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Simtek Corp · DEFR14A · On 9/22/05

Filed On 9/22/05 2:18pm ET · SEC File 0-19027 · Accession Number 1014909-5-114

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/22/05  Simtek Corp                       DEFR14A     9/22/05    1:23                                     1014909

Revised Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        23    134K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Audit Committee Shareholder Proposals
1	1st Page
8	Audit Committee
21	Shareholder Proposals

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Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to s. 240.14a-12

SIMTEK CORPORATION
-----------------------------------------------
(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------
(3) Filing Party:
--------------------------------------------------------
(4) Date Filed:
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[SIMTEK LOGO]

Dear Fellow Shareholder:

You are invited to attend the annual meeting of the shareholders of Simtek
Corporation which will be held at The Academy Hotel, 8110 N. Academy Blvd.,
Colorado Springs, Colorado, 80920 on October 27, 2005, at 10:00 a.m., local
time. We have enclosed a notice of the annual meeting, a proxy statement, a
proxy card and a copy of our annual report for the year ended December 31, 2004.

At the annual meeting, our shareholders will (i) consider and vote on a
proposal to elect two directors to our board of directors, each to serve for a
three year term; (ii) consider and vote on a proposal to ratify the selection of
Hein & Associates LLP, independent auditors, as our auditors for the year ending
December 31, 2005; and (iii) transact such other business as may properly come
before the meeting.

Our board of directors has approved the proposals and recommends that you
vote in favor of the proposals. Whether or not you are personally able to attend
the annual meeting, please complete, sign and date the enclosed proxy card and
return it in the enclosed prepaid envelope as soon as possible. This action will
not limit your right to vote in person if you do wish to attend the meeting and
vote personally.

Approval of the proposals requires the affirmative vote of a majority of
the shares of our common stock represented in person or by proxy, and entitled
to vote, at the annual meeting. Only holders of our common stock at the close of
business on September 12, 2005, the record date, will be entitled to notice of,
and to vote at, the annual meeting.

PLEASE REVIEW THE ENTIRE PROXY STATEMENT CAREFULLY. If you would like
assistance in completing your proxy card, or if you have any questions about the
procedure for voting your shares described in the attached proxy statement,
please contact Mr. Brian Alleman, Simtek's CFO, at (719) 531-9444 or Mr. Sheldon
Lutch, Simtek's Investor Representative, at 1-212-268-1816.

Sincerely yours,

/s/ Harold Blomquist
Harold Blomquist
Chief Executive Officer

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SIMTEK CORPORATION
4250 Buckingham Dr. #100
Colorado Springs, CO 80907
(719) 531-9444

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 27, 2005

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

September 23, 2005
To the Shareholders of Simtek Corporation:

The annual meeting of shareholders of Simtek Corporation, a Colorado
corporation ("Simtek") will be held at 10:00 a.m., local time, on October 27,
2005, at The Academy Hotel, 8110 N. Academy Blvd., Colorado Springs, Colorado
80920, for purposes of:

1. considering and voting upon a proposal to elect two directors to our
board of directors each to serve for a three year term (the "Director
Election Proposal");

2. considering and voting upon a proposal to ratify the selection of Hein
& Associates LLP, independent auditors, as auditors of Simtek for the
year ending December 31, 2005 (together with the Director Election
Proposal, the "Proposals"); and

3. transacting such other business as may properly come before the
meeting.

Only shareholders of record at the close of business on September 12, 2005,
the record date for the meeting, will be entitled to notice of, and to vote at,
the annual meeting. A copy of Simtek's annual report for the year ended December
31, 2004, is enclosed. A list of shareholders entitled to vote at the meeting
will be kept on file at Simtek's principal office for inspection by any
shareholder, for any purpose germane to the meeting, during usual business hours
for ten days prior to the meeting.

YOU ARE INVITED TO ATTEND THE ANNUAL MEETING, BUT WHETHER OR NOT YOU PLAN
TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN, AND PROMPTLY RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.

Our board of directors believes that the Proposals are advisable to and in
the best interests of us and our shareholders. Our board of directors recommends
that you vote in favor of the Proposals. Approval of each of the Proposals
requires the affirmative vote of a majority of the shares represented in person
or by proxy, and entitled to vote, at the annual meeting.

THIS NOTICE AND THE ATTACHED PROXY STATEMENT, PROXY CARD, AND ANNUAL REPORT
ARE FIRST BEING MAILED TO SIMTEK'S SHAREHOLDERS ON OR ABOUT SEPTEMBER 25, 2005.

By Order of the Board of Directors,

/s/ Brian Alleman
Brian Alleman
Secretary

Colorado Springs, Colorado
September 23, 2005

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SIMTEK CORPORATION

4250 Buckingham Dr. #100
Colorado Springs, Colorado 80907
(719) 531-9444

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

PROXY STATEMENT

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

The accompanying proxy is being solicited by the board of directors (the
"Board") of Simtek Corporation, a Colorado corporation (the "Company" or
"Simtek") for use at the Company's annual meeting of shareholders, including any
adjournment thereof (the "Annual Meeting").

TIME AND PLACE; PURPOSE

The Annual Meeting will be held at 10:00 a.m., local time, Thursday,
October 27, 2005, at The Academy Hotel, 8110 N. Academy Blvd., Colorado Springs,
Colorado 80920. At the Annual Meeting, our shareholders will be asked to
consider and vote upon the following proposals (the "Proposals"):

1. to consider and vote upon a proposal to elect two directors to our
Board each to serve for a three year term (the "Director Election
Proposal"); and

2. to ratify the selection of Hein & Associates LLP, independent
auditors, as auditors of the Company for the year ending December 31,
2005 (together with the Director Election Proposal, the "Proposals").

Our Board has determined that the Proposals are advisable to and in the best
interests of us and our shareholders. Our Board recommends that you vote in
favor of the Proposals.

VOTING RIGHTS; RECORD DATE

Our Board has fixed the close of business on September 12, 2005 as the
record date (the "Record Date") for the determination of holders of common stock
entitled to receive notice of and to vote at the Annual Meeting. Accordingly,
only holders of record of shares of common stock at the close of business on the
Record Date are entitled to receive notice of, and to vote at, the meeting. At
the close of business on the Record Date, we had outstanding 70,740,604 shares
of common stock, par value $0.01 per share.

The holders of shares of common stock are entitled to one vote per share on
each matter that properly comes before the Annual Meeting. The affirmative vote
of a majority of the shares of common stock represented in person or by proxy,
and entitled to vote, at the Annual Meeting will be required to approve a
Proposal. According to Colorado law and our amended and restated articles of
incorporation and bylaws, abstentions and broker non-votes will be treated as
present for purposes of determining whether a quorum exists, and will be treated
as votes against for purposes of approving a proposal. The presence, in person
or by proxy, of the holders of a majority of the outstanding shares of common
stock entitled to vote at the Annual Meeting is necessary to constitute a
quorum.

PROXIES

Unless otherwise specified, the shares of common stock represented by the
accompanying form of proxy, properly executed and returned, will be voted FOR
the Proposals as described below. As to any other matters that may properly come
before the Annual Meeting, the persons named in the accompanying form of proxy
will vote thereon in accordance with their best judgment. Votes will be
tabulated by Continental Stock Transfer & Trust Company, the Company's transfer
agent for the common stock.

The Proposals are the only matters to be acted upon at the meeting. As to
any other matter that may properly come before the Annual Meeting the persons

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named in the accompanying proxy card will vote thereon in accordance with their
best judgment. A properly submitted proxy marked "ABSTAIN," although counted for
purposes of determining whether there is a quorum and for purposes of
determining the aggregate voting power and number of shares represented and
entitled to vote at the meeting, will not be voted and will have no effect.
Shares represented by "broker non-votes" (i.e., shares held by brokers or
nominees which are represented at the Annual Meeting but with respect to which
the broker or nominee is not empowered to vote on a particular proposal) will
also be counted for purposes of determining whether there is a quorum at the
meeting.

Any person giving a proxy has the right to revoke the proxy at any time
before it is voted by giving written notice to the Secretary of the Company. The
Company will bear the cost of preparing and mailing proxy materials as well as
the cost of soliciting proxies. In addition to solicitation by mail, employees
or representatives of the Company may personally solicit proxies. Such persons
will receive no additional compensation for such work.

This proxy statement and accompanying form of proxy and annual report are
first being mailed to shareholders on or about September 25, 2005.

ANNUAL REPORT

The Company's annual report to shareholders for the year ended December 31,
2004 is being mailed to the Company's shareholders with this proxy statement.

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PROPOSAL 1 - ELECTION OF DIRECTORS

The Company's amended and restated articles of incorporation and bylaws
provide that if the Board consists of six or more persons, then the members of
the Board shall be divided into three classes, each class to be as nearly equal
in number as possible. The Board is currently divided into three (3) classes,
each class consisting of two directors, with each class having a three-year
term. Vacancies on the Board may be filled only by persons elected by a majority
of the remaining directors. A director elected by the Board to fill a vacancy
(including a vacancy created by an increase in the Board) will serve for the
remainder of the full term of the class of directors in which the vacancy
occurred and until the director's successor is elected and qualified.

The Board presently consists of six (6) members. There are two Class 1
Directors, Messrs. Harold Blomquist and Robert Pearson, whose terms of office
will expire at the 2005 annual meeting. The Board has nominated each of Mr.
Blomquist and Mr. Pearson for re-election. Proxies cannot be voted for a greater
number of persons than the number of nominees named. If elected at the Annual
Meeting, each of the nominees would serve until the 2008 annual meeting and
until his successor is elected and has qualified, or until such director's
earlier death, resignation or removal.

Directors are elected by a plurality of the votes present in person or
represented by proxy, and entitled to vote, at the meeting. Shares represented
by executed proxies will be voted, if authority to do so is not withheld, for
the election of Messrs. Blomquist and Pearson. In the event that any nominee
should be unavailable for election as a result of an unexpected occurrence, such
shares will be voted for the election of such substitute nominee as management
may propose. Each person nominated for election has agreed to serve if elected,
and management has no reason to believe that any nominee will be unable to
serve.

Set forth below is biographical information for each person nominated and
each person whose term of office as a director will continue after the Annual
Meeting. Ages are as of September 12, 2005, the Record Date.

NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2008 ANNUAL MEETING

HAROLD A. BLOMQUIST, age 53, 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. Mr. Blomquist's
current term of office as a director expires at the 2005 annual meeting. In
October 2003, Mr. Blomquist was elected to the position of Chairman of the Board
of Directors. Mr. Blomquist has served as Chief Executive Officer and President
of the Company since May 2005. He has served as a Director on the Board of
Microsemi, Inc. since February 2003 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.

ROBERT C. PEARSON, age 70, has served as a director since July 2002. Mr.
Pearson's current term of office as a director expires at the 2005 annual
meeting. He joined RENN Capital Group in April 1997 and is 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 Incorporated 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 Poore Brothers, Inc., CaminoSoft, Inc.,
Advanced Power Technology, Inc., and Simtek, all publicly held. He is also a
Director of eOriginal, Inc., a privately held company.

THE BOARD RECOMMENDS A VOTE "FOR" EACH NAMED NOMINEE.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2006 ANNUAL MEETING

RONALD SARTORE, age 55, has served as a director since March 2004, which
term expires in 2006. Mr. Sartore has over 30 years experience in the computer
and semiconductor fields and is currently the Vice President of High Speed
Serial Interfaces (HSSI) Business Unit for Cypress Semiconductor Corporation's

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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 CEO, 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 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 12 US patents and obtained a BS degree in Electrical
Engineering from Purdue University.

ALFRED J. STEIN, age 72, has served as a director since March 2004, which
term expires in 2006. 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 that 40 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 three publicly traded companies:
Advanced Power Technology, ESS Technology, Electronics Boutique, and 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.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2007 ANNUAL MEETING

ROBERT H. KEELEY, age 64, has served as a director since May 1993. He is
currently the El Pomar Professor of Business Finance at the University of
Colorado at Colorado Springs. From 1986 until he joined the faculty at the
University of Colorado at Colorado Springs in 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 and a Ph.D. in business administration from
Stanford University. Dr. Keeley is also a director of three private companies
and is the president of one of them.

TOM SURRETTE, age 43, was elected as a director in May 2005, with a term
expiring in 2007. Surrette has more than 20 years of experience in the
semiconductor field and is currently managing director in Cypress' Memory and
Imaging Division. Surrette joined Cypress's Aspen Semiconductor subsidiary in
1990 as a test engineer working on high-speed BiCMOS Static RAMs and
Programmable Logic Devices. As test engineering manager for Cypress's Memory
Products Division, Surrette was responsible for numerous software and hardware
innovations to ramp capacity and reduce costs. After leading a project to
develop software, hardware and manufacturing infrastructure for a custom
SRAM/ROM chip, Surrette was named business unit director for the newly formed
MicroPower(TM) Static RAM group, which grew to become the highest-revenue
business unit within Cypress. As managing director of the Synchronous Static RAM
group, Surrette was responsible for doubling revenue and qualifying products on
two new generations of process technology within two years. He also led the 2003
transfer of Micron Technology's Synchronous SRAM product inventory and customer
support responsibilities to Cypress. Surrette currently holds five U.S. patents
and has earned both a bachelor's degree in electrical engineering from
Rensselaer Polytechnic Institute and a master's degree in business
administration from Santa Clara University.

INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

MEETINGS AND COMMITTEES OF THE BOARD

Our business, property and affairs are managed under the direction of our
Board and its committees. Members of our Board are kept informed of our business
through discussions with our Chairman and our Chief Executive Officer and other

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officers and employees, by reviewing materials provided to them, by visiting our
offices and by participating in meetings of the Board and its committees.

During the fiscal year ended December 31, 2004, the Board held five
meetings. During that same period, the Board acted by unanimous consent five
times. No incumbent director attended fewer than 100% of the aggregate of (i)
the total number of meetings of the Board, and (ii) the total number of meetings
held by all committees of the board on which such directors served.

The Board has an Audit Committee, a Compensation Committee, and a
Governance Committee. The Governance Committee was established in February 2004.
Below is the information that provides membership and meeting information for
each of the Board committees. In fiscal year 2004, each committee member
attended 100% of the meetings of each applicable committee held after becoming a
member of that committee.

AUDIT COMMITTEE. The Audit Committee consists of Robert Keeley as the
chairperson, Alfred Stein, and Harold Blomquist (prior to his appointment as
Chief Executive Officer and President of the Company in May 2005). The Audit
committee held two meetings during the fiscal year 2004.

COMPENSATION COMMITTEE. The Compensation Committee consists of Ronald
Sartore as the chairperson, Robert Pearson and Douglas Mitchell (prior to his
resignation from the Board in May 2005). The Compensation Committee held six
meetings during the fiscal year 2004. Following Mr. Mitchell's resignation, Mr.
Blomquist was appointed to the Compensation Committee.

GOVERNANCE COMMITTEE. During 2004, the Governance Committee consisted of
Harold Blomquist as the chairperson, Robert Pearson, and Douglas Mitchell (prior
to his resignation from the Board in May 2005). In May 2005, the Governance
Committee was reorganized to consist of Alfred Stein as the chairperson, Harold
Blomquist, and Ronald Sartore. The Governance Committee acts by unanimous
consent and they acted two times during the fiscal year 2004.

Below is a description of each committee of the Board. Each of the
committees has authority to engage legal counsel or other experts or consultants
as it deems appropriate to carry out its responsibilities

AUDIT COMMITTEE. The Audit Committee assists the Board in its oversight of
the integrity of the Company's accounting, auditing, and reporting practices.
The Audit Committee is comprised of Messrs. Keeley, Stein, and Blomquist (prior
to his appointment as Chief Executive Officer and President of the Company in
May 2005). Our Board has determined that Mr. Keeley has the requisite education,
background or experience to be considered an "audit committee financial expert"
as that term is defined by the Securities and Exchange Commission (the "SEC").
All members of the Audit Committee are "independent" under current Nasdaq Stock
Market, Inc. listing standards.

COMPENSATION COMMITTEE. The primary responsibilities of the Compensation
Committee are to review and recommend to the Board the compensation of the Chief
Executive Officer of the Company, 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. Sartore, Blomquist, and
Pearson. Messrs. Sartore and Pearson are independent and Mr. Blomquist is not
independent, in each case according to standards for independence under current
NASDAQ Stock Market, Inc. listing standards.

GOVERNANCE COMMITTEE. The primary responsibilities of the Governance
Committee are to ensure company compliance with the SEC and other government
regulations concerning the conduct of the Company, its officers, directors and
employees. The Governance Committee does not have a written charter. The
Governance Committee responsibilities also include nomination for membership to
the Board. The Governance Committee consists of Messrs. Stein, Blomquist, and
Sartore. Messrs. Stein and Sartore are independent, and Mr. Blomquist is not
independent, in each case according to standards for independence under current
NASDAQ Stock Market, Inc. listing standards. The governance committee will
consider nominees recommended by shareholders. Any such suggestions in
connection with the 2006 Annual Meeting should be made to the Governance
Committee (in care of the Company at its principal executive offices) by
delivering notice to our Secretary at our principal executive offices in
accordance with the provisions of our bylaws and the provisions set forth herein
under the heading "Shareholder Proposals." The notice must contain certain
prescribed information about the proponent and the nominee(s), including such
information about the nominee(s) as would have been required to be included in a
proxy statement filed pursuant to the rules of the SEC had such nominee been
nominated by the Board. There is not a specific, minimum set of qualifications
that must be met by a nominee for such nominee to be recommended for a position
by the Governance Committee on the Simtek board of directors. On a case by case
basis the Governance Committee will assess the specific needs of the board in
terms of a desirable skill set in a potential nominee. The background of a
potential nominee should include extensive executive experience in an area of
specific interest to the Board. The Company operates to the highest ethical
standards; consequently, any potential nominee must also.

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The Governance Committee conducts informal self-evaluations of the
composition and size of the Board of Directors 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. We
have not, in the past, used a third party to identify or evaluate potential
nominees.

The Board of Directors has not established a formal process for
shareholders to follow to send communications to the board or its members. The
Company's policy is to forward to the directors any shareholder correspondence
it receives that is addressed to them. Shareholders who wish to communicate with
the directors may do so by sending their correspondence addressed to the board
of directors at the Company's headquarters at 4250 Buckingham Drive, Suite 100,
Colorado Springs, CO 80907 or via an email weblink "information @Simtek.com" on
the Company's website.

STATEMENT ON CORPORATE GOVERNANCE

We regularly monitor developments in the area of corporate governance by
reviewing new federal laws affecting corporate governance, such as the
Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC. In response to
those developments, we review our processes and procedures and implement
corporate governance practices which we believe are in the best interest of the
Company and its shareholders.

The Board has approved a Code of Business Conduct and Ethics (collectively,
the "Code of Conduct"), posted on the Company's website under "Company."
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.

DIRECTOR COMPENSATION OVERVIEW

In January and February 2004, each director who was not also an employee
received $1,000 for each meeting of the Board, attended in person, and $500 for
each meeting of a committee of the Board. Starting March 2004, each director who
was not an employee received $1,500 for each meeting of the Board, attended in
person, and $500 for each meeting of a committee of the Board. Starting January
1, 2005, each director of the Board received a $10,000 annual stipend; the
stipend is paid quarterly. Until the Company has two consecutive quarters of net
profit, the stipend is paid in restricted common stock. The cost per common
share is calculated based on the average closing price of the Company's common
stock during the 20 trading days prior to issuance. Commencing the first quarter
after the Company has shown two consecutive quarters of audited net profit, the
stipend will be paid in cash. Upon initial appointment or election to the Board,
each newly appointed or elected member receives options to purchase 100,000
shares of the Company's 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 35,000 shares of the Company's 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.

DIRECTOR'S ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS

The Company has no written policy regarding the attendance of it's board
members at Annual Shareholder Meetings. However, all board members attended the
Company's 2004 Annual Shareholder Meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee, during fiscal year 2004, consisted of Ronald
Sartore, Robert Pearson and Douglas Mitchell. Mr. Mitchell was our Chief
Executive Officer, President and Chief Financial Officer (acting), as well as
the Chairman of our subsidiary, Q-DOT, Inc. On June 28, 2005, we issued to
Renaissance Capital Growth and Income Fund III, Inc., Renaissance US Growth &
Investment Trust PLC and BFSUS Special Opportunities Trust PLC., which are
managed by RENN Capital Group, warrants to purchase 200,000 shares of our common
stock at $0.50 per share with an exercise period of 5 years. These warrants were
issued in exchange for an agreement to delay making principal redemption
installments under the 7.50% Convertible Debentures issued by Simtek in 2002 in
the aggregate principal amount of $3,000,000. RENN Capital Group is the agent
for these three investment funds. One of our directors, Mr. Robert Pearson,
holds the position of Senior Vice President of RENN Capital Group.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors and executive officers are as follows:

Name Age Position
---- --- --------

Harold Blomquist................ 53 Chairman of the Board, Chief Executive
Officer and President

Brian Alleman................... 49 Vice President and Chief Financial
Officer, Corporate Secretary

David W. Still.................. 49 Vice President of Engineering

Alfred Stein.................... 72 Director

Robert H. Keeley................ 64 Director

Ronald Sartore.................. 55 Director

Robert Pearson.................. 70 Director

Thomas Surrette................. 43 Director

See "Proposal 1--Election of Directors" for the biographies of Messrs.
Blomquist, Keeley, Pearson, Sartore, Stein and Surrette.

DAVID W. STILL has served as the Vice President of Engineering at the
Company since December of 2001. Mr. Still has over 25 years experience in
various corporate, management, and technical positions within the semiconductor
industry, where he has successfully managed engineering teams developing
products in CMOS, bipolar, and GaAs processes, as well as associated CAD
software. Prior to his work at Simtek, he served as Vice President of IC
engineering for Comsilica, developing SOC WLAN products for 802.11a and b
wireless networks. Previously, he served as manager of the Colorado Design
Center for Lattice Semiconductor (formerly Minc), an FGPA / CPLD CAD software
company. Mr. Still was also a Vice President of Engineering at Array
Microsystems, a digital video product company, where he managed the CMOS IC
design and software development groups. He has also held engineering management
positions with Prisma and Honeywell. At Honeywell, he received two technical
excellence awards for his contributions to PLA designs. Mr. Still has published
over 18 technical papers and has received two patents. Mr. Still holds a Masters
Degree in Electrical Engineering from Arizona State University and a Bachelors
Degree in Electrical Engineering from the University of Nebraska.

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 CFO Partners, LLP ("Tatum"), a national firm of experienced Chief
Financial Officers serving as full-time, part-time, interim, project, or
on-staff professionals to provide financial solutions and CFO support to
companies undertaking significant change. 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 will remain a partner in Tatum,
which will 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.

Officers serve at the discretion of the Board.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The first table below sets forth information regarding ownership of our
common stock as of the Record Date by each person who is known by us to
beneficially own more than five percent of our common stock, by each director,
by each executive officer named in the summary compensation table, and by all
directors and executive officers as a group. Shares issuable within sixty days
after the Record Date upon the exercise of options are deemed outstanding for
the purpose of computing the percentage ownership of persons beneficially owning
such options or holding such notes but are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Shares
issuable upon the conversion of the debentures have been included for the
purpose of computing the percentage ownership. To the best of our knowledge, the
persons listed below have sole voting and investment power with respect to the
shares indicated as owned by them subject to community property laws where
applicable and the information contained in the notes to the table.

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

Robert H. Keeley 146,250 (1) *
P. O. Box 240
Hillside, CO 81232

Harold A. Blomquist 337,050 (2) *
3935 Serenity Place
Colorado Springs, CO 80908

Donald G. Carrigan 338,833 (3) *
425 Scrub Oak Circle
Monument, CO 80132

David W. Still 397,222 (4) *
4250 Buckingham Dr., Suite 100
Colorado Springs, CO 80907

Robert Pearson 76,250 (5) *
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203

Ronald Sartore 204,167 (6) *
14445 Cypress Point
Poway, CA 92064

Alfred Stein 165,167 (7) *
410 Old Oak Court
Los Altos, CA 94022

Douglas Mitchell 866,164 (8) 1.22%
1775 Sunshine Circle
Woodland Park, CO 80863

Thomas Linnenbrink 1,161,628 (9) 1.64%
1457 Smoochers Circle
Colorado Springs, CO 80904

Renaissance Capital Growth &
Income Fund III, Inc. 5,005,789 (10) 6.75%
c/o RENN Capital Group
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203

Renaissance US Growth &
Investment Trust PLC 5,005,789 (11) 6.75%
c/o RENN Capital Group
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203

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BFSUS Special Opportunities Trust PLC. 4,005,789 (12) 5.40%
c/o RENN Capital Group
8080 N. Central Expressway,
Suite 210-LB59
Dallas, TX 75203

SF Capital Partners, Ltd 6,136,951 (13) 8.43%
3600 South Lake Drive
St. Francis, WI 53235

Cypress Semiconductor Corporation 11,796,428 (14) 15.57%
3901 N. First Street
San Jose, CA 95134

All officers and directors as a group 3,692,731 (15) 5.06%
(9 persons)

--------------------------
* Less than one percent.

(1) Includes 121,250 shares issuable upon exercise of options. Includes 15,000
shares of our common stock that Mr. Keeley acquired upon the exercise of
15,000 options and includes 10,000 shares of our common stock held by Mr.
Keeley's wife, Sandra D. Keeley. Mr. Keeley disclaims beneficial ownership
of these shares.

(2) Represents 200,000 shares of our common stock that Mr. Blomquist personally
owns, 800 shares of our common stock that Mr. Blomquist's son personally
owns and includes 136,250 shares issuable upon exercise of options.

(3) Represents 500 shares of our common stock that Mr. Carrigan personally owns
and includes 338,333 shares issuable upon exercise of options. Mr. Carrigan
resigned as an officer of Simtek effective September 2, 2005.

(4) Includes 397,222 shares issuable upon exercise of options.

(5) Includes 76,250 shares issuable upon exercise of options.

(6) Represents 40,000 shares of our common stock that Mr. Sartore personally
owns and includes 164,167 shares issuable upon exercise of options

(7) Represents 1,000 shares of our common stock that Mr. Stein owns and
includes 164,167 shares issuable upon exercise of options.

(8) Represents 318,386 shares of our common stock that Mr. Mitchell personally
owns and includes 547,778 shares issuable upon exercise of options. Mr.
Mitchell resigned as an officer and director of Simtek and Q-DOT, Inc. on
May 9, 2005.

(9) Represents 894,128 shares of our common stock that Mr. Linnenbrink acquired
through our acquisition of Q-DOT Group and includes 267,500 shares issuable
upon exercise of options.

(10) Assumes conversion, at a conversion price of $0.312 per share, of
debentures issued to Renaissance Capital Growth & Income Fund III, Inc. for
3,205,128 shares of our common stock. Assumes exercise of warrants held by
Renaissance Capital Growth & Income Fund III, Inc. for 250,000 shares of
our common stock. Also represents 550,661 shares of our common stock that
Renaissance Capital Growth & Income Fund III, Inc. acquired pursuant to its
investment on November 7, 2003. Also includes 1,000,000 shares held by
Renaissance Capital Growth & Income Fund III, Inc. that were issued in 2000
upon the conversion of debentures originally issued on June 12, 1998.

(11) Assumes conversion, at a conversion price of $0.312 per share, of
debentures issued to Renaissance US Growth & Investment Trust PLC for
3,205,128 shares of our common stock. Assumes exercise of warrants held by
Renaissance US Growth & Investment Trust PLC for 250,000 shares of our
common stock. Also represents 550,661 shares of our common stock that
Renaissance US Growth & Investment Trust PLC acquired pursuant to its
investment on November 7, 2003. Also includes 1,000,000 shares held by
Renaissance US Growth & Investment Trust PLC that were issued in 2000 upon
the conversion of debentures originally issued on June 12, 1998.

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(12) Assumes conversion, at a conversion price of $0.312 per share, of
debentures issued to BFSUS Special Opportunities Trust PLC for 3,205,128
shares of our common stock. Assumes exercise of warrants held by BFSUS
Special Opportunities Trust PLC for 250,000 shares of our common stock.
Also represents 550,661 shares of our common stock that BFSUS Special
Opportunities Trust PLC acquired pursuant to its investment on November 7,
2003.

(13) Represents 4,072,967 shares of our common stock that SF Capital Partners
Ltd. acquired pursuant to its equity investment in us on October 12, 2004.
Assumes exercise of warrants held by SF Capital Partners Ltd. for 2,063,984
shares of our common stock.

(14) Represents 6,740,816 shares of our common stock that Cypress acquired
pursuant to its equity investment in us on May 5, 2005. Assumes exercise of
warrants held by Cypress for 5,055,612 shares of our common stock.

(15) Includes 2,212,917 shares issuable upon exercise of options. Does not
include the 14,017,367 shares beneficially owned by Renaissance Capital
Growth & Income Fund III, Inc., Renaissance US Growth & Investment Trust
PLC and BFSUS Special Opportunities Trust PLC. RENN Capital Group is agent
for the three 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.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, based solely upon a review of reports furnished to us and
written representations that no other reports were required, during the fiscal
year ended December 31, 2004, all filing requirements applicable to officers,
directors and greater than 10% beneficial owners of our common shares under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") were complied with.

EXECUTIVE COMPENSATION

The following table sets forth information for each of our last three
fiscal years with respect to the annual and long-term compensation of the only
individual acting as the Chief Executive Officer during the fiscal year ended
December 31, 2004 and each other executive officer of the Company who served
during any part of 2004 whose annual salary and bonus for the fiscal year ended
December 31, 2004 exceeded $100,000.

· Enlarge/Download Table

Summary Compensation Table

Long Term Compensation
----------------------
Annual Compensation Awards
----------------------------------------- ----------------------

Name Other
and Annual Securities
Principal Compen- Underlying
Position Year Salary($) Bonus($) sation($) Options
--------- ---- --------- -------- --------- ----------

Douglas M. Mitchell(1) 2004 $175,000 -- -- --
Chief Executive Officer, 2003 $175,000 -- -- 200,000
Chief Financial Officer 2002 $175,000 -- -- --
(acting) and President

Thomas Linnenbrink 2004 $145,435 -- -- 30,000
Chief Executive Officer, 2003 $141,200 -- -- 30,000
President and Technical 2002 $135,408 -- -- 30,000
Director of Q-DOT
Subsidiary

Donald G. Carrigan(2) 2004 $136,475 $44,569(3) -- 30,000
Vice President of Sales 2003 $132,500 $29,268(3) -- 30,000
and Marketing 2002 $ 40,625 $42,228(3) -- --

David W. Still(4) 2004 $138,020 -- -- 50,000
Vice President of 2003 $134,000 -- -- 50,000
Engineering 2002 $130,000 -- -- --

(1) Mr. Mitchell became Chief Executive Officer and President on January 1,
1998 and resigned on May 9, 2005.

(2) Mr. Carrigan became Vice President of Sales and Marketing on August 31,
2001 and resigned effective September 2, 2005.

(3) Mr. Carrigan was on a bonus plan that is directly related to net revenue
and department spending.

(4) Mr. Still became Vice President of Engineering on December 3, 2001.

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OPTION GRANT TABLE

The following table sets forth certain information with respect to options
granted by us during the fiscal year ended December 31, 2004 to the individuals
named in the summary compensation table above.

· Enlarge/Download Table

Shares Potential
subject to Market Realizable Value
Shares Options Price at Assumed
Subject to Granted to Exercise per Annual Rate of
Options Employees Price Share on Stock Price
Granted in in Fiscal Year Per Date of Expiration Appreciation for
Name Fiscal Year % of Total Share Grant Date Option Term
-------------------- ----------- -------------- --------- -------- ---------- --------------------
5% 10%
--------------------

Thomas Linnenbrink 30,000(1) 3.02% $1.17 $1.17 01/09/2011 $14,289 $33,300
Donald Carrigan 30,000(2) 3.02% $1.17 $1.17 01/09/2011 $14,289 $33,300
David Still 50,000(3) 5.04% $1.17 $1.17 01/09/2011 $23,815 $55,500

(1) 30,000 options were granted to Mr. Linnenbrink in his capacity as Chief
Executive Officer, President and Technical Director of Q-DOT subsidiary;
these options vest at 1/36th per month over 3 years.

(2) 30,000 options were granted to Mr. Carrigan in his capacity as Vice
President of Sales and Marketing, these options vest at 1/36th per month
over 3 years.

(3) 50,000 options were granted to Mr. Still in his capacity as Vice President
of Engineering, these options vest at 1/36th per month over 3 years.

YEAR-END OPTION TABLE

The following table sets forth, as of December 31, 2004, the number of
shares subject to unexercised options held by the individuals named in the
summary compensation table above. 1,485,278 exercisable options had an exercise
price less than the last sale price of our common stock underlying the options
as reported by the OTC Electronic Bulletin Board on the last trading day of the
fiscal year ended December 31, 2004.

· Enlarge/Download Table

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

Value of Unexercised
Number of Unexercised in-the-money
Options at Fiscal Options
Year-End at Fiscal Year-End
---------------------------- ------------------------------
Shares Value
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise (#) ($) (#) (#) ($) ($)
------------------ ------------- -------- ----------- ------------- ----------- -------------

Douglas Mitchell 300,000 $129,845 736,667 83,333 $196,267 $38,333
Thomas Linnenbrink -- -- 206,667 33,333 $ 13,608 $ 5,292
Donald Carrigan -- -- 278,334 31,666 $ 93,242 $ 4,658
David Still -- -- 297,222 52,778 $ 88,736 $ 7,764

TERMINATION OF EMPLOYMENT ARRANGEMENTS

Incident to Mr. Mitchell's resignation as director, Chief Executive
Officer, President and Chief Financial Officer (acting) of Simtek, and as
Chairman of the Board of Simtek's subsidiary, Q-DOT, Inc., Simtek entered into a
Separation Agreement, dated May 9, 2005 (the "Separation Agreement") with Mr.
Mitchell. The Separation Agreement provides that for six months following the
date of the Separation Agreement, Mr. Mitchell will receive a base salary
(prorated from an annualized base salary of $225,000), and for an additional 12
months following the six months mentioned above, he will receive $1,875 per
month in exchange for providing consulting services to Simtek. Mr. Mitchell's
stock options will continue to vest and his vested stock options will remain
exercisable during the period that he continues to receive his base salary and
during the period that he provides consulting services to Simtek. Promptly
following the date of the Separation Agreement, the Company granted to Mr.
Mitchell 100,000 shares of common stock. The Company has granted 50,000 shares
of common stock to Mr. Mitchell in connection with a certain strategic

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transaction and has also agreed to grant Mr. Mitchell, subject to the terms of
the Separation Agreement, a certain stock bonus in connection with a certain
strategic transaction. The Separation Agreement also contains a mutual release.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 28, 2005, we issued to Renaissance Capital Growth and Income Fund
III, Inc., Renaissance US Growth & Investment Trust PLC and BFSUS Special
Opportunities Trust PLC., which are managed by RENN Capital Group, warrants to
purchase 200,000 shares of our common stock at $0.50 per share with an exercise
period of 5 years. These warrants were issued in exchange for an agreement to
delay making principal redemption installments under the 7.50% Convertible
Debentures issued by Simtek in 2002 in the aggregate principal amount of
$3,000,000. RENN Capital Group is the agent for these three investment funds.
One of our directors, Mr. Robert Pearson, holds the position of Senior Vice
President of RENN Capital Group.

On May 5, 2005, the Company closed a Production and Development Agreement
with Cypress to jointly develop a 0.13-micron Silicon-Oxide-Nitride-Oxide-
Silicon (SONOS) nonvolatile memory process. The Company has agreed to work with
Cypress to add the SONOS nonvolatile capability to Cypress's baseline CMOS
process, which is in production at its Minnesota wafer fabrication plant. The
Company intends to use the technology to produce a family of 4-megabit nvSRAM
and Value-Added-Memory products. In connection with the Production and
Development Agreement, the Company closed a Share Purchase Agreement with
Cypress on May 5, 2005, pursuant to which Cypress purchased 6,740,816 shares of
the Company's common stock for $4,000,000 and acquired a warrant to purchase
5,055,612 shares of the Company's common stock at an exercise price of $0.7772.
The warrant has a ten-year term. The Company also entered into an Escrow
Agreement with Cypress pursuant to which the Company deposited $3 million into
an escrow account in order to support and make certain payments for the
0.13-micron SONOS process and product developments. Mr. Ronald Sartore, one of
our directors, is Vice President of High Speed Serial Interfaces (HSSI) Business
Unit for Cypress' Consumer and Computation Division. Mr. Tom Surrette, one of
our directors, is managing director in Cypress' Memory and Imaging Division.

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTS

We generally require our employees to execute confidentiality and
nondisclosure agreements upon the commencement of employment with us. The
agreements generally provide that all inventions or discoveries by the employee
related to our business and all confidential information developed or made known
to the employee during the term of employment shall be the exclusive property of
us and shall not be disclosed to third parties without the prior approval of us.

DIRECTORS' COMPENSATION

In March 2004, the board of directors approved a new compensation plan for
its directors. Starting March 2004, each director who is not an employee
received $1,500 for attending each meeting of the board of directors, attended
in person, and $500 for each meeting of a committee of the board of directors.
Starting January 1, 2005, each director receives a $10,000 annual stipend; the
stipend is paid quarterly. Until the Company achieves two consecutive quarters
of net profit, the stipend is paid in restricted common stock. The cost per
common share is calculated based on the average closing price of our common
stock during the 20 trading days prior to issuance. Commencing the first quarter
after we have shown two consecutive quarters of audited net profit, the stipend
will be paid in cash. Upon initial appointment or election to the board of
directors, each newly appointed or elected member receives options to purchase
100,000 shares of our common stock. Each member of the board of directors
receives, within the first month of each calendar year, while serving as a
member of the board of directors, a grant of options to purchase 35,000 shares
of our common stock. Along with the above compensation, the Chairman of the
Board also receives $4,000 per calendar quarter. Directors are also reimbursed
for their reasonable out-of-pocket expenses incurred in connection with their
duties to us.

During the fiscal year ended December 31, 2004: 100,000 and 29,167 stock
options were granted to Mr. Ronald Sartore at $1.34 and $1.16 per share,
respectively, the market price on the date of grant; 100,000 and 29,167 stock
options were granted to Mr. Alfred Stein at $1.34 and $1.16 per share,
respectively, the market price on the date of grant; 26,250 stock options were
granted to each of Mr. Harold Blomquist, Dr. Robert Keeley and Mr. Robert
Pearson at $1.16 per share, the market price on the date of grant.

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We have adopted a Code of Business Conduct and Ethics that applies to our
Chief Executive Officer, the Chief Financial Officer, and the Controller, as
well as to our directors and employees. The Code of Business Conduct and Ethics
can be found at our Internet website at www.simtek.com.

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of our previous
or future filings with the SEC that might incorporate this proxy statement, in
whole or in part, the following report of the Audit Committee shall not be
deemed to be "soliciting materials" or "filed" or incorporated by reference in
our filings with the SEC, or subject to the liabilities of Section 18 of the
Exchange Act, except to the extent that we specifically incorporate it by
reference into a document filed under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act.

THE AUDIT COMMITTEE

As of the date of this proxy statement, the Audit Committee of the Board
(the "Audit Committee") was composed of two (2) directors appointed by the
Board. All of the committee members, Mr. Keeley and Mr. Stein satisfy the
independence requirements of the Audit Committee Policy of the Nasdaq Stock
Market, Inc. and Mr. Keeley has been designated by the Board as the Audit
Committee's "financial expert." For a description of Mr. Keeley's relevant
experience, please see his biographical information contained in Proposal 1 of
this Proxy Statement. On March 24, 2003, the Board adopted a written charter for
the Audit Committee (the "Charter").

Management is responsible for the preparation, presentation, and integrity
of the Company's financial statements, accounting and financial reporting
principles, internal controls and procedures designed to ensure compliance with
accounting standards, applicable laws and regulations. The Company's independent
accountants, Hein & Associates LLP, are responsible for performing an
independent audit of the financial statements and expressing an opinion on the
conformity of those financial statements with generally accepted accounting
principles.

The Audit Committee's primary responsibilities are to:

1. monitor the integrity of the Company's financial reporting process and
the Company's systems of internal accounting and financial controls
regarding finance, accounting, and legal compliance;

2. monitor the independence and performance of the Company's external
auditors;

3. provide an avenue of communication among the independent auditors,
management, and the Board;

4. pre-approve all audit and permitted non-audit services; and

5. develop procedures for receiving, on an anonymous basis, and
responding to concerns about the Company's accounting and auditing
practices.

REVIEW OF FISCAL YEAR 2004 FINANCIAL STATEMENTS

In connection with its review of the Company's Fiscal Year 2004 Financial
Statements, the Audit Committee has:

(1) reviewed and discussed the audited financial statements with
management;

(2) discussed with Hein & Associates LLP, the Company's independent
accountants, the matters required to be disclosed by SAS 61, as
modified and supplement; and

(3) received from Hein & Associates LLP the written disclosures and letter
required by Independence Standards Board Standard No. 1 ("ISB 1") and
discussed with Hein & Associates LLP its independence.

Based upon the review and discussions described above, the Audit Committee
recommended to the Board that the audited financial statements for fiscal year
ended December 31, 2004 be included in the Company's 2004 Annual Report on Form
10-KSB/A.

BY THE AUDIT COMMITTEE OF THE BOARD:
Robert Keeley
Alfred Stein

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board establishes and recommends the
Chief Executive Officer's compensation levels to the Board of Directors and
reviews certain aspects of executive compensation.

The Committee is currently responsible for setting the Company's policies
regarding compensation for the Chief Executive Officer, administering the
Company's stock option plan and setting compensation levels for the Company's
Board of Directors.

COMPENSATION PHILOSOPHY

The general philosophy of the Compensation Committee is to provide
executive compensation designed to attract, retain, and motivate executives
critical to the Company's long-term growth and profitability. Compensation of
the Chief Executive Officer consists of base salary and bonus awards, and
long-term compensation consisting of stock options.

The primary components of compensation paid to the Chief Executive Officer
are discussed below:

ANNUAL COMPENSATION

Base Salary

The Committee periodically reviews and approves the base salary paid to the
Chief Executive Officer. Adjustments to base salaries are determined based upon
a number of factors, including the Company's financial and strategic performance
(to the extent such performance can fairly be attributed or related to
executive's performance), as well as the nature of executive's responsibilities,
capabilities and contributions. The Compensation Committee believes that the
base salary of the Chief Executive Officer is comparable to the base salaries of
chief executive officers of other companies in the Company's industry that are
of similar size and situation.

Annual Incentive Bonus

The Company's Annual Incentive Bonus Plan provides for the payment of cash
bonuses based on the Company's financial and strategic performance in relation
to predetermined objectives and individual executive performance for the year
then ended. Based on the Company's performance, no bonuses were paid during
2004.

LONG-TERM COMPENSATION

Equity Based Compensation

The Compensation Committee grants to the executive officers, including the
Chief Executive Officer, options to purchase shares of the Company's common
stock under the Company's stock option plan that was adopted by the Company in
1994. These options are granted at an exercise price equal to the close price of
the common stock on the date of grant, begin vesting after six months after the
date of grant, will become fully vested after three years and expire seven years
from date of grant. The objective of these grants is to align the interests of
the executive officers with those of shareholders because stock options produce
value for the executive officers only if the Company's stock appreciates in
value.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

During 2004, the Company's Chief Executive, Mr. Mitchell, received a base
annual salary of $175,000. Mr. Mitchell's base salary for each of the years
ended December 31, 2004, 2003, and 2002 was $175,000. Since 1998, changes in Mr.
Mitchell's salary have been reviewed by the Compensation Committee annually. Due
to the Company's financial performance, Mr. Mitchell's base salary did not
increase and he was awarded no bonuses or stock options during 2004.

BY THE COMPENSATION COMMITTEE OF THE BOARD:

Robert Pearson
Ronald Sartore
Douglas Mitchell (through May 2005)
Harold Blomquist (beginning May 2005)

The report of the Compensation Committee and the information contained
therein shall not be deemed to be "solicited material" or "filed" or
incorporated by reference in any filing we make under the Securities Act or
under the Exchange Act, irrespective of any general statement incorporating by
reference this Proxy Statement into any such filing, or subject to the
liabilities of Section 18 of the Exchange Act, except to the extent that we
specifically incorporate this information by reference into a document we file
under the Securities Act or the Exchange Act.

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COMPANY STOCK PRICE PERFORMANCE

The graph below compares the percentage change in the cumulative total
return to our shareholders during the period from December 31, 1999 to December
31, 2004 with the percentage change in the cumulative total return for the S&P
SmallCap 600 index and the PHLX Semiconductor Sector Index, or SOXX. The graph
assumes the investment on December 31, 1999 of $100 in Simtek's common stock and
each of the foregoing indices, and that dividends, if any, were reinvested in
all cases. The stock price performance shown on the graphs is not necessarily
indicative of future price performance.

CUMULATIVE TOTAL RETURN
Based upon initial investment of $100 on December 31, 1999
with dividends reinvested

[GRAPH OMITTED]

Total Return Analysis

· Download Table

12/31/99 12/29/00 12/31/01 12/31/02 12/31/03 12/31/04
-------- -------- -------- -------- -------- --------

Simtek Corporation $100 $117 $145 $55 $414 $207
SOXX $100 $82 $74 $41 $72 $62
S&P SmallCap 600 $100 $112 $119 $102 $141 $173

The preceding graph and table shall not be deemed to be "solicited material" or
"filed" or incorporated by reference in any filing we make under the Securities
Act or under the Exchange Act, irrespective of any general statement
incorporating by reference this Proxy Statement into any such filing, or subject
to the liabilities of Section 18 of the Exchange Act, except to the extent that
we specifically incorporate this information by reference into a document we
file under the Securities Act or the Exchange Act.

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PROPOSAL 2 - APPOINTMENT OF

INDEPENDENT ACCOUNTANTS

Hein & Associates LLP served as the Company's principal accountants for the
fiscal year ended December 31, 2004, and the Board has selected Hein &
Associates LLP as the Company's principal accountants for the 2005 fiscal year.
Management of the Company does not expect representatives of Hein & Associates
LLP to be present at the Annual Meeting.

AUDIT FEES

Simtek was billed an aggregate of approximately $86,000 and approximately
$55,000 in fees for professional services rendered during the fiscal years ended
December 31, 2004 and December 31, 2003, 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-QSB for
such fiscal years and statutory and regulatory filings or engagements for such
years.

AUDIT-RELATED FEES

Simtek was billed $4,500 and $0 for assurance and related fees by Hein &
Associates LLP during the fiscal years ended December 31, 2004 and December 31,
2003, respectively.

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, 2004 and December 31,
2003.

TAX FEES

Simtek was billed an aggregate of $15,200 and $14,000 in fees for
professional services rendered during the fiscal year ended December 31, 2004
and December 31, 2003, respectively, for tax compliance, tax advice, and tax
planning. 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.

PRE-APPROVAL POLICIES AND PROCEDURES

Pre-approval of the independent auditor's services was not required under
applicable rules and regulations prior to 2003. In 2003, audit and audit-related
services, tax services, and other services were required to be 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.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF HEIN & ASSOCIATES LLP, INDEPENDENT AUDITORS, AS AUDITORS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2005.

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SHAREHOLDER PROPOSALS

Proposals that shareholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than August 24, 2006. If next year's annual meeting is held on a date more than
30 calendar days from October 27, 2006, a shareholder proposal must be received
by a reasonable time before the Company begins to print and mail its proxy
solicitation materials. A shareholder proposal or nomination for director for
consideration at the 2006 annual meeting but not included in the proxy statement
and proxy must be received by the Company no later than 30 days prior to the
first anniversary of the initial notice of the Annual Meeting, provided that
such proposal need not be given more than 50 days prior to the first anniversary
of the initial notice of the Annual Meeting. The procedures for submitting a
shareholder proposal or nomination not included in the proxy statement and proxy
are more fully described in the Company's bylaws. Any shareholder proposals will
be subject to the requirements of the proxy rules adopted by the SEC.

ADDITIONAL INFORMATION

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB/A FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004 FILED WITH THE SEC WILL BE FURNISHED WITHOUT THE ACCOMPANYING
EXHIBITS TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO
SIMTEK CORPORATION AT 4250 BUCKINGHAM DR. #100, COLORADO SPRINGS, COLORADO
80907. Each such request must set forth a good faith representation that as of
the Record Date the person making the request was the beneficial owner of common
stock of the Company entitled to vote at the Annual Meeting. We are subject to
the informational requirements of the Exchange Act and in accordance therewith
file reports, proxy, and information statements, and other information with the
SEC. Such reports, proxy, and information statements, and other information we
file can be inspected and copied at the public reference facilities maintained
by the SEC at 450 Fifth Street, N.W., Washington, D.C. Copies of such materials
can be obtained from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC maintains a
World Wide Web site that contains reports, proxy, and information statements,
and other information filed through the SEC's Electronic Data Gathering,
Analysis and Retrieval System. This Web site can be accessed at
http://www.sec.gov.

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PROXY

Simtek Corporation
4250 Buckingham Dr. #100
Colorado Springs, CO 80907

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, Harold A. Blomquist, Chief Executive Officer,
and Brian Alleman, Chief Financial Officer, and each of them individually, the
proxies of the undersigned, with full power of substitution, to vote, at the
Annual Meeting of Shareholders of Simtek Corporation (the "Company") to be held
October 27, 2005 and all adjournments thereof, all shares of Common Stock of the
Company held of record by the undersigned as of September 12, 2005 as follows:

1. ELECTION OF DIRECTORS

Nominees: Harold Blomquist Robert Pearson

[ ] FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES

FOR, except vote withheld from the following nominee (s):

( )
----------------------------------------------------------------
List of Nominees

2. RATIFICATION OF SELECTION OF AUDITORS

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies appointed hereby are authorized to vote upon
such other business as may properly come before the meeting. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is indicated, this Proxy will be voted FOR Proposal
1 and 2 above.

DATED: , 2005
------------------------------------------

(Signature)

NOTE: Please sign in the same manner as name(s) appear below. Joint owners
should both sign. Fiduciaries, attorneys, corporate officers, etc., should
indicate their capacities.

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Simtek Corp · DEFR14A · On 9/22/05

Filed On 9/22/05 2:18pm ET · SEC File 0-19027 · Accession Number 1014909-5-114

Revised Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Revised Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents