================================================================================ 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: October 27, 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)) ================================================================================ Item 7.01. Regulation FD (c) Exhibits Exhibit Number Description ------ ----------- 99.1 Press release of the Company dated October 26, 2005, titled "Simtek Reports Third Quarter 2005 Financial Results" Item 9.01. Financial Statements and Exhibits On October 26, 2005, the Company issued a press release updating investors for 2005 third quarter financial results. A copy of the press release is included herewith as Exhibit 99.1. LIMITATION ON INCORPORATION BY REFERENCE. In accordance with General Instruction B.6 of Form 8-K, the information furnished in this Item 9 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements. This information has been, or in the future may be, included in reliance on the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. 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 and Vice President October 27, 2005 3 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press release of the Company, dated October 26, 2005, announcing its Third Quarter 2005 Financial Results. 4