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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 29, 2006
Simtek Corporation
(Exact Name of Registrant as Specified in Charter)
Colorado 0-19027 84-1057605
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification #)
4250 Buckingham Dr. #100, Colorado Springs, CO 80907
(Address of Principal Executive Office)
(719) 531-9444
(Registrant's telephone number, including area code)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On June 29, 2006, Simtek Corporation (the "Company") held its 2006 Annual
Meeting of the Shareholders (the "Annual Meeting"). Set forth below are the
results of the votes taken at the Annual Meeting. The number of issued and
outstanding shares of the Common Stock of the Company as of May 17, 2006, the
record date established by the Board of Directors for determining shareholder
eligibility to vote at the Annual Meeting, was 147,160,823. There were
represented personally or by proxy at the Annual Meeting shareholders holding an
aggregate of 121,875,676 shares of the Common Stock of the Company, representing
approximately 83% of the total shares eligible to vote. The Company's
shareholders were voting on four matters at the Annual Meeting. Those four
matters were the election of two directors, the reincorporation of the Company
in Delaware, the reverse split of the outstanding shares of the Common Stock of
the Company and the ratification of the selection of Hein & Associates LLP as
the independent auditors for fiscal 2006.
The two nominees for election to the Board of Directors, for either three-year
terms (if the reincorporation in Delaware is not effected) or one-year terms (if
the reincorporation in Delaware is effected), were elected by the shareholders
by the following vote:
Name Votes For Votes Withheld
---- --------- --------------
Ronald Sartore 120,303,618 1,572,058
Alfred Stein 120,411,489 1,464,187
The proposal to reincorporate the Company in the state of Delaware was approved
by the shareholders by the following vote:
Votes For Votes Against Abstain Broker Non-Votes
--------- ------------- ------- ----------------
81,226,026 919,678 162,600 39,567,372
The proposal to effect a reverse split of the outstanding shares of the Common
Stock of the Company (with the ratio of the reverse split being in the range of
one-for-five to one-for-twenty shares, the exact ratio being determined by the
Board of Directors) was approved by the shareholders by the following vote:
Votes For Votes Against Abstain
--------- ------------- -------
116,714,049 5,004,983 156,644
The proposal to ratify the selection of Hein & Associates LLP, independent
auditors, as auditors of the Company for the year ending December 31, 2006 was
approved by the shareholders by the following vote:
Votes For Votes Against Abstain
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121,02,768 165,753 681,155
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIMTEK CORPORATION
By: /s/ Brian Alleman
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Brian Alleman, Chief Financial Officer
July 10, 2006