UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported)
August 1, 2008
Simtek Corporation
(Exact Name of Registrant as Specified in
Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-19027
(Commission
File Number)
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84-1057605
(IRS Employer
Identification No.)
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4250 Buckingham Dr. #100, Colorado Springs, CO
80907
(Address of Principal Executive
Office)
(Zip
Code)
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Registrants telephone number, including
area code
(719)
531-9444
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
210.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01.
Entry
into a Material Definitive Agreement
On
August 1, 2008, Simtek Corporation (the Company) entered into an Agreement and
Plan of Merger (the Merger Agreement) with Cypress Semiconductor Corporation,
a Delaware corporation (the Cypress), and Copper Acquisition Corporation, a
wholly-owned subsidiary of Cypress (Merger Sub).
Pursuant
to the Merger Agreement, Cypress has agreed to promptly commence a tender offer
to purchase all outstanding shares of the Companys common stock, par value
$0.0001 per share (the Shares), in exchange for $2.60 per Share, net to the
seller in cash, without interest (the Offer Price), upon the terms and subject
to the conditions set forth in an Offer to Purchase and a related Letter of
Transmittal that will be distributed to the Companys stockholders by Cypress
and filed with the Securities and Exchange Commission. The Offer to
Purchase and the Letter of Transmittal, together with any amendments or
supplements thereto, collectively constitute the Offer.
The
Merger Agreement provides, among other things, that as soon as practicable
following the satisfaction or waiver of the conditions set forth therein,
including the completion of the Offer, Merger Sub will be merged with and into
the Company (the Merger), with the Company continuing as the surviving
corporation and as a wholly-owned subsidiary of Cypress. At the effective
time of the Merger, each Share then outstanding (other than Shares that are
owned by (i) Cypress or (ii) stockholders who have properly exercised
dissenters rights under the Delaware General Corporation Law) will be converted
into the right to receive cash in the amount of the Offer Price, without
interest. If, following the consummation of the Offer, Cypress, the Merger
Sub or any subsidiary of Cypress owns at least 90% of the Shares, the Merger
will be completed in accordance with Delawares short-form merger statute
without additional approval of the Merger by the Company stockholders. The
Merger Agreement grants Cypress and Merger Sub an assignable and irrevocable
option (the Top-Up Option), exercisable after consummation of the Offer and
subject to certain conditions and limitations, to purchase a number of Shares at
a price per share equal to the Offer Price, that when added to the Shares owned
by Cypress and Merger Sub, would equal 91% of the outstanding Shares, at which
point it could effect the short-form merger. If, following the
consummation of the Offer, Cypress, the Merger Sub or any subsidiary of Cypress
does not own at least 90% of the Shares and does not exercise the Top-Up Option,
then the Company will be required to hold a special stockholders meeting to
obtain stockholder approval of the Merger.
The
boards of directors of each of Cypress, the Company and the Merger Sub have
approved the Offer and the Merger, on the terms and subject to the conditions
set forth in the Merger Agreement.
The
Company has made various representations and warranties and agreed to specified
covenants in the Merger Agreement, including covenants relating to the conduct
of the Companys business between the date of the Merger Agreement and the
closing of the Offer, restrictions on solicitation of proposals with respect to
alternative transactions and other matters. Consummation of the Offer is
conditioned on there being validly tendered and not withdrawn before expiration
of the Offer that number of Shares that, when added to the Shares already owned
by Cypress, represents at least a majority of the sum of (x) all then
outstanding Shares,
plus
(y) all Shares issuable upon the exercise
of all then outstanding Company options with exercise prices less than the Offer
Price that are vested and exercisable as of any then scheduled expiration date
of the Offer or that would be vested and exercisable at any time within 90
calendar days following the then scheduled expiration date of the Offer assuming
that the holder of such Company options satisfies the vesting conditions
applicable thereto (and after giving effect to the acceleration of any vesting
that may occur as a result of the Offer),
plus
(z) all Shares
issuable upon the exercise, conversion or exchange of any then outstanding
securities (other than Company options) with exercise prices less than the Offer
Price that are held by persons other than Parent or Merger Sub or affiliates
thereof and that are exercisable or convertible into, or exchangeable for,
Shares at any time within 90 calendar days following the then scheduled
expiration date of the Offer. The Offer is subject to other customary
conditions, including that any clearances, consents, approvals, orders and
authorizations of any governmental entity or that Cypress reasonably determines
in good faith to be necessary or appropriate to consummate the transactions
contemplated by the Merger Agreement shall have been obtained or received on
terms that do not involve an adverse regulatory condition.
Concurrently
with the execution of the Merger Agreement, certain directors and officers of
the Company holding approximately 14.79% of the Shares entered into transaction
support agreements with Parent (the Transaction Support Agreements), pursuant
to which they have agreed to tender their shares in connection with the Offer
and to vote in favor of the Merger.
The
foregoing descriptions of the Merger Agreement and the Transaction Support
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Merger Agreement and a form of the Transaction Support
Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 99.1 hereto,
respectively, and are incorporated herein by reference.
The
Merger Agreement (and the exhibits thereto) are included to provide investors
and security holders with information regarding their terms. They are not
intended to provide any other factual information about the Company or Cypress.
The Merger Agreement contains representations and warranties the parties
thereto made to and solely for the benefit of each other. The assertions
embodied in those representations and warranties are qualified by information in
confidential disclosure schedules that the parties have exchanged in connection
with signing the Merger Agreement. Accordingly, investors and security
holders should not rely on the representations and warranties as
characterizations of the actual state of facts, since they were only made as of
the date of the Merger Agreement and are modified in important part by the
underlying disclosure schedules. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Companys public disclosures.
Important
Additional Information for Investors and Security Holders
In
connection with the transactions contemplated by the Merger Agreement, the
Company intends to file a Schedule 14D-9 with the SEC. Investors and
security holders are urged to read the Schedule 14D-9 carefully when it becomes
available because it will contain important information about the Company,
Parent and the transactions contemplated by the Merger Agreement. The
Schedule 14D-9 and other relevant materials (when they become available), and
any other documents filed with the SEC, may be obtained free of charge at the
SECs website located at www.sec.gov. The Companys security holders are
particularly urged to read the Schedule 14D-9 and the other relevant materials
when they become available before making any decisions with respect to the
transactions contemplated by the Merger Agreement.
Item
8.01. Other Events
On
August 1, 2008, the Company and Cypress issued a joint press release relating to
the Merger Agreement. A copy of the press release is filed as Exhibit 99.2
hereto and is incorporated herein by reference.
Item
9.01(d).
Financial
Statements and Exhibits
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger, dated as of August 1, 2008, by and among Cypress
Semiconductor Corporation, Copper Acquisition Corporation and Simtek
Corporation
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99.1
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Form of
Transaction Support Agreement, by and among Cypress Semiconductor
Corporation, Copper Acquisition Corporation and the individuals listed on
the signatures pages thereto, dated as of August 1, 2008
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99.2
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Press
release dated August 1, 2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SIMTEK
CORPORATION
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August
4, 2008
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/s/
HAROLD BLOMQUIST
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Harold
Blomquist
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Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger, dated as of August 1, 2008, by and among Cypress
Semiconductor Corporation, Copper Acquisition Corporation and Simtek
Corporation
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99.1
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Form of
Transaction Support Agreement, by and among Cypress Semiconductor
Corporation, Copper Acquisition Corporation and the individuals listed on
the signatures pages thereto, dated as of August 1, 2008
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99.2
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Press
release dated August 1, 2008
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