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: February 13, 2008
Simtek Corporation
(Exact Name of Registrant as Specified in
Charter)
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|
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Delaware
(State or other jurisdiction
of incorporation)
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0-19027
(Commission
File Number)
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84-1057605
(IRS Employer
Identification #)
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4250 Buckingham Dr. #100, Colorado Springs, CO
80907
(Address of Principal Executive
Office)
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(719) 531-9444
(Registrants 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
1.01
Entry
Into a Material Definitive Agreement.
On
February 19, 2008, Simtek Corporation (Simtek) announced the formation of its
majority owned subsidiary, AgigA Tech, Inc., a Delaware corporation (AgigA).
AgigA plans to focus on the development and commercialization of low-cost,
ultra-high density, nonvolatile random access memory (NVRAM) solutions. A
copy of the press release is attached as Exhibit 99.1.
Simtek
owns all of the preferred stock of AgigA, which gives it voting control of AgigA
and substantially all of the economic interests in AgigA until the occurrence of
certain liquidity events. The minority stockholders are certain employees
of AgigA, including Ronald Sartore, who holds 100 shares of common stock of
AgigA, representing a 10% equity interest of AgigA on a fully diluted basis.
In addition, as is customary for emerging growth companies, a portion of
the equity has been set aside for future issuance to employees and others in
connection with services to be rendered. As described below, Mr. Sartore
was a director of Simtek until becoming a stockholder of AgigA.
As
of February 13, 2008, Simtek, AgigA and Ronald Sartore entered into a Founders
Stock Agreement (the Agreement). Under the Agreement, Mr. Sartores
common stock vests over five years. Subject to certain exceptions, Mr.
Sartore must remain an employee of AgigA for vesting to occur. Mr.
Sartores common stock will become immediately vested upon an initial public
offering or changed of control of AgigA. If Mr. Sartore ceases performing
services for AgigA, Sartore will immediately transfer to AgigA all shares that
have not become vested.
Pursuant
to the terms of the Agreement, AgigA has the right of first refusal to acquire
Mr. Sartores shares upon a proposed sale of such shares. AgigA also
has the right to acquire Mr. Sartores shares of common stock upon his
termination from employment with AgigA upon certain circumstances. If
Simtek proposes to sell a substantial portion of its interest in AgigA,
Mr. Sartore has the right to include some of his vested shares in such
sale.
The
Agreement provides the terms and procedures pursuant to which Simtek will
provide additional funding to AgigA.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
February 13, 2008, Ronald Sartore resigned as a director from the Simtek Board
of Directors. Mr. Sartore resigned to focus on his new role with Simteks
majority-owned subsidiary, AgigA. He will serve as president and as a
director of AgigA.
Item
8.01
Other
Events.
The
Board of Directors of Simtek has noted the trend for many public companies to
separate the offices of Chairman of the Board of Directors and Chief Executive
Officer. Accordingly, on February 13, 2008, the Board of Directors elected
current director Robert C. Pearson as the non-executive Chairman of the Board of
Directors of Simtek. Harold Blomquist will remain the Chief Executive
Officer and a Director of Simtek. A copy of the press release describing
such changes is attached hereto as Exhibit 99.2.
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Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
99.1
Press release of Simtek, dated February 19, 2008.
99.2
Press release of Simtek, dated February 20, 2008.
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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/ HAROLD A. BLOMQUIST
Harold
A. Blomquist,
President and Chief Executive Officer
February
20, 2008
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EXHIBIT INDEX
Exhibit Number
Description
99.1
Press release of Simtek, dated February 19, 2008.
99.2
Press release of Simtek, dated February 20, 2008.