Edgar Filing: SIMTEK CORP

File No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

SIMTEK CORPORATION
(Exact name of registrant as specified in its charter)

Colorado 84-1057605
(State of incorporation) (I.R.S. Employer
Identification No.)

4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(Address of Principal Executive Offices) (Zip Code)

Simtek 1994 Non-Qualified Stock Option Plan

(Full title of the plan)

Douglas M. Mitchell
President, Chief Executive Officer and Chief Financial Officer (acting)
Simtek Corporation
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(719) 531-9444
(Name, address and telephone number of agent for service)

Copies to:
Hendrik F. Jordaan, Esq.
Holme Roberts & Owen LLP
90 S. Cascade Avenue, Suite 1300
Colorado Springs, CO 80903
(719)473-3800

CALCULATION OF REGISTRATION FEE

Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate offering registration fee
per share price
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Common Stock, par value $.01 per
share:

Issuable pursuant to options
previously granted under the Simtek
1994 Non-Qualified Stock Option
Plan 614,826 shares $1.4032 (2) $862,724(2) $109

To be issued pursuant to the Simtek
1994 Non-Qualified Stock Option
Plan 1,985,174 shares $0.685 (3) $1,359,844(3) $173
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TOTAL 2,600,000 shares $2,222,568 $282

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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.

(2) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933 solely for purposes of calculating the registration fee based
on the exercise price of the outstanding options under the Simtek 1994
Non-Qualified Stock Option Plan, which has exercise price ranges from $0.90
to $1.90.

(3) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933 solely for purposes of calculating the registration fee based
on the average of the bid and asked price of our common stock on the OTC
Bulletin Board on December 2, 2004.

PART I
Information Required in the Section 10(a) Prospectus

Not required pursuant to Note to Part 1 of Form S-8.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

1. Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003.

2. (a) Our Form 8-K filed on March 5, 2004.
(b) Our Form 8-K filed on March 25, 2004.
(c) Our Form 8-K filed on April 8, 2004.
(d) Our Form 8-K filed on April 27, 2004.
(e) Our Form 8-K filed on May 11, 2004.
(f) Our Form 8-K filed on June 2, 2004.
(g) Our Form 8-K filed on June 16, 2004.
(h) Our Form 8-K filed on August 6, 2004.
(i) Our Form 8-K filed on October 4, 2004.
(j) Our Form 8-K filed on October 14, 2004.
(k) Our Form 8-K filed on November 5, 2004.

3. Our Quarterly Report on Form 10-QSB for the three month period ended
March 31, 2004.

4. Our Quarterly Report on Form 10-QSB for the three month period ended
June 30, 2004.

5. Our Quarterly Report on Form 10-QSB for the three month period ended
September 30, 2004.

6. The description of the registrant's common stock, par value $.01 per
share ("Common Stock"), contained in the registrant's registration statement for
such Common Stock under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description, is
hereby incorporated by reference.

All documents filed after the date of this Registration Statement by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference into
this Registration Statement and to be part hereof from the date of filing such
documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The registrant's amended and restated articles of incorporation contain a
provision limiting the liability of the registrant's directors to the fullest
extent permitted under Colorado law. Under Colorado law, a corporation may limit
the personal liability of a director to the corporation and its shareholders for
monetary damages for breaches of fiduciary duty as a director except for (a)
breaches of the director's duty of loyalty, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(c) certain acts specified by Colorado law, and (d) transactions from which the
director derives an improper benefit.

Colorado law also grants corporations incorporated under the laws of
Colorado the right to indemnify their directors, officers, employees and agents
in accordance with the provisions thereof. The registrant's amended and restated
articles of incorporation provide for extensive indemnification of the
registrant's directors, officers, employees and agents.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits and Financial Statement Schedules.

4.1 Amended and Restated Articles of Incorporation(1)

4.2 Bylaws(1)

4.3 Simtek 1994 Non-Qualified Stock Option Plan(2)

4.4 Form of option agreement between registrant and participants in
the Simtek 1994 Non- Qualified Stock Option Plan(2)

4.5 First Amendment to Simtek 1994 Non-Qualified Stock Option Plan(2)

4.6 Second Amendment to Simtek 1994 Non-Qualified Stock Option
Plan(2)

4.7 Third Amendment to Simtek 1994 Non-Qualified Stock Option Plan(3)

4.8 Fourth Amendment to Simtek 1994 Non-Qualified Stock Option
Plan(4)

4.9 Fifth Amendment to Simtek 1994 Non-Qualified Stock Option Plan(4)

4.10 Sixth Amendment to Simtek 1994 Non-Qualified Stock Option
Plan.(4)

4.11 Seventh Amendment to Simtek 1994 Non-Qualified Stock Option Plan.

4.12 Eighth Amendment to Simtek 1994 Non-Qualified Stock Option Plan.

5.1 Opinion and consent of Holme Roberts & Owen LLP regarding
legality of issuance

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1)

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(1) Incorporated by reference to the registrant's Amendment No.1 to Form S-1
Registration Statement (Reg. No. 33-37874) filed with the Commission on
February 4, 1991.

(2) Incorporated by reference to the Company's Form S-8 Registration Statement
(Reg. No. 333-98294) filed with the Commission on October 19, 1995.

(3) Incorporated by reference to the Company's Form S-8 Registration Statement
(Reg. No. 333-76481) filed with the Commission on April 16, 1999.

(4) Incorporated by reference to the Company's Form S-8 Registration Statement
(Reg. No. 333-73794) filed with the Commission on November 20, 2001.

Item 9. Undertakings.

The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(I) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (II) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

(III) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (I) and (II) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, State of Colorado, on December 6,
2004.

SIMTEK CORPORATION

By /s/ Douglas M. Mitchell
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Douglas M. Mitchell
President, Chief Executive Officer
and Chief Financial Officer(acting)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE

/s/ Douglas M. Mitchell /s/ Harold Blomquist
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Douglas M. Mitchell, Director, Harold Blomquist, Chairman of the Board
Chief Executive Officer, President and December 6, 2004
Chief Financial Officer (acting)
December 6, 2004

/s/ Robert Keeley /s/ Ronald Sartore
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Robert Keeley, Director Ronald Sartore, Director
December 6, 2004 December 6, 2004

/s/ Alfred Stein /s/ Robert Pearson
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Alfred Stein, Director Robert Pearson, Director
December 6, 2004 December 6, 2004

/s/ Kimberley Carothers
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Kimberley Carothers, Controller
(Principal Accounting Officer)
December 6, 2004

SIMTEK CORPORATION
Form S-8
EXHIBIT INDEX

Number Description
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