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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: October 6, 2006
Simtek Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19027 84-1057605
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification #)
4250 Buckingham Dr. #100, Colorado Springs, CO 80907
(Address of Principal Executive Office)
(719) 531-9444
(Registrant's telephone number, including area code)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(d) On October 6, 2006, the Board of Directors of Simtek Corporation, a Delaware
corporation (the "Company"), filled the vacant position on the Board of
Directors with Mr. John Hillyard and elected Mr. Hillyard as a Director until
the next annual meeting of stockholders. As of the date of this report, Mr.
Hillyard had not been named as a member of any of the committees of the Board
and it is unknown at the time of this report to what committees, if any, Mr.
Hillyard is expected to be named. A copy of the press release announcing Mr.
Hillyard's election is included herewith as Exhibit 99.1.
Item 8.01 Other Events
Mr. Hillyard will receive the standard compensation for a member of the
Board of Directors, which standard compensation arrangement has changed, upon
recommendation and approval from the Compensation Committee, since the 2006
annual meeting of stockholders. Under the new standard compensation arrangement
for directors, upon the initial election of a director, such director is granted
options to purchase 25,000 (as opposed to 15,000 under the prior arrangement)
shares of common stock, par value $0.0001 per share, of the Company ("Common
Stock"). If a director is appointed as the Chairman of a committee of the Board
(and for each director already serving as a committee Chairman on the effective
date of the new compensation arrangement), such director is granted options to
purchase 15,000 shares of Common Stock; the grant of options as a result of
serving as the Chairman of a committee of the Board is a new feature of the
standard compensation arrangement for directors. Effective January 1, 2007, each
member of the Board of Directors receives, within the first month of each
calendar year, while serving as a member of the Board of Directors, a grant of
options to purchase 10,000 (as opposed to 3,500 under the prior arrangement)
shares of Common Stock. The vesting schedule for options granted to directors
has not changed: all options are still subject to cliff vesting on the date that
is six months from the date of grant. If a director resigns before an option has
vested, such option is forfeited. Each director receives $1,500 for each meeting
of the Board of Directors, attended in person, and $500 for each meeting of a
committee of the Board, attended in person. If a director attends telephonically
a meeting of the Board of Directors or a meeting of a committee of the Board,
such director is paid 50% of the "in person" fee. Each director receives a
$10,000 annual stipend, which is paid quarterly. Directors are also reimbursed
for their reasonable out-of-pocket expenses incurred in connection with their
duties to the Company. None of the cash payment provisions of the standard
compensation arrangement have changed since the 2006 annual meeting of
stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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99.1 Press release of the Company, dated October 12, 2006,
titled "Simtek Strengthens Board of Directors Through the
Addition of John Hillyard of Lefthand Networks".
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
October 12, 2006
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release of the Company, dated October 12, 2006, titled
"Simtek Strengthens Board of Directors Through the Addition
of John Hillyard of Lefthand Networks".