristics within each memory cell on a single chip of silicon. The SRAM
portion of the nonvolatile semiconductor memories is operated in the same manner
as most existing SRAM products. The SRAM can be written to and read from an
unlimited number of times. The EEPROM can be programmed, depending upon device
type, by user control or automatically by transferring the SRAM contents into
the EEPROM. The EEPROM data can be transferred back into the SRAM by user
control or the data can be transferred automatically.
Our nonvolatile semiconductor memories have fast data access speeds of 20,
25, 35 and 45 nanoseconds. These data access speeds correspond to those of fast
SRAMs and meet the requirements of much of the fast SRAM market. The high speed
characteristics of our nonvolatile semiconductor memories allow them to be used
in applications with various high performance microprocessors and digital signal
processors such as those manufactured by Intel Corp., Texas Instruments and
Motorola. Our nonvolatile semiconductor memories can be used to replace SRAMs
with lithium batteries and multiple chip solutions such as SRAM plus EEPROM or
Flash Memory.
23
The various combinations of density and speed allow our nonvolatile
semiconductor memory products to meet the design and performance requirements of
many different types of systems.
We finalized commercial and industrial qualification of two versions of our
initial 64 kilobit nonvolatile semiconductor memory product offering in
September 1991 and April 1992, respectively. We completed military qualification
of our initial nonvolatile semiconductor memories in May 1992. We began sales
into the commercial market of our initial 16 kilobit nonvolatile semiconductor
memory product family in 1992. The nonvolatile semiconductor memory product
family also includes the 4 kilobit version. We completed the development and
product qualification of the 64 kilobit AutoStoreTM nonvolatile semiconductor
memory in 1993. The AutoStoreTM version automatically detects power loss and
transfers the data from the SRAM cells into the EEPROM cells. This device does
not require instructions or intervention from the system microprocessor to
notify it of the power loss. Commercial and industrial qualification of our 256
kilobit nonvolatile semiconductor memory occurred in 1997 and military
qualification of our 256 kilobit nonvolatile semiconductor memory was completed
in the second quarter of 1998.
PROGRAMMABLE LOGIC DEVICE INDUSTRY
The electronics industry uses logic integrated circuits to route electrical
signals to perform tasks unique to that system. These unique operations
differentiate one system capability from another. Field Programmable Gate
Arrays, or "FPGAs" and Complex Programmable Logic Devices, or "CPLDs" have
become popular for this purpose, and are supplied by a number of major
suppliers, such as Xilinx and Altera. These products provide high performance,
flexible solutions, but the technology required to allow these products to be
programmable is expensive when compared to non-programmable, fixed function,
application specific products. Our programmed semiconductor logic products are
not programmable, but provide a low-cost, high volume alternative to the
programmable logic products. The nonprogrammable replacements use less silicon
which reduces material cost and allows us to produce larger volumes. We entered
this product segment through our acquisitions of Integrated Logic and Macrotech
in 2000.
PROGRAMMED SEMICONDUCTOR TECHNOLOGY
We use standard logic wafer processing available from various subcontract
fabrication facilities. We currently contract with United Memories for 0.5
micron technology and with Chartered for 0.35 micron technology, in each case
through purchase orders on a case-by-case basis. We plan to migrate the
technology to a 0.25 micron process as the market develops.
By using the system designers' design files, our software conversion tools
translate the design, which supports direct netlist conversion to create drop-in
replacements at a fraction of the FPGA or CPLD cost. By the term "direct
netlist" we mean description of the customers design and by the terms "drop in
replacements" we mean package size, package type and functional equivalent
device. We can support up to approximately 1 million logic gates plus dual port
RAM. We also support full scan test without any area penalty with our integrated
testability feature, which is nested within the existing logic cells, requiring
no dedicated chip area.
PROGRAMMED SEMICONDUCTOR LOGIC PRODUCTS
Programmed semiconductor logic products are built to order based on
customer designs that are electronically transferred to our design workstations.
Our engineers then verify the design and implement it in the appropriate
technology to provide the most cost effective solution available for the
customer.
PRODUCT WARRANTIES. We presently provide a one-year limited warranty on our
products.
RESEARCH AND DEVELOPMENT
Many of our research and development activities are centered around
developing new products and reducing the cost of our nonvolatile semiconductor
memory products and the development and design of customer specific programmed
24
semiconductor logic products. We have reduced our costs by introducing our 0.8
micron process technology. This technology reduced the size of the 64 kilobit
nonvolatile semiconductor memory chip and enabled us to develop a cost effective
256 kilobit nonvolatile semiconductor memory. We are continuing our efforts to
improve yield on the 0.8 micron technology. In order to further reduce costs, we
engaged Integra Technologies, now Amkor Test Services in the fourth quarter 1997
for testing of our products. We have a test floor used for evaluation of our
technologies, product designs and product quality. The test floor is also used
for production testing of silicon wafers.
In an effort to expand our products, we acquired, from WebGear, incomplete
research and development of technology that we intend to apply within the
emerging Bluetooth market segment. "Bluetooth" is an industry standard, short
range wireless communications technology designed to allow a variety of
electronic devices, such as wireless telephone, Personal Digital Assistants,
notebook computers, desktop computers, peripheral input-output devices,
television set-top boxes and Internet appliances to exchange data without the
use of physical cabling. We plan to spend approximately $750,000 over the next
year in order to develop and manufacture integrated circuits using the
technology in Bluetooth applications.
We anticipate that our acquisition of Q-DOT will enable us to enter the
high speed data communications market, addressing both wired and wireless
applications, based on advanced Silicon Germanium process technology. Silicon
Germanium (SiGe) is rapidly becoming the technology of choice for many analog,
mixed signal and high speed digital circuits. We plan to spend approximately
$350,000 over the next year in order to develop and manufacture integrated
circuits using the SiGe process technology.
Our research and development expenditures for the years ended December 31,
2000 and 1999 were $6,158,189 and $2,240,273, respectively. Of the $6,158,189
expenditure incurred in 2000, $3,962,646 was related to the incomplete research
and development we purchased from WebGear with stock. We intend to continue
expenditures on research and development; however, the percentage of research
and development expenditures is expected to decrease relative to expenditures
relating to the commercial production of our existing products.
MANUFACTURING AND QUALITY CONTROL
Our manufacturing strategy is to use subcontractors whose production
capabilities meet the requirements of our product designs and technologies.
In 1992, we entered into a manufacturing agreement with Chartered to
provide us with silicon wafers for our products. Under the manufacturing
agreement with Chartered, Chartered has installed a manufacturing process for
versions of our current and future memory products.
Finished wafer procurement reverted to Chartered during 1998 as we ceased
purchasing finished units from ZMD. We used United Memories for wafer
procurement of our 0.5 micron Programmed semiconductor logic products and
Chartered for wafer procurement of our 0.35 micron Programmed semiconductor
logic products. During 2000, all of our product revenue was based on wafers
purchased from Chartered and United Memories.
Device packaging of our nonvolatile semiconductor memory products continued
at the Amkor facilities in the Philippines and South Korea. Final test for our
nonvolatile semiconductor memory products was established successfully at
Integra Technologies, now Amkor Test Services, in Wichita, Kansas. Device
packaging of our programmed semiconductor logic products continued at Advanced
Semiconductor Eng., Inc. in Taiwan. Final test of our programmed semiconductor
logic products was completed in our Colorado Springs facility and at Multitech
Design and Test in San Jose, California.
Our subcontractors provide quality control for the manufacture of our
products. We maintain our own quality assurance personnel and testing capability
to assist the subcontractors with their quality programs and to perform periodic
audits of the subcontractors' facilities and finished products to ensure product
integrity.
25
Our quality and reliability programs were audited by several commercial and
military customers during 2000 as part of routine supplier certification
procedures. All such audits were completed satisfactorily.
MARKETS
Our memory products are targeted at fast nonvolatile SRAM markets, SRAM
plus EEPROM markets and other nonvolatile memory products broadly used in
commercial, industrial and military electronic systems.
Our Programmed semiconductor logic products are built to customer
requirements in many application areas. Therefore, we believe that our products
will address very broad markets including these applications:
Airborne and Space Computers * Lighting *
Automotive Control & Monitoring Medical Instruments *
Portable Telephone Modems Control Systems *
Portable Computers Currency Changers
Postal Meters Data Monitoring Equipment *
Printers * Disk Drives *
Process Control Equipment * Facsimile Machines *
Radar and Sonar Systems * Gaming *
Telecommunications Systems * GPS Navigational Systems
Terminals * Guidance and Targeting Systems *
Test Equipment * High Performance Workstations
Utility Meters * Laser Printers *
Vending Machines Mainframe Computers
Weapon Control Systems * CD Writers
Security Systems * Copiers *
Broadcast Equipment * Cable TV Set Top Converter Boxes *
Studio Recording Equipment *
The applications marked with an asterisk currently use our products. The
other applications use similar products, but may use our products in newer
designs.
We are increasing marketing and sales emphasis on office automation
products such as copiers and mass storage systems as well as beginning new sales
efforts in data communication applications.
SALES AND DISTRIBUTION
Our strategy is to generate sales through the use of independent sales
representative agencies and distributors. We believe this strategy provides the
fastest and most cost effective way to assemble a large and professional sales
force.
We currently have three sales and marketing offices, located in Colorado
Springs, Colorado, Bristol, England and Atlanta, Georgia. We have engaged 17
independent representative organizations with 40 sales offices and 31
distributor organizations with 105 sales offices. Both organizations have
multiple sales offices and sales personnel covering specific territories.
Through these organizations and their sales offices we are capable of serving a
worldwide market.
Independent sales representatives typically sell a limited number of
noncompeting products to semiconductor users in particular geographic assigned
territories. Distributors inventory and sell products from a larger number of
product lines to a broader customer base. These sales channels are
complementary, as representatives and distributors often work together to
consummate a sale, with the representative receiving a commission from us and
the distributor earning a markup on the sale of the products. We supply sales
materials to the sales representatives and distributors.
26
For our marketing activities, we evaluate external marketing surveys and
forecasts and perform internal studies based, in part, on inputs from our
independent sales representative agencies. We prepare brochures, data sheets and
application notes on our products.
CUSTOMERS AND BACKLOG
We have shipped qualified nonvolatile semiconductor memory products to
customers directly and through distributors since the September 1991 commercial
product qualification; the majority of our customers are Fortune 500 companies.
Approximately 40% of our net product sales during 2000 were to customers in the
Pacific Rim and approximately 17% were to customers in Europe. The remaining
product sales were to customers in North America.
As of March 31, 2001, we had a backlog of unshipped customer orders of
approximately $6,439,000, which is expected to be filled by September 30, 2001.
Orders are cancelable without penalty at the option of the purchaser prior to 30
days before scheduled shipment and therefore are not necessarily a measure of
future product revenue.
During 2000, we continued to receive initial and scheduled production
orders on our 64 kilobit and 256 kilobit nonvolatile semiconductor memory
product. We believe that we will continue to receive volume production orders on
these products.
LICENSES
PRODUCT AND TECHNOLOGY LICENSE SALES. We have sold product and technology
licenses to Nippon, Plessey and ZMD. These licenses provided for unlimited use
in perpetuity of the process technology and circuit designs required to
manufacture nonvolatile memory integrated circuits using our technology. Since
neither Nippon nor Plessey has used the licenses in any way since their initial
sale in 1988 and 1991, respectively, we don't anticipate any future activity on
the licenses with Nippon and Plessey.
ZMD. In June of 1994, we signed a joint development agreement with ZMD to
install the 1.2 micron products for manufacture at ZMD and to jointly develop
the 0.8 micron technology at Chartered. The agreement was modified in August of
1994 by a Letter of Intent between us to bypass the installation of our
nonvolatile semiconductor memory products based on a 1.2 micron process
technology at ZMD and instead modify the 0.8 micron technology to run in the ZMD
factory. ZMD has paid us all the monetary requirements under this agreement
including any royalties we may receive from sales of these jointly developed
products.
CHARTERED. In September of 1992, we entered into a manufacturing agreement
with Chartered which expired in September 1998. We continue to use Chartered to
manufacture our silicon wafers on a purchase order basis without a long term
contract.
FUTURE LICENSE SALES. We intend to sell product and technology licenses on
a selective basis. We will continue to seek licensing partners who can
contribute to the development of the nonvolatile semiconductor memory market and
provide a meaningful level of revenue to us while not posing an undue threat in
the marketplace.
COMPETITION
Our products compete on the basis of several factors, including data access
and programming speeds, density, data retention, reliability, testability, space
savings, manufacturability, ease of use and price.
Products that compete with our family of nonvolatile semiconductor memories
fall into three categories. The first category of products that compete with our
nonvolatile semiconductor memories are volatile and nonvolatile chips used in
combination, such as fast SRAMs used with EPROMs, EEPROMs, or Flash memory. We
believe that we have advantages over these applications because the nonvolatile
semiconductor memory allows data to be stored in milliseconds as compared to
seconds for chips used in pairs. Our single chip solution provides a space
27
savings and easier manufacturing. Our single chip solution generally provides
increased reliability versus multiple chips. We believe it will be able to
compete with many solutions requiring density up to 256 kilobits; however, in
those instances where the density requirement is beyond 256 kilobits the
nonvolatile semiconductor memory does not compete. New systems designs tend to
use larger memory densities greater than 256 kilobits, reducing the market
available to us. We estimate that less than 10% of the market uses 256 kilobit
or smaller memories. Competitors in the multiple chip category include Cypress
Semiconductor Corp., Integrated Technology, Inc., Toshiba, Fujitsu, Advanced
Micro Devices, Inc., Atmel and National Semiconductor Corp. We currently hold
less than 1% market share this market category.
The second category of products that compete with our nonvolatile
semiconductor memories are products that combine SRAMs with lithium batteries in
specially adapted packages. These products generally are slower in access speeds
than our nonvolatile semiconductor memories due in part to limitations caused by
life of the lithium battery when coupled with a faster SRAM. Our nonvolatile
semiconductor memories are offered in standard, smaller, less expensive
packages, and do not have the limitation on lifetime imposed on the SRAM/battery
solutions by the lithium battery. Our nonvolatile semiconductor memories can
also be used for wave soldered automatic insertion circuit board assembly since
they do not have the temperature limitations of lithium batteries. However,
lithium battery-backed SRAM products are available in densities of 1 megabit and
greater per package. Companies currently supplying products with lithium
batteries include Dallas Semiconductor Corp., ST Microelectronics and Texas
Instruments. We currently hold approximately 10% of this market category.
The third category consists of NVRAMs that combine SRAM memory cells and
EEPROM memory cells on a monolithic chip of silicon. Our current product
offerings are of higher density, faster access times and we believe can be
manufactured at lower costs per bit than NVRAMS. We believe that traditional
manufactures of NVRAM's have discontinued manufacturing their products.
ZMD, through their license agreement with us, has the worldwide right to
sell under the ZMD label nonvolatile semiconductor memories developed jointly by
ZMD and us. With volume production established at ZMD, ZMD is selling such
nonvolatile semiconductor memories. This has had a positive impact for us by
creating a second source, which is required by many larger companies, for our
nonvolatile semiconductor memory products. However, in 2000, we were required to
reduce prices to specific markets due to the increased competition from ZMD. We
believe that the competition from ZMD has increased the number of companies
using nonvolatile semiconductor memories, but may have put downward pressure on
average selling prices.
We are aware of other semiconductor technologies for nonvolatile memory
products. These technologies include ferroelectric memory and thin film magnetic
memory. Each of these requires a newly developed process technology which has
processing risk, but may deliver performance characteristics superior to our
technology if perfected. Each of these processes integrates materials into the
silicon processing steps which are not commonly used for semiconductor memory
products today. If successful, these products could perform the same functions
in a system that our products currently perform, but may be manufactured in
higher density or lower cost products. Ramtron, Raytheon, Symetrix, and others
are developing ferroelectric products. Honeywell, Inc. is developing magnetic
film products.
Programmed semiconductor logic-type solutions are supported by
semiconductor companies such as AMI Semiconductor, NEC and Temic. These
competitors provide a wide variety of solutions using semiconductor processes
ranging from 0.8 micron process technology to 0.25 micron process technology.
The business of converting customers' programmable logic products to
non-programmable logic products is highly dependent on the customers' designs
and system performance requirements. Each competitor's process technology and
software tools will affect its ability to support any particular requirement.
PATENTS AND INTELLECTUAL PROPERTY
We undertake to protect our product designs and technologies under the
relevant intellectual property laws as well as by utilizing internal disclosure
safeguards. Under our licensing programs, we exercise control over the use of
our protected intellectual property and have not permitted our licensees to
sublicense our nonvolatile semiconductor memory products or technology.
28
It is common in the semiconductor industry for companies to obtain
copyright, trademark and patent protection of their intellectual property. We
believe that patents are significant in our industry, and we are seeking to
build a patent portfolio. We expect to enter into patent license and
cross-license agreements with other companies. We have been issued twenty five
patents in the United States on our nonvolatile semiconductor memory cell and
other circuit designs. These patents relate to circuit implementations used to
design our nonvolatile memory products. The use of these patents allows us to
design circuits with lower power consumption and faster store timing than would
be possible otherwise giving us a competitive advantage over other technologies.
These patents have terms that expire through 2008 to 2013. We have also taken
steps to obtain European patents in the large European countries, including
Germany, France, the United Kingdom and Sweden on the nonvolatile memory patents
that would have potential value in international markets. We have four
applications that have been allowed and intend to prepare patent applications on
additional circuit designs we have developed. However, as with many companies in
the semiconductor industry, it may become necessary or desirable in the future
for us to obtain licenses from others relating to our products.
We have received federal registration of the term "Novcel" a term we use to
describe our technology. We have not sought federal registration of any other
trademarks, including "Simtek" and "QuantumTrapTM" or our logo.
EMPLOYEES
As of the date of this prospectus, we had 45 full-time employees.
FACILITIES
We lease approximately 12,000 square feet of space in Colorado Springs,
Colorado. This space includes a product engineering test floor of approximately
2,350 square feet. The lease expires on December 31, 2001. During 2000, we
signed a lease for a new location in Colorado Springs, Colorado for
approximately 16,000 square feet of space that includes a product engineering
test floor of approximately 3,000 square feet. The new lease agreement requires
the new landlord to begin paying all costs related to the old location at the
time we take occupancy at the new location. In March 2001, we moved into the new
facility, located at 4250 Buckingham Drive #100, Colorado Springs, CO 80907.
LEGAL PROCEEDINGS
There were no legal proceedings against us as of the date of this report.
MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS
On November 16, 2000, we had a special meeting of shareholders to ratify
the selection of Hein + Associates, LLP as our independent auditors for the year
ending December 31, 2000. The proposal was passed with the voting of 32,532,148
For, 97,355 Against, and 138,458 Abstained.
29
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers are as follows:
Name Age Position
---- --- --------
Douglas M. Mitchell.............................. 51 Director, Chief Executive Officer and President, Chief
Financial Officer (acting)
Klaus C. Wiemer.................................. 63 Director
Robert H. Keeley................................. 59 Director
John Heightley................................... 64 Director
DOUGLAS M. MITCHELL, served as our Chief Operating Officer from July 1,
1997 until January 1, 1998 at which time he became Chief Executive Officer,
President and a director. Mr. Mitchell has over 20 years of experience in the
semiconductor and electronics systems industry holding various marketing and
sales management positions. Prior to joining us, he was President and Chief
Executive Officer of a wireless communications company, Momentum Microsystems.
Prior to this Mr. Mitchell was Vice President of Marketing with SGS-Thomson
Microelectronics, responsible for marketing and applications engineering of
Digital Signal Processing, transputer, microcontroller and graphics products in
North America. SGS-Thomson had acquired Inmos Corporation where Mr. Mitchell had
been Manager, US Marketing and Sales. Mr. Mitchell has held management positions
at Texas Instruments and Motorola and has been responsible for various product
definition and product development. Mr. Mitchell holds a Bachelors degree in
electrical engineering from the University of Texas and a Masters of Business
Administration degree from National University.
KLAUS C. WIEMER, has served as a director since May 1993. He also serves on
the boards of Neomagic Corp (NMGC) of Santa Clara, CA and InterFET Corp of
Garland, TX. From July 1993 to May 1994, Dr. Wiemer served as President and
Chief Executive Officer of our company. Since May 1994, Dr. Wiemer has been an
independent consultant. From April 1991 to April 1993, Dr. Wiemer was President
and Chief Executive Officer of Chartered , and from July 1987 to March 1991, Dr.
Wiemer was President and Chief Operating Officer of Taiwan Semiconductor
Manufacturing Company. Prior to 1987, Dr. Wiemer was a consultant for the Thomas
Group specializing in the area of integrated circuit manufacturing and
previously worked for fifteen years with Texas Instruments. Dr. Wiemer holds a
Bachelors degree in physics from Texas Western College, a Masters degree in
physics from the University of Texas and a Ph.D. in physics from Virginia
Polytechnic Institute.
ROBERT H. KEELEY, has served as a director since May 1993. He is currently
the El Pomar Professor of Business Finance at the University of Colorado at
Colorado Springs. From 1986 until he joined the faculty at the University of
Colorado at Colorado Springs in 1992, Dr. Keeley was a professor in the
Department of Industrial Engineering and Engineering Management at Stanford
University. Prior to joining Stanford, he was a general partner of Hill and
Carmen (formerly Hill, Keeley and Kirby), a venture capital firm. Dr. Keeley
holds a Bachelors degree in electrical engineering from Stanford University, an
M.B.A. from Harvard University and a Ph.D. in business administration from
Stanford University. Dr. Keeley is also a director of Analytical Surveys, Inc.
and a number of private companies.
JOHN HEIGHTLEY, was appointed as a director in September 1998. Mr.
Heightley is currently executive vice president and chief technology officer for
United Memories of Colorado Springs. From 1990 to 1996, Mr. Heightley was
president and chief executive officer of Adaptive Solutions, Inc. In 1986 and
1987, he held the position of president and chief executive officer of Gigabit
Logic, Inc.; in 1987 he was appointed chairman of Gigabit along with his
responsibilities as president and chief executive officer. Mr. Heightley held
these positions until 1990. Prior to Gigabit, Mr. Heightley served as president
and chief executive officer of Ramtron Corporation from 1985 to 1986 and from
1978 to 1985 he served as a member of the board of directors, president, chief
30
operating officer and vice president of memory products for Inmos International,
plc. Mr. Heightley was granted a B.S. degree in Engineering Science from Penn
State University and earned a M.S. degree in Electrical Engineering from M.I.T.
Mr. Harold Blomquist resigned as a member of our board of directors on June
28, 2001. We will fill the vacancy on our board in accordance with our bylaws.
Subject to the requirement that the board of directors be classified if it
consists of six or more persons, directors serve until the next annual meeting
or until their successors are elected and have qualified. Officers serve at the
discretion of the board of directors. Vacancies on the board of directors are
filled by the existing directors. Under and subject to compliance with,
agreements entered into with ZMD, ZMD has the right to appoint two members to
the board of directors. ZMD has a competitive position to us in the marketplace
and at this time has no representation on our board of directors. All conditions
of the ZMD agreement are defined the Product License Development and Support
Agreement and the Cooperation Agreement between Simtek Corporation and ZMD.
SPECIAL PROVISIONS IN ARTICLES OF INCORPORATION
Our articles of incorporation contain a provision limiting the liability of
directors to the fullest extent permitted under the Colorado Corporation Code
(the "Code"). The Code allows a corporation to limit the personal liability of a
director to the corporation or its shareholders for monetary damages for
breaches of fiduciary duty as a director except for
(1) breaches of the director's duty of loyalty,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law,
(3) specific other acts specified in the Code, and
(4) transactions from which the director derived an improper benefit.
The provisions of the Code will not impair our ability to seek injunctive
relief for breaches of fiduciary duty. Such relief, however, may not always be
available as a practical matter.
Our articles of incorporation also contain a provision that requires us to
indemnify, to the fullest extent permitted under the Code, directors and
officers against all costs and expenses reasonably incurred in connection with
the defense of any claim, action, suit or proceeding, whether civil, criminal,
administrative, investigative or other, in which such person may be involved by
virtue of being or having been a director, officer or employee.
Insofar as indemnification for liabilities arising under the securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Simtek pursuant to the foregoing provisions, or otherwise, Simtek has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
31
EXECUTIVE COMPENSATION
The following table sets forth specific information for each of our last
three fiscal years with respect to the annual and long-term compensation of the
only individual acting as the Chief Executive Officer during the fiscal year
ended December 31, 2000. No other executive officers as of December 31, 2000 had
combined annual salary and bonus for the fiscal year ended December 31, 1998
that exceeded $100,000.
Summary Compensation Table
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------
Name Other Restricted
and Annual Stock LTIP All Other
Principal Compen- Award(s) Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) ($) SARs(#) ($) sation($)
--------- -------------------------------------------------------------------------------------
Douglas M. Mitchell(1) 2000 $150,000 $62,500 -- -- 40,000 -- --
Chief Executive Officer 1999 $120,000 -- -- -- 30,000 -- --
and President 1998 $120,000 -- -- -- 250,000 -- --
(1) Mr. Mitchell became our Chief Executive Officer and President on January 1,
1998.
OPTION GRANT TABLE
The following table sets forth specific information with respect to options
granted by us during the fiscal year ended December 31, 2000 to the individual
named in the summary compensation table above.
Shares Potential
subject to Market Realizable Value
Options/SAR's Price at Assumed
Shares Granted to Exercise per Annual Rate of
subject to Employees Price Share on Stock Price
Options/SAR's in Fiscal Per Date of Expiration Appreciation for
Name Granted % of Total Share Grant Date Option Term
----------------------------------------------------------------------------------------------------------------------
5% 10%-QSO QPRP
-----------------------
5% 10%
-----------------------
Douglas M. Mitchell 40,000(1) 4.1% $0.25 $0.25 1/14/2007 $4,071 $9,487
(1) 40,000 options were granted to Mr. Mitchell in his capacity as Chief
Executive Officer and President, these options vest at 1/36th per month
over 3 years.
32
YEAR-END OPTION TABLE
The following table sets forth as of December 31, 2000 the number of shares
subject to unexercised options held by the individual named in the summary
compensation table above. 550,000 options had an exercise price greater than the
last sale price of our common stock underlying the options as reported by the
OTC Electronic Bulletin Board on the last trading day of the fiscal year ended
December 31, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Value of Unexercised
Number of Unexercised in-the-money
Options/SARs at Fiscal Options/SARs
Shares Value Year-End at Fiscal Year-End
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise (#) ($) (#) (#) ($) ($)
-----------------------------------------------------------------------------------------------------------------------
Douglas M. Mitchell 100,000 $198,952 541,389 78,611 $10,111 $14,389
EMPLOYMENT AGREEMENTS
Mr. Mitchell is employed as President and Chief Executive Officer pursuant
to an employment agreement with us. Under the terms of the employment agreement,
Mr. Mitchell receives and annual salary of $150,000 and such additional benefits
that are generally provided other employees. Mr. Mitchell's employment agreement
expires June 1, 2001 but is automatically renewed for successive one-year terms
unless we or Mr. Mitchell elects not to renew. If we terminate the employment of
Mr. Mitchell without cause, Mr. Mitchell is entitled to continuation of his base
salary and benefits, mitigated by income Mr. Mitchell may earn, for the
remainder of the term of the agreement. Mr. Mitchell is subject to a
noncompetition covenant for a period of one year from the date of termination.
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTS
We generally require our employees to execute confidentiality and
nondisclosure agreements upon the commencement of employment with us. The
agreements generally provide that all inventions or discoveries by the employee
related to our business and all confidential information developed or made known
to the employee during the term of employment shall be the exclusive property of
us and shall not be disclosed to third parties without the prior approval of us.
DIRECTORS' COMPENSATION
Each director who is not also an employee receives $1,000 for each meeting
of the Board, attended in person, and $500 for each meeting of a committee of
the Board. Directors are also reimbursed for their reasonable out-of-pocket
expenses incurred in connection with their duties to us. During the fiscal year
ended December 31, 2000, 15,000 stock options were granted, at the market price
on date of grant, each to Dr. Klaus Wiemer , Dr. Robert Keeley, Mr. Harold
Blomquist and Mr. John Heightley.
SECURITY OWNERSHIP
The first table below sets forth specific information regarding ownership
of our common stock as of June 21, 2001, by each person who is known by us to
beneficially own more than five percent of our common stock, by each director,
by each executive officer named in the summary compensation table and by all
directors and executive officers as a group. Shares issuable within sixty days
upon the exercise of options are deemed outstanding for the purpose of computing
the percentage ownership of persons beneficially owning such options or holding
such notes but are not deemed outstanding for the purpose of computing the
33
percentage ownership of any other person. To the best of our knowledge, the
persons listed below have sole voting and investment power with respect to the
shares indicated as owned by them subject to community property laws where
applicable and the information contained in the notes to the table.
Number of Percentage
Name and Address of Beneficial Owner Shares Owned of Class
------------------------------------ ------------ ---------
Hugh Norman Chapman 3,061,111(1) 5.70%
4785 Rustler Ct.
Colorado Springs, CO 80918
Douglas M. Mitchell 618,553(2) 1.14%
205 Ridge Dr.
Woodland Park, CO 80863
Klaus C. Wiemer 120,000(3) *
5705 Archer Court
Dallas, TX 75252
Robert H. Keeley 95,000(4) *
12630 Milan Road
Colorado Springs, CO 80908
John D. Heightley 55,000(5) *
1275 Log Hollow Point
Colorado Springs, CO 80906
All officers and directors as a group 918,553(6) 1.63%
(5 persons)
* Less than one percent.
(1) Represents 3,000,000 shares of our common stock that Mr. Chapman received
upon our acquiring Integrated Logic and represents 61,111 shares issuable
upon exercise of options.
(2) Represents 574,167 shares issuable upon exercise of options and 44,386
shares acquired from the Q-DOT acquisition.
(3) Represents 120,000 shares issuable upon exercise of options.
(4) Includes 95,000 shares issuable upon exercise of options.
(5) Represents 55,000 shares issuable upon exercise of options.
(6) Includes 874,167 shares issuable upon exercise of stock options.
34
SELLING SHAREHOLDERS
The following table sets forth information about our selling shareholders.
Percentage Number of
of Class Shares
Number of Following Number of Following
Name and Address of Selling Shareholders Shares Owned the Offering Shares Offered the Offering
---------------------------------------- ------------ ------------ ---------------- ------------
Mr. William B. Bliss 1,136,581 2.12% 397,804 738,777
2985 Broadmoor Valley Road
Colorado Springs, CO 80906
Mr. Thomas K. Bohley 17,663 * 6,183 11,480
P. O. Box 7345
Colorado Springs, CO 80933-7345
Mr. Bruce B. Brundage 53,871 * 18,855 35,016
7837 S. Perry Park Rd.
Larkspur, CO 80118
Ms. Mary F. Crockett 1,767 * 619 1,148
1402 Lorraine Street
Colorado Springs, CO 80906-2146
Mr. Russell Farmer 51,451 * 18,008 33,443
15098 Zuni Street
Broomfield, CO 80020
Mr. Morgan L. Fitch, Jr. 583,746 1.09% 204,312 379,434
4640 Clausen
Western Springs, IL 60558
Mr. Steven R. Freeman 12,364 * 4,328 8,036
2241 S. Huran Pkwy., #4
Ann Arbor, MI 48104
Mr. David A Gradl 226,663 * 79,333 147,330
1308 Pickwick Court
Naperville, IL 60563
Mr. Michael E. Harrell 1,767 * 619 1,148
2263 Havenridge Dr.
Colorado Springs, CO 80920
Mr. Donald L. Herman, Jr. 33,771 * 11,820 21,951
435 Maverick Way
Monument, CO 80132
Dr. Robert J. Kansy 33,771 * 11,820 21,951
5509 Harbor Town Dr.
Dallas, TX 75287
35
Mr. James H. Lauffenberger 17,663 * 6,183 11,480
6427 Rifle Circle
Colorado Springs, CO 80919
Ms. Barbara S. Linnenbrink 489,287 * 171,251 318,036
475 Silver Saddle
Monument, CO 80132
Mr. Thomas E. Linnenbrink 894,128 1.67% 312,945 581,183
5985 Nora Point, #202
Colorado Springs, CO 80919
Mr. Douglas M. Mitchell 44,386 * 15,536 28,850
205 Ridge Rd.
Woodland Park, CO 80863
Mr. Marc A. Morin 1,961 * 687 1,274
161 W. Ridge Dr.
Woodland Park, CO 80863
Dr. Margaret S. Mortz 35,325 * 12,364 22,961
3420 S. Ridgeview Drive
Spokane, WA 99206-9556
Mr. James J. Myrick 408,057 * 142,820 265,237
748 Greenwood Ave.
Glencoe, IL 60022
Mr. Timothy G. O'Shaughnessy 884 * 310 574
12415 Latigo Blvd.
Elbert, CO 80106
Dr. David E. Reed 17,663 * 6,183 11,480
9747 W. 99th Place
Westminister, CO 80021
Mr. J. Ray Rice 2,208 * 773 1,435
7555 Wildridge Rd.
Colorado Springs, CO 80908
Dr. Peter C. T. Roberts 17,663 * 6,183 11,480
639 N. Sunway Drive
Gilbert, AZ 85233
Mr. William J. Schneweis 884 * 310 574
22 Pinon Lake Dr.
Divide, CO 80814
Mr. Brian L. Sperry 33,789 * 11,827 21,962
2877 Loma Place
Boulder, CO 80301
Mr. Alan Steiner 53,871 * 18,855 35,016
19410 Glen Cannon Way
Monument, CO 80132
36
Alan B. and Barbara W. Steiner Trust 52,988 * 18,546 34,442
19410 Glen Cannon Way
Monument, CO 80132
(Alan B. Steiner, trustee)
Patlaw Trust 910,466 1.69% 318,664 591,802
c/o Jerry Prokaski, Bob Fox, Ken Samples
120 S. LaSalle Street, Suite 1600
Chicago, IL 60603
(Robert J. Fox, trustee)
Dr. Mark V. Wadsworth 17,663 * 6,183 11,480
520 Manzanita Ave.
Sierra Madre, CA 91024
Ms. Diane R. Williams 17,663 * 6,183 11,480
3740 Saints Ct.
Colorado Springs, CO 80904
Mr. Ronald J. Wood 1,767 * 619 1,148
11420 Salem Ct.
Peyton, CO 80831
* Less than 1 percent
The selling security holders received as part of our merger with Q-DOT the
shares of Simtek common stock that we are registering. Under the merger
agreement, Q-DOT merged with and into us and Q-DOT, Inc., by virtue of the
merger, became a wholly owned subsidiary of us. Although duly notified of their
appraisal rights, no Q-DOT stockholders exercised appraisal rights. Q-DOT's 30
stockholders received, on a pro rata basis, a total of 1,810,123 shares of our
common stock. The transaction was valued at $4 million. The transaction closed
on or about March 14, 2001, on which date we had received all consideration for
our common stock. The transaction was a private placement exempt from
registration pursuant to Rule 506 of Regulation D promulgated by the SEC. There
were fewer than 35 purchasers of our securities, of whom 12 were accredited
investors. We provided each purchaser with the information required under
Regulation D. We reasonably believed that each purchaser, either alone or with a
purchaser representative, was capable of evaluating the risks and merits of
investing in Simtek stock. To the best of our knowledge, no general solicitation
or advertising occurred. Following the merger, we filed a Form D with the SEC as
required by Regulation D.
Mr. Douglas Mitchell, our Chief Executive Officer, President, Chief
Financial Officer (acting), and one of our directors, served as a director and
stockholder of Q-DOT immediately prior to the merger. Mr. Mitchell owned 44,386
shares of our common stock (excluding stock options) on the date of this
prospectus and, following the offering and sale of 15,536 shares, he will own
28,850 shares, or less than 1% of our common stock.
SPECIFIC RELATIONSHIPS AND RELATED TRANSACTIONS
Our president and director, Douglas Mitchell was also a director of Q-DOT
prior to our acquisition of Q- DOT. Mr. Mitchell disclosed all material facts as
to his conflict of interest in the acquisition. The board of directors
determined that the acquisition was fair to us and in our best interest. Mr.
Mitchell abstained from the vote of the Q- DOT and Simtek board of directors
decision to approve the acquisition. At the time of acquisition, Mr. Mitchell
owned approximately 1% of the Q-DOT shares and he received 44,386 shares of our
common stock in connection with our acquisition of Q-DOT, pro rata with the
terms that all of the other Q-DOT shareholders'.
37
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 80,000,000 shares of common stock, par value
$0.01 per share. Each share of common stock entitles the holder thereof to one
vote on all matters submitted to a vote of the shareholders. Holders of common
stock do not have preemptive rights or rights to convert their common stock into
other securities. Holders of common stock are entitled to receive ratably such
dividends as may be declared by the board of directors out of funds legally
available therefor. In the event of our liquidation, dissolution or winding up,
holders of the common stock have the right to a ratable portion of the assets
remaining after payment of liabilities.
PREFERRED STOCK
Our Articles of Incorporation authorize 2,000,000 shares of $1.00 par value
preferred stock. The board of directors has the authority to issue preferred
stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series and the designation
of such series, without further vote or action by the shareholders. The issuance
of preferred stock may have the effect of delaying, deferring or preventing a
change in control of us without further action by the shareholders and may
adversely affect the voting power and other rights of the holders of common
stock, including the loss of voting control to others. As of the date of this
prospectus, there are not shares of preferred stock outstanding.
PLAN OF DISTRIBUTION
These shares are being offered hereby for sale by twenty nine of our
shareholders who received these shares in a unregistered transaction. These
shares will be offered by the selling shareholders from time to time (i) on the
over- the-counter market, where the common stock is traded, or elsewhere, at
fixed prices which may be changed, at market prices prevailing at the time of
offer and sale, at prices related to such prevailing market prices or at
negotiated prices and (ii) in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale. The selling
shareholders may effect such transactions by offering and selling the shares
directly or to or through securities broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or the purchasers of the shares for whom such
broker-dealers may act as agent or to whom the selling shareholders may sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customer commissions).
The selling shareholders and any broker-dealers who are in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
We have advised the selling shareholders that they and any securities
broker-dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus deliver requirements under the Securities Act. We have
also advised the selling shareholders that in the event of a "distribution" of
shares, any "affiliated purchasers," and any broker-dealer or other person who
participates in such distribution may be subject to Regulation M under the
Exchange Act until his or its participation in that distribution is completed. A
"distribution" is defined in Rule 101 of Regulation M as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods." Regulation M makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the same class
as is the subject of the distribution.
LEGAL MATTERS
The validity of the shares offered hereby will be passed by Holme Roberts &
Owen LLP, Denver, Colorado.
38
EXPERTS
The financial statements of Simtek Corporation as of December 31, 2000 and
for the years ended December 31, 2000 and December 31, 1999 included within this
Prospectus have been so included in reliance on the report of Hein + Associates,
LLP, independent auditors, given on the authority of said firm as experts in
auditing and accounting.
39
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Accordingly, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. You may inspect our reports, proxy statements and other information
without charge at the public reference facilities of the Commission's principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, NY 10048. You may also obtain
copies there at the prescribed rates. You may obtain information on the
operation of the Commission's public reference facilities by calling the
Commission in the United States at 1-800-SEC-0330. The Commission also maintains
a web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
We have filed with the Commission, a registration statement on Form SB-2
under the Securities Act of 1933, as amended (the"Securities Act"), with respect
to the common stock we are offering (the "registration statement"). This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules thereto. For further information about
us and the common stock offered, you should refer to the registration statement,
including the exhibits and schedules thereto, which may be inspected at, and
copies thereof may be obtained at prescribed rates from, the public reference
facilities of the Commission at the addresses set forth above.
40
SIMTEK CORPORATION
INDEX TO FINANCIAL STATEMENTS
PAGE
Independent Auditor's Report................................................................................... F-2
Consolidated Balance Sheet - December 31, 2000................................................................. F-3
Consolidated Statements of Operations - For the Years Ended December 31, 2000 and 1999......................... F-4
Consolidated Statements of Changes in Shareholders' Equity - For the Years Ended December
31, 2000 and 1999..................................................................................... F-5
Consolidated Statements of Cash Flows - For the Years Ended December 31, 2000 and 1999......................... F-6-F-7
Notes to Consolidated Financial Statements - For the Years Ended December 31, 2000 and 1999.................... F-8-F-23
Consolidated Balance Sheet - March 31, 2001.................................................................... F-24
Consolidated Statement of Operations - For the three months ended March 31, 2001 and 2000...................... F-25
Consolidated Statement of Cash Flows - For the three months ended March 31, 2001 and 2000...................... F-26
Notes to Consolidated Financial Statements - For the three months ended March 31, 2001 and 2000................ F-27
F-1
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Simtek Corporation
Colorado Springs, Colorado
We have audited the accompanying consolidated balance sheet of Simtek
Corporation and subsidiary as of December 31, 2000 and the related statements of
operations, changes in shareholders' equity and cash flows for each of the years
in the two-year period ended December 31, 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Simtek Corporation
as of December 31, 2000, and the results of their operations and their cash
flows for each of the years in the two-year period ended December 31, 2000, in
conformity with general accepted accounting principles.
/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP
Denver, Colorado
February 5, 2001, except for restatements as a result of the pooling of
interests of Q-DOT, Inc. as described in Note 2, for which the date is March 13,
2001
F-2
SIMTEK CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 2,853,769
Certificate of deposit, restricted 300,000
Accounts receivable - trade, net of allowance
for doubtful accounts and return allowances
of $177,098 1,775,864
Inventory 1,130,629
Prepaid expenses and other 906,388
------------
Total current assets 6,966,650
EQUIPMENT AND FURNITURE, net 888,296
OTHER ASSETS 163,472
------------
TOTAL ASSETS $ 8,018,418
============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,085,370
Accrued expenses 532,964
Accrued wages 302,097
Accrued vacation payable 103,476
Line of credit 84,050
Current portion of notes payable 34,809
Obligation under capital leases 47,344
------------
Total current liabilities 2,190,110
NOTES PAYABLE 20,000
OBLIGATIONS UNDER CAPITAL LEASES, NET OF CURRENT PORTION 153,670
------------
Total liabilities 2,363,780
COMMITMENTS (Note 6)
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 2,000,000 shares
authorized, none issued -
Common stock, $.01 par value; 80,000,000 shares
authorized, 53,634,245 shares issued
and outstanding 536,342
Additional paid-in capital 37,497,590
Accumulated deficit (32,379,294)
------------
Total shareholders' equity 5,654,638
------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,018,418
============
See accompanying notes to these consolidated financial statements.
F-3
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------
2000 1999
------------ --------------
NET SALES $14,467,814 $11,168,624
Cost of sales 8,423,529 6,172,643
----------- -----------
GROSS MARGIN 6,044,285 4,995,981
OPERATING EXPENSES:
Research and development costs 6,158,189 2,240,273
Sales and marketing 1,170,305 918,642
General and administrative 2,152,593 1,793,424
----------- -----------
Total operating expenses 9,481,087 4,952,339
----------- -----------
INCOME (LOSS) FROM OPERATIONS (3,436,802) 43,642
----------- -----------
OTHER INCOME (EXPENSE):
Interest income 165,736 96,942
Interest expense (77,234) (172,424)
Equity in losses of QDA and write off of related advances (194,662) (52,514)
Other income (expense) 2,620 (6,172)
----------- -----------
Total other income (expense) (103,540) (134,168)
----------- -----------
NET LOSS BEFORE PROVISION FOR INCOME TAXES $(3,540,342) $ (90,526)
----------- -----------
Provision for income taxes - 32,400
----------- -----------
NET LOSS $(3,540,342) $ (122,926)
=========== ===========
NET LOSS PER COMMON SHARE:
Basic and diluted EPS $ (.07) $ *
=========== ===========
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic and diluted EPS 48,337,167 38,345,697
=========== ===========
----------------------
*Less than $.01 per share.
See accompanying notes to these consolidated financial statements.
F-4
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Common Stock Additional Total
---------------------------- Paid-in Accumulated Shareholders'
Shares Amount Capital Deficit Equity
---------- ------------ ------------ ------------ -------------
BALANCES, January 1, 1999 38,166,957 $381,669 $30,349,288 $(28,579,097) $ 2,151,860
Contributions - - 202,752 - 202,752
Exercise of stock options 210,000 2,100 32,166 - 34,266
Sale of common stock - - 23,145 - 23,145
Stock issued for directors fees - - 14,499 - 14,499
Net loss - - - (122,926) (122,926)
---------- -------- ----------- ----------- -----------
BALANCES, December 31, 1999 38,376,957 383,769 30,621,850 (28,702,023) 2,303,596
---------- -------- ----------- ----------- -----------
Exercise of stock options 1,863,016 18,630 278,437 - 297,067
Webgear purchase 4,150,000 41,500 4,046,146 - 4,087,646
Conversion of debt 8,244,272 82,443 1,488,959 - 1,571,402
Stock issuance for services 1,000,000 10,000 1,021,200 - 1,031,200
Contributions - - 16,103 - 16,103
Sale of common stock - - 1,963 - 1,963
Stock issued for directors fees - - 6,734 - 6,734
Stock issued for compensation - - 16,198 - 16,198
Adjustment for net income during
the three month period ended
March 31, 2000 (Note 2) - - - (136,929) (136,929)
Net loss - - - (3,540,342) (3,540,342)
---------- -------- ----------- ------------ -----------
BALANCES, December 31, 2000 53,634,245 $536,342 $37,497,590 $(32,379,294) $ 5,654,638
========== ======== =========== ============ ===========
See accompanying notes to these consolidated financial statements.
F-5
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
2000 1999
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,540,342) $ (122,926)
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization
430,962 391,718
Stock issuance for services 22,932 14,499
Webgear purchase of incomplete research and development 3,962,645 -
Contributed service - 70,000
Unrealized gain of securities - 6,930
Net change in allowance accounts 196,407 (90,936)
Deferred financing fees 1,865 11,191
Deferred income taxes - 29,800
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (152,364) (174,429)
Inventory (85,270) (48,930)
Investments - 13,146
Prepaid expenses and other 174,311 38,860
Increase (Decrease) in:
Accounts payable (39,689) 342,754
Accrued expenses 44,371 (179,291)
Customer deposits (53,010) 51,850
---------- ----------
Net cash provided by operating activities 962,818 354,236
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase/Sales of equipment and furniture, net (381,165) (317,625)
Decrease (increase) in certificate of deposit, restricted 100,000 (300,000)
Advances to equity investment 14,606 (3,425)
---------- ----------
Net cash used in investing activities (266,559) (621,050)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation (40,644) (13,914)
Borrowings from line-of-credit and the issuance of a note 908,231 1,715,769
Payments on lines of credit (1,133,000) (1,698,538)
Payments on notes payable (136,135) (124,610)
Exercise of stock options 297,067 34,266
Sale of common stock 1,963 23,145
Contributions 16,103 132,752
---------- ----------
Net cash provided by (used in) financing activities (86,415) 68,870
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 609,844 (197,944)
See accompanying notes to these consolidated financial statements.
F-6
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(cont.)
CASH AND CASH EQUIVALENTS, beginning of year 2,243,925 2,385,602
---------- ----------
CASH AND CASH EQUIVALENTS, end of year $2,853,769 $2,187,658
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 77,435 $ 172,424
========== ==========
Cash paid (refund of) for income taxes $ 14,200 $ (8,480)
========== ==========
NONCASH INVESTING AND FINANCING TRANSACTIONS:
Conversion of debenture into shares of common stock, net of deferred
Financing costs related to debenture $1,441,249 $ -
========== ==========
Conversion of payable to ZMD into shares of common stock $ 130,153 $ -
========== ==========
Purchase of equipment through payables and capital leases $ - $ 255,573
========== ==========
Issuance of stock for prepaid services $ 730,434 $ -
========== ==========
Issuance of stock for patents and trademarks $ 118,750 $ -
========== ==========
See accompanying notes to these consolidated financial statements.
F-7
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------------------
NATURE OF BUSINESS OPERATIONS - Simtek Corporation (the "Company") designs,
develops, markets and subcontracts the production of high performance
nonvolatile semiconductor memories and programmed semiconductor logic
products. The Company's operations have concentrated on the design and
development of the 256 kilobit, 64 kilobit, and 16 kilobit nonvolatile
semiconductor memory product families and associated products and
technologies as well as the development of sources of supply and
distribution channels. The Company also provides electronics engineering
research and development contracts.
CONSOLIDATION POLICY - The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary Q-DOT.
The Company holds 1% interest in Q-DOT Acoustics, LLC (QDA) but has
effective control over it due to an operating agreement which gives the
Company control of all operational decisions. In addition, all losses of
QDA are allocated to the company and net profits are allocated first to the
Company to the extent of any previous allocations of losses. Any additional
profits of QDA are allocated prorata based on percentage of ownership. The
other major shareholders of QDA are minor shareholders of the Company. QDA
is accounted for by the equity method of accounting.
REVENUE RECOGNITION SEMICONDUCTOR PRODUCTS - Product sales revenue is
recognized when a valid purchase order has been received and the products
are shipped to customers, including distributors. Customers receive a
one-year product warranty and sales to distributors are subject to a
limited product exchange program and product pricing protection in the
event of changes in the Company's product price. The Company provides a
reserve for possible product returns, price changes and warranty costs at
the time the sale is recognized.
REVENUE RECOGNITION GOVERNMENT CONTRACTS - Revenues from cost-plus-fee
contracts are recognized on the basis of costs incurred during the period
plus the fee earned. Revenues from fixed-price contracts are recognized on
the percentage-of-completion method. The percentage-of-completion is
measured by the total costs incurred to date to estimated total costs for
each contract. This method is used because management considers costs
incurred to be the best available measure of progress on these contacts.
Because of inherent uncertainties in estimating costs, it is reasonably
possible that the estimates used will change within the near term.
CONTRACT REVENUES AND RELATED COSTS - Substantially all of Q-DOT revenues
result from contract services performed for the various agencies of United
States Government (the "Government") under a variety of contracts and
subcontracts, some of which provide for reimbursement of costs-plus-fees,
and others which are fixed-price. The majority of the contracts are for
services performed in Colorado. For some services rendered on Government
contracts which the time between providing the services and the final cash
realization from the sale of such services may extend two or more years.
Costs on contracts with the government (including allocable indirect costs)
are subject to audit and adjustment by negotiations between the Company and
Government representatives. Costs submitted for reimbursement are subject
to Government audits for compliance with government costs accounting
F-8
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
standards, federal acquisitions regulations and other contract terms.
Negotiations for all of the years through March 31, 1997 have been
completed without any material adjustments. Management does not believe the
results of the March 31, 1998, March 31, 1999, March 31, 2000 and December
31, 2000 Government audits and subsequent negotiations will have a material
effect on the accompanying financial statements.
Direct costs of contracts include all direct labor, supplies, and equipment
costs. Provisions for estimated losses on uncompleted contracts are made in
the period in which such losses are determined. Changes in job performance,
job conditions, and estimated profitability and final contract settlements
may result in revisions to costs and income and are recognized in the
period in which the revisions are determined.
At the time a loss on a contract becomes known, the entire amount of the
estimated loss on both short and long-term contracts is accrued.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents. As of December 31, 2000, substantially all of the Company's
cash and cash equivalents were held by a single bank, of which
approximately $2,894,630 was in excess of Federally insured amounts.
INVENTORY - The Company records inventory using the lower of cost
(first-in, first-out) or market. Inventory at December 31, 2000 includes:
Raw materials $ 177,947
Work in process 872,948
Finished goods 176,398
----------
1,227,293
Less reserves (96,664)
----------
$1,130,629
==========
DEPRECIATION - Equipment and furniture are recorded at cost. Depreciation
is provided over the assets' estimated useful lives of three to seven years
using the straight-line and accelerated methods. The cost and accumulated
depreciation of furniture and equipment sold or otherwise disposed of are
removed from the accounts and the resulting gain or loss is included in
operations. Maintenance and repairs are charged to operations as incurred
and betterments are capitalized.
RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged
to operations in the period incurred.
ADVERTISING - The Company incurs advertising expense in connection with the
marketing of its product. Advertising costs are expensed as advertising
takes place. Advertising expense was $87,672 and $94,936 in 2000 and 1999,
respectively.
LOSS PER SHARE - The loss per share is presented in accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings Per Share. SFAS No. 128 replaced the presentation of primary and
F-9
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fully diluted earnings (loss) per share (EPS) with a presentation of basic
EPS and diluted EPS. Basic EPS is calculated by dividing the income or loss
available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock. As the Company
incurred losses in 1999 and 2000, all common stock equivalents would be
considered anti-dilutive. For purposes of calculating diluted EPS,
2,817,722 and 1,337,750 options for 2000 and 1999, respectively, were
excluded from diluted EPS as they had an anti-dilutive effect. The
convertible debentures also had an anti-dilutive effect on 1999 and were,
therefore, excluded from the computation of diluted EPS.
ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying notes. The actual
results could differ from those estimates. The Company's financial
statements are based upon a number of estimates, including the allowance
for doubtful accounts, technological obsolescence of inventories, the
estimated useful lives selected for property and equipment, sales returns,
warranty reserve, percentage of completion on projects in process at
year-end, and the valuation allowance on the deferred tax assets. Due to
the uncertainties inherent in the estimation process, it is at least
reasonably possible that the estimates for these items could be further
revised in the near term and such revisions could be material.
FINANCIAL INSTRUMENTS - The estimated fair values for financial instruments
are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined
with precision. The carrying amounts of the accounts receivable, accounts
payable and accrued liabilities approximate fair value because of the
short-term maturities of these instruments. The fair value of notes payable
approximates their carrying value as generally their interest rates reflect
the Company's current effective annual borrowing rate.
CONCENTRATION OF CREDIT RISK - Financial instruments that potentially
subject the Company to significant considerations of credit risk consist
primarily of accounts receivable. The Company has no significant
off-balance sheet concentrations of credit risk. Accounts receivable are
typically unsecured and are derived from transactions with and from
customers located in the United States.
IMPAIRMENT OF LONG-LIVED ASSETS - In the event that facts and circumstances
indicate that the cost of assets or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow value is required.
STOCK-BASED COMPENSATION - As permitted under the SFAS No. 123, Accounting
for Stock-Based Compensation, the Company accounts for its stock-based
compensation in accordance with the provisions of Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. As
such, compensation expense is recorded on the date of grant if the current
market price of the underlying stock exceeds the exercise price. Certain
pro forma net income and EPS disclosures for employee stock option grants
F-10
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
are also included in the notes to the financial statements as if the fair
value method as defined in SFAS No. 123 had been applied. Transactions in
equity instruments with non-employees for goods or services are accounted
for by the fair value method. In fiscal 2000, the Company adopted the
Financial Accounting Standards Board Interpretation No. 44 which requires
that outside directors be considered employees for purposes of stock option
accounting, if the Company is accounting for its employee stock-based
compensation in accordance with APB 25. It also affects modifications to
fixed stock options or awards that effects the life, exercise price, or the
number of shares to be issued. The adoption of this interpretation did not
have a material effect on the Company's consolidated financial statements.
INCOME TAXES - The Company accounts for income taxes under the liability
method of SFAS No. 109, whereby current and deferred tax assets and
liabilities are determined based on tax rates and laws enacted as of the
balance sheet date. Deferred tax expense represents the change in the
deferred tax asset/liability balance. Valuation allowances are recorded for
deferred tax assets that are not expected to be realized.
BUSINESS SEGMENTS - The Company has adopted Statement of Accounting
Standards No. 131, Disclosures About Segments of an Enterprise and Related
Information ("SFAS 131"), which established standards for the way companies
report information about their operating segments. Prior period amounts
have been restated to conform to the requirements of this new statement.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued in June 1998.
This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Company's financial statements
for the year ended December 31, 2001 and the adoption of this standard is
not expected to have a material effect on the Company's financial
statements.
In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin (SAB) 101, Revenue Recognition in Financial
Statements. SAB 101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on the following four criteria; persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the seller's
price to the buyer is fixed or determinable, and collectibility is
reasonably assured. SAB 101, as amended , was effective no later than the
fourth fiscal quarter of the Company's fiscal year ending year 2000. The
adoption of SAB 101 did not have a material effect on its financial
position or result of operations.
2. ACQUISITIONS:
------------
On May 9, 2000, Simtek Corporation acquired 100% of the outstanding stock
of Integrated Logic Systems Incorporated (Integrated Logic) which designs
and sells metal gate array integrated circuits in Colorado Springs,
Colorado for common stock (3,000,000 shares) with a market value at the
date of issuance of $3.75 million. The acquisition was accounted for as a
pooling of interests, and the results of the Integrated Logic business have
been combined with those of Simtek Corporation, as if the two businesses
had been merged throughout the periods presented.
F-11
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is Integrated Logic's operating results for the period from
January 1, 2000 to May 9, 2000 which has been included in the Company's
results of operations for the year ending December 31, 2000:
Revenue $ 279,585
Expenses (233,763)
---------
Net $ 45,822
=========
On July 31, 2000, Simtek Corporation acquired 100% of the outstanding stock
of Macrotech Semiconductor, Inc. (Macrotech) which is involved in the
design, development and production of gate array integrated circuits and
related services in San Jose, California for common stock (1,250,000
shares) with a market value at the date of issuance of $1.76 million. The
acquisition was accounted for as a pooling of interests, and the results of
the Macrotech business have been combined with those of Simtek Corporation,
as if the two businesses had been merged throughout the periods presented.
The following is Macrotech's operating results for the period from January
1, 2000 to July 31, 2000 which has been included in the Company's results
of operations for the year ending December 31, 2000:
Revenue $ 291,835
Expenses (248,508)
---------
Net $ 43,327
=========
On March 13, 2001, the Company acquired Q-DOT in exchange for approximately
5,172,000 shares of our Common Stock. Q-DOT specializes in advanced
technology research and development for data acquisition, signal
processing, imaging and data communications. Q-DOT will be operated as a
wholly owned subsidiary of Simtek for its government contract research and
development operations. The acquisition has been accounted for as a pooling
of interest, and the results of Q-DOT have been consolidated with those of
Simtek as if the two businesses had been merged throughout the periods
presented.
Q-DOT had a March 31, fiscal year-end and, accordingly, the Q-DOT
statements of operations for the year ended March 31, 2000 have been
combined with the Company's statements of operations for the fiscal year
ended December 31, 1999. In order to conform Q-DOT's March 31 year-end to
the Company's December 31, year-end, the consolidated statement of
stockholders' equity was adjusted for the $136,929 for the operations from
January 1, 2000 to March 31, 2000, which are included in the consolidated
statements of operations in both the years ended December 31, 1999 and
2000. The following is a summary of operating results for that period:
Revenue $ 923,632
Expenses 786,703
---------
Net income $ 136,929
=========
Separate revenues and net income of the Company, Integrated Logic Systems,
Macrotech Semiconductors, Inc. and Q-DOT Group, Inc. are presented in the
following table:
F-12
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2000 1999
---- ----
Revenue:
Simtek Corporation $11,579,330 $ 6,992,388
ILSI 279,585 703,588
Macrotech 291,835 58,976
Q-DOT 2,317,064 3,413,672
----------- -----------
Revenue, as reported $14,467,814 $11,168,624
=========== ===========
Net Income (Loss):
Simtek Corporation $(3,467,975) $ 132,255
ILSI 45,821 (68,224)
Macrotech 43,327 (213,501)
Q-DOT (161,515) 26,544
----------- -----------
Net (loss) as reported $(3,540,342) $ (122,926)
=========== ===========
3. EQUIPMENT AND FURNITURE:
-----------------------
Equipment and furniture at December 31, 2000 consists of thes following:
Leased software under capital leases $ 255,573
Research and development equipment
1,622,860
Computer equipment and software
1,808,613
Office furniture 248,709
Other equipment 135,644
----------
4,071,399
Less accumulated depreciation and amortization
(3,183,103)
----------
$ 888,296
==========
The cost of equipment and furniture acquired for research and development
activities that has alternative future use is capitalized and depreciated
over its estimated useful life.
Depreciation and amortization expense of $430,962 and $391,718 was charged
to operations for the years ended December 31, 2000 and 1999, respectively.
Included in the amortization expense for 2000 and 1999 was $51,120 and
$17,040, respectively, of amortization of software under capital leases. At
December 31, 2000, accumulated amortization for software under capital
leases was $68,160.
4. REVOLVING LINE-OF-CREDIT AND LETTER-OF-CREDIT:
---------------------------------------------
As of December 31, 2000, the Company had a $250,000 revolving
line-of-credit (LOC), a reduction of $100,000 since December 31, 1999. The
F-13
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LOC bears interest at prime plus .75% (9.5% at December 31, 2000) and
matures in March 2001. At December 31, 2000, the Company had no balance
outstanding. As of December 31, 2000, the Company had a second revolving
bank line of credit that expires February 1, 2001. At December 31, 2000,
the Company had $84,050 outstanding against this line of credit. Interest
is payable monthly and accrues at 10.25% annually.
The Company also has a note payable of $34,809 with the bank that bears
interest at prime plus 1%. The note is payable in monthly installments of
$2,083, plus interest, through June 30, 2002. Future payments on this note
payable are as follows: 2001 - $24,996; 2002 - $9,813.
Borrowings outstanding under these loan agreements are collateralized by
all of the Company's assets. The Company has certain covenants in
connection with these loans. The Company was not in compliance at December
31, 2000 and 1999 with certain covenants. Therefore, all bank borrowings
are classified as current, as the bank could demand repayment if the non
compliance is not cured. Subsequent to year end these notes were paid off.
Interest Expense for fiscal 2000 and 1999 was $77,234 and $172,424,
respectively.
The Company has a letter of credit arrangement with one of the Company's
suppliers which requires the Company to maintain a $300,000 certificate of
deposit as collateral, which is reflected as restricted cash.
5. CONVERTIBLE DEBENTURES:
----------------------
During June 1998, the Company received proceeds of $1,500,000 from the
issuance of convertible debentures (the "Debentures"). The Debentures were
convertible into shares of common stock of the Company. After a one-time
conversion price adjustment calculated pursuant to the original agreement,
the debentures conversion price changed from $.35 per share to $.195 per
share in May 1999. In February 2000, the entire $1,500,000 of convertible
debt was converted into 7,692,308 shares of common stock of the Company at
the conversion rate of $.195 per share.
6. COMMITMENTS:
------------
OFFICES LEASES - The Company leases office space under a lease, which
expires on December 31, 2001. Monthly lease payments are approximately
$12,000 (not including CAM charges). The Company has moved where monthly
lease payments will be approximately $14,000. The new lease agreement
effective March 1, 2001 to February 28, 2008 requires the new landlord to
begin paying all costs related to the old location starting on March 1,
2001.
Through the acquisition of Q-DOT, the Company has non-cancelable long-term
lease agreements for office space, office furnishings and equipment that
expire at various dates through April 2005. A facility lease and the
equipment leases contain an option to extend the leases for an additional
one-year period.
The Company leases furniture, equipment, and its office under operating
leases, which expire over the next seven years.
F-14
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future minimum lease payments under the equipment, furniture and office
leases described above are approximately as follows:
Year
--------
2001 $ 384,262
2002 328,368
2003 342,701
2004 354,125
2005 & After 715,719
----------
$2,125,175
==========
Office rent and equipment lease expense totaled $733,645 and $641,693 for
the years ended December 31, 2000 and 1999, respectively.
In addition, the Company leases research and development software under a
capital lease, which will expire over the next five years. At December 31,
2000, future minimum lease payments under the lease described above is
approximately as follows:
Year
--------
2001 $ 63,888
2002 63,888
2003 63,888
2004 47,916
----------
Total net minimum lease payments 239,580
Less amount representing interest (38,566)
----------
Present value of net minimum lease payments $ 201,014
==========
ACCRUED SALARY - Due to limited working capital of the Company, the
Company's former CFO agreed with the Company's Board of Directors to defer
his salary from April 1, 1994 through December 31, 1996. As of December 31,
2000, a total of $210,000 was accrued and unpaid.
7. SHAREHOLDERS' EQUITY:
--------------------
In 1999, the shareholders' of Macrotech, which was acquired by Simtek in
2000 and accounted for as a pooling of interest, contributed $70,000 in
services and paid for $132,000 of Marcotech's expenses. In 2000,
shareholders' of Macrotech contributed $16,103 in services prior to the
acquistion.
In February and March 2000, Renaissance Capital Group of Dallas, Texas
("Renaissance") converted the $1,500,000 debenture established in June 1998
into 7,692,308 shares of the Simtek Common Stock.
F-15
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During April, 2000, as significant shareholder of the Company (ZMD)
converted $130,153 liability into 551,964 shares of common stock of the
Company.
On May 9, 2000, the Company acquired Integrated Logic. The Company issued
3,000,000 shares of its common stock in exchange for all outstanding shares
of all classes of Integrated Logic stock. Integrated Logic designs and
sells programmed semiconductor logic products. The Company purchased
approximately $30,000 of product from Integrated Logic in the year
preceding the acquisition. The acquisition was accounted for as a pooling
of interest, and the results of Integrated Logic have been consolidated
with the Company's, as if the two had been merged throughout the periods
presented.
On June 16, 2000, the Company acquired 1,875,000 shares of the common stock
of WebGear, Inc., in return for 1,250,000 shares of Simtek's common stock.
On September 29, 2000, the Company purchased incomplete research and
development, patents and certain trademarks from WebGear, Inc. The original
contract price for the incomplete research and development totaled the
1,875,000 shares of WebGear, Inc. stock plus 3,400,000 shares of our common
stock of which 500,000 were held in escrow based on WebGear, Inc.
fulfilling all obligations under the contract. In December 2000, WebGear,
Inc. defaulted on one condition of the contract, thus forcing them to
relinquish the 500,000 escrow shares of Simtek's common stock which reduced
the shares issued to 2,900,000 of our common stock.
On July 31, 2000, the Company acquired Macrotech. The Company issued
1,250,000 shares of our common stock in exchange for all outstanding shares
of all classes of Macrotech stock. Macrotech designs and sells programmed
semiconductor logic products, which are an extension of the programmed
semiconductor logic products that Integrated Logic manufactures. The
acquisition was accounted for as a pooling of interest, and the results of
Macrotech have been consolidated with Simtek's, as if the two had been
merged throughout the periods presented.
On September 14, 2000, the Company entered into a one-year contract with
two investment bankers, E.B.M. Associates, Inc. and World Trade Partners.
Each company has received 500,000 shares of common stock, which were fully
vested upon issuance. Both companies will assist the Company in broadening
our financial market presence and establishing new relationships within the
industry, investment community and financial media, by arranging meetings
for our management with industry analysts, presenting company profiles to
analysts and brokerage firms, mailings and constant personal communication
with investors. E.B.M. Associates Inc. supports these activities primarily
in retail investment markets, while World Trade Partners supports these
activities primarily in institutional markets. E.B.M. Associates and World
Trade Partners cooperate to coordinate their activities. On September 14,
2000, the closing share price for the Company's common stock was $ 1.0312
per share and accordingly $1,031,000 was assigned to prepaid investor
relations. The cost associated with this transaction is being amortized
over the life of the contract, of which approximately $301,000 was expensed
in 2000. The balance will be expensed over the term of the contract, ending
in the third quarter of 2001.
On September 29, 2000, the Company purchased incomplete research and
development, patents and certain trademarks from WebGear, Inc. The
incomplete research and development consists of hardware and software
F-16
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
developed for wireless data communications that needs to be modified for
use with the Bluetooth technology standard. The Company originally issued
3,400,000 shares of our common stock which was amended in December 2000 to
2,900,000 by the return of 500,000 shares of common stock which were
previously held in escrow. The Company also returned to WebGear, Inc. the
1,875,000 shares of WebGear, Inc. common stock that Simtek acquired from
WebGear, Inc. on June 16, 2000. On September 29, 2000, the closing price of
Simtek's common stock was $0.8438 per share. The Company has valued the
purchased patents and trademarks at $125,000, which was capitalized and
recorded as intangible assets. The Company has valued the incomplete
research and development acquired from WebGear, Inc. at $3,962,646, which
was expensed immediately.
The discounted cash flow method was used to value the in-process technology
acquired. A ten year life and a 27.5% discount rate were used for
valuation. Calculations assumed revenues from products developed from the
incomplete research and development would commence in late 2001 and that
gross margins could be sustained at an average 50% over the projected
product lives. The Company has assumed that operating costs would follow
the normal percentage of revenue rates that the Company has established
over the past five years.
WebGear developed a wireless networking product that operates with a 900
MHz narrow-band radio and uses protocol conversion techniques, firmware and
software which are similar to the requirements to implement Bluetooth
bridging technology. These will be used as base-line technologies to
implement our integrated circuits, along with system architecture
definitions developed by WebGear that include hardware descriptions and
software protocol stacks. The Company estimates that we will invest
approximately $750,000 in further development costs to bring the first
product to market. Samples are scheduled for the second half of 2001 with
production within 3 months of sampling.
The Company estimates that the use of the purchased incomplete research and
development accomplishes two-thirds of the product development required for
sampling and management of the Company believes they have an 80%
probability of technical success. There is technical risk as the Bluetooth
industry standards organization is modifying and upgrading the
specification and potential market delays as major Bluetooth product
suppliers implement the standard in consumer products.
On March 13, 2001, the Company acquired Q-DOT in exchange for approximately
5,172,000 shares of Simtek's common stock. Q-DOT specializes in advanced
technology research and development for data acquisition, signal
processing, imaging and data communications. Q-DOT's projects have been
supported by conventional government and commercial contracts in addition
to government contacts sponsored by the Small Business Innovation Research
(SBIR) contracts. Q-DOT will be operated as a wholly owned subsidiary of
Simtek for its government contract research and development operations. The
acquisition will be accounted for as a pooling of interest, and the results
of Q-DOT will be consolidated with Simtek's as if they had been merged
throughout the periods.
STOCK OPTION PLANS - The Company has approved two stock option plans that
authorize an aggregate of 7,000,000 shares for stock options that may be
granted to directors, employees, and consultants. Subsequently, on January
2, 2001, the Company authorized an additional 2,000,000 shares that can be
issued under the stock option plans. The plans permit the issuance of
incentive and non-statutory options and provide for a minimum exercise
F-17
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
price equal to 100% of the fair market value of the Company's common stock
on the date of grant. The maximum term of options granted under the plans
is 10 years and options granted to employees expire three months after the
termination of employment. None of the options may be exercised during the
first six months of the option term. No options may be granted after 10
years from the adoption date of each plan. The Incentive Stock Option Plan
was adopted in 1991, and the Non-Qualified Stock Option Plan was adopted in
1994.
Following is a summary of activity under these stock option plans for the
years ended December 31, 2000 and 1999:
2000 1999
------------------------------ -------------------------------
Weighted Weighted
Average Average
Number Exercise Number Exercise
of Shares Price of Shares Price
------------- --------------- -------------- ---------------
Outstanding, beginning of year 4,182,486 $ .20 4,137,736 $ .19
Granted 1,036,750 .97 296,750 .17
Expired (81,000) (.17) (42,000) .15
Exercised (1,863,016) (.16) (210,000) (.16)
Canceled (137,498) (.37) - -
---------- ---------
Outstanding, end of year 3,137,722 $ .47 4,182,486 $ .20
========== =========
All options granted during 2000 and 1999, were at the current market price
and the weighted average fair value was $.77 and .14, respectively. At
December 31, 2000, options for 2,226,979 shares were exercisable and of the
remaining options of 456,583, 327,250, and 126,910 shares will become
exercisable in 2001, 2002, and 2003, respectively.
If not previously exercised or forfeited, options outstanding at December
31, 2000, will expire as follows:
Weighted
Average
Number Exercise
Year Ending December 31, of Shares Price
------------------------------- ------------- -------------
2001 387,100 $ .14
2002 498,986 .14
2003 190,000 .17
2004 459,608 .33
2005 398,085 .37
2006 225,471 .17
2007 978,472 1.01
---------
3,137,772 $ .47
=========
F-18
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Incentive Stock Option Plan - At the time of the acquisition of Q-DOT,
Q-DOT had an Incentive Stock Option Plan for the benefit of its employees.
At December 31, 2000, Q-DOT had granted options to purchase 7,380 shares of
its stock. At the time of closing, these options converted into 130,350
options to purchase Simtek Common Stock. These options have not been
included in the above tables.
Pro Forma Stock-Based Compensation Disclosures - The Company applies APB
Opinion 25 and related interpretations in accounting for its stock options
and warrants which are granted to employees. Accordingly, no compensation
cost has been recognized for grants of options and warrants to employees
since the exercise prices were not less than the market value of the
Company's common stock on the grant dates. Had compensation cost been
determined based on the fair value at the grant dates for awards under
those plans consistent with the method of SFAS No. 123, the Company's net
income and EPS would have been reduced to the pro forma amounts indicated
below.
Year Ended December 31,
-----------------------------
2000 1999
------------ ------------
Net loss applicable to common shareholders:
As reported $(3,540,342) $ (149,470)
Pro forma (3,765,937) (272,062)
Net loss per common shareholders:
As reported - basic and diluted $ (.07) $ -
Pro forma - basic and diluted (.07) -
The fair value of each option granted in 2000 and 1999 was estimated on the
date of grant, using the Black-Scholes option-pricing model with the
following:
Options Granted During
----------------------------
2000 1999
----------- ------------
Expected volatility 127.0% 119.7%
Risk-free interest rate 5.5% 5.5%
Expected dividends - -
Expected terms (in years) 4.0 4.0
OTHER - Preferred Stock may be issued in such series and preferences as
determined by the Board of Directors.
F-19
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. SIGNIFICANT CONCENTRATION OF CREDIT RISK, MAJOR CUSTOMERS, AND OTHER RISKS
---------------------------------------------------------------------------
AND UNCERTAINTIES:
------------------
Sales by location for the ended December 31, 2000 and 1999 were as follows
(as a percentage of sales):
2000 1999
---- ----
United States 46% 63%
Europe 14% 11%
Far East 34% 25%
All Others 6% 1%
---- ----
Total 100% 100%
Sales from government contracts accounted for approximately 15% and 33% of
total sales for the years ended December 31, 2000 and 1999, respectively.
Sales from our military products accounted for approximately 12% and 18% of
total sales for the years ended December 31, 2000 and 1999, respectively.
Sales to unaffiliated customers which represent 10% or more of the
Company's sales for the years ended December 31, 2000 and 1999 were as
follows (as a percentage of sales):
Customer 2000 1999
------------ -------- --------
A 18% 31%
B - 13%
C 14% -
D 10% -
E - 12%
At December 31, 2000, the Company had gross trade receivables totaling
$898,020 due from the above three customers.
In 2000 and 1999, the Company purchased all of its memory wafers, based on
0.8 micron technology from a single supplier located in Singapore.
Approximately 89% and 96% of the Company's memory sales for 2000 and 1999,
respectively, were from finished units produced from these wafers. The
Company had an agreement with this supplier to provide wafers, which
expired in September 1998. This agreement has not been extended or
terminated, however, this supplier still provides wafers to the Company. In
addition, the Company purchased all of its logic wafers from two suppliers
located in Singapore and Taiwan. Approximately 11% and 9% of its logic
sales in 2000 and 1999, respectively, were from finished units produced
from these wafers. The Company does not have an agreement with either
supplier, however, the Company has not seen any disruption in wafer
deliveries. In 1999, the Company also purchased finished units from ZMD for
F-20
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$22,480, and sales from these products accounted for approximately 4% of
the Company's sales in 1999. Any disruptions in the Company's relationships
with these suppliers could have an adverse impact on the Company's
operating results. Assuming an alternate manufacturer of the Company's
products could be procured, management believes there could be significant
delays in manufacturing while the manufacturer incorporates the Company's
products and processes.
9. TAXES:
-----
Under SFAS No. 109, deferred taxes result from temporary differences
between the financial statement carrying amounts and the tax bases of
assets and liabilities. The components of deferred taxes are as follows:
Deferred Tax
Assets (Liability)
-------------------
Current:
Allowance for doubtful accounts $ 3,000
Inventory reserve 36,000
Accrued expenses 276,000
------------
Net current deferred tax before valuation allowance 315,000
Valuation allowance (315,000)
------------
Total current deferred tax $ -
============
Non-Current:
Property and equipment $ 205,000
Incomplete research and development 1,431,000
Net operating losses 10,126,000
R&D credit carryforward 1,200,000
AMT credit 8,000
------------
Net non-current deferred tax asset before valuation
allowance 12,970,000
Valuation allowance (12,970,000)
------------
Total non-current deferred tax asset $ -
============
The net current and non-current deferred tax assets have a 100% valuation
allowance resulting from the inability to predict sufficient future taxable
income to utilize the assets. The valuation allowance for 2000 increased
$91,000 and decreased $219,000 in 1999.
At December 31, 2000, the Company has approximately $27,000,000 available
in net operating loss carryforwards which begin to expire from 2004 to
2015. As a result of certain non-qualified stock options which have been
exercised, approximately $3,200,000 of the net operating loss carryforward
will be charged to "paid in capital," when, and if, the losses are
utilized. Also, a substantial portion of the net operating loss may be
subject to Internal Revenue Code Section 382 limitations.
F-21
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total income tax expense for 2000 and 1999 differed from the amounts
computed by applying the U.S. Federal statutory tax rates to pre-tax income
as follows:
1999 1998
-------- --------
Statutory rate (34.0)% (34.0)%
State income taxes, net of Federal income tax benefit (3.3)% (3.3)%
Increase (reduction) in valuation allowance related to of net operating
loss carryforwards and change in temporary differences 37.3% 37.3%
-------- -------
$ - $ -
======== =======
10. BUSINESS SEGMENTS
-----------------
The Company has two reportable segments. One segment designs and produces
semiconductor devices for sale into the semiconductor market. The second
segment specializes in advanced technology research and development for
data acquisition, signal processing, imaging and data communications that
is supported by government and commercial contracts. Although both segments
are managed as part of an integrated enterprise, they are reported herein
in a manner consistent with the internal reports prepared for management.
Transactions between reportable segments are recorded at cost.
Substantially all operating expenses are identified per each segment.
Substantially all of the Company's assets are located in the United States
of America.
F-22
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Semiconductor Government
Description Year Devices Contracts Total
----------- ---- -------------- ---------- -----
Net sales 2000 $12,150,750 $ 2,317,064 $14,467,814
1999 7,754,952 3,413,672 11,168,624
Income (loss) from
operations 2000 $(3,515,122) $ 78,320 $(3,436,802)
1999 (100,685) 144,327 43,642
Interest income 2000 $ 165,736 - $ 165,736
1999 96,942 - 96,942
Interest expense 2000 $ (52,790) $ (24,444) $ (77,234)
1999 (151,402) (21,022) (172,424)
Depreciation and
amortization expense 2000 $ 307,837 $ 123,125 $ 430,962
1999 247,502 144,216 391,718
Noncash items:
Purchase of
incomplete research
and development 2000 $ 3,962,645 - $ 3,962,645
1999 - - -
Stock issued for services 2000 $ 1,031,200 $ 22,932 $ 1,054,132
1999 - 14,999 14,999
Assets 2000 $ 7,517,026 $ 501,392 $ 8,018,418
1999 5,508,380 955,128 6,463 508
F-23
SIMTEK CORPORATION
BALANCE SHEET
(unaudited)
ASSETS
------
March 31, 2001
---------------
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 2,615,626
Certificate of deposit, restricted...................................... 300,000
Accounts receivable - trade, net........................................ 2,100,007
Inventory, net ......................................................... 1,869,577
Prepaid expenses and other.............................................. 617,210
-------------
Total current assets................................................ 7,502,420
EQUIPMENT AND FURNITURE, net............................................... 998,786
DUE FROM RELATED PARTY..................................................... 22,562
OTHER ASSETS............................................................... 112,500
-------------
TOTAL ASSETS............................................................... $ 8,636,268
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable........................................................ $ 2,456,738
Accrued expenses........................................................ 353,513
Notes Payable........................................................... 24,996
Accrued wages........................................................... 295,049
Accrued vacation payable................................................ 156,762
Line of credit payable.................................................. -
Obligations under capital lease......................................... 48,436
-------------
Total current liabilities........................................... 3,335,494
NOTES PAYABLE.............................................................. 23,564
OBLIGATIONS UNDER CAPITAL LEASES........................................... 141,144
-------------
Total liabilities................................................... 3,500,202
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 2,000,000 shares
authorized and none issued and outstanding ......................... -
Treasury stock.......................................................... (12,504)
Common stock, $.01 par value, 80,000,000 shares authorized,
53,684,245 and 48,462,514 shares issued and outstanding at
March 31, 2001...................................................... 536,842
Additional paid-in capital.............................................. 37,503,880
Accumulated deficit..................................................... (32,892,152)
-------------
Shareholder's equity.................................................... 5,136,066
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 8,636,268
=============
The accompanying notes are an integral part of these financial statements.
F-24
SIMTEK CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
For the quarters ended March 31,
--------------------------------
2001 2000
---- ----
NET SALES.................................................................. $ 4,331,721 $ 3,826,027
Cost of sales......................................................... 3,096,555 2,128,721
------------- --------------
GROSS MARGIN............................................................... 1,235,166 1,697,306
OPERATING EXPENSES:
Design, research and development...................................... 660,074 623,465
Administrative........................................................ 704,103 213,285
Marketing............................................................. 416,852 274,892
------------- --------------
Total Operating expenses.......................................... 1,781,029 1,111,642
INCOME (LOSS) FROM OPERATIONS.............................................. (545,863) 585,664
-------------- --------------
OTHER INCOME (EXPENSE):
Interest income (expense), net........................................ 30,360 (7,589)
Other expense, net.................................................... 939 (1,928)
-------------- --------------
Total other income (expense)...................................... 31,299 (9,517)
------------- --------------
NET INCOME (LOSS) BEFORE TAXES............................................. (514,564) 576,147
Provision for income taxes............................................ - 38,000
-------------- --------------
NET INCOME (LOSS).......................................................... $ (514,564) $ 538,147
============== ==============
NET INCOME PER COMMON SHARE:
Basic................................................................. $ (.01) $ .01
============== ==============
Diluted............................................................... $ (.01) $ .01
============== ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic................................................................. 53,651,912 41,472,635
=============== ==============
Diluted.............................................................. 53,651,912 44,848,779
=============== ===============
The accompanying notes are an integral part of these financial statements.
F-25
SIMTEK CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended March 31,
-------------------------------------
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ............................................... $ (514,563) $ 538,147
Adjustments to reconcile net income (loss) to net cash from
operating activities:
Depreciation and amortization.............................. 111,272 111,646
Increase (decrease) in net change of reserve
accounts.............................................. 21,423 68,951
Deferred financing fees.................................... - 1,865
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable.................................... (380,109) (374,074)
Inventory.............................................. (750,648) (106,515)
Prepaid expenses and other ............................ 305,608 (87,265)
Increase (decrease) in:
Accounts payable....................................... 1,356,691 (56,028)
Accrued expenses....................................... (86,970) 76,426
Customer Deposits...................................... - (41,750)
------------------------------------
Net cash provided by operating activities..................... 62,704 131,403
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture.............................. (177,334) (62,193)
Payments on capital lease obligation............................. (11,435) (7,863)
Reduction of certificate of deposit.............................. - 100,000
------------------------------------
Net cash provided by (used in) investing activities........... (188,769) 29,944
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Notes Payable........................................ (6,249) (8,190)
Purchase of Simtek Common Stock.................................. (12,504) -
Cash to Q-DOT Acoustics.......................................... (16,065) (57,191)
Cash to Q-DOT Group.............................................. - (272)
Payments of line of credit....................................... (84,050) (222,769)
Capital Contribution............................................. - 20,170
Exercise of stock options........................................ 6,790 201,994
------------------------------------
Net cash used in financing activities......................... (112,078) (66,258)
------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................................... (238,143) 95,089
------------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................ 2,853,769 2,243,925
------------------------------------
CASH AND CASH EQUIVALENTS, end of period.............................. $ 2,615,626 $ 2,339,014
====================================
SUPPLEMENTAL NON-CASH INFORMATION:
Conversion of debenture into shares of common stock, net
of deferred financing costs related to the debenture............ $ - $ 1,441,249
The accompanying notes are an integral part of these financial statements.
F-26
SIMTEK CORPORATION
(Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
The financial statements included herein are presented in accordance with
the requirements of Form 10-QSB and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-KSB filing.
These financial statements should be read in conjunction with the financial
statements and notes thereto included on page F-3 To F-23.
In the opinion of management, the unaudited financial statements reflect
all adjustments of a normal recurring nature necessary to present a fair
statement of the results of operations for the respective interim periods.
The year-end balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. Results of operations for the interim
periods are not necessarily indicative of the results of operations for the
full fiscal year.
2. LINE OF CREDIT:
---------------
In April 2001, Simtek Corporation ("Simtek" or the "Company") renewed its
revolving line of credit for another year in the amount of $250,000.
3. GEOGRAPHIC CONCENTRATION:
-------------------------
Sales by location for the three months ended March 31, 2001 and 2000 were
as follows (as a percentage of sales):
2001 2000
United States 44% 56%
Europe 18% 12%
Far East 37% 24%
All Others 1% 8%
--- ---
100% 100%
F-27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not otherwise defined in Part II are used as defined
in the prospectus contained in this registration statement.
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Six of our Articles of Incorporation requires us to indemnify, to
the fullest extent authorized by applicable law, any person who is or is
threatened to be made a party to any civil, criminal, administrative,
investigative, or other action or proceeding instituted or threatened by reason
of the fact that he is or was our director or officer or is or was serving at
our request as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise.
Article Five of our Articles of Incorporation provides that, to the fullest
extent permitted by the Colorado Corporation Code, our directors shall not be
liable to us or any of our shareholders for damages caused by a breach of a
fiduciary duty by such director.
The above discussion of the Company's Articles of Incorporation is intended
to be only a summary and is qualified in its entirety by the full test.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities registered hereby, all of which
expenses, except for the Commission registration fee are estimated:
Securities and Exchange Commission registration fee............. $ 268
Legal fees and expenses......................................... 3,000
Accounting fees................................................. 2,500
Miscellaneous................................................... 2,500
-----
Total........................................................... $8,268
======
The above expenses will be borne by us.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In May 2000, we issued 3,000,000 shares of our common stock to Hugh Norman
Chapman as consideration for our acquisition of 100% of the issued and
outstanding stock of Integrated Logic, one of the companies that house our
semiconductor logic business. No advertising or general solicitation occurred.
We only offered to issue, and did issue, stock to one person--Mr. Chapman. Mr.
Chapman had substantial business dealings with us prior to this transaction. Mr.
Chapman received or had access to the same type of information about us as a
registration statement would disclose. We reasonably believed that Mr. Chapman
was financially sophisticated.
In June 2000, we issued 1,250,000 shares of our common stock to WebGear, as
consideration for our acquisition of 1,250,000 shares of WebGear common stock.
In September, we issued 2,900,000 shares of our common stock to WebGear as
consideration, together with 1,250,000 shares of WebGear common stock, for our
acquisition of intellectual property assets of WebGear. These assets primarily
relate to the wireless data communications industry. No advertising or general
solicitation occurred with respect to these transactions involving WebGear.
WebGear received or had access to the same type of information about us as a
registration statement would disclose. WebGear was financially sophisticated and
an "accredited investor."
II-1
In July 2000, we issued 625,000 shares of our common stock to each of
Jaskarn Johal and Kashmira S. Johal as consideration for our acquisition of 100%
of the stock of Macrotech, one of the companies that house our semiconductor
logic business. No advertising or general solicitation occurred with respect to
the Macrotech transaction. We only offered to issue, and did issue, stock to
Messrs. Johal and Johal. Messrs. Johal had substantial business dealings with us
prior to this transaction. Messrs. Johal received or had access to the same type
of information about us as a registration statement would disclose. We
reasonably believed that Messrs. Johal were financially sophisticated.
In September 2000, we issued 500,000 shares of our common stock each to
both E.B.M. and WTP in consideration for their agreement to provide financial
advisory services. No advertising or general solicitation occurred with respect
to our issuance of stock to E.B.M. or WTP. We only offered to issue, and did
issue, stock to E.B.M. and WTP. E.B.M. and WTP received or had access to the
same type of information about us as a registration statement would disclose. We
reasonably believed that E.B.M. and WTP were financially sophisticated.
The issuances described above were deemed to be exempt from registration
under the Securities Act of 1933, as amended (the "Act"), in reliance on Section
4(2) of the Act as transactions by an issuer not involving a public offering.
With respect to our acquisition of Q-DOT, we issued stock in reliance upon Rule
506 of Regulation D.
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of Simtek pursuant to
the foregoing provisions, or otherwise, Simtek has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Simtek of expenses incurred or paid by a director,
officer of controlling person of Simtek in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Simtek will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Simtek will (1) file, during the period in which it offers or sells
securities, a post-effective amendment to this registration statement to:(i)
include any prospectus required by section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement
(notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered ) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement); (2) include any additional or
changed material information on the plan of distribution (for determining
liability under the Securities Act, treat each post effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering), and (3) file a
post-effective amendment to remove from registration any of the securities that
remain unsold at the end of the offering.
II-2
EXHIBITS
3.1 Amended and Restated Articles of Incorporation.(2)
3.2 Amended and Restated Articles of Incorporation November 1997.(7)
3.3 Bylaws.(2)
4.1 1987-I Employee Restricted Stock Plan.(1)
4.2 Form of Restricted Stock Agreement between the Company and
Participating Employees.(1)
4.3 Form of Common Stock Certificate.(3)
4.4 Simtek Corporation 1991 Stock Option Plan.(4)
4.5 Form of Incentive Stock Option Agreement between the Company and
Eligible Employees.(4)
4.6 1994 Non-Qualified Stock Option Plan.(5)
4.7 Amendment to the 1994 Non-Qualified Stock Option Plan.(6)
5.1 Form of Opinion of Holme, Roberts & Owen, LLP
10.1 Form of Non-Competition and Non-Solicitation Agreement between the
Company and certain of its employees.(1)
10.2 Form of Employee Invention and Patent Agreement between the Company
and certain of its employees.(1)
10.3 Product License Development and Support Agreement between Simtek
Corporation and ZMD dated June 1, 1994(5)
10.4 Cooperation Agreement between Simtek Corporation and ZMD dated
September 14, 1995(6)
10.5 Manufacturing Agreement between Chartered and Simtek Corporation dated
September 16, 1992(6)
10.6 Employment agreement between the Simtek Corporation and Douglas M.
Mitchell(8)
10.7 Share Exchange Agreement dated May 9, 2000 between Simtek Corporation
and Hugh N. Chapman (9)
10.8 Share Exchange Agreement dated June 16, 2000 between Simtek
Corporation and WebGear Inc. (9)
10.9 Share Exchange Agreement dated July 31, 2000 between Simtek
Corporation and Jaskarn Johal and Kashmira S. Johal (10)
10.10 Asset Purchase Agreement between Simtek Corporation and WebGear (11)
10.11 Amendment to Asset Purchase Agreement between Simtek Corporation and
WebGear (12)
10.12 Agreement and Plan of Merger among Simtek Corporation, Q-DOT Group,
Inc. and Q-DOT, Inc. (13)
23.1 Consent of Hein + Associates, LLP
-------------------
(1) Incorporated by reference to the Company's Form S-1 Registration Statement
(Reg. No. 33-37874) filed with the Commission on November 19, 1990.
(2) Incorporated by reference to the Company's Amendment No.1 to Form S-1
Registration Statement (Reg. No. 33-37874) filed with the Commission on
February 4, 1991.
(3) Incorporated by reference to the Company's Amendment No.2 to Form S-1
Registration Statement (Reg. No. 33-37874) filed with the Commission on
March 4, 1991.
(4) Incorporated by reference to the Company's Form S-1 Registration Statement
(Reg. No. 33-46225) filed with the Commission on March 6, 1992.
(5) Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Commission on March 25, 1995.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Commission on March 27, 1996.
(7) Incorporated by reference to the Company's Annual Report on Form 10-K filed
with the Commission on March 24, 1998.
(8) Incorporated by reference to the Company's Annual Report on Form 10-KSB
filed with the Commission on March 12, 1999.
(9) Incorporated by reference to the Form SB-2 Registration Statement (Reg. No.
333-40988( filed with the Commission on July 7, 2000.
(10) Incorporated by reference to the Form 8-K filed with the Commission on
August 14, 2000.
(11) Incorporated by reference to the Form 8-K filed with the Commission on
October 13, 2000.
(12) Incorporated by reference to the Company's Amendment No. 2 to From SB-2
Registration Statement (Reg. No. 333-40988)
(13) Incorporated by reference to the Company's Form 8-K filed with the March
23, 2001
II-3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, State of Colorado on July 2, 2001.
Simtek Corporation
a Colorado corporation
By: /s? Douglas M. Mitchell
-----------------------------------
Douglas M. Mitchell
Chief Executive Officer and
President
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE
/s/ Douglas M. Mitchell
---------------------------
Douglas M. Mitchell Director, Chief Executive Officer, President and
Chief Financial Officer (acting)
/s/ Robert H. Keeley
---------------------------
Robert H. Keeley Director
/s/ John Heightley
---------------------------
John Heightley Director
/s/ Klaus Wiemer
---------------------------
Klaus Wiemer Director
/s/ Kimberley Carothers
---------------------------
Kimberley Carothers Controller
II-4