UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
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Filed
by the Registrant
x
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Filed
by a Party other than the Registrant
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Check the
appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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Simtek
Corporation
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(Name of Registrant as Specified In
Its Charter)
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(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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Payment of
Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with
preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement
No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Persons who are to
respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
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_______________________________________________________________________________
4250 Buckingham Drive, Suite 100
Colorado Springs, CO 80907
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS
and
NOTICE
OF ANNUAL MEETING
June 19, 2008
Proxy materials for the 2008 Annual Meeting of Shareholders of
Simtek Corporation are now available on the Internet.
Important information
regarding the Internet availability of the Company’s proxy materials,
instructions for accessing your proxy materials and voting online and
instructions for requesting paper or e-mail copies of your proxy materials are
provided on the reverse side of this Notice.
To the Shareholders
of Simtek Corporation:
The
2008 annual meeting of shareholders of Simtek Corporation, a Delaware
corporation (“Simtek” or the “Company”), will be held at 2:00 p.m., local time,
on June 19, 2008, at The Embassy Suites Hotel, 7290 Commerce Center Drive,
Colorado Springs, Colorado 80919. Simtek is holding the 2008 annual meeting for
the following purposes:
(i)
to
consider and vote on a proposal to elect five directors to Simtek’s board of
directors, each to serve until the 2009 annual meeting of shareholders and until
their successors have been duly elected and qualified;
(ii)
to
consider and vote on a proposal to ratify the selection of Hein &
Associates LLP as Simtek’s independent registered public accounting firm for the
year ending December 31, 2008; and
(iii)
to
transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on April 24,
2008, the record date for the meeting, will be entitled to notice of, and to
vote at, the annual meeting. 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. Whether or not you expect to be present at
the meeting, please vote your shares by following the instructions on the
accompanying proxy card. If your shares are held in the name of a bank, broker
or other recordholder, their voting procedures should be described on the voting
form they send to you. Any person voting by proxy has the power to revoke it at
any time prior to its exercise at the meeting in accordance with the procedures
described in the accompanying proxy statement.
Simtek’s
board of directors believes that the proposals are advisable to and in the best
interests of Simtek’s shareholders and unanimously recommends that you vote in
favor of the proposals.
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Shareholders are cordially invited to attend the Annual
Meeting and vote in person.
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To
obtain directions to attend the Annual Meeting and vote in person, please call
Shareholder Relations at (719) 531-9444.
You
May Vote Your Proxy When You View The Material On The Internet.
You
Will Be Asked To Follow The Prompts To Vote Your Shares.
Your electronic vote
authorizes the named proxies to vote your shares in the same manner as if you
marked, signed, dated and returned the proxy card.
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Vote Your Proxy on the Internet
Go
to
www.cstproxy.com/simtek/2008
Have your proxy card
available when you access the above website. Follow the prompts to vote
your shares
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COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
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You
will need your COMPANY ID, PROXY NUMBER & ACCOUNT NUMBER in order to
access your proxy materials online, vote online or request to receive a
paper or email copy of your proxy materials.
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The
Proxy Materials are available for review at:
www.cstproxy.com/simtek/2008
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______________________________________________________________________________
SIMTEK CORPORATION
_______________________
In
accordance with rules and regulations recently adopted by the Securities and
Exchange Commission, instead of mailing a printed copy of our proxy materials,
including our annual report to stockholders, to each stockholder of record, we
may now furnish stockholders materials on the Internet. On or about April 30,
2008, we mailed to our stockholders a Notice of Internet Availability of Proxy
Materials containing instructions on how to access this proxy statement and our
annual report and vote online. If you received the notice by mail, you will not
automatically receive a printed copy of our proxy materials or annual report.
Instead, the notice instructs you as to how you may access and review all of the
important information contained in the proxy materials. The notice also
instructs you as to how you may submit your proxy. If you received the notice by
mail and would like to receive paper copies or electronic copies via email of
our proxy materials, you should follow the instructions for requesting such
materials included in the notice.
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Important Notice Regarding the Availability of Proxy
Materials
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for the Annual Meeting to be Held on June 19,
2008
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This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. We encourage you to access and review
all of the information contained in the proxy materials before voting.
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The
Company’s Proxy Statement and Annual Report to Shareholders are available
at:
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www.cstproxy.com/simtek/2008
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If
you want to receive a paper or e-mail copy of these documents, you must request
one. There is no charge to you for requesting a copy. Please make your request
for a copy as instructed below on or before June 9, 2008 to facilitate timely
delivery.
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The
following proxy materials are available for you to review online at
www.cstproxy.com/simtek/2008
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the
Notice and Proxy Statement for the Annual Meeting;
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the
Proxy Card;
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the
Company’s Annual Report to Shareholders for the year ended December 31,
2007.
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ACCESSING YOUR PROXY MATERIALS ONLINE
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If
you have access to the Internet, you can view your proxy materials
and
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complete
the voting process in a few easy steps:
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Step
1:
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Go
to
www.cstproxy.com/simtek/2008
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Step
2:
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Click
the appropriate button to view the Company’s proxy
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materials.
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Step
3:
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Make
your selection as instructed to choose your delivery
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preferences
and to VOTE.
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Step
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Follow
the instructions on the screen to log in.
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You will not
be required to provide any identifying information other than
your
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COMPANY ID,
PROXY NUMBER and ACCOUNT NUMBER to complete the
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voting
process online.
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OBTAINING A FREE PAPER OR E-MAIL COPY OF
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THE PROXY MATERIALS
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If
you prefer, you may request to receive your proxy materials for the Annual
Meeting
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or
for future annual meetings of the Company’s shareholders on paper or via
e-mail in
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any
of the following ways:
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Telephone:
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Call
us toll-free at (888)221-0690.
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Internet:
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Go
to
www.cstproxy.com/simtek/2008
and request a printed version
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of
the materials.
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E-mail:
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Send
a message to
proxy@continentalstock.com
with SIMTEK
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in
the subject field and include your registered holder name,
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address
and COMPANY ID, PROXY NUMBER and
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ACCOUNT
NUMBER.
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