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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: September 30, 2005
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))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 30, 2005, Mr. Tom Surrette resigned as a director of Simtek
Corporation (the "Corporation"). In a written letter to the Corporation, Mr.
Surrette confirmed that there was no disagreement between him and the
Corporation or the Board of Directors. Rather, as Mr. Surrette explained in his
letter, he resigned in order to comply with guidelines of his employer, Cypress
Semiconductor Corporation ("Cypress"), regarding outside directorships being
held by employees of Cypress. Further, Mr. Surrette explained in his letter that
he is looking forward to continuing to work closely with the Corporation on the
Joint Development Project with Cypress whereby the Corporation and Cypress are
working to jointly develop a 0.13-micron Silicon-Oxide-Nitride-Oxide-Silicon
(SONOS) nonvolatile memory process. To this end, the Corporation believes that
Mr. Surrette may serve as an observer to the Corporation's Board of Directors,
as he has said in his letter to the Corporation he is pleased to do.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This current report on
Form 8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks, trends, and uncertainties. In particular, statements made in this report
that are not historical facts (including but not limited to expectations,
estimates, assumptions and projections regarding development projects) may be
forward-looking statements. Actual results could differ materially from the
results projected, expressed or implied by these forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed from time to time in Simtek's filings with the
Securities and Exchange Commission. Many of these risk factors are outside of
Simtek's control, and as such, they involve risks which are not currently known
to Simtek that could cause actual results to differ materially from those
discussed or implied herein. The forward-looking statements in this document are
made as of the date hereof and Simtek does not undertake to update its
forward-looking statements.
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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/ BRIAN ALLEMAN
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Brian Alleman, Chief Financial
Officer
October 6, 2005
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