Simtek Corp - Current report filing (8-K)
June 05 2008 - 3:35PM
Edgar (US Regulatory)
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)
May 30,
2008
Simtek Corporation
(Exact Name of Registrant as Specified in
Charter)
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|
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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
5.02(e).
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
May 30, 2008, the Compensation Committee (the Committee) of the Board of
Directors of Simtek Corporation (the Company) adopted an Executive Incentive
Compensation Plan (the Plan) pursuant to which participating executive
officers of the Company will be eligible to earn an annual cash bonus based on
the achievement of certain predefined goals and objectives relating to the
Company. The goal of the Plan is to use effectively defined and managed
compensation to enable the Company to effectively recruit, reward and retain key
executives. The material terms of the Plan are described below.
Under
the Plan, each executive officer has a target incentive amount based on a
specified percentage of his annual base salary (prorated in the case of an
executive not employed for the full year). The Plan contains the following
target incentive amounts for the named executive officers for 2008:
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2008 Base Salary
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Target Incentive (% of Base Salary)
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Harold
Blomquist
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$325,000
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50%
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Brian
Alleman
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$225,000
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50%
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Ronald
Sartore
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$225,000
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33%
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The
remaining participants have target incentive amounts at 50% of their base
salaries. Upon completion of 100% of an executives goals against which he
is measured, that executive will be eligible to earn the amount specified as his
target incentive. A lump sum payment under the Plan will be paid in or
around March, 2009.
The
determination of actual bonus amounts will be based on the following
factors:
·
On
Time Delivery
·
Product
Revenue
·
Ex-item
Net Income
·
R&D
Points
·
Design
Win Points
·
Cash
Position
·
Gross
Profit Margin %
·
Failure
Analysis Response Time
·
Business
Development Initiatives
·
Discretionary
Incentive
Each
criteria is assigned a minimum threshold value that once achieved begins to
contribute to the executives earned incentive compensation. Certain
factors such as strategic initiatives are inherently variable and the Committee
will exercise discretion in the final determination of their value. In
addition, the Committee will use its discretion in setting the final incentive
compensation payout amounts. Each executives earned incentive
compensation will then be subject to a multiplier based on the Companys
adjusted net income. The multiplier will be either zero (in which case
there will be no incentive compensation paid), 1.0 or 1.25.
The
description of the Plan is qualified in its entirety by the actual terms of the
Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item
9.01(d).
Financial
Statements and Exhibits
|
|
Exhibit
Number
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Description
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10.1
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Executive
Incentive Compensation Plan
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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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June
5, 2008
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/s/
Brian Alleman
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BRIAN
ALLEMAN
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Executive
Incentive Compensation Plan
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