-----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, N8ODtXN9Cg6WD6Oqe9jGFHWLMLwE5PBSaH5Qr0/vsGwvw8FXFRYku41iNARCbMc8 iU/m7ZOU7ZIhqO3/WFgWeg== 0001014909-98-000124.txt : 19980520 0001014909-98-000124.hdr.sgml : 19980520 ACCESSION NUMBER: 0001014909-98-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980518 ITEM INFORMATION: FILED AS OF DATE: 19980519 SROS: NONE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-19027 FILM NUMBER: 98627716 BUSINESS ADDRESS: STREET 1: 1465 KELLY JOHNSON BLVD STREET 2: STE 301 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 7195319444 MAIL ADDRESS: STREET 1: 1465 KELLY JOHNSON BLVD STREET 2: STE 301 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) May 18, 1998 SIMTEK CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 0-19027 84-1057605 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1465 Kelly Johnson Boulevard Colorado Springs, Colorado 80920 ---------------------------------------- -------- (Address of principal executive offices) Zip Code Registrant's telephone, including area code: (719) 531-9444 Not applicable ----------------------------------------------------------- Former name or former address, if changed since last report Item 5: Other Information: (1) The following 1997 Annual Report to Shareholders, dated April 29, 1998, has been mailed by the Registrant to its Shareholders: [OUTSIDE COVER OF REPORT] Simtek Corporation 1465 Kelly Johnson Blvd. #301 Colorado Springs, CO 80920 [SIMTEK'S LOGO - GRAPHIC OMITTED] 1997 ANNUAL REPORT [END OF OUTSIDE COVER] - -------------------------------------------------------------------------------- To Our Shareholders: This report covers the year ended December 31, 1997. Shareholders who desire further disclosure information may request the following reports from the Securities and Exchange Commission or from Simtek Corporation: Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB. During 1997, the Company focused on the objectives of the 1997 business plan which were aimed at making Simtek's operation more efficient. Highlights of the plan include: 1) sales revenue of $8,000,000; 2) maintain positive gross margins; 3) assist ZMD with the qualification of the 256 kilobit and 16 kilobit nvSRAM products based on 0.8 micron technology produced from their fab; 4) install and qualify the 256 kilobit nvSRAM based on 0.8 micron technology in Chartered Semiconductor Manaufacturing's ("Chartered") wafer fab; 5) extend the agreement with Chartered that was scheduled to expire in September 1997; 6) monitor selling, general and administrative expenses in order to maintain profitability; 7) find a source of additional funding to support the production and marketing of the 256 kilobit nvSRAM product. Described below is how the Company performed against its goals: Total product sales for 1997 were $6,632,186 which was less than the Company anticipated. However, the net income of $788,618 substantially exceeded plan. The shortage in product sales was primarily due to the qualification of the 256 kilobit product being delayed from 1996. However, the Company believes that it will begin seeing volume production orders of the 256 kilobit product in 1998. Sales of the Company's 16 kilobit product in 1997 remained at approximately the same level as 1996. Sales of the Company's 64 kilobit product in 1997 increased over 1996; this increase was due to volume production orders being placed by customers. The increase in volume production orders allowed the Company to see an increase of approximately 50% in units purchased during 1997 as compared to 1996, however, the increase caused a slight decrease in average selling prices over the previous year. The Company realized a revenue increase of approximately 8% in its 64 kilobit military product based on 1.2 micron product technology as compared to 1996. The Company was able to improve its gross margins through 1997 because of maintaining the yields on the 1.2 micron product technology that is used to support high margin industrial and military products and with the continued use of the 64 kilobit product based on 0.8 micron technology for its commercial sales. The Company had gross margins of $2,955,754 during 1997. The Company, along with ZMD achieved the qualification of the 256 kilobit product for commercial and industrial use in the second quarter 1997. The qualification of the 16 kilobit product for commercial and industrial use was completed in the fourth quarter 1997. April 29, 1998 -2- In the first quarter 1997, the Company began the installation of the 256 kilobit product based on 0.8 micron technology into Chartered's wafer fab. Qualification of the 256 kilobit product based on 0.8 micron technology received from Chartered for use in commercial and industrial applications was completed in the fourth quarter of 1997. The Company is currently in the process of qualifying this product for military use. It is anticipated that this qualification will be complete in the second quarter of 1998. In September 1997, Chartered extended the agreement with Simtek until September 1998. In the fourth quarter of 1997, the Company engaged Lucent Technologies to perform final test of its 256 kilobit product received from Chartered. The installation of the test programs and the purchase of the capital equipment has been completed and the Company is in the final test correlation process with Lucent. Selling, general and administrative expenses for the year ended December 31, 1997 increased by approximately $225,000 from the year ended December 31, 1996; however, as a percentage of net sales these expenses were 34% in 1997 and 39% in 1996. The increase in net sales and gross margins, along with controlled spending in other areas resulted in the Company realizing a net income of $788,618. The Company may require additional capital to fund production and marketing of its 0.8 micron 256 kilobit nvSRAM and the development of other new products. The Company does not have any commitments for such additional capital as of the date of this report. The following Statements of Operations compare the year ended December 31, 1997 with year ended December 31, 1996. The Balance Sheet is shown as of December 31, 1997. In closing, we are pleased with the progress that Simtek has continued to make during 1997 in all areas of the Company's operations. We at Simtek appreciate your continued support. Sincerely, /s/ Richard L. Petritz RICHARD L. PETRITZ Chairman and CFO /s/ Douglas Mitchell DOUGLAS MITCHELL President and CEO -3-
- -------------------------------------------------------------------------------------------------- Balance Sheet - -------------------------------------------------------------------------------------------------- DECEMBER 31, 1997 ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 1,475,599 Accounts receivable - trade, net allowance for doubtful accounts And return allowances of $64,378 921,798 Inventory, net 641,264 Prepaid expenses and other 17,960 ----------- Total current assets 3,056,621 EQUIPMENT AND FURNITURE, net 177,821 TOTAL ASSETS $ 3,234,442 =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable: ZMD $ 716,716 Other 173,325 Accrued Expenses 269,592 Accrued Wages 222,022 Accrued Vacation payable 62,401 Advances from ZMD 130,153 ----------- Total current liabilities 1,574,209 SHAREHOLDER'S EQUITY: Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued and outstanding - Common stock, $.01 par value; 80,000,000 shares authorized, 28,679,185 shares issued and outstanding 286,792 Additional paid-in capital 29,752,328 Accumulated deficit (28,378,887) ------------ Total shareholder's equity 1,660,233 ----------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 3,234,442 =========== - -------------------------------------------------------------------------------------------------- OTC Electronic Bulletin Board Registrar and Transfer Agent System Symbol: Continental Stock Transfer and Trust SRAM 2 Broadway New York, NY 10004 - --------------------------------------------------------------------------------------------------
-4-
- --------------------------------------------------------------------------------------------------------- Statement of Income - --------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1997 1996 ---------------------------- NET SALES $ 6,632,186 $ 5,196,653 Cost of Sales 3,676,432 3,073,611 ---------------------------- GROSS MARGIN 2,955,754 2,123,042 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE: Design, research and development 1,180,100 994,444 Administrative 369,718 439,429 Sales and Marketing 675,361 567,049 ---------------------------- Total selling, general and administrative expense 2,225,179 2,000,922 INCOME (LOSS) FROM OPERATIONS: 730,575 122,120 ---------------------------- OTHER INCOME (EXPENSE): Interest income, net 52,375 16,745 Other income(expense), net 5,668 5,651 ---------------------------- Total other income 58,043 22,396 ---------------------------- NET INCOME $ 788,618 $ 144,516 ---------------------------- BASIC AND DILUTED EPS $ .03 $ .01 ---------------------------- - --------------------------------------------------------------------------------------------------------- Directors and Officers - --------------------------------------------------------------------------------------------------------- Dr. Richard L. Petritz Mr. Harold Blomquist, Director Chairman of the Board & CFO American Microsystems, Inc. Douglas Mitchell Dr. Robert Keeley, Director CEO, Director University of Colorado, Colorado Springs Dr. Klaus Wiemer, Director - --------------------------------------------------------------------------------------------------------- Home Page: E-Mail http://www.simtek.com info@simtek.com
-5- 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 and hereunto duly authorized. SIMTEK CORPORATION May 18, 1998 By: /s/Douglas Mitchell ------------------------------- DOUGLAS MITCHELL Chief Executive Officer -6- -----END PRIVACY-ENHANCED MESSAGE-----