-----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, Fn5AFn2CflZv800z24TqZ8/b9mJMQjCPK28efvg+a61LpMmuL4UmjQuTyWOm7+nA td4qnU0o/aymHsGkJ9gAgQ== 0001014909-06-000024.txt : 20060313 0001014909-06-000024.hdr.sgml : 20060313 20060313163119 ACCESSION NUMBER: 0001014909-06-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060313 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 06682448 BUSINESS ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032320292 MAIL ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19991025 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_13march2006.txt ================================================================================ 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: March 13, 2006 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) [ ] 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)) ================================================================================ Item 7.01: Regulation FD Disclosure On March 10, 2006, Simtek Corporation (the "Company") issued a press release announcing to investors its fourth quarter and twelve months ended December 31, 2005 financial results. A copy of the press release is included herewith as Exhibit 99.1 Item 9.01: Financial Statements and Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press release of the Company dated March 10, 2006, titled "Simtek Reports Fourth Quarter 2005 Financial Results" 2 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 -------------------------------------- Brian Alleman, Chief Financial Officer March 10, 2006 3 EX-99 2 exh99_13march2006.txt Exhibit 99.1 SIMTEK REPORTS FOURTH QUARTER 2005 FINANCIAL RESULTS COLORADO SPRINGS, Colorado - March 10, 2006, - Simtek Corporation (OTC Bulletin Board: SRAM ), the inventor, pioneer, and world's leading supplier of advanced nonvolatile static random access memory (nvSRAM) products, today announced its financial results for the fourth quarter and year ended December 31, 2005. Company highlights in the fourth quarter o Revenue of $2.8 million, representing 16% growth over Q305 o Bookings of $3.6 million, resulting in a book to bill ratio of 1.29 o Raised $11.0 million in private placement for working capital and strategic acquisition o Acquisition of nvSRAM product line from ZMD o 0.25 micron product volume increased 27% over Q305 o Manufacturing cost reduced by 20% during the quarter o 0.8 micron (legacy) product volume increased 12% over Q305 Revenue for the fourth quarter of 2005 is $2.8 million, which compares to third quarter 2005 revenue of $2.4 million. Loss from continuing operations for the fourth quarter 2005 was $1.8 million or $.03 per share. In the fourth quarter of 2005, the Company incurred nearly $300 thousand of final development costs related to 0.25 micron products, in particular, the 256K "cut down" and 256K with real time clock. The company chose to complete revisions to the smaller 256K products once the qualification of the parent device, the 1 Megabit nvSRAM, was complete and design changes were validated. Revenue for the twelve months ended December 31, 2005 is $10.4 million versus revenue of $13.1 million for the twelve months ended December 31, 2004. Loss from continuing operations for the twelve months is $7.5 million or $.11 per share, compared to $3.7 million or $.06 per share in 2004. Net loss for the twelve months of 2005 is $5.8 million and includes the gain from the sale of Q-Dot compared to $3.7 million in 2004. Net loss per share for the twelve months is $.08 compared to net loss per common share of $.06 for the 12 months of 2004. The book to bill ratio at 1.29, represents significant growth in demand for legacy and 1 Megabit products. The company is experiencing rapid growth in the RAID controller market. "Based on increasing demand from significant customers in the fourth quarter and continuing into the first quarter of 2006, the company is positioned well to sustain the growth rate that has been achieved over the last two quarters," stated Harold A. Blomquist, president, chairman, and chief executive officer of Simtek Conference Call Simtek management's teleconference will be webcast live at www.companyboardroom.com and at www.simtek.com and will be available thereafter on both websites for replay for 90 days, several hours after the completion of the call. How to participate on the teleconference portion Simtek Fourth-Quarter 2005 Results Teleconference March 10, 10:00 a.m. Eastern time, call 1-800-319-9003 (U.S. toll-free number) or 719-457-2719 (local) and mention ID code: SRAM. The conference call will also be webcast live. Rest of page left intentionally blank 2
SIMTEK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS ------ (Unaudited) December 31, 2005 December 31, 2004 ----------------- ----------------- CURRENT ASSETS: Cash and cash equivalents $ 1,765,774 $ 2,146,790 Restricted investments 2,281,400 -- Accounts receivable - trade, net 1,456,139 2,439,135 Inventory, net 2,287,226 1,869,842 Prepaid expenses and other current assets 98,779 85,221 Deposits 600,000 -- Assets from discontinued operations -- 554,996 ------------ ------------ Total current assets 8,489,318 7,095,984 EQUIPMENT AND FURNITURE, net 570,522 771,901 DEFERRED FINANCING COSTS 58,087 74,684 INTANGIBLE ASSETS 9,685,416 -- OTHER ASSETS 20,000 33,250 ------------ ------------ TOTAL ASSETS $ 18,823,343 $ 7,975,819 ============ ============ LIABILITES AND SHAREHOLDERS' EQUITY ----------------------------------- CURRENT LIABILITIES: Accounts payable $ 2,821,849 $ 2,054,337 Accrued expenses 1,419,703 357,033 Accrued vacation payable 145,020 159,690 Accrued wages 39,789 29,975 Obligation under capital leases 13,024 47,310 Liabilities of discontinued operations -- 325,523 Debentures, current 239,940 -- ------------ ------------ Total current liabilities 4,679,325 2,973,868 DEBENTURES, NET OF CURRENT 2,760,060 3,000,000 OBLIGATIONS UNDER CAPITAL LEASES, NET OF CURRENT PORTION -- 13,024 ------------ ------------ Total liabilities 7,439,385 5,986,892 TEMPORARY EQUITY 9,100,000 -- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued -- -- Common stock, $.01 par value; 300,000,000 shares authorized, 146,920,823 and 146,910,823 shares issued and outstanding at December 31, 2005 and 62,881,679 and 62,871,679 shares issued and outstanding at December 31, 2004 781,708 628,817 Additional paid-in capital 47,705,575 41,778,120 Treasury stock, at cost; 10,000 shares (12,504) (12,504) Accumulated deficit (46,190,821) (40,405,506) ------------ ------------ Total shareholders' equity 2,283,958 1,988,927 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 18,823,343 $ 7,975,819 ============ ============ 3
SIMTEK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Year Ended December 31, December 31, -------------------------------- --------------------------------- 2005 2004 2005 2004 ------------- ------------- ------------- ------------- NET SALES $ 2,793,652 $ 4,025,244 $ 10,385,131 $ 13,092,441 Cost of sales 2,101,228 2,698,589 7,590,866 9,139,617 ------------ ------------ ------------ ------------ GROSS MARGIN 692,424 1,326,655 2,794,265 3,952,824 OPERATING EXPENSES: Research and development costs 1,671,666 943,634 6,369,109 4,942,391 Sales and marketing 328,309 447,061 1,492,838 1,608,441 General and administrative 516,015 187,449 2,274,525 916,660 ------------ ------------ ------------ ------------ Total operating expenses 2,515,990 1,578,144 10,136,472 7,467,492 ------------ ------------ ------------ ------------ LOSS FROM CONTINUING OPERATIONS (1,823,566) (251,489) (7,342,207) (3,514,668) OTHER INCOME (EXPENSE): Interest income 35,342 7,258 91,659 26,436 Interest expense (61,089) (61,897) (238,208) (241,254) Other expense -- -- (810) (1,124) ------------ ------------ ------------ ------------ Total other income (expense) (25,747) (54,639) (147,359) (215,942) ------------ ------------ ------------ ------------ LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (1,849,313) (306,128) (7,489,566) (3,730,610) Provision for income taxes -- -- -- -- ------------ ------------ ------------ ------------ LOSS FROM CONTINUING OPERATIONS (1,849,313) (306,128) (7,489,566) (3,730,610) INCOME (LOSS) FROM DISCONTINUED OPERATIONS (including gain on disposal of $1,689,208) (1,804) 14,671 1,704,251 60,256 ------------ ------------ ------------ ------------ NET LOSS $ (1,851,117) $ (291,457) $ (5,785,315) $ 3,670,354) ============ ============ ============ ============ NET LOSS PER COMMON SHARE: Basic and diluted Loss from continuing operations $ (.03) $ (.01) $ (.11) $ (.06) Income from discontinued operations 00 .00 .03 (.00) ------------ ------------ ------------ ------------ Total $ (.03) $ (.01) $ (.08) $ (.06) ============ ============ ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 73,010,654 54,666,967 68,613,090 58,586,411 ============ ============ ============ ============ 4
Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements predicting Simtek's future growth. These forward-looking statements are inherently difficult to predict and involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, projections of future performance including predictions of future profitability and expectations of the business environment in which Simtek operates. For a detailed discussion of these and other risk factors, please refer to Simtek's filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-KSB and subsequent Form 10-Q and Form 8-K filings. SOURCE: Simtek Corporation IR Contact: Sheldon Lutch Fusion IR & Communications 212-268-1816 sheldon@fusionir.com Company Contact: Brian Alleman 719-590-6548 mailto:info@simtek.com 5 -----END PRIVACY-ENHANCED MESSAGE-----