Edgar Filing: SIMTEK CORP

As filed with the Securities and Exchange Commission on May 31, 2007

Registration 333-138097
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

Delaware 3674 84-1057605
State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)

4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(719) 531-9444
(Address, including zip code, and telephone number,
including area code, of Principal Executive Offices)
----------
Harold Blomquist
Chief Executive Officer and President
Simtek Corporation
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(719) 531-9444
(Name, address, including zip code and telephone
number, including area code, of agent for service)

Copies to:
Hendrik F. Jordaan, Esq.
Garth B. Jensen, Esq.
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, Colorado 80203
(303) 861-7000

Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If] any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [ ]

If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]

---------------------------------

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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Explanatory Note

This Post-Effective Amendment No. 1 on Form S-3 contains an updated
prospectus relating to the offering and sale by the selling securityholders of
shares of common stock currently issued and outstanding and shares that are
issuable upon exercise of outstanding stock purchase warrants, all of which
common stock was registered on the Registration Statement on Form S-1 (File No.
333-138097) initially declared effective by the Securities and Exchange
Commission on January 16, 2007. This Post-Effective Amendment No. 1 on Form S-3
is being filed to convert such Registration Statement on Form S-1 into a
Registration Statement on Form S-3. All filing fees payable in connection with
the registration of these securities were previously paid in connection with the
filing of the original registration statement.

The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities nor does it seek an offer to
buy these securities in any jurisdiction where the offer or sale is not
permitted.

PROSPECTUS (SUBJECT TO COMPLETION) DATED MAY 31, 2007

2,351,155 Shares

SIMTEK CORPORATION

Common stock

This prospectus is being used to register 2,351,155 shares of Simtek
Corporation's common stock being offered by the selling security holders, which
include certain of our current officers and directors. Of the shares offered by
this prospectus 1,153,171 shares are currently issued and outstanding and
1,197,984 shares are issuable upon exercise of outstanding stock purchase
warrants with exercise prices ranging from $3.30 to $7.50 per share.

The selling security holders may from time to time offer and sell the
shares offered under this prospectus in a number of different ways and at
varying prices. We provide more information about how the selling security
holders may sell the shares in the section entitled "Plan of Distribution"
beginning on page 18. The selling security holders will receive all of the
proceeds from the sale of the shares. The selling security holders will pay all
underwriting discounts and selling commissions, if any, applicable to the sale
of the shares. We will not receive any proceeds from the sale of the shares,
although we will receive the exercise price payable to us upon the exercise of
the stock purchase warrants.

Our common stock is listed on The NASDAQ Capital Market under the symbol
"SMTK". On May 30, 2007, the closing sale price of our common stock was $5.46
per share.

See "Risk Factors" beginning on page 4 to read about factors you should
consider before buying our stock.

Neither the Securities and Exchange Commission nor state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is May 31, 2007.

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TABLE OF CONTENTS

Summary.......................................................................3

Risk Factors..................................................................4

Special Note Regarding Forward-Looking Statements..............................8

Use of Proceeds................................................................9

Selling Security Holders......................................................10

Description of Securities.....................................................15

Plan of Distribution..........................................................17

Legal Matters.................................................................18

Experts......................................................................18

Available Information.........................................................18

SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND THE
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. THIS SUMMARY DOES NOT
CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. PLEASE CAREFULLY
READ THE ENTIRE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE.

Our Company

Simtek Corporation is a fabless semiconductor company that designs and
markets high-speed non-volatile semiconductor memory products for use in a
variety of systems including RAID servers, storage arrays, GPS navigational
systems, industrial controllers, robotics, copiers, avionics, metering, and
networking and broadcast equipment. The company is headquartered in Colorado
Springs, Colorado, and was founded in 1987. In addition, Simtek has design and
sales offices in San Diego, California, and Dresden, Germany.

Our principal executive office is located at 4250 Buckingham Dr. #100;
Colorado Springs, Colorado 80907. Our telephone number is 719-531-9444.

The Offering

This offering relates to a total of 2,351,155 shares of our common stock
that may be resold by the selling security holders. Of the shares offered by
this prospectus 1,153,171 shares are currently issued and outstanding and
1,197,984 shares are issuable upon exercise of outstanding stock purchase
warrants with exercise prices ranging from $3.30 to $7.50 per share. The shares
offered include 103,356 shares held by (or issuable to) various of our officers
and 58,230 shares held by (or issuable to) affiliates of one of our directors.
See "Selling Security Holders."

We will receive no proceeds from this offering.

RISK FACTORS

YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS THE
OTHER INFORMATION IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE
BEFORE BUYING OUR SHARES. THE SEMICONDUCTOR INDUSTRY IS CHANGING RAPIDLY.
THEREFORE, THE FORWARD-LOOKING STATEMENTS AND STATEMENTS OF EXPECTATIONS, PLANS
AND INTENT IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE ARE
SUBJECT TO A GREATER DEGREE OF RISK THAN SIMILAR STATEMENTS REGARDING SOME OTHER
INDUSTRIES.

OUR LIMITED OPERATING CAPITAL AND OUR ABILITY TO RAISE ADDITIONAL MONEY MAY HARM
OUR ABILITY TO DEVELOP AND MARKET OUR PRODUCTS AS WELL AS SUPPORT FUTURE REVENUE
GROWTH

To date, we have required significant capital for product development,
subcontracted production and marketing. We have funded these from the sale of
products, the sale of product and technology licenses and from royalties as well
as from the sale of our convertible debt and equity securities.

In recent months, we have experienced significant revenue growth. In order
to support that growth, we must order more silicon wafers than we have
historically. The cash required for inventory purchases, including silicon
wafers, has been greater than the cash generated from sales. Therefore, our cash
requirements have been difficult to maintain. We may need more capital in the
future to develop new products and support higher revenue. We cannot guarantee
that we will be able to raise more capital on reasonable terms, if at all. If we
cannot, then we may not be able to purchase adequate amounts of inventory to
support revenue growth or to develop and market new products, causing our
financial position and stock price to deteriorate.

WE HAVE A HISTORY OF OPERATING LOSSES

We began business in 1987. Through March 31, 2006, we had accumulated
losses of approximately $48.7 million. Since July 1, 2000 and through September
30, 2006, we realized net losses. While we posted a net profit for the fourth
quarter of 2006 and an ex-item profit for the first quarter of 2007, we may
experience net operating losses in the future, which could increase our need for
additional capital in the future, and hurt our stock price.

WE MIGHT NOT BE ABLE TO RE-GAIN COMPLIANCE WITH CERTAIN COVENANTS SET FORTH IN
OUR LOAN AGREEMENT WITH THE RENN CAPITAL GROUP; IF WE ARE UNABLE TO DO SO, THE
RENN CAPITAL GROUP COULD ACCELERATE THE $2.1 MILLION DEBENTURE AND FORECLOSE ON
THE COLLATERAL THAT WE GRANTED TO IT

Our loan agreement with Renaissance Capital Growth and Income Fund III,
Inc., Renaissance US Growth Investment Trust PLC and US Special Opportunities
Trust PLC, or the RENN Capital Group, formerly Renaissance Capital Group, Inc.,
contains various financial covenants. As of March 31, 2007, we were not in
compliance with one of the covenants set forth in the loan agreement, which
relates to the interest coverage ratio. On May 4, 2007, the Company received a
waiver from complying with this covenant through April 1, 2008. However,
significant variances in future actual operations from our current estimates
could result in the reclassification of this note to a current liability. If the
note becomes due and we cannot pay it, RENN Capital Group may foreclose on the
assets that we pledged as security for the note. This would significantly harm
our business.

IF WE CANNOT RECEIVE SILICON WAFERS WE REQUIRE TO MANUFACTURE OUR PRODUCTS FROM
OUR VENDORS AT THE VOLUMES OR THE PRICES WE REQUIRE, OUR REVENUES, EARNINGS AND
STOCK PRICE COULD SUFFER

We currently purchase the silicon wafers we require to build our
non-volatile memory products from two vendors, Chartered Semiconductor
Manufacturing Plc. of Singapore, and Dongbu in Korea. Due to the volatility of
the semiconductor market, we have limited control over the pricing and
availability of the wafers we require in order to build our products. The risk
of not receiving the products and pricing we need to achieve our revenue
objectives has escalated. If we are unable to obtain the products and pricing we
need from these vendors, our business could suffer.

THE UNCERTAINTY INVOLVED IN MANUFACTURING SEMICONDUCTORS MAY INCREASE THE COSTS
AND DECREASE THE PRODUCTION OF OUR PRODUCTS

In order for us to be profitable, we must drive our manufacturing costs
down and secure the production of sufficient product. Semiconductor
manufacturing depends on many factors that are complex and beyond our control
and often beyond the control of our subcontractors. These factors include
contaminants in the manufacturing environment, impurities in the raw materials
used and equipment malfunctions. Under our arrangements with our subcontractors,
our subcontractors pass on to us substantially all of their costs that are
unique to the manufacture of our products. Accordingly, these factors could
increase the cost of manufacturing our products and decrease our profits. These
factors could also reduce the number of semiconductor memories that our
subcontractors are able to make in a production run. If our subcontractors
produce fewer of our products, our revenues may decline.

DELAYS IN MANUFACTURING MAY NEGATIVELY IMPACT OUR REVENUE AND NET INCOME

It takes approximately four months for our subcontractors to manufacture
our semiconductor products. Any delays in receiving silicon wafers or completed
products from our subcontractors will delay our ability to deliver our products
to customers. This would delay sales revenue and could cause our customers to
cancel existing orders or not place future orders. These delays could occur at
any time and would adversely affect our net income.

DELAYS IN OR FAILURE OF PRODUCT QUALIFICATION MAY HARM OUR BUSINESS

Prior to selling a product, we must establish that it meets expected
performance and reliability standards. As part of this testing process, known as
product qualification, we subject representative samples of products to a
variety of tests to ensure that performance is in accordance with commercial,
industrial and military specifications, as applicable. If we are unable to
successfully accomplish product qualification for our future products, we will
be unable to sell these future products.

OUR SUCCESS DEPENDS ON OUR ABILITY TO INTRODUCE NEW PRODUCTS

The semiconductor industry is characterized by rapid changes in technology
and product obsolescence. Our success in the semiconductor industry depends in
part upon our ability to expand our existing product families and to develop and
market new products. The technology we currently use may be made obsolete by
other competing or newly developed memory or other technologies. The development
of new semiconductor designs and technologies typically requires substantial
costs for research and development. Even if we are able to develop new products,
the success of each new product depends on several factors including whether we
selected the proper product and our ability to introduce it at the right time,
whether the product is able to achieve acceptable production yields and whether
the market accepts the new product. We cannot guarantee that we will be
successful in developing new products or whether any products that we do develop
will satisfy the above factors.

THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY MAY PREVENT US FROM MAINTAINING A
CONSISTENT REVENUE STREAM AND MAY HARM OUR STOCK PRICE

The semiconductor industry has historically experienced significant peaks
and valleys in sales volumes resulting in large variations of revenues and
resulting profits or losses. We do not have direct influence on the nature of
the broad semiconductor market. Variations in the revenues and profits within
the semiconductor industry may cause us to incur significant losses in the
future. If the stock prices of many semiconductor companies decrease, our stock
price may also suffer.

IF WE FAIL TO COMPLETE OUR AGREEMENT OR IF WE FAIL TO SUCCESSFULLY IMPLEMENT
PRODUCTS WITH CYPRESS SEMICONDUCTOR, OUR LIQUIDITY AND REVENUES MAY SUFFER

On May 5, 2005, we closed a production and development agreement with
Cypress Semiconductor Corporation to jointly develop an "S8" 0.13-micron
silicon-oxide-nitride-oxide-silicon (SONOS) nonvolatile memory production
process. The production and development agreement also calls for Cypress to

produce one or more Simtek products, as designated by Simtek, using the S8
process. We cannot assure you that we will be able to successfully develop and
bring to qualified volume production products based on the S8 process or that
Cypress will be able to develop embedded products contemplated to be developed
using Simtek's intellectual property. If the development of the S8 process is
delayed or fails, or if Cypress is unable to meet our production requirements,
we might not be able to meet potential future orders planned to be received from
our customers. This could significantly harm our revenue and future growth
potential. We also entered into an escrow agreement pursuant to which we
deposited $3 million into an escrow account in order to support and make certain
payments for the S8 process and product developments. If we fail to complete the
development and production agreement, we might forfeit our rights to the escrow
amount.

CERTAIN OF OUR REGISTRATION RIGHTS AGREEMENTS PROVIDE FOR PENALTIES IF WE FAIL
TO FOLLOW CERTAIN PROCEDURES OR MAINTAIN AN EFFECTIVE REGISTRATION RELATED TO
THE SHARES PURCHASED BY SUCH INVESTORS

The Registration Rights Agreement entered into as part of the December 30,
2005 Securities Purchase Agreement amounting to $11,000,000 contained a cash
penalty provision if certain procedures are not followed or an effective
Registration Statement is not maintained for the shares purchased by investors
in such transaction. The cash penalties are 2% of the proceeds for each month
that a breach occurs. We cannot assure you that we will be able to maintain such
effective Registration Statement.

The Registration Rights Agreement entered into as part of the September 21,
2006 Securities Purchase Agreement amounting to $4,555,000 contained a provision
whereby the investors therein would receive certain amounts of penalty shares if
certain procedures are not followed or an effective Registration Statement is
not maintained for the shares purchased by the investors. The penalties are 2%
of the shares purchased for each month that a breach occurs. We cannot assure
you that we will be able to follow the required procedures or obtain or maintain
such effective Registration Statement.

THE INTENSE COMPETITION IN THE SEMICONDUCTOR INDUSTRY MAY CAUSE US TO LOSE SALES
REVENUE TO OTHER SUPPLIERS

There is intense competition in the semiconductor industry. We experience
competition from a number of domestic and foreign companies, most of which have
significantly greater financial, technical, manufacturing and marketing
resources than we have. Our competitors include major corporations with
worldwide silicon wafer fabrication facilities and circuit production facilities
and diverse, established product lines. If any of our new products achieve
market acceptance, other companies may sell competitive products at prices below
ours. This would have an adverse effect on our revenue and operating results.

THE LOSS OF KEY EMPLOYEES COULD MATERIALLY AFFECT OUR FINANCIAL RESULTS

Our success depends in large part on our ability to attract and retain
qualified technical and management personnel. There are limited personnel
trained in the semiconductor industry resulting in intense competition for these
personnel. If we lose any of our key personnel, this could have a material
adverse affect on our ability to conduct our business and on our financial
results.

OUR PATENTS MAY NOT PROVIDE US EFFECTIVE INTELLECTUAL PROPERTY PROTECTION; THIS
COULD HARM OUR BUSINESS

We own 15 U.S. patents and one German patent. We have also applied inside
and outside the United States for patents on our technology. We are not sure
that any of the patents for which we have applied will be issued or, even if
they are issued, that they will provide us with desired protection from
competition. We may also not have the money required to maintain or enforce our
patent rights. Notwithstanding our patents, other companies may obtain patents
directed to alternate or comparable technologies.

Portions of our intellectual property are retained as trade secrets. Unlike
patents, trade secrets must remain confidential in order to retain protection as
proprietary intellectual property. We cannot assure you that our trade secrets
will remain confidential. If we lose trade secret protection, our business could
suffer.

IF OUR PRODUCTS AND TECHNOLOGY INFRINGE ON THIRD PARTY PATENTS, OUR PRODUCT
SALES OR GROSS MARGINS MAY SUFFER

We have not determined whether our products are free from infringement of
others' patents. If patent infringement claims are asserted against us and are
upheld, we would try to modify our products so that they are non-infringing. If
we are unable to do so, we will have to obtain a license to sell those products
or stop selling the products for which the claims are asserted. We may not be
able to obtain the required licenses. Any successful infringement claim against
us, our failure to obtain any required license or requirement for us to stop
selling any of our products, may force us to discontinue production and shipment
of these products. This could result in reduced product sales and harm our
revenues.

In 1998, we received notice of a claim for an unspecified amount from a
foundation that owns approximately 180 patents and 70 pending applications. The
foundation claimed that some of the machines and processes used in the building
of our semiconductor devices infringe on the foundation's patents. In April
1999, we reached an agreement with the foundation for us to purchase a
nonexclusive license of the foundation's patents, based on our product offerings
and sales forecast at that time. If our products or actual sales revenue vary
significantly from the time of the agreement, we may be subject to additional
payments.

In late 2002, we received notice of possible patent infringement from a
corporation that has acquired a portfolio of patents. We have reviewed the claim
and believe there are no potential infringements. We have received no further
notification from this corporation. While there can be no assurances, if there
are any infringements, we believe we would be able to enter into a licensing
agreement with such company without any material impact on us.

FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS MAY INCREASE OUR COSTS, LOWER OUR
REVENUES AND CAUSE LOSS OF CUSTOMERS TO OUR COMPETITORS

We purchase materials, including silicon wafers, from outside the United
States. Sales to customers located outside of the United States for the years
ended December 31, 2006, 2005 and 2004 were 73%, 74% and 71%, respectively. We
operate using United States dollars as the functional currency. Changes in
foreign currency exchange rates can reduce our revenues and increase our costs.
For example, our subcontractors may increase the prices they charge us, on a per
purchase order basis, for silicon wafers if the United States dollar weakens.
Any large exchange rate fluctuation could affect our ability to compete with
manufacturers who operate using foreign currencies. We do not try to reduce our
exposure to these exchange rate risks by using hedging transactions. Although we
have not had any material losses due to exchange rate fluctuations over the last
three years, we cannot assure you that we will not incur significant losses in
the future.

IF WE ISSUE SECURITIES AT LOW PRICES IN THE FUTURE, SOME OF OUR SECURITY HOLDERS
MAY BE ENTITLED TO ACQUIRE MORE OF OUR SECURITIES, WHICH MAY DILUTE AND HARM THE
HOLDERS OF OUR COMMON STOCK

We may be obligated under agreements with certain of our security holders
to issue to them additional securities in exchange for little or no
consideration if we sell our securities in the future at or below certain
prices. The issuance of such securities could dilute and harm the holders of our
common stock.

BECAUSE WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, YOUR
INVESTMENT RETURN MAY BE LIMITED

We have never paid cash dividends on our common stock. We do not expect to
pay dividends in the foreseeable future. We intend to use any earnings to
finance growth. You should not expect to receive dividends on your shares of
common stock.

IF OUR BOARD OF DIRECTORS AUTHORIZES THE ISSUANCE OF PREFERRED STOCK, HOLDERS OF
OUR COMMON STOCK COULD BE DILUTED AND HARMED

Our board of directors has the authority to issue up to 200,000 shares of
preferred stock in one or more series and to establish the preferred stock's
voting powers, preferences and other rights and qualifications without any
further vote or action by the shareholders. The issuance of preferred stock by

our board of directors could dilute and harm the rights of the holders of our
common stock. It could potentially be used to discourage attempts by others to
obtain control of us through merger, tender offer, proxy contest or otherwise by
making such attempts more difficult to achieve or more costly. Given our present
capital requirements, it is possible that we could raise capital through the
sale of preferred stock in the future.

OUR CERTIFICATE OF INCORPORATION AND DELAWARE LAW MAY OPERATE AS ANTI-TAKEOVER
PROTECTIONS AND THUS MAY DISCOURAGE TAKEOVER ATTEMPTS AND/OR DEPRESS THE MARKET
PRICE OF OUR COMMON STOCK

We have opted to be governed, in our Delaware certificate of incorporation,
by Section 203 of the Delaware General Corporation Law, which provides for a
three-year moratorium on certain business combination transactions with
"interested stockholders" (generally, persons who beneficially own 15% or more
of the corporation's outstanding voting stock). Although we believe that Section
203 will encourage any potential acquirer to negotiate with our board of
directors, Section 203 also might have the effect of limiting the ability of a
potential acquirer to make a two-tiered bid for the company in which all
stockholders would not be treated equally. In addition, Section 203 gives the
board the power to reject a proposed business combination in certain
circumstances, even though a potential acquirer may be offering a substantial
premium for our common stock over the then-current market price. Section 203
would also discourage certain potential acquirers who are unwilling to comply
with its provisions.

Because a proposed amendment to our certificate of incorporation may not be
submitted to a vote of shareholders without the approval of the board of
directors, amending or removing any provisions in our certificate of
incorporation that have anti-takeover effects requires the consent of the board
of directors, which in turn may have anti-takeover effects.

STANDARDS FOR COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002 ARE
UNCERTAIN, AND IF WE FAIL TO COMPLY IN A TIMELY MANNER, OUR BUSINESS COULD BE
HARMED AND OUR STOCK PRICE WOULD DECLINE.

Rules adopted by the Securities and Exchange Commission pursuant to Section
404 of the Sarbanes-Oxley Act require annual assessment of our internal control
over financial reporting, and attestation of our assessment by our independent
auditors. This requirement may apply to our Annual Report on Form 10-K for the
fiscal year ending December 31, 2007. The standards that must be met for
management to assess the internal control over financial reporting as effective
are new and complex, and require significant documentation, testing and possible
remediation to meet the detailed standards. We may encounter problems or delays
in completing activities necessary to make an assessment of our internal control
over financial reporting. In addition, the attestation process by our
independent auditors is new and we may encounter problems or delays in
completing the implementation of any requested improvements or remediation and
receiving an attestation of our assessment by our independent auditors. We can
provide no assurance as to our, or our independent auditors', conclusions at
December 31, 2007, with respect to the effectiveness of our internal control
over financial reporting. The above factors creates a risk that we, or our
independent auditors, will not be able to conclude at December 31, 2007 that our
internal controls over financial reporting are effective as required by the
Sarbanes-Oxley Act. If we cannot assess our internal control over financial
reporting as effective, or if our independent auditors are unable to provide an
unqualified attestation report on such assessment, investors could lose
confidence in our reported financial information and the trading price of our
stock could drop.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains some "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995 and information relating to
us that are based on the beliefs of our management, as well as assumptions made
by and the information currently available to our management. When used in this
prospectus, the words "estimate," "project," "believe," "anticipate," "intend,"
"expect" and similar expressions are intended to identify forward-looking
statements. These statements reflect our current views with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in these forward-looking
statements, including those risks discussed in this prospectus.

You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus. Except for
special circumstances in which a duty to update arises when prior disclosure
becomes materially misleading in light of subsequent circumstances, we do not
intend to update any of these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.

USE OF PROCEEDS

This prospectus covers 2,351,155 shares. All of these shares are being
offered by the selling security holders, which include some of our officers and
affiliates of one of our directors. We will not receive any proceeds from the
sale of the shares.

Selling Security Holders

Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. Under these rules, a
person is deemed to beneficially own a security if that person has or shares
voting power or investment power with respect to that security, or has the right
to acquire beneficial ownership of that security within 60 days, including
through the exercise of any option, warrant or other right or the conversion of
any other security. Percentage of beneficial ownership of common stock prior to
and after the offering is based on 16,501,906 shares of common stock outstanding
as of May 14, 2007. Securities that are exercisable or convertible into shares
of our common stock within 60 days of the date of this prospectus are deemed
outstanding for computing the percentage of the person or entity holding such
securities but are not deemed outstanding for computing the percentage of any
other person or entity.

The following table sets forth information about the selling security
holders who are selling shares of our common stock pursuant to this prospectus.
Information about the natural persons who beneficially own our securities held
by the entities listed in the table below has been provided to us by these
entities.

Number of
Shares Number of Percentage
Beneficially Number of Shares of Class
Owned Before Shares Following the Following the
Name and Address of Selling Security Holders Offering Offered Offering (1) Offering (1)
-------------------------------------------- ------------ --------- ------------ ------------

Cypress Semiconductor Corporation (2) 3,179,644 1,000,000 2,179,644 12.10%
3901 North First Street
San Jose, CA 95134-1599

Crestview Capital Master LLC (3) 2,687,463 247,469 2,439,994 14.79%
95 Revere Drive, Suite A
Northbrook, IL 60062

Big Bend XXVII Investments, L.P. (4) 1,553,956 116,456 1,437,500 8.71%
3401 Armstrong Avenue
Dallas, TX 75205-4100

SF Capital Partners Ltd. (5) 1,068,965 58,228 1,010,737 6.12%
c/o Stark Offshore Management, LLC
3600 South Lake Drive
St. Francis, WI 53235

Renaissance Capital Growth & Income Fund III, Inc. (6) 1,109,097 154,160 954,937 5.67%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75206

Renaissance US Growth Investment Trust PLC (7) 1,107,940 154,160 953,780 5.66%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75206

US Special Opportunities Trust PLC (8) 1,007,176 153,396 853,780 5.07%
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75206

Premier RENN US Emerging Growth Fund Ltd. (9) 145,571 145,571 0 *
c/o RENN Capital Group
8080 N. Central Expressway, Suite 210-LB59
Dallas, TX 75206

Straus GEPT Partners, LP (10) 102,595 58,228 44,367 *
605 Third Avenue
New York, NY 10158

Steven Hayes 96,005 (11) 58,228 37,777 *
1 Cove View Road
Cape Elizabeth, ME 04107

Straus Partners, LP (10) 87,595 58,228 29,367 *
605 Third Avenue
New York, NY 10158

Brian Alleman 75,226 (12) 36,393 38,833 *
12861 Serenity Park Dr.
Colorado Springs, CO 80921

The A.J. Stein Family Trust (13) 32,591 29,115 3,476 *
410 Old Oak Court
Los Angeles, CA 94022

The A.J. Stein Family Partnership (14) 29,115 29,115 0 *
410 Old Oak Court
Los Angeles, CA 94022

Brian Stein 29,115 29,115 0 *
1865 Doris Drive
Menlo Park, CA 94025

RBC Dain Rauscher fbo Chris McComb IRA (15) 34,007 (16) 8,735 25,272 *
c/o John C. McComb
3620 Compass Point
Colorado Springs, CO 80906

Toni Stein 14,558 14,558 0 *
6233 E. Indian Bend Road
Paradise Valley, AZ 85253

* Less than 1%

(1) For some of the selling security holders, we have registered, under a
separate registration statement, some or all of the shares included in the
columns entitled, "Number of Shares Following the Offering" and "Percentage of
Class Following the Offering."

(2) Cypress Semiconductor Corporation is a publicly traded company listed on the
New York Stock Exchange; no one natural person owns more than 5% of Cypress'
common stock.

(3) Crestview Capital Partners, LLC ("Crestview Partners") serves as the
investment manager or general partner of Crestview Capital Master, LLC
("Crestview"), and as such has been granted investment discretion over
investments including the common stock owned by Crestview. As a result of its
role as investment manager to Crestview, Crestview Partners may be deemed to be
the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, of Common Stock held by Crestview. However, Crestview Partners does not
(except indirectly as the general partner of Crestview) have the right to
receive any dividends from, or the proceeds from the sale of, the Common Stock
held by Crestview and disclaims any ownership associated with such rights.
Currently, Stewart Flink, Robert Hoyt and Daniel Warsh, in their capacity as
managers of Crestview Partners, have delegated authority regarding the portfolio
management decisions of Crestview Partners with respect to the Common Stock
owned by Crestview. None of such persons has any legal right to maintain such
delegated authority. As a result of such delegated authority, Messrs. Flink,
Hoyt and Warsh may be deemed to be the beneficial owners of Common Stock held by
Crestview. However, neither of Messrs. Flink, Hoyt and Warsh has any right to
receive any dividends from, or the proceeds from the sale of, the Common Stock
held by Crestview and disclaim beneficial ownership of such shares of Common
Stock.

(4) The limited partners of Big Bend XXVII Investments, L.P. are Mr. Morton H.
Meyerson and Marti H. Meyerson EDS Trust, each of which controls 49.5% of Big
Bend XXVII Investments, L.P. The general partner of Big Bend XXVII Investments,
L.P. is 2M Companies, Inc., which is controlled by Mr. Morton H. Meyerson.

(5) Michael A. Roth and Brian J. Stark exercise voting and investment authority
over all of the shares beneficially owned by SF Capital Partners Ltd., but
disclaim beneficial ownership of such shares.

(6) Renaissance Capital Growth & Income Fund III, Inc. is the beneficial owner
of the shares indicated. RENN Capital Group, Inc. is the investment adviser to
Renaissance Capital Growth & Income Fund III, Inc. and has shared voting power
and dispositive power over the shares. Russell Cleveland is President of RENN
Capital Group, Inc.

(7) Renaissance US Growth Investment Trust PLC is the beneficial owner of the
shares indicated. RENN Capital Group, Inc. is the investment adviser to
Renaissance US Growth Investment Trust PLC and has shared voting power and
dispositive power over the shares. Russell Cleveland is President of RENN
Capital Group, Inc.

(8) US Special Opportunities Trust PLC is the beneficial owner of the shares
indicated. RENN Capital Group, Inc. is the investment adviser to US Special
Opportunities Trust PLC and has shared voting power and dispositive power over
the shares. Russell Cleveland is President of RENN Capital Group, Inc.

(9) Premier RENN US Emerging Growth Fund Ltd. is the beneficial owner of the
shares indicated. RENN Capital Group, Inc. is the investment adviser to Premier
RENN US Emerging Growth Fund Ltd. and has shared voting power and dispositive
power over the shares. Russell Cleveland is President of RENN Capital Group,
Inc.

(10) The Managing Principal of each of Straus Partners, LP and Straus GEPT
Partners, LP is Mickey Straus.

(11) Includes 26,777 shares issuable upon exercise of options that are presently
exercisable or exercisable within the next 60 days.

(12) Includes 31,083 shares issuable upon exercise of options that are presently
exercisable or exercisable within the next 60 days.

(13) The natural persons that beneficially own the securities held by The A.J.
Stein Family Trust are Alfred J. Stein and Arline Stein, trustees for the trust.

(14) The natural person that beneficially owns the securities held by The A.J.
Stein Family Partnership is Alfred J. Stein, trustee of the partnership.

(15) The natural person that beneficially owns the securities held by RBC Dain
Rauscher fbo Chris McComb IRA is John Christopher McComb (aka Chris McComb).

(16) Includes 25,272 shares issuable upon exercise of presently exercisable
options.

On July 1, 2002, we received $3,000,000 from the RENN Capital Group in
return for issuing 7.5% convertible debentures with an aggregate principal
amount of $3,000,000. The convertible debentures have a maturity date of June
28, 2009 and originally had a conversion rate of $0.312 (pre-reverse split),
which would have resulted in 9,615,384 (pre-reverse split) shares being issued
upon conversion. In connection with the sale of $11,000,000 of our common stock
on December 30, 2005, instead of lowering the conversion price of the 2002
convertible debentures, as required by the terms of the 2002 convertible
debentures, from $0.312 (pre-reverse split) per share to $0.16 (pre-reverse
split) per share as a result of the December 30, 2005 offering at $0.16
(pre-reverse split) per share, we agreed with the RENN Capital Group that the
conversion price would only be lowered to $0.22 (pre-reverse split) per share as
a result of the December 30, 2005 offering. Upon completion of the reverse split
on October 5, 2006, the conversion price was increased from $0.22 to $2.20.
Consequently, the number of shares issuable upon conversion of the 2002
debentures is 1,227,273 (which number takes into account the conversion into
common stock, on or around July 28, 2006, of $100,000 of the principal amount by
each of Renaissance Capital Growth & Income Fund III, Inc., Renaissance US
Growth Investment Trust PLC and US Special Opportunities Trust PLC). Also on
December 30, 2005, we issued 937,500 shares of common stock to the RENN Capital
Group in exchange for $1,500,000. On November 7, 2003, we received $1,500,000
from the RENN Capital Group in return for issuing 165,201 shares of our common
stock and warrants to acquire 75,000 shares of our common stock. These warrants
have 5-year terms and exercise prices of $12.50 per share for 37,500 shares and
$15.00 per share for 37,500 shares. On June 28, 2005, we issued warrants (with a
5-year term) to purchase 20,000 shares of our common stock with an exercise
price of $5.00 per share to the RENN Capital Group in exchange for a waiver of
certain provisions relating to the 7.5% debentures. None of the shares that we
are registering in this prospectus relate to these July 1, 2002, November 7,
2003, June 28, 2005 and December 30, 2005 transactions. One of our directors,
Mr. Robert Pearson, holds the position of Senior Vice President of RENN Capital
Group, Inc.

On October 12, 2004, we received $2,000,000 from SF Capital Partners Ltd.
in return for issuing shares of our common stock and warrants (with 5-year
terms) to acquire 206,399 shares of our common stock. The warrants issued to SF
Capital Partners Ltd. originally had an exercise price of $0.627 (pre-reverse
split) per share. In connection with the sale of $11,000,000 of our common stock
on December 30, 2005, we agreed with SF Capital Partners Ltd., among others,
that in exchange for their waiver of certain participation rights held by them
in connection with the December 30, 2005 offering, the exercise price of their
warrants would be lowered from $0.627 (pre-reverse split) per share to $0.265
(pre-reverse split) per share. As a result of the reverse split on October 5,
2006, the exercise price of these warrants has increased from $0.265 per share
to $2.65 per share. Also on December 30, 2005, we issued 625,000 shares to SF
Capital Partners Ltd. in exchange for $1,000,000. As of the date of this
prospectus, SF Capital Partners Ltd. owns 1,010,737 shares as a result of the
October 12, 2004 and December 30, 2005 transactions, and has a warrant to
purchase 206,399 shares with an exercise price of $2.65 per share as a result of
the October 12, 2004 transaction. By its terms, the warrant issued to SF Capital
Partners Ltd. may not be exercised if the exercise would cause SF Capital
Partners Ltd. to be a 5% or more holder of all of our outstanding common stock;
however, SF Capital Partners Ltd. may waive such restriction on 61 days notice
to us. Given the number of shares of our common stock that SF Capital Partners
Ltd. holds as of the date of this prospectus, SF Capital Partners Ltd. cannot
exercise such warrant unless it waives the restriction and gives us 61 days
notice of the waiver; as such, the 206,399 shares issuable under the warrant are
not included in any of the columns in SF Capital Partner Ltd.'s entry in the
Selling Security Holder table above. None of the shares that we are registering
relate to the October 12, 2004 and December 30, 2005 transactions with SF
Capital Partners Ltd.

On May 4, 2005, we received $4,000,000 from Cypress in return for issuing
674,082 shares of our common stock and warrants to acquire 505,562 shares of our
common stock. The warrants have a 10-year term and an exercise price of $7.772
per share. On March 24, 2006, we entered into a License and Development
Agreement with Cypress pursuant to which, among other things, Cypress agreed to
license certain intellectual property from us to develop and manufacture
standard, custom and embedded nvSRAM products, we agreed with Cypress to
co-develop certain nvSRAM products and Cypress agreed to pay us $4 million in

pre-paid royalties paid in certain installments. Under the License and
Development Agreement, we issued on March 24, 2006 a warrant (with a 10-year
term) granting Cypress the right to purchase 1 million shares of our common
stock. We also issued, upon payment by Cypress of an installment of pre-paid
royalties on June 30, 2006, a warrant (with a 10-year term) granting Cypress the
right to purchase 500,000 shares of our common stock and we issued, upon payment
by Cypress of an installment of pre-paid royalties on December 18, 2006, a
warrant (with a 10-year term from the date of issuance) granting Cypress the
right to purchase 500,000 shares of our common stock. The exercise price for
each of these warrants is $7.50 per share. Of the 2,351,155 shares that we are
registering in this prospectus, 1,000,000 shares relate to the warrants that we
issued to Cypress on June 30, 2006 and December 18, 2006.

On December 30, 2005, as part of our sale of $11,000,000 of our common
stock, we issued (in addition to the shares issued to SF Capital Partners Ltd.
and the RENN Capital Group on such date, as described above, and in addition to
certain other investors): Crestview Capital Master LLC 2,468,750 shares in
exchange for $3,950,000; Straus Partners, LP 78,125 shares for $125,000; Straus
GEPT Partners, LP 78,125 shares for $125,000; and Big Bend XXVII Investments,
L.P. 1,437,500 shares for $2,300,000. None of the shares issued in the December
30, 2005 transaction are being registered in this prospectus.

On May 26, 2006, we issued to the RENN Capital Group warrants to purchase a
total of 20,002 shares of Simtek common stock, which warrants were granted in
exchange for the agreement by such funds to subordinate to Wells Fargo their
first priority security interest in Simtek's assets in connection with the $3.6
million revolving line of credit entered into by Simtek with Wells Fargo Bank on
June 2, 2006. Also on May 26, 2006, Simtek issued to the RENN Capital Group
warrants to purchase a total of 5,001 shares of Simtek common stock, which
warrants were granted in exchange for the agreement by such funds to waive
compliance by Simtek with certain covenants of the 7.5% convertible debentures.
The May 26, 2006 warrants (which have a term of five years) have an exercise
price of $3.30 per share. Of the 2,351,155 shares that we are registering in
this prospectus, 25,003 relate to these May 26, 2006 warrants.

On September 21, 2006, we closed a $4,555,000 equity financing, issuing the
amounts of shares of common stock and warrants to purchase shares of common
stock indicated to the following investors: RENN Capital Group and Premier RENN
US Emerging Growth Fund Ltd. (506,332 shares and 75,952 warrants); Crestview
Capital Master LLC (215,190 shares and 32,279 warrants); Big Bend XXVII
Investments, L.P. (101,266 shares and 15,190 warrants); Straus Partners, LP
(50,633 shares and 7,595 warrants); Straus GEPT Partners, LP (50,633 shares and
7,595 warrants); A.J. Stein Family Trust (25,317 shares and 3,798 warrants);
A.J. Stein Family Partnership (25,317 shares and 3,798 warrants); Brian Stein
(25,317 shares and 3,798 warrants); Toni Stein (12,659 shares and 1,899
warrants); Steven Hayes (50,633 shares and 7,595 warrants); Brian Alleman
(31,646 shares and 4,747 warrants); John C. McComb (7,595 shares and 1,140
warrants); and SF Capital Partners Ltd. (50,633 shares and 7,595 warrants). The
warrants issued have a term of five years and have an exercise price of $5.40
per share. By the terms of each of these warrants, a holder may not exercise its
warrant to the extent such exercise would result in such holder being a 10% or
more beneficial owner of all of our outstanding common stock. Certain of the
selling securityholders may be prevented from exercising all or part of the
warrants held by them as a result of this restriction; nevertheless, the shares
issuable under these warrants are included for all applicable selling
securityholders in the Selling Security Holder table above. Of the 2,351,155
shares that we are registering in this prospectus, 1,326,152 relate to this
September 21, 2006 transaction. One of our directors, Mr. Robert Pearson, holds
the position of Senior Vice President of RENN Capital Group, Inc. Another of our
directors, Alfred J. Stein, is a trustee of the A.J. Stein Family Trust and a
partner of The A.J. Stein Family Partnership. Steven Hayes is our Vice President
of Sales, Brian Alleman is our Chief Financial Officer, Secretary and Vice
President and John C. McComb is our Vice President of Worldwide Operations.

DESCRIPTION OF SECURITIES

Simtek is authorized to issue, pursuant to its Delaware Certificate of
Incorporation, 30,000,000 shares of common stock, par value $0.0001 per share,
and 200,000 shares of preferred stock, par value $0.0001 per share. The
following is a summary of the material terms of our capital stock. You should
refer to our Certificate of Incorporation and Bylaws and the agreements
described below for more detailed information.

Common Stock

Each share of common stock entitles its record holder to one vote on all
matters to be voted on by the stockholders of Simtek. When a quorum is present
at any meeting of stockholders, a plurality of the stockholders shall decide the
election of directors and a majority of the stockholders shall decide any other
question, unless the question is one upon which Delaware law, the Certificate of
Incorporation or the Bylaws require a different vote.

The board of directors of Simtek consists of six directors, all of whom are
elected annually at the annual meeting of stockholders, and is not classified.
No provision of our Certificate of Incorporation or Bylaws provides for
cumulative voting in the case of the election of directors or on any other
matter.

Each holder of common stock of Simtek is entitled to share pro rata in any
dividends paid on the common stock in funds legally available for that purpose,
when, as and if declared by the board of directors of Simtek in its discretion.
The shares of common stock of Simtek have no preferred dividend rights or any
conversion, redemption or other rights, or any rights to payment from any
sinking or similar fund. The shares of common stock also do not have any
preemptive, subscription or other similar rights. There are no restraints in the
Certificate of Incorporation or Bylaws of Simtek on the right of holders of
shares of common stock to sell or otherwise alienate their shares of stock in
Simtek. There are no provisions in the Certificate of Incorporation or Bylaws of
Simtek providing for any calls or assessments against holders of shares of
common stock or discriminating against any existing or prospective holder of
shares of common stock as a result of such security holder owning a substantial
amount of securities. Upon liquidation, dissolution or winding up of Simtek,
each holder of shares of common stock will be entitled to receive a pro rata
share of the assets of Simtek, after payment of all Simtek's debts and
liabilities and subject to any applicable liquidation or other payments owed to
preferred stockholders.

Preferred Stock

The shares of preferred stock of Simtek are not designated by series, and
there are no currently outstanding shares of preferred stock. Simtek may issue
preferred stock from time to time in one or more series. The board of directors
is authorized, without the approval of existing stockholders, to authorize from
time to time the issuance of one or more classes or series of preferred stock
and to fix the designations, powers, preferences and relative, participating,
optional or other rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to each such class or series of
preferred stock and the number of shares constituting each such class or series,
and to increase or decrease the number of shares of any such class or series to
the extent permitted by law. The issuance of preferred stock by our board of
directors could dilute and harm the rights of the holders of our common stock.
It could potentially be used to discourage attempts by others to obtain control
of us through merger, tender offer, proxy contest or otherwise by making such
attempts more difficult to achieve or more costly.

Anti-Takeover Provisions

Simtek, as discussed in the preceding paragraph, may issue preferred stock
from time to time in one or more series, pursuant to certain authority held by
the board of directors, including the authority to fix the designations, powers,
preferences and relative, participating, optional or other rights, if any, and
the qualifications, limitations or restrictions of such preferred stock. The
issuance of preferred stock may have the effect of making removal of management
more difficult and delaying, deferring or preventing a change in control of
Simtek.

Warrants

1,197,984 of the shares of common stock offered by the selling
securityholders in this prospectus are offered pursuant to warrants issued to
the selling securityholders in connection with various transactions. The
exercise periods and exercise prices of the warrants are discussed in the
"Selling Securityholders" section above. The number of shares issuable upon
exercise and the per share exercise price of certain of the warrants are subject
to adjustment in the case of certain stock dividends, stock splits,
combinations, capital reorganizations, reclassifications or mergers or
consolidations.

Plan of Distribution

Each selling security holder of our common stock and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on NASDAQ, the OTC Bulletin Board or any other
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. A
selling security holder may use any one or more of the following methods when
selling shares:

o ordinary brokerage transactions and transactions in which the broker
dealer solicits purchasers;

o block trades in which the broker dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

o purchases by a broker dealer as principal and resale by the broker
dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately negotiated transactions;

o settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;

o broker dealers may agree with the selling security holders to sell a
specified number of such shares at a stipulated price per share;

o a combination of any such methods of sale;

o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or

o any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

Broker dealers engaged by the selling security holders may arrange for
other brokers dealers to participate in sales. Broker dealers may receive
commissions or discounts from the selling security holders (or, if any broker
dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this prospectus,
in the case of an agency transaction not in excess of a customary brokerage
commission in compliance with NASDR Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the common stock or interests therein, the
selling security holders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
security holders may also sell shares of the common stock short and deliver
these securities to close out their short positions, or loan or pledge the
common stock to broker-dealers that in turn may sell these securities. The
selling security holders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

The selling security holders and any broker dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling security holder
has informed us that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the common
stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the selling security
holders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

Because selling security holders may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each selling security holder has advised us that they have not entered into any
written or oral agreements, understandings or arrangements with any underwriter
or broker-dealer regarding the sale of the resale shares. There is no
underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the selling security holders.

With respect to certain selling security holders, we agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may
be resold by the selling security holders without registration and without
regard to any volume limitations by reason of Rule 144(e) under the Securities
Act or any other rule of similar effect or (ii) all of the shares have been sold
pursuant to the prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The resale shares will be sold only through registered
or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.

Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the resale shares
may not simultaneously engage in market making activities with respect to the
common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the selling security
holders will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the
common stock by the selling security holders or any other person. We will make
copies of this prospectus available to the selling security holders and have
informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale.

LEGAL MATTERS

The validity of the shares offered hereby was passed upon by Holme Roberts
& Owen LLP, Colorado Springs, Colorado.

EXPERTS

The financial statements of Simtek Corporation, included in our Annual
Report on Form 10-K, as amended, for the fiscal year ended December 31, 2006,
filed on April 2, 2007 and amended on April 30, 2007, have been audited by Hein
& Associates LLP, Independent Registered Public Accounting Firm, as set forth in
their report which is incorporated by reference in this prospectus and
registration statement. Such financial statements are incorporated by reference
in reliance on Hein & Associates LLP's report, given on their authority as
experts in accounting and auditing.

AVAILABLE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission under the Securities Act of
1933. Certain information in the registration statement has been omitted from
this prospectus in accordance with the rules of the Securities and Exchange
Commission. We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, we file
reports, proxy statements and other information with the Securities and Exchange
Commission. You may inspect our reports, proxy statements and other information
without charge at the Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The
Commission also maintains a web site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. In addition, the
reports, proxy statements and other information that we file with the Securities
and Exchange Commission can be obtained from our Internet website at
http://www.simtek.com.

The Securities and Exchange Commission allows us to "incorporate by
reference" certain of the information required by this prospectus, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information we file with the Securities and Exchange
Commission that is incorporated or deemed to be incorporated by reference into
this prospectus will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the
Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act prior to the completion of the offering covered by this
prospectus:

* our Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2006, filed on April 2, 2007 and amended on April 30, 2007;

* our Current Reports on Form 8-K filed on January 9, 2007, January 12,
2007, January 24, 2007, February 13, 2007, February 23, 2007, April 12, 2007 and
April 26, 2007;

* our Quarterly Report on Form 10-Q, for the fiscal quarter ended March 31,
2007, filed on May 15, 2007;

* our Definitive Proxy Statement on Schedule 14A filed on May 11, 2007; and

* the description of our common stock as set forth in our Registration
Statement on Form 8-A filed on January 8, 2007.

Upon receipt of an oral or written request we will provide, free of charge,
to any person (including any beneficial owner) to whom a prospectus is
delivered, a copy of any or all of the information that has been incorporated by
reference in the prospectus but not delivered with the prospectus. Please direct
your written requests to:

Simtek Corporation
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(719) 531-9444
Attention: Investor Relations

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of our Common Stock in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front page of
those documents.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the securities registered hereby, all of which
expenses, except for the Commission registration fee are estimated:

Securities and Exchange Commission registration fee............. $ 1,251
Legal fees and expenses ........................................ 13,000
Accounting fees 2,500
Miscellaneous................................................... 1,249
----------

Total........................................................... $ 18,000
==========

The above expenses will be borne by us.

Item 15. Indemnification of Directors and Officers

Under our Certificate of Incorporation and Bylaws, we are required to
indemnify former and current directors and officers, and may indemnify employees
and agents, but only if such person seeking indemnification has satisfied the
statutory standard of conduct. To satisfy the statutory standard of conduct, a
person must have acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation. In
addition, in any criminal action or proceeding, the person must also have had no
reasonable cause to believe the person's conduct was unlawful. Regardless of
standards of conduct, indemnification of expenses for directors and officers is
mandatory under Section 145 of the Delaware General Corporation Law ("DGCL") to
the extent they are successful on the merits in defending a proceeding. Under
Section 145 of the DGCL, in derivative suits (i.e., suits by or in the right of
the corporation), indemnification is only available for expenses and attorneys'
fees incurred in defending or settling a suit and only in circumstances where
there has been no adjudication of monetary liability to the corporation.

As permitted by Section 102(b)(7) of the DGCL, our Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
willful or negligent conduct in paying dividends or repurchasing or redeeming
stock out of funds that are not lawfully available, in violation of Section 174
of the DGCL, or (iv) any transaction from which the director derives an improper
personal benefit.

We maintain insurance policies under which our directors and officers are
insured, within the limits and subject to the limitations of the policies,
against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Simtek.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of Simtek pursuant to the foregoing provisions,
or otherwise, Simtek has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

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Item 16. Exhibits

Unless otherwise indicated, all exhibits listed below are incorporated herein by
reference.

2.1 Plan of Conversion of Simtek Corporation, a Colorado corporation, into
Simtek Corporation, a Delaware corporation, dated October 4, 2006.(1)
4.1 1987-I Employee Restricted Stock Plan.(2)

4.2 Form of Restricted Stock Agreement between the Company and
Participating Employees.(2)
4.3 Form of Common Stock Certificate of Simtek Corporation, a Delaware
corporation.(1)
4.4 Simtek Corporation 1991 Stock Option Plan.(3)
4.5 Form of Incentive Stock Option Agreement between the Company and
Eligible Employees.(3)
4.6 1994 Non-Qualified Stock Option Plan.(4)
4.7 First Amendment and Second Amendments to the 1994 Non-Qualified Stock
Option Plan.(5)
4.8 Third Amendment to the 1994 Non-Qualified Stock Option Plan.(6)
4.9 Q-DOT Group, Inc. Incentive Stock Option Plan of March 1994 adopted by
Simtek (7)
4.10 Form of Q-DOT Group, Inc. Incentive Stock Option Agreement between the
Company and Eligible Employees.(7)
4.11 Fourth, Fifth and Sixth Amendments to the 1994 Non-Qualified Stock
Option Plan.(7)
4.12 Seventh and Eighth Amendments to the 1994 Non-Qualified Stock Option
Plan(8).
4.13 Ninth, Tenth and Eleventh Amendments to the 1994 Non-Qualified Stock
Option Plan(9).
5.1 Opinion of Holme Roberts & Owen LLP, dated October 19, 2006, with
respect to 1,851,155 of the shares being registered *
5.2 Opinion of Holme Roberts & Owen LLP, dated January 9, 2007, with
respect to 500,000 of the shares being registered *
23.1 Consent of Hein & Associates LLP, Independent Registered Public
Accounting Firm
23.2 Consent of Holme Roberts & Owen LLP is included in Exhibits 5.1 and
5.2
24.1 Power of Attorney *

--------------
* Previously filed

(1) Incorporated by reference to the Company's Current Report on Form
8-K12G3 filed by the Company with the SEC on October 10, 2006
(2) Incorporated by reference to the Company's Form S-1 Registration
Statement (Reg. No. 33-37874) filed with the Commission on November
19, 1990.
(3) Incorporated by reference to the Company's Form S-1 Registration
Statement (Reg. No. 33-46225) filed with the Commission on March 6,
1992.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K
filed with the Commission on March 25, 1995
(5) Incorporated by reference to the Company's Form S-8 Registration
Statement (Reg. No. 33-98294) filed with the Commission on October 19,
1995.
(6) Incorporated by reference to the Company's Form S-8 Registration
Statement (Reg. No. 333-76481) filed with the Commission on April 16,
1999.
(7) Incorporated by reference to the Company's Form S-8 Registration
Statement (Reg. No. 333-73794) filed with the Commission on November
20, 2001
(8) Incorporated by reference to the Company's Form S-8 Registration
Statement (Reg. No. 333-1210005) filed with the Commission on December
7, 2004
(9) Incorporated by reference to the Company's Form S-8 Registration
Statement (Reg. No. 333-142005) filed with the Commission on April 10,
2007

Item 17. Undertakings

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

II-2

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.

The undersigned 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 set forth 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) (17 C.F.R.ss.230.424(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.

(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.

(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchase in the initial distribution of the
securities:

The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;

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(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

II-4

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-3 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 May 31, 2007.

Simtek Corporation,
a Delaware corporation

By: /s/Brian Alleman
-----------------------------------------
Brian Alleman
Secretary, Vice President and
Chief Financial Officer

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 dates indicated.

SIGNATURE

* /s/Harold Blomquist
-----------------------------------------------------------
Harold Blomquist, Chairman,
Chief Executive Officer and President
May 31, 2007

/s/Brian Alleman
-----------------------------------------------------------
Brian Alleman, Secretary, Vice President and Chief
Financial Officer
May 31, 2007

* /s/Robert Keeley
-----------------------------------------------------------
Robert Keeley, Director
May 31, 2007

* /s/Alfred Stein
-----------------------------------------------------------
Alfred Stein, Director
May 31, 2007

* /s/Ronald Sartore
-----------------------------------------------------------
Ronald Sartore, Director
May 31, 2007

/s/Kimberley Carothers
-----------------------------------------------------------
Kimberley Carothers
Controller (Principal Accounting Officer)
May 31, 2007

* By /s/Brian Alleman, Attorney in Fact

II-5