8-K

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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 1, 2004



                               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)








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Item 5.  Other Events and Regulation FD Disclosure.

     On May 27, 2004, Simtek Corporation ("Simtek") amended its Amended and
Restated Articles of Incorporation to increase the number of authorized shares
of Simtek common stock from 80,000,000 to 300,000,000. The amendment was
authorized by Simtek' shareholders at Simtek's annual meeting on May 24, 2004. A
copy of the Articles of Amendment to Simtek's Amended and Restated Articles of
Incorporation is attached hereto as Exhibit 3.1.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

             Exhibit Number    Description
             --------------    -----------

                 3.1           Articles of Amendment to the Amended and
                               Restated  Articles of Incorporation of Simtek
                               Corporation






















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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/  Douglas M. Mitchell
                                          --------------------------
                                          Douglas M. Mitchell
                                          Chief Executive Officer, President and
                                          Chief Financial Officer (acting)


June 1, 2004

























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                                  EXHIBIT INDEX



Exhibit Number        Description
- --------------        -----------

     3.1              Articles of Amendment to the Amended and Restated Articles
                      of Incorporation of Simtek Corporation.






































                                       4

EX-3

                                                                     EXHIBIT 3.1
                                                                     -----------


                              ARTICLES OF AMENDMENT
                                     TO THE
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF

                               SIMTEK CORPORATION


     Pursuant to Section 7-110-106 and part 3 of article 90 of title 7, Colorado
Revised Statutes ("C.R.S."), these Articles of Amendment to the Amended and
Restated Articles of Incorporation are delivered to the Colorado Secretary of
State for filing.

     1. The name of the corporation is: Simtek Corporation.

     2. Section 2.1 of Article SECOND of the Amended and Restated Articles of
Incorporation, is hereby amended to read as follows:

          2.1 Authorized Capital. The aggregate number of shares that the
          corporation shall have authority to issue is 300,000,000 shares of
          common stock with a par value of $0.01 per share ("Common Stock"), and
          2,000,000 shares of preferred stock with a par value of $1.00 per
          share ("Preferred Stock").

     3. The amendment to the Amended and Restated Articles of Incorporation was
adopted by vote of the shareholders on the 24th day of May, 2004, as provided in
Section 7-110-103, C.R.S. The number of votes cast for the amendment by each
voting group entitled to vote separately on the amendment was sufficient for
approval by that voting group.

     4. The name and mailing address of any one or more of the individuals who
cause this document to be delivered for filing, and to whom the Secretary of
State may deliver notice if filing of this document is refused, are:

                           Douglas Mitchell
                           Simtek Corporation
                           4250 Buckingham Dr. #100
                           Colorado Springs, CO 80907