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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: April 28, 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On April 25, 2006, Simtek Corporation (the "Company") entered into an
employment agreement with Brian P. Alleman, a copy of which is included as
Exhibit 10.1. Pursuant to this agreement, Mr. Alleman will be employed as the
Company's Vice-President and Chief Financial Officer and is also to perform the
role of Corporate Secretary. Mr. Alleman's base annual salary is $225,000 and he
will be eligible to receive a bonus, based on performance, of 50% of his base
salary. Mr. Alleman will also be entitled to an option to purchase 750,000
shares of the Company's common stock upon commencement of his employment. In
addition, Mr. Alleman will be eligible to participate in the Company's Executive
Incentive Bonus Plan and will be eligible to participate in the Company's
standard benefits plans. Mr. Alleman will remain a partner of, and retain an
interest in, Tatum LLC ("Tatum"), the executive services firm through which his
services were initially engaged by the Company, and Tatum also will be paid a
fee based on Mr. Alleman's compensation, with the first year's fee to be no more
than 20% of amount paid to or realized by Mr. Alleman and decreasing in
subsequent years. If the Company terminates Mr. Alleman's employment without
good cause, or if Mr. Alleman terminates his employment for good cause, Mr.
Alleman will be provided with separation pay equal to three months, from date of
notice, of full base salary and three additional months at 50% of full base
salary. If Mr. Alleman terminates his employment without good cause or the
Company terminates Mr. Alleman for good cause, all separation pay will be
forfeited.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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10.1 Employment Agreement between Simtek and Brian P.
Alleman dated April 25, 2006.
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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
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Harold A. Blomquist, President and
Chief Executive Officer
April 28, 2006
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Employment Agreement between Simtek and Brian P. Alleman
dated April 25, 2006.
4