Edgar Filing: SIMTEK CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
---------------------------------

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2006

[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934.

Commission file number 0-19027

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

Delaware 84-1057605
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

4250 Buckingham Drive, Suite 100,
Colorado Springs, Colorado 80907
(Address of principal executive offices) (Zip Code)

(719)531-9444
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Exchange Act:

Common Stock $.0001 Par Value The NASD Stock Market, LLC
(Title of Class)

Securities registered pursuant to Section 12 (g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in rule 405 of Securities Act.
Yes No X
--- ---

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non- accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large Accelerated Filer Accelerated Filer Non-accelerated filer X
--- --- ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes No X
--- ---

Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2006, based upon the closing
price of the common stock as reported by the OTC Electronic Bulletin Board on
such date was approximately $34,403,258. The total number of shares of Common
Stock issued and outstanding as of March 31, 2007 was 16,226,929, after giving
effect to the one for ten reverse stock split completed on October 5, 2006.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A ( "Amendment No. 1 "), is being filed by
Simtek Corporation to amend its Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 solely for the purpose of providing information under
Part III. Simtek had intended to incorporate by reference the information in
Part III from its proxy statement for its 2007 annual meeting, but is filing
this information in Amendment No. 1 instead. This Amendment No. 1 does not
change Simtek's previously reported financial statements and other financial
disclosures contained in its initially filed Form 10-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Our directors and executive officers and their ages as of the date of this
report are as follows:

Harold Blomquist.....................................55 Chairman of the Board, Chief Executive Officer and President

John Hillyard........................................50 Director

Robert H. Keeley.....................................66 Director

Robert C. Pearson....................................71 Director

Ronald Sartore.......................................57 Director and Executive Vice President

Alfred J. Stein......................................74 Director

Brian Alleman........................................50 Vice President and Chief Financial Officer, Corporate Secretary

HAROLD A. BLOMQUIST was originally appointed as a director in May 1998,
resigned from the Board in July 2001 to avoid a potential conflict of interest
with his employer and was re-appointed in January 2002. In October 2003, Mr.
Blomquist was elected to the position of Chairman of the Board of Directors. Mr.
Blomquist has served as our Chief Executive Officer and President since May
2005. He served as a Director on the Board of Microsemi, Inc. from February 2003
to February 2006, and as a consultant to venture investors and early stage
technology companies in the semiconductor and electronic components areas. In
the past, he was employed as President and Chief Executive Officer of Morpho
Technologies, Inc., and Chief Executive Officer of Tower Semiconductor, USA,
Inc. Mr. Blomquist served as a member of the Board of Directors of AMIS Holding
Co. and Sr. Vice President of AMI Semiconductors. Prior to joining AMI in April
1990, Mr. Blomquist held positions in engineering, sales, and marketing for
several semiconductor firms, including Texas Instruments, Inmos Corporation, and
General Semiconductor. Mr. Blomquist was granted a BSEE degree from the
University of Utah and also attended the University of Houston, where he pursued
a joint Juris Doctor/MBA course of study.

JOHN HILLYARD has served as a director since October 2006, when the Board
appointed him to fill a vacant position on the Board of Directors. Mr. Hillyard
has more than 25 years experience as a senior technology finance and operations
executive, with significant domestic and international experience at both public
and private companies. He is presently the Chief Financial Officer of LeftHand
Networks, a pioneer in the open iSCSI SAN market. Prior to joining LeftHand
Networks, Hillyard was Executive Vice President, Finance and Operations and
Chief Financial Officer for FrontRange Solutions; Vice President and Chief
Financial Officer for daly.commerce, Inc.; Vice President and Chief Financial
Officer for InteliData Technologies Corp.; and Senior Vice President and Chief
Financial Officer for eFunds Corporation. Mr. Hillyard has been a CFO for
companies traded on domestic and international stock exchanges. He studied
Business Economics at the University of California at Santa Barbara and earned
his CPA while working at PricewaterhouseCoopers.

ROBERT H. KEELEY has served as a director since May 1993. Dr. Keeley's
current term of office as a director expires at the 2007 annual meeting. He is
currently Professor (Emeritus) at the University of Colorado at Colorado Springs
where he served as the El Pomar Professor of Business Finance from 1992 until
2004. From 1986 to 1992, Dr. Keeley was a professor in the Department of

Industrial Engineering and Engineering Management at Stanford University. Prior
to joining Stanford, he was a general partner of Hill and Carmen (formerly Hill,
Keeley and Kirby), a venture capital firm. Dr. Keeley holds a Bachelor's degree
in electrical engineering from Stanford University, an M.B.A. from Harvard
University, where he was a Baker Scholar, and a Ph.D. in business administration
from Stanford University. Dr. Keeley is a director and president of a private
company in the wind energy business, and a director of two other private
companies.

ROBERT C. PEARSON has served as a director since July 2002. He joined RENN
Capital Group in April 1997 and is currently its Senior Vice
President-Investments. From May 1994 to May 1997, Mr. Pearson was an independent
financial management consultant primarily engaged by RENN Capital Group. From
May 1990 to May 1994, he served as Chief Financial Officer and Executive Vice
President of Thomas Group, Inc., a management consulting firm, where he was
instrumental in moving a small privately held company from a start-up to a
public company with over $40 million in revenues. Prior to 1990, Mr. Pearson
spent 25 years at Texas Instruments where he served in several positions
including Vice President-Controller and later as Vice President-Finance. Mr.
Pearson holds a BS in Business from the University of Maryland and was a W.A.
Paton Scholar with an MBA from the University of Michigan. He is currently a
Director of CaminoSoft Corporation and Laserscope, Inc., both of which are
publicly held. He is also a Director of eOriginal, Inc., a privately held
company.

RONALD SARTORE has served as a director since March 2004. Mr. Sartore has
over 30 years experience in the industry and currently serves as Executive Vice
President of the Company. From May of 1999 until May of 2006 he served various
engineering and business roles as a Vice President within Cypress Semiconductor
Corporation's Consumer and Computation Division. Mr. Sartore joined Cypress
Semiconductor Corporation, or "Cypress," after Cypress's May 1999 accretive
acquisition of Anchor Chips, where he was its Chief Executive Officer and
President. Mr. Sartore founded Anchor Chips in 1995 and secured $9.5 million in
funding from its majority owner: South Korea's LG Semicon. Prior to that, Mr.
Sartore worked as a systems architect for San Diego based AMCC. Previous to
AMCC, Mr. Sartore was a technical consultant for Array Microsystems, and an
employee of Maximum Storage, both in Colorado Springs. In 1985, Mr. Sartore
co-founded Cheetah International, a manufacturer of personal computers and
peripherals until its acquisition by Northgate Computers in 1990. Cheetah's
products, designed by Mr. Sartore, have received acclaim for their high
performance and were the subject of articles in numerous trade magazines. Prior
to Cheetah, Mr. Sartore has held technical design positions in the following
companies: Inmos, in Colorado Springs, Colorado; Synercom Technology, in
Sugarland, Texas; Texas Instruments, in Stafford, Texas; NCR, in Millsboro,
Delaware; and Sperry Univac, in Blue Bell, Pennsylvania. Mr. Sartore currently
holds 13 US patents and obtained a BS degree in Electrical Engineering from
Purdue University.

ALFRED J. STEIN has served as a director since March 2004. He is currently
a Consultant and Advisor to startup companies in the high technology industry.
He previously served at VLSI Technology, Inc. as Chairman of the Board and Chief
Executive Officer from 1982 until its acquisition by Philips Electronics in
1999. During his tenure, VLSI grew from a venture capital funded start-up to a
publicly traded company with revenues in excess of $600 million and over 2,200
employees in more than 25 locations around the world. For more than 45 years,
Mr. Stein has played a significant role in the high tech industry, including
senior management assignments at both Texas Instruments and Motorola. Mr. Stein
was with Texas Instruments for 18 years from 1958 through 1976; his last
position was Vice President and General Manager for the Electronics Devices
Division. Mr. Stein was with Motorola for five years where he was Vice President
and Assistant General Manager of Motorola's Semiconductor Sector. He joined VLSI
Technology from Arrow Electronics where he had been that company's Chief
Executive Officer. Mr. Stein is on the Board of Directors of two publicly traded
companies, Advanced Power Technology and ESS Technology, as well as several
private startup companies. He also has served on the board of directors at
Applied Materials, Radio Shack Corporation and was Chairman of the Board for the
Semiconductor Industry Association (SIA). He served on the Board of Trustees for
St. Mary's University of Texas.

BRIAN ALLEMAN has served as Vice President and Chief Financial Officer at
the Company since June of 2005. Mr. Alleman is a partner in the Denver office of
Tatum LLC, a national firm of experienced executives serving as full-time,
part-time, interim, project, or on-staff professionals to provide executive
solutions to companies undertaking significant change. Mr. Alleman has over 25
years of experience in financial management, with 10 years of experience in
leading international accounting firms. For nine years prior to joining Tatum,
Mr. Alleman served as Vice President and Chief Financial Officer with Centuri
Corporation in Penrose, Colorado. Mr. Alleman intends to remain a partner in
Tatum, which should allow Simtek access to a variety of professional resources
provided by Tatum to its clients. Mr. Alleman holds a Bachelors Degree in
Accounting from Seton Hall University and became a Certified Public Accountant
in the State of New Jersey in 1980.

Committees of the Board

The Board has an Audit Committee, a Compensation Committee and a Governance
Committee, each of which has authority to engage legal counsel or other experts
or consultants as it deems appropriate to carry out its respective
responsibilities.

Audit Committee. The Board has established an Audit Committee in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The
Audit Committee consists of Dr. Keeley, who serves as the committee's
chairperson, and Messrs. Hillyard and Stein. The Audit Committee assists the
Board in its oversight of the integrity of our accounting, auditing, and
reporting practices. The Board has determined that each of Dr. Keeley and Mr.
Hillyard has the requisite education, background or experience to be considered
an "audit committee financial expert" as that term is defined by applicable SEC
rules. All members of the Audit Committee are "independent" under current NASDAQ
Stock Market listing standards.

Compensation Committee. The primary responsibilities of the Compensation
Committee are to review and recommend to the Board the compensation of our Chief
Executive Officer, determine the amounts and recipients of stock options and
perform such other functions regarding compensation as the Board may delegate.
The Compensation Committee consists of Messrs. Hillyard, Stein and Pearson. Each
member of the Compensation Committee is independent according to standards for
independence under current NASDAQ Stock Market listing standards.

Governance Committee. The primary responsibilities of the Governance
Committee are to assist us in complying with SEC and other government
regulations. The Governance Committee does not have a written charter. The
Governance Committee consists of Messrs. Stein, Blomquist, and Keeley. Messrs.
Stein and Keeley are independent, and Mr. Blomquist is not independent, in each
case according to standards for independence under the Nasdaq Stock Market
listing standards.

The Governance Committee's responsibilities also include identifying
qualified candidates for nomination to the Board, including those recommended by
shareholders. The Governance Committee conducts informal self-evaluations of the
composition and size of the Board on a periodic basis. As a need is observed,
the Governance Committee will recommend to the Board that it consider new
directors and seek input from the Board regarding desired skills in new
candidates. The Committee has, in the past, used formal and informal networking
to identify and evaluate potential candidates. Similar to any nominee identified
by the Committee, any potential nominee submitted for consideration by a
shareholder would first be vetted against a perceived need existing on the
Board, and would then be evaluated against other candidates for the position
based on the merits of his/her background in comparison to other candidates.

Code of Business Conduct and Ethics

The Board has approved a Code of Business Conduct and Ethics (collectively,
the "Code of Conduct"), posted on the our website at www.simtek.com. The Code of
Conduct applies to our chief executive officer, chief financial officer, and all
of our other employees and directors. Employees and directors are required to
report any conduct that they believe in good faith to be an actual or apparent
violation of the Code of Conduct.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive
officers, among others, to file with the SEC and the NASDAQ an initial report of
ownership of our common stock on Form 3 and reports of changes in ownership on
Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations
to furnish us with copies of all Section 16 forms that they file related to
Simtek stock transactions. Under SEC rules, certain forms of indirect ownership
and ownership of our common stock by certain family members are covered by these
reporting requirements. As a matter of practice, our administrative staff
assists our directors and executive officers in preparing initial ownership
reports and reporting ownership changes and typically files these reports on
their behalf.

Based on a review of the copies of forms filed in 2006, we believe that
during 2006, except as previously disclosed, all of our executive officers and
directors filed the required reports on a timely basis under Section 16(a). Mr.
Blomquist was late with one Form 4 filing. One transaction was reported on this
late Form 4.

Item 11. Executive Compensation.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

Our executive compensation programs are designed to attract, motivate and
retain executives critical to our long-term success and the creation of
shareholder value. Our fundamental compensation philosophy is to closely link
executive officers' total compensation with the achievement of annual and
long-term performance goals and that performance should have a significant
impact on compensation. Management and the Compensation Committee believe that
compensation decisions are complex and best made after a careful review of
individual and company performance, semiconductor industry, and general industry
compensation levels. The Committee awards compensation to our executive officers
that is based upon overall business and individual performance and that is
designed to motivate them to achieve strategic objectives and to continue to
perform at the highest levels in the future.

Based on the objectives described above, we strive to set a total
compensation opportunity within a reasonable range of total direct compensation
paid to similarly situated executives at comparable companies, against whom we
may compete in the semiconductor industry marketplace and in the broader market
for executive, key employee, and outside director talent. Actual compensation
may be above or below the mid-range of industry norms based on the actual
performance of our company and the individual, with the opportunity to achieve
superior compensation based on superior performance. This approach is intended
to ensure that a significant portion of executive compensation is based on our
financial and strategic performance.

Roles and Responsibilities

Each of the Compensation Committee and management is involved in the
development, review and evaluation, and approval of our executive compensation
programs. In general, the roles are discussed below; additional details
regarding the roles of each are addressed in the discussion of the "Annual
Review of Executive Compensation."

Management. Our management sets our strategic direction and tactical
objectives and strives to design and develop compensation programs that motivate
executives' behaviors consistent with these tactical and strategic objectives.
In collaboration with the Compensation Committee, management coordinates the
annual review of the compensation program for the executive officers. This
includes an evaluation of individual and overall company performance,
competitive practices and trends, and various compensation issues. Based on the
outcome of this review, management makes recommendations to the Compensation
Committee regarding the compensation of each of the executive officers, other
than the Chief Executive Officer.

Compensation Committee. The Compensation Committee of the Board has overall
responsibility for the approval of programs that are reasonable, consistent with
our compensation philosophy, and support our business goals and objectives. The
Board established the Compensation Committee in 2004. The current members of the
Committee were appointed in October 2006. The Committee consists of three
directors, all of whom are deemed independent within the meaning of the current
rules of the Nasdaq Stock Market: Messrs. Hillyard (Chairman), Stein and
Pearson.

The Committee has authority and responsibility for the review, evaluation
and approval of the compensation structure and level for all of our executive
officers. This includes the articulation of our compensation philosophy, and
policies and plans covering our executive officers. The Committee also conducts
an annual review and approval of the Chief Executive Officer's annual
compensation, including an evaluation of his performance to corporate goals and
objectives relevant to his compensation.

The Committee operates pursuant to a charter, which is available on the
Company's website at www.simtek.com. Under its charter, the stated purposes of
the Compensation Committee are: (1) to assist the Board in discharging its
responsibilities relating to compensation of the Corporation's executives, (2)
to administer the Corporation's equity incentive plans and (3) to produce a
report on executive compensation for inclusion in the Corporation's proxy
statement in accordance with applicable rules and regulations.

The Compensation Committee typically meets several times each year as
needed to address various compensation issues. Compensation Committee meetings
may include an executive session without members of management present. The

Compensation Committee met more than four times during 2006 as it was developing
the incentive compensation plan currently in use, and also met several times in
executive session. The Compensation Committee regularly reports to the full
Board regarding executive compensation matters.

Annual Review of Executive Compensation

Our management and the Compensation Committee strive to maintain an
executive compensation program that is structured to provide executive officers
with a total compensation package that, at expected levels of performance, is
competitive with those provided to other executives holding comparable positions
or having similar qualifications in other similarly situated organizations in
the semiconductor industry and the general market. This is achieved by the
preparation of an annual review of the compensation of each of the Company's
executive officers.

In making its decisions on each executive officer's compensation, the
Compensation Committee considers the nature and scope of all elements of the
executive's total compensation package, the executive's responsibilities, and
his or her effectiveness in supporting our key strategic, operational and
financial goals. The Compensation Committee also considers recommendations from
the Chief Executive Officer regarding total compensation for those executive
officers reporting directly to him.

The Compensation Committee believes that input from management provides
useful information and points of view to assist the Compensation Committee to
determine its own views on compensation. Although the Compensation Committee
receives information and recommendations regarding the design and level of
compensation of our executive officers from management, the Compensation
Committee makes the final decisions as to the plan design and compensation
levels for these executives.

Compensation Peer Group

In determining the appropriate amount for each element of the total direct
compensation (base salary, annual incentives, and long-term incentives), the
Compensation Committee considers the compensation paid for similar positions at
other corporations within a reasonable peer group of companies prior to
determining the executive officers' base salary and total cash compensation
potential. The peer group is comprised of companies against which we compete in
the global semiconductor industry for executive, key employee, and outside
director talent. Peer companies fall within a range (both above and below us) of
comparison factors such as revenue, market capitalization, net income, and
relevant similarities to our fabless business model. Our peer group is comprised
of (but not limited to) the following companies:

Ramtron Quicklogic
Microsemi Cypress
Virage Logic Sipex
Catalyst Semiconductor AMCC
ZMD Tower Semiconductor

This competitive market data provides a frame of reference for the Compensation
Committee when evaluating executive compensation.

Mix of Compensation

Our executive compensation program is composed of three key elements - base
salary, an annual cash incentive bonus, and equity-based compensation - which
represent an executive officer's total direct compensation (excluding benefits
and perquisites). The Compensation Committee strives to align the relative
proportion of each element of total direct compensation with the competitive
market and our objectives, as well as preserve the flexibility to respond to the
continually changing global environment in which we operate. The Compensation
Committee's goal is to strike the appropriate balance between annual and
long-term incentives, and it may adjust the allocation of pay to best support
our objectives. For 2006, the mix of these three elements for each of the named
executive officers is illustrated in the following chart:

Percent of Total Direct Compensation

Annual Cash
Base Incentive Equity
Officer Salary Compensation Incentive Awards(1)
------------------- ------ ------------ -------------------
Harold A. Blomquist 53% 16% 31%
Ronald Sartore 7% 0% 93%(2)
Brian P. Alleman 45% 10% 45%

(1) Based on the FAS 123(R) grant date fair value of restricted stock and stock
options granted in 2006.
(2) Includes the value of options granted to Mr. Sartore in his capacity as a
director.

The mixture of pay elements noted above represents the belief that executive
officers should have elements of their compensation tied to both short and long
term objectives. This pay mixture is the result of our historical pay practices,
management recommendations, and Compensation Committee determinations.

Elements of Executive Compensation

The key elements of direct compensation for the executive officers are base
salary, an annual cash incentive bonus, and equity-based compensation, typically
delivered through stock options. Executive officers also are eligible for other
elements of indirect compensation, comprised of health and welfare benefits,
retirement and savings plans, and certain perquisites. The Compensation
Committee considers each of these elements when evaluating the overall
compensation program design.

Annual Base Salary. Management with the assistance of the Compensation
Committee establishes base salaries that are intended to be sufficient to
attract and retain individuals with the qualities they believe are necessary for
our long-term financial success and that are competitive in the marketplace.

An executive officer's base salary generally reflects the officer's
responsibilities, tenure, job performance, special circumstances such as
relocation, and direct competition for the executive's services. The
Compensation Committee reviews the base salaries of each executive officer,
including the Chief Executive Officer, on an annual basis. In addition to these
annual reviews, the Committee may at any time review the salary of an executive
who has received a significant promotion, whose responsibilities have been
increased significantly, or who is the object of competitive pressure. Any
adjustments are based on the results of a review of relevant market salary data,
increases in the cost of living, job performance of the executive officer over
time, and the expansion of duties and responsibilities, if any. No
pre-determined weight or emphasis is placed on any one of these factors.

In general, the Committee targets the base salary levels of the Chief
Executive Officer and other executive officers within the mid-range of base
salaries for comparable executive positions at key competitors. Adjustment of an
individual executive officer's actual base salary above the mid-range of this
reference group would generally be based upon:

o Achieving or exceeding key business objectives;

o Highly developed individual skills critical to the Company;

o Demonstrating an ability to positively impact shareholder value;

o Consistently superior levels of performance; and

o Experience and level of responsibility.

During 2006, the Committee approved no increases to the base salaries of the
named executive officers.

Annual Cash Incentive Awards. Annual cash incentive compensation enables
executive officers and other key employees of the Company to earn annual cash
bonuses for meeting or exceeding our financial goals as well as for individual
performance.

The potential payments available under the annual cash incentive program
for the executive officers depend on the attainment of performance goals
recommended by management and approved by the Compensation Committee early in
each calendar year. In addition to these awards, the Compensation Committee may
approve additional bonuses following a subjective evaluation of an executive
officer's performance and success in areas deemed to be significant to us.

For executive officers, our annual cash incentive compensation program
provides for target earning generally in the range of 50% to 100% of base
salary. Individual awards reflect both group performance and individual
contributions to our success.

The following table summarizes, for 2006, the bonus targets, performance
components, and corresponding weightings for each of our named executive
officers. Weighting factors represent the percentage of each executive's target
cash incentive that is attached to performance of the specific metric. For
example, Mr. Alleman has 50% of his target earnings potential that is attached
to performance to our ex-item net income goal from our annual operating plan.
Mr. Sartore was not eligible for the incentive compensation program during 2006.

Annual Annual New Product
Operating Operating Plan Research and Strategic
Name Plan Revenue Ex-Item Income Development Cash Balance Initiatives
-------------------------- ------------------- --------------------- ------------------ ---------------- --------------------

Harold Blomquist 25% 50% 25% 50%
Brian Alleman 50% 25% 25%

These performance measures were selected for use in the annual cash
incentive because of their importance to the value of our operation. In
particular, the Compensation Committee believes that Ex-item Net Income is an
appropriate measure for the primary financial goal to align the interests of
management with the interests of our stockholders. Because Ex-item Net Income
excludes non-cash charges for stock options and amortization of the non-compete
agreement with ZMD and other expenses related to the joint development agreement
with Cypress Semiconductor or other strategic initiatives, Ex-item Net Income
provides an indicator of general economic performance that is not affected by
significant non-cash or restricted-cash expenses. Accordingly, our management
believes this type of measurement is useful for comparing general operating
performance of our baseline nvSRAM business from period to period.

In 2006, the Compensation Committee established threshold, target, and
accelerated performance goals for the performance measures to be achieved by
Simtek during 2006. For the purposes of Ex-item Net Income, the target was
established as $841 thousand with a minimum threshold set at break-even and an
accelerated payout (1.2x multiplier) possible for ex-item net income between
$841 thousand and $1.0 million with a maximum acceleration factor at ex-item net
income greater than $1.0 million (1.5x multiplier).

During 2006, achievement against our Ex-item Net Income was approximately
114% of target. Performance to our revenue goal was $30.6 million on a plan of
$28.4 million, or 108% of plan. Cash at year end was 119% of plan. The strategic
initiatives were based on successfully integrating the acquisition of the nvSRAM
assets from ZMD which was deemed to have been completed in a superior manner to
the significant benefit of our Company. This resulted in cash bonuses for the
named executive officers in the range of 67% to 81% of base salary.

For additional information regarding the metrics applicable to our Chief
Executive Officer, see "Compensation of the Chief Executive Officer" below.

The bonuses for 2006 for the Chief Executive Officer and other named
executive officers are disclosed in the "Bonus" column of the Summary
Compensation Table.

Long-Term (Equity) Compensation. We provide executives with long-term
compensation through the 1994 Simtek Corporation Non-Qualified Stock Option Plan
(the "SOP"). The SOP has been in effect continually from 1994 through 2006 and
has been amended from time to time to allow for the replenishment of the stock
option pool in order to provide long-term equity compensation to executive
officers. The general objective of the SOP is to encourage employees and
directors to acquire or increase their equity interest in our company and to
provide a means whereby they may develop a sense of proprietorship and personal
involvement in our development and financial success. The SOP also encourages
this group to remain with and devote their best efforts to our business, thereby
advancing our interests and the interests of our stockholders. The SOP also
enhances our ability to attract and retain the services of individuals who are
essential for our growth and profitability.

The SOP permits granting stock options which are granted according to a
plan developed by management and the Committee and approved by the Committee
during the first six months of each year. Pursuant to this schedule, grants of
equity-based awards are typically made during the second quarter. Management and
the Compensation Committee reserve the right to make other grants as determined
to be appropriate after careful review of such things as significant
achievements, the risk of losing key executives, and periodic changes in the
external environment around our company.

All options granted prior to March 24, 2006, began vesting six months after
the date of grant, and would become fully vested after three years and expire
seven years from date of grant. On March 24, 2006, the Board of Directors
changed the vesting schedule of stock options granted after March 24, 2006 to be
as follows:

o If an officer or employee has been employed for 12 months or more,
stock options will vest over 48 months at 1/48th per month, and
vesting will begin immediately at 1/48th per month for the four year
period.

o If an officer or employee has been employed for less than 12 months,
no vesting will occur until the officer or employee has been employed
for 12 months at which time the officer or employee will be caught up
at 1/48th per month for each month since the option grant date and
then the options will continue to vest at 1/48th per month for the
remaining portion of the four year period.

o If an officer or employee is a new hire, no vesting will occur until
the officer or employee has been employed for 12 months at which time
the officer or employee will receive 12/48th of the vesting after
which the options will continue to vest at 1/48th per month for the
remaining portion of the four year period.

o All options granted to outside directors of the Company will be 100%
vested after six months from the grant date.

All options will expire seven years from date of grant.

During 2006, the Compensation Committee approved the following equity
awards to the CEO and other named executive officers:

Stock
Officer Options
------------------- -----------

Harold A. Blomquist 58,300
Ronald Sartore 118,500(1)
Brian P. Alleman 81,700

(1) Includes 18,500 options granted to Mr. Sartore in his capacity as a
director.

The named executive officers were granted a total of 258,500 stock options.
Additional details regarding the terms of these grants are provided in various
tables below.

Health and Welfare Benefits. We provide our executive officers with
benefits that are intended to be a part of a competitive total compensation
package that provides health and welfare programs comparable to those provided
to employees and executives at other companies in the semiconductors industry.
Executive officers participate in our health and welfare programs on the same
relative basis as our other employees.

In the U.S., we sponsor the Simtek Corporation 401K Plan (the "Simtek 401K
Plan"), a tax-qualified defined contribution retirement plan. The Simtek 401K
Plan is a tax-qualified broad-based employee savings plan; employee
contributions are calculated on gross payroll and employees are permitted to
contribute up to dollar limits and percentages established annually by the
Internal Revenue Service ("IRS"). In 2006 there was no matching contribution
provided by Simtek.

Employment Agreements. We currently have employment agreements with our
named executive officers. Generally, we do not maintain employment agreements
with executive officers. The primary purpose of these employment agreements is
to provide certain executive officers with a personal assurance of their
treatment following a change in control of our company or under terms of
termination of their employment.

The employment agreement with Mr. Blomquist provides for a base salary of
$325,000 per year and he will be eligible to receive a yearly cash bonus, based
on performance, of up to 100% of his salary. In addition, Mr. Blomquist may
receive a yearly bonus of options to purchase between 10,000 and 40,000 shares
of our common stock; the exact amount will be based on performance. Upon
beginning employment, Mr. Blomquist received options to purchase 250,000 shares
of our common stock and a $50,000 bonus. Within four months of beginning
employment, Mr. Blomquist was required to purchase 20,000 shares of common stock
from us. For each share of common stock Mr. Blomquist purchased from us within
six months of beginning employment, including the 20,000 shares he was required
to purchase, we granted him an additional share, up to a maximum of 50,000
matching shares. Upon termination, Mr. Blomquist will be restricted from

competing against us for a period of 18 months. If Mr. Blomquist is terminated
by us without cause, all of Mr. Blomquist's unvested stock options will
immediately vest and he will continue to receive his base salary, benefits, and
cash and stock bonuses for 18 months. If Mr. Blomquist terminates employment due
to good cause or as a result of constructive termination relating to a change of
control of the Company, all of Mr. Blomquist's unvested stock options will
immediately vest and he will continue to receive his base salary, benefits and
cash and stock bonuses for 18 months.

On November 3, 2006, we entered into a letter agreement with Mr. Sartore
whereby Mr. Sartore is employed as our Executive Vice-President focusing on new
product development. Mr. Sartore's base annual salary is $225,000 and he is
eligible to receive a bonus, based on performance, in accordance with our
Executive Incentive Compensation Plan. We also issued to Mr. Sartore an option
to purchase 100,000 shares of our common stock, which vests monthly over a four
year period. In exchange for transferring ownership to us of certain inventions
he initiated prior to an employee, Mr. Sartore received 1,500 shares of our
common stock upon the filing of a patent application for each such invention and
2,500 shares upon a patent being issued for each such invention.

The employment agreement with Mr. Alleman provides for a base annual salary
of $225,000 and he will be eligible to receive a bonus, based on 100%
performance to agreed upon company and individual goals, of 50% of his base
salary. Mr. Alleman received options to purchase 75,000 shares of our common
stock upon commencement of his employment. In addition, Mr. Alleman will be
eligible to participate in our 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 us, 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 the amount paid to, or realized by, Mr.
Alleman. This fee percent will decrease in subsequent years. If we terminate 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 we terminate Mr. Alleman for good cause, all
separation pay will be forfeited.

Compensation of the Chief Executive Officer

In connection with the review of the then Chief Executive Officer's
performance in April 2005, the Compensation Committee performed a competitive
analysis of the total direct compensation program for the replacement for
Simtek's then Chief Executive Officer. The Compensation Committee used the
information in this study as it negotiated the terms of compensation of Mr.
Blomquist's total direct compensation. Mr. Blomquist's total direct compensation
was deemed to be reasonable when compared to the corresponding opportunities
extended to chief executive officers within other semiconductor companies as
well as the specific circumstances of Simtek at the time.

For 2006, Mr. Blomquist's base salary was $325,000. His award under the
annual incentive compensation program related to 2005 was $100,238, which was
paid in 2006. His award under the annual incentive compensation program related
to 2006 was $261,383, which was paid in February 2007 For 2006, Mr. Blomquist's
bonus eligibility was targeted at 50% of his base salary up to a maximum of 100%
of his base salary. For 2006, Mr. Blomquist's bonus metrics and weightings were
Company ex-item net income (50%), Company net revenue (25%), new product
research and development (25%), and an amount at the discretion of the Committee
related to strategic initiatives (50%). In addition, we granted Mr. Blomquist
58,300 stock options.

Accounting and Tax Treatments of the Elements of Compensation

We account for stock-based awards, including stock options, as provided in
FAS123(R).

The Compensation Committee considers the potential impact of IRC Section
162(m) on compensation decisions. Section 162(m) disallows a tax deduction by us
for individual executive compensation exceeding $1 million in any taxable year
for our Chief Executive Officer and the other four highest compensated senior
executive officers, other than compensation that is performance-based under a
plan that is approved by our stockholders and that meets certain other technical
requirements. The Committee's approach with respect to qualifying compensation
paid to executive officers for tax deductibility purposes is that executive
compensation plans will generally be designed considering a number of factors,
including tax deductibility. However, non-deductible compensation may still be
paid to executive officers when necessary for competitive reasons, to attract or
retain a key executive, to enable us to retain flexibility in maximizing our pay
for performance philosophy, or where achieving maximum tax deductibility would
not be in our best interest.

Post-Employment Compensation

The employment agreement with Mr. Blomquist provides for immediate vesting
of 100% of Mr. Blomquist's currently held and non-vested stock options in the
event of a change in control of our company or termination without cause. See
Potential payments upon termination or change of control for further
information.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed Simtek's Compensation
Discussion and Analysis for the fiscal year ended December 31, 2006 with Simtek
management. Based on this review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this annual report.

COMPENSATION COMMITTEE

John Hillyard, Chair
Robert Pearson
Alfred Stein

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information concerning compensation earned
in the fiscal year ended December 31, 2006, by our Chief Executive Officer, our
Chief Financial Officer and our Executive Vice President. We refer to these
three persons collectively as "named executive officers." Our compensation
policies are discussed above under the heading "Compensation Discussion and
Analysis."

Change in
pension
value and
nonqualified
Non-equity deferred
Name and Stock Option incentive plan compensation All other
Principal Position Year Salary Bonus awards(1) awards(2) compensation(3) earnings compensation Total
---------------------------------------------------------------------------------------------------------------------------------

Harold A. Blomquist 2006 $325,000 $0 $0 $324,420 $261,383 $0 $209,516(4) $1,120,319
President, CEO,
and Chairman

Ronald Sartore 2006 $29,856 $0 $2,500 $6,045(5) $0 $0 $152,500(6) $ 190,901
Executive VP

Brian P. Alleman 2006 $212,792 $0 $0 $41,516 $150,824(7) $0 $0 $ 405,132
Vice President and
CFO

(1) We issued Mr. Blomquist 371 shares of our common stock at a value of $6.75
per share on May 26, 2006. This stock was issued for payment of his
quarterly stipend earned for serving as a director for the period of
January 1, 2005 through March 31, 2005. We issued Mr. Sartore 3,376 shares
of our common stock for a total value of $12,500 on May 26, 2006 for
payment of his quarterly stipend earned for serving as a director for the
period January 1, 2005 through March 31, 2006. For purposes of the
restricted stock awards, fair value was initially calculated using the
average closing price of our stock on the last 20 days of each quarter the
stipend was earned.

(2) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2006 fiscal year for the fair value
of stock options granted to each of the named executives in 2006 as well as
prior fiscal years, that vested in 2006, in accordance with SFAS 123R.
Pursuant to SEC regulations, the amounts shown exclude the impact of
estimated forfeitures related to service based vesting conditions. Option
expenses for each of Messrs. Blomquist, Sartore and Alleman included
$312,147, $0 and $10,363, respectively during 2005, and $12,273, $6,045 and
$31,153, respectively during 2006. For additional information on the
valuation assumptions with respect to the 2006 grants, refer to note 6 of
our financial statements in the Form 10-K for the year ended December 31,
2006, as filed with the SEC. For information on the valuation assumptions
with respect to grants made during 2005, refer to the note on
"Shareholders' Equity" for our financial statements in the Form 10-K for
the year ended December 31, 2005. These amounts reflect our accounting
expense for these awards and do not correspond to the actual value that
will be recognized by the named executive officers.

(3) This column represents payments made in 2007 related to the 2006 Executive
Incentive Compensation Plan.

(4) Includes the taxable portion of Mr. Blomquist's relocation costs for his
move from California to Colorado.

(5) These options were granted to Mr. Sartore in his capacity as a director
prior to becoming an executive officer.

(6) During 2006, Mr. Sartore was paid $16,000 in his capacity as a director and
$136,500 as a consultant to our company, prior to becoming an executive
officer.

(7) Reflects $115,132 paid directly to Mr. Alleman and $35,692 paid to Tatum
Partners LLC.

Grants of Plan-Based Awards

Our Stock Option Plan permits the grant of non-qualified stock options to
our employees and directors and to employees of our subsidiaries.

All All Grant
Other Other Date
Stock Option Fair
Awards: Awards: Value of
Number Number of Stock
of Securities and
Estimated Future Payouts Estimated Future Payouts Shares Underlying Option
Date of Under Non-Equity Under Equity Incentive or Units Options Awards
Name Grant Date Action Incentive Plan Awards Plan Awards (1) (2) (3)
------------ ------------ ------- ------------------------- -------------------------
Threshold Target Max. Threshold Target Max.
($) ($) ($) ($) ($) (#) (#) ($)
----------- -------- ------ --------- ------ ----- ---------- ----------- ----------

Harold A. 5/26/06 11/22/2005 371 $2,500
Blomquist
6/12/2006 6/12/2006 25,000 $53,325

10/17/2006 10/17/2006 33,300 $134,532

Ronald 02/21/2006 2/21/2006 3,500 $6,045
Sartore
5/26/2006 11/22/2005 3,376 $12,500

9/27/2006 9/27/2006 15,000 $50,730

11/13/2006 11/13/2006 100,000 $312,200

Brian P. 04/26/2006 4/7/2006(4) 75,000 $180,150
Alleman
10/17/2006 10/17/2006 6,700 $27,068

(1) This column shows the number of shares of common stock granted to the named
executive officers in 2006. Shares issued to Mr. Blomquist and Mr. Sartore
were granted as compensation for their service as directors prior to
becoming executive officers. Mr. Blomquist's shares covered compensation
for the period January 1, 2005 through March 31, 2005 and Mr. Sartore's
shares covered compensation for the period January 1, 2005 through March
31, 2006.

(2) This column shows the number of stock options granted to the named
executive officers in 2006. These options vest and become exercisable based
on the vesting terms of the SOP. 18,500 of the options granted to Mr.
Sartore were granted to him as a director with respect to periods prior to
becoming an executive officer.

(3) The exercise price of each option granted was equivalent to the closing
price of a share of our common stock on the grant date. Generally, the full
grant date fair value is the amount that we would expense in our financial
statements over the award's vesting schedule and has been calculated using
the Black-Scholes valuation model. The valuations were based upon the
following assumptions estimated holding period of 4.87 years, expected
volatility of 79.81% and a risk free interest rate of 5.11%. It should be
noted that this model is only one of the methods available for valuing
options. These amounts reflect our accounting expense and do not correspond
to the actual value that may or will be recognized by the named executive
officers.

(4) Mr. Alleman's option grant was approved on April 7, 2006 by the
Compensation Committee and issued on April 26, 2006, the date Mr. Alleman
accepted his full time employment terms.

Outstanding Equity Awards at 2006 Fiscal Year-End

The following table provides information on the current holdings of stock
option and stock awards by the named executive officers. This table includes
unexercised and unvested option awards and unvested grants of restricted shares
of stock. Each equity grant is shown separately for each named executive
officer.

Option Awards Stock Awards
------------------------------------------------------------ -----------------------------------------

Equity
Incentive
Equity Plan
Incentive Awards:
Market Plan Market
Number Value Awards: or
Equity of of Number Payout
Incentive Shares Shares of Value of
Plan or or Unearned Unearned
Awards: Units Units Shares, Shares,
Number of of of Units or Units or
Date of Number of Number of Securities Stock Stock Other Other
Name Award Securities Securities Underlying That That Rights Rights
Underlying Underlying Unexercised Option Option Have Have That That
Unexercised Unexercised Unearned Exercise Expration Not Not Have Not Have Not
Options Options Options Price Date Vested Vested Vested Vested
(#) (#) (#) ($) (#) ($) (#) ($)

Exercisable Unexercisable
------------- ---------- ------------ -------------- ----------- --------- ----------- -------- --------- ---------- ----------

Harold A. 10/31/2003 7,500 0 0 $8.30 10/31/2010 --- --- --- ---
Blomquist
4/27/2004 2,625 0 0 $11.60 4/27/2011 --- --- --- ---
2/15/2005 3,500 0 0 $6.20 2/15/2012 --- --- --- ---
5/9/2005 57,851 51,762 0 $6.60 5/9/2012 --- --- --- ---
5/17/2005 74,094 66,294 0 $5.40 5/17/2012 --- --- --- ---
6/12/2006 3,125 21,875 0 $3.20 6/12/2013 --- --- --- ---
10/17/2006 1,388 31,912 0 $6.00 10/17/2013 --- --- --- ---

Ronald 3/26/2004 10,000 0 $13.40 3/26/2011
Sartore
4/27/2004 2,917 0 $11.60 4/27/2011
2/15/2005 3,500 --- 0 $6.20 2/15/2012 --- --- --- ---
2/21/2006 3,500 --- 0 $2.70 2/21/2013 --- --- --- ---
9/27/2006 --- 15,000 0 $5.00 9/27/2013 --- --- --- ---
11/13/2006 --- 100,000 0 $4.66 11/13/2013 --- --- --- ---

Brian P. 08/3/2005 4,444 5,556 0 $3.65 8/3/2012
Alleman
4/26/2006 12,500 62,500 0 $3.60 4/26/2013
10/17/2006 279 6,421 0 $6.00 10/17/2013

Option Exercises and Stock Vested

During 2006, none of the named executive officers exercised any vested
stock options.

Potential Payments upon Termination or Change of Control

The tables below reflect the compensation payable to or on behalf of
Messrs. Blomquist and Alleman upon an involuntary termination without cause, or
a change of control. The amounts shown assume that such termination or change of
control was effective as of December 31, 2006, and thus includes amounts earned
through such time. The actual amounts we will be required to disburse can only
be determined at the time of the applicable circumstance. Pursuant to the terms
of his employment agreement, we are not required to provide Mr. Sartore any
additional compensation upon an involuntary termination without cause, or a
change of control.

HAROLD A. BLOMQUIST

Involuntary
Termination Change in
Executive Benefits and Payments without Cause Control
------------------------------- ------------- ---------

Compensation
Cash Severance(1) $487,500 $487,500
Options (unvested & accelerated) $799,070 $799,070
Relocation from Colorado to California $150,000 $150,000
Incentive Compensation $261,383 $261,383
Benefit Plans
Health & Welfare $23,400 $23,400

(1) This amount is equal to 18 months of Mr. Blomquist's annual salary, which
amount is not payable if Mr. Blomquist's employment is terminated for
cause.

BRIAN P. ALLEMAN

Involuntary
Termination Change in
Executive Benefits and Payments without Cause Control
------------------------------- ------------- ---------

Compensation
Cash Severance(1) $84,375 $84,375

(1) This amount is equal to 3 months of Mr. Alleman's annual salary, together
with 3 months of one-half of Mr. Alleman's annual salary, which amount is
not payable if Mr. Alleman's employment is terminated for cause.

Director Compensation

A director who is also an employee of our company receives no additional
compensation for serving on the Board. Annual compensation for non-employee
directors is comprised of cash and equity compensation. Cash compensation
consists of an annual retainer (paid quarterly) and meeting fees. Annual equity
compensation consists of a stock award. Each of these components is described in
more detail below. The total 2006 compensation of our non-employee directors is
shown in the following table:

Change in
Pension Value
Fees and
Earned Nonqualified
or Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($)(1) ($)(2) ($) ($) ($) ($)
------------------------- ---------- ---------- ----------- ----------------- ----------------- ----------------- -----------

Robert Pearson, $14,750 $12,500 $6,045 $0 $0 $0 $33,295
Compensation and
Governance
Committees

Alfred Stein, $14,000 $12,500 $6,045 $0 $0 $0 $32,545
Governance
Committee Chair,
Audit Committee

Robert Keeley, $13,500 $12,500 $6,045 $0 $0 $0 $32,045
Audit Committee
Chair

John Hillyard, $0 $0 $0 $0 $0 $0 $0
Compensation
Committee Chair and
Audit Committee

(1) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2006 fiscal year for the fair value
of shares of restricted stock granted to each independent director in lieu
of payment for their annual stipend from January 1, 2005 through March 31,
2006. For purposes of the restricted stock awards, fair value is calculated
using the closing price of our stock on the date of grant. For additional
information, refer to note 6 of our financial statements in the Form 10-K
for the year ended December 31, 2006, as filed with the SEC. These amounts
reflect our accounting expense for these awards, and do not correspond to
the actual value that may or will be recognized by the directors.

(2) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2006 fiscal year for the fair value
of stock options granted to each independent director. For purposes of the
stock options, the fair value was estimated using the Black-Scholes
valuation model in accordance with SFAS 123R.

The Board believes that compensation for independent directors should be
competitive and should fairly compensate directors for the time and skills
devoted to serving us but should not be so great as to compromise independence.
With the assistance of outside compensation consultants and information, the
Compensation Committee periodically reviews our director compensation practices
and compares them against the practices of public company boards generally.

Beginning March 2004, each director who was not an employee received $1,500
for each meeting of the Board, attended in person and 50% of the in person fee
for telephonic participation and $500 for each meeting of a committee of the
Board. Beginning January 1, 2005, each director of the Board also received a
$10,000 annual stipend; the stipend is paid quarterly.

Through March 31, 2006, the stipend was paid in equivalent shares of common
stock. Upon initial appointment or election to the Board, each newly appointed

or elected member receives options to purchase 15,000 shares of our Common
Stock. Beginning in September 2006, each committee chair received options to
purchase 15,000 shares of our Common Stock. Each member of the Board receives,
within the first month of each calendar year while serving as a member of the
Board, a grant of options to purchase 3,750 shares of our Common Stock. Along
with the above compensation, the Chairman of the Board receives $4,000 per
calendar quarter, as long as the Chairman is not an employee. Directors are also
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with their duties to us.

The Board believes that our total director compensation package is
competitive with the compensation offered by other companies and is fair and
appropriate in light of the responsibilities and obligations of our independent
directors.

Compensation Committee Interlocks and Insider Participation

During 2006, the Compensation Committee consisted of Messrs. Sartore,
Pearson, and Blomquist. In October 2006, Messrs. Sartore and Blomquist resigned
from the Compensation Committee and Messrs. Hillyard and Stein were both
nominated to join Mr. Pearson on the Compensation Committee. Mr. Hillyard was
appointed Chairman of the Compensation Committee. Mr. Blomquist is our Chief
Executive Officer and President, a position he has held throughout all of 2006.
Mr. Sartore served as a consultant to Simtek from May 23, 2006 until November 3,
2006. He became an employee and executive officer of Simtek on November 13,
2006.

On May 26, 2006, we issued to certain affiliates managed by RENN Capital
Group, for which Mr. Pearson serves as Senior Vice President, warrants to
purchase 25,000 shares of our common stock at $3.30 per share with an exercise
period of 5 years. We issued 5,000 of these warrants in consideration for a
waiver letter from the RENN Capital Group affiliates and the remaining 20,000
warrants were issued in consideration for the affiliates managed by RENN Capital
Group entering into a subordination agreement with Wells Fargo on our behalf.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

The table below sets forth information regarding ownership of our common
stock as of April 25, 2007 by each person who is known by us to beneficially own
more than five percent of our common stock, by each director, by each current or
former executive officer named in the summary compensation table, and by all
directors and current executive officers as a group. Shares issuable within
sixty days after April 25, 2007 upon the exercise of options, warrants or
debentures are deemed outstanding for the purpose of computing the percentage
ownership of persons beneficially owning such options, warrants or debentures
but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.

Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership Class
-----------------------------------------------------------------------------------------

Robert H. Keeley 36,501 (1) *
P. O. Box 240
Hillside, CO 81232

Harold A. Blomquist 304,228 (2) 1.85%
3935 Serenity Place
Colorado Springs, CO 80908

Robert Pearson 14,501 (3) *
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75203

Ronald Sartore 44,293 (4) *
14445 Cypress Point
Poway, CA 92064

Alfred Stein 96,623 (5) *
410 Old Oak Court
Los Altos, CA 94022

Mr. John Hillyard 40,000 (6) *
2685 Heathrow Drive
Colorado Springs, CO 80920

Brian Alleman 73,246 (7) *
12861 Serenity Park
Colorado Springs, CO 80907

Renaissance Capital Growth & Income Fund III, Inc. 1,109,097 (8) 6.64%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75203

Renaissance US Growth Investment Trust PLC 1,107,940 (9) 6.64%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75203

US Special Opportunities Trust PLC. 1,007,176 (10) 6.03%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75203

SF Capital Partners, Ltd 1,068,965 (11) 6.58%
3600 South Lake Drive
St. Francis, WI 53235

Cypress Semiconductor Corporation 3,179,644 (12) 16.97%
3901 N. First Street
San Jose, CA 95134

Crestview Capital Master LLC 2,677,113 (13) 16.47%
95 Revere Drive, Suite A
Northbrook, IL 60062

Big Bend XXVII Investments, L.P. 1,553,956 (14) 9.57%
3401 Armstrong Avenue
Dallas, TX 75205-4100

Toibb Investment LLC 1,125,000 6.93%
6355 Topanga Canyon Blvd., Suite 335
Los Angeles, CA 91367

All current executive officers and directors 609,392 (15) 3.65%
as a group (7 persons)

* Less than one percent.

(1) Includes 1,000 shares of our common stock held by Mr. Keeley's wife, Sandra
D. Keeley. Mr. Keeley disclaims beneficial ownership of these shares.
Includes 30,625 shares issuable upon exercise of options.

(2) Includes 2,320 shares of our common stock that Mr. Blomquist's children
personally own and includes 199.037 shares issuable upon exercise of
options.

(3) Includes 11,125 shares issuable upon exercise of options.

(4) Includes 34,917 shares issuable upon exercise of options.

(5) Includes 34,917 shares issuable upon exercise of options.

(6) Includes 40,000 shares issuable upon exercise of options.

(7) Includes 29,103 shares issuable upon exercise of options. Assumes exercise
of warrants held by Mr. Alleman for 4,747 shares of our common stock.

(8) Assumes conversion, at a conversion price of $2.20 per share, of debentures
issued to Renaissance Capital Growth & Income Fund III, Inc. for 409,091
shares of our common stock. Assumes exercise of warrants held by
Renaissance Capital Growth & Income Fund III, Inc. for 59,244 shares of our
common stock.

(9) Assumes conversion, at a conversion price of $2.20 per share, of debentures
issued to Renaissance US Growth Investment Trust PLC for 409,091 shares of
our common stock. Assumes exercise of warrants held by Renaissance US
Growth Investment Trust PLC for 59,244 shares of our common stock.

(10) Assumes conversion, at a conversion price of $2.20 per share, of debentures
issued to US Special Opportunities Trust PLC for 409,091 shares of our
common stock. Assumes exercise of warrants held by US Special Opportunities
Trust PLC for 58,480 shares of our common stock.

(11) Assumes exercise of warrants held by SF Capital for 7,595 shares of our
common stock.

(12) Assumes exercise of warrants held by Cypress for 2,505,562 shares of our
common stock.

(13) Assumes exercise of warrants held by Crestview Capital Master LLC for
32,279 shares of our common stock.

(14) Assumes exercise of warrants held by Big Bend XXVII Investments, L.P for
15,190 shares of our common stock.

(15) Includes 379,724 shares issuable upon exercise of options. Assumes the
exercise of warrants for 12,343 shares of our common stock. Includes 1,000
shares of our common stock held by Mr. Keeley's wife, Sandra D. Keeley,
with respect to which Mr. Keeley disclaims beneficial ownership. Includes
2,320 shares of our common stock that Mr. Blomquist's children personally
own. Does not include the 1,970,398 shares beneficially owned by
Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth
Investment Trust PLC, US Special Opportunities Trust PLC and Premier RENN
US Emerging Growth Fund Ltd.. RENN Capital Group is agent for these four
investment funds. Mr. Robert Pearson is a Senior Vice President of RENN
Capital Group. Mr. Pearson also holds the position of a director on
Simtek's board of directors.

Securities Authorized For Issuance Under Equity Compensation Plans

The information concerning securities authorized for issuance under equity
compensation plans is included in Item 5 "Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities" of this
Form 10-K under the caption "Equity Compensation Plan Information".

Item 13. Certain Relationships and Related Transactions and Director
Independence.

Transactions with Related Persons

On September 21, 2006, we completed a private placement whereby the
participants were issued common stock at a per share price of $3.95 and warrants
to purchase our common stock at a per share exercise price of $5.40 and a five
year term. The affiliates managed by the RENN Capital Group invested a combined
total of $2,000,000 and received a combined total of 506,332 shares of our
common stock and 75,952 warrants. One of our directors, Mr. Stein, invested
$200,000 and received 50,633 shares of our common stock and 7,595 warrants
(which securities are held by his family trust and family partnership), and two
members of his family invested an aggregate of $150,000 and received 37,976
shares of our common stock and 5,696 warrants. Our chief financial officer,
Brian Alleman, invested $125,000 and received 31,646 shares of our common stock
and 4,747 warrants.

Director Independence

The Board of Directors consults with the Company's counsel to ensure that
its determinations are consistent with relevant securities and other laws and
regulations regarding the definition of "independent," including those set forth
in pertinent listing standards of the Nasdaq Stock Market, as in effect time to
time. Consistent with these considerations, after review of all relevant
transactions or relationships between each director, or any of his or her family
members, and the Company, its senior management and its independent auditor, the
Board of Directors has affirmatively determined that Dr. Keeley and Messrs.
Hillyard, Pearson and Stein are independent directors within the meaning of the
applicable Nasdaq Stock Market listing standards.

The Board of Directors reviews the Nasdaq Stock market listing standards
definition of independence for Audit Committee members and has determined that
all the members of the audit committee(Dr. Keeley and Messrs. Hillyard and
Stein) are independent (as independence is currently defined in Rule
4350(d)(2)(A)(i) and (ii) of the Nasdaq listing standards).

Item 14. Principal Accountant Fees and Services.

Hein & Associates LLP served as the Company's principal accountants for the
fiscal year ended December 31, 2006, and the board has selected Hein &
Associates LLP as Simtek's principal accountants for the 2007 fiscal year.

Audit Fees

Simtek was billed an aggregate of approximately $206,340 and approximately
$101,014 in fees for professional services rendered during the fiscal years
ended December 31, 2006 and December 31, 2005, respectively, in connection with
the audit of Simtek's consolidated financial statements for such fiscal years
and the reviews of the financial statements included in Simtek's Forms 10-Q for
such fiscal years and statutory and regulatory filings or engagements for such
years.

Audit-Related Fees

Simtek was billed $25,206 and $11,846 for assurance and related services by
Hein & Associates LLP during the fiscal years ended December 31, 2006 and
December 31, 2005, respectively.

Tax Fees

Simtek was billed an aggregate of $14,500 and $12,100 in fees for
professional services rendered during the fiscal year ended December 31, 2006
and December 31, 2005, respectively, for tax compliance and tax advice. The
nature of the tax services comprising such fees was in connection with tax
compliance (including U.S. federal and state returns) and tax consulting.

All Other Fees

Hein & Associates LLP did not bill the Company for any other services
rendered to Simtek for the fiscal years ended December 31, 2006 and December 31,
2005.

Pre-Approval Policies and Procedures

All audit and audit-related services, tax services and other services were
pre-approved by the audit committee of our board of directors. The audit
committee's pre-approval policy provides for pre-approval of all audit,
audit-related, tax and all other services provided by Hein & Associates LLP. The
audit committee concluded that such services by Hein & Associates LLP were
compatible with the maintenance of that firm's independence in the conduct of
its auditing functions.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual
Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized, on April 30, 2007.

SIMTEK CORPORATION

By: /s/Harold Blomquist
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Harold Blomquist
Chief Executive Officer and President