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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: December 4, 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 8.01: Other Events
As more fully described in Note 5 to the Consolidated Financial Statements
included in Simtek Corporation's Annual Report on Form 10-K filed on April 7,
2006 and Form 10-K/A filed on April 28, 2006 for fiscal year ended December 31,
2005, the Company sold 68,750,000 shares, pre-reverse split (6,875,000
post-reverse split) of its common stock, subject to certain registration rights
set forth in the registration rights agreement dated December 30, 2005.
Management initially concluded that the net proceeds of $10,332,000 ($8,459,000
received on December 30, 2005 and $1,873,000 received on January 3, 2006) should
be recorded as Temporary Equity due to the potential penalties associated with
the registration rights agreement and the application of certain accounting
rules in light of such penalties. In addition, on September 21, 2006 the Company
sold an additional 11,531,711 shares of common stock, pre-reverse split
(1,153,171 post-reverse split), subject to certain registration rights set forth
in the registration rights agreement dated September 21, 2006, for net proceeds
of $4,515,000. Management initially concluded that the net proceeds of
$4,515,000 should also be recorded as Temporary Equity due to the potential
penalties associated with the registration rights agreement and the application
of certain accounting rules in light of such penalties. Management has
subsequently determined that both of the transactions should have been recorded
in Shareholders' Equity.
The following tables reflect the amounts as previously reported and as restated
for each respective balance sheet date:
December 31, 2005 As
Reported Restated
(Amounts in thousands)
Consolidated Balance Sheet:
Temporary Equity $ 8,459 $ -
Common Stock $ 782 $ 1,470
Additional paid-in capital $ 48,282 $ 56,053
Total shareholders' equity $ 2,860 $ 11,319
March 31, 2006 As
Reported Restated
(Amounts in thousands)
Consolidated Balance Sheet:
Temporary Equity $ 10,332 $ -
Common Stock $ 782 $ 1,470
Additional paid-in capital $ 49,366 $ 59,010
Total shareholders' equity $ 3,043 $ 13,375
June 30, 2006 As
Reported Restated
(Amounts in thousands)
Consolidated Balance Sheet:
Temporary Equity $ 10,332 $ -
Common Stock $ 786 $ 1,474
Additional paid-in capital $ 50,187 $ 59,831
Total shareholders' equity $ 2,490 $ 12,822
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September 30, 2006 As
Reported Restated
(Amounts in thousands)
Consolidated Balance Sheet:
Temporary Equity $ 14,847 $ -
Common Stock $ 1 $ 2
Additional paid-in capital $ 51,430 $ 66,276
Total shareholders' equity $ 2,715 $ 17,562
Simtek intends to amend its Form 10-K for the year ended December 31, 2005 and
its Forms 10-Q for each of the three months ended March 31, 2006, June 30, 2006
and September 30, 2006. Despite these amendments, management has determined that
the financial statements contained in such filings may continue to be relied
upon. Indeed, management does not consider the changes underlying these
amendments to be material.
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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
December 7, 2006
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