-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R0kQL4N3q4xww9uzQTGDfyJHSPrV5vnjMOs1pG13c5SGVtav9jSdXp4o9Bx7Erjp BG51dx2P6XgBrve4pjPTSA== 0001144204-06-000596.txt : 20060106 0001144204-06-000596.hdr.sgml : 20060106 20060105174521 ACCESSION NUMBER: 0001144204-06-000596 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMTEK CORP CENTRAL INDEX KEY: 0000817516 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841057605 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53279 FILM NUMBER: 06514081 BUSINESS ADDRESS: STREET 1: 4250 BUCKINGHAM DR 100 CITY: COLORADO SPRINGS STATE: CO ZIP: 80907 BUSINESS PHONE: 7195319444 MAIL ADDRESS: STREET 1: 4250 BUCKINGHAM DR 100 CITY: COLORADO SPRINGS STATE: CO ZIP: 80907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G 1 v032821.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




SCHEDULE 13G
(RULE 13d-102)

INFORMATION STATEMENTS PURSUANT TO RULE 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934



SIMTEK CORPORATION
(Name of Issuer)


COMMON STOCK
(Title of Class of Securities)

829204106
(CUSIP Number)

DECEMBER 30, 2005
(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Continued on following pages)

(Page 1 of 4 Pages)


 
 

 
Page 2 of 4
 


1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crestview Capital Master, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
24,687,500 (See Item 4)
6.
SHARED VOTING POWER
(See Item 4)
7.
SOLE DISPOSITIVE POWER
24,687,500 (See Item 4)
8.
SHARED DISPOSITIVE POWER
(See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16.83%
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.83%
12.
TYPE OF REPORTING PERSON: PN


Item 1(a).
Name of Issuer.
 
Simtek Corporation
 
Item 1(b).
Address of Issuer’s Principal Executive Offices.
 
4250 Buckingham Drive, Suite 100
Colorado Springs, Colorado 80907
 
Item 2(a).
Name of Person Filing.
 
Crestview Capital Master, LLC
 
Item 2(b).
Address of Principal Business Office, or if none, Residence.
 
95 Revere Drive, Suite A
Northbrook, Illinois 60062
 
Item 2(c).
Citizenship.
Delaware
   
Item 2(d).
Title of Class of Securities.
 
Common Stock, $0.01 par value (“Common Stock”)
 
Item 2(e).
CUSIP Number.
 
829204106
 
 
 
 

Page 3 of 4
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
 
Not applicable.
 
Item 4.
Ownership.

The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference. On December 30, 2005, the Reporting Person purchased 24,687,500 shares of Common Stock from the Issuer in a private placement. Crestview Capital Partners, LLC controls Crestview Capital Master, LLC. The power to vote or dispose of the shares beneficially owned by Crestview Capital Master, LLC is shared by Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom disclaim beneficial ownership of the shares of Common Stock beneficially owned by Crestview Capital Master, LLC. For purposes of this statement, the Reporting Person is reporting that:
(i)     
The aggregate amount of Common Stock beneficially owned by the Reporting Person is 24,687,500 shares.
 
(ii)     
The aggregate percentage of the Common Stock beneficially owned by the Reporting Person is approximately 16.83%.

(iii)     
The aggregate number of shares of Common Stock which the Reporting Person has sole power to vote or direct the vote of is 24,687,500.

(iv)     
The aggregate number of shares of Common Stock which the Reporting Person has sole power to dispose or to direct the disposition of is 24,687,500.

Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect.

 
 

 
Page 4 of 4 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
     
  Date:  January 4, 2006
  CRESTVIEW CAPITAL MASTER, LLC
 
 
 
 
 
 
  By:   /s/ Daniel Warsh
 
Name: Daniel Warsh
 
Title: Managing Member
 

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