SMTK Simtek Corp (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

SIMTEK CORPORATION

(Name of subject company (Issuer))

 

 

CYPRESS SEMICONDUCTOR CORPORATION

COPPER ACQUISITION CORPORATION

(Name of Filing Persons (Offerors))

 

 

 

Common Stock, $0.0001 par value per share		829204106
(Title of classes of securities)		(CUSIP number of common stock)

T. J. Rodgers

President and Chief Executive Officer

Cypress Semiconductor Corporation

Chief Executive Officer

198 Champion Court

San Jose, California 95134

(408) 943-2600

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

 

 

Copies to:

 

Todd Cleary, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (650) 493-9300		Jason P. Sebring, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation One Market Street Spear Tower, Suite 3300 San Francisco, CA 94105 (415) 947-2000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee*
Not applicable*		Not applicable*

 

 

 

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid:		N/A				Filing Party:		N/A
Form of Registration No.:		N/A				Date Filed:		N/A

 

x	Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x	third party tender offer subject to Rule 14d-1

 

¨	issuer tender offer subject to Rule 13e-4

 

¨	going private transaction subject to Rule 13e-3

 

¨	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

 

 

 

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The following presentation was presented to Simtek employess at a meeting held on August 1, 2008.

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The following email was circulated to all Simtek employees on August 1, 2008.

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CYPRESS SEMICONDUCTOR CORPORATION

Internal Correspondence

Dear Simtek Employee,

Today we announced that Cypress has signed a definitive agreed to acquire Simtek for approximately $46M or $2.60 per share. This acquisition is subject to customary closing conditions and regulatory approvals and is expected to be finalized in or prior to the fourth calendar quarter of 2008.

As many of you know, Cypress is one of the leading suppliers of static memory devices in the semiconductor industry today, having served this market for more than 25 years. It is also a leading supplier of USB and capacitive sensing based solutions and continues to grow and renew its business with its programmable product offerings including its PSoC ^® ( P rogrammable S ystem- o n- C hip) device.

We are excited about the potential merger of these two companies, which we believe will help strengthen and expand the Cypress portfolio in the area of high-speed, nonvolatile memory solutions. This is a relatively new and growing market segment that continues to demand higher performance, higher density, increased speeds and near-infinite endurance, along with the high quality and reliability standards that we believe jointly we can provide.

Applications for these standalone nvSRAM and future embedded products range from desktop computing, server and storage systems, to industrial controls, medical and automotive-based solutions and even into the gaming and military product sectors. There are truly a wide range of applications and implementations where our “Secure Storage” solutions will provide significant value to our customers.

We believe the joint efforts of our companies will result in better customer-focused products and will enable a higher level of competition with the alternative technologies in this space. Both companies have been focused and committed to producing a CMOS-based, highly scalable and easily integrated solution, to solve our customer’s nonvolatile needs. We are confident that the Simtek nvSRAM and Cypress SONOS processing and manufacturing leadership are the answers to this need. Alternative technologies utilizing FRAM, MRAM or battery-based technologies will just not be able to compete with our density, power, scaling and integration capabilities.

We thank the Simtek leadership team for working with Cypress through this tender offer process and are looking forward to the next steps in our engagement with Simtek. Thanks for your time, support and patience.

Regards,

Bob Dunnigan

VP NVP Business Unit

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Additional Information and Where to Find it:

The tender offer for the outstanding common stock of Simtek has not yet commenced. This memorandum is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Simtek common stock will be made only pursuant to an offer to purchase and related materials that Cypress intends to file with the SEC on Schedule TO. Simtek also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. Simtek stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. Simtek stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC’s Web site at www.sec.gov, from the Information Agent named in the tender offer documents, from Cypress (with respect to documents filed by Cypress with the SEC), or from Simtek (with respect to documents filed by Simtek with the SEC).