UNITED STATES




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: April 11, 2008



Simtek Corporation

(Exact Name of Registrant as Specified in Charter)



Delaware

(State or other jurisdiction

of incorporation)

0-19027

(Commission

File Number)

84-1057605

(IRS Employer

Identification #)


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

(Address of Principal Executive Office)


(719) 531-9444

(Registrant’s telephone number, including area code)


[ ]

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 240.14d-2(b))


[ ]

Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))















Item 8.01:

Other Events


On April 11, 2008, Simtek Corporation (the “Company”) issued a press release to : (a) confirm that it had received a proposal from Cypress Semiconductor Corporation (“Cypress”) to acquire the Company for $2.20 per share in cash; and (b) announce that the Board of Directors of the Company had rejected the proposal from Cypress.  A copy of the press release is included herewith as Exhibit 99.1.  


Item 9.01:

Financial Statements and Exhibits


(d)

Exhibits


Exhibit Number

Description


99.1

Press release of the Company, dated April 11, 2008, titled “Simtek Board Rejects Proposal from Cypress Semiconductor as Not In Stockholders’ Best Interests.”



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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.



SIMTEK CORPORATION



By:        /s/ Brian Alleman

Brian Alleman, Chief Financial Officer



April 11, 2008




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EXHIBIT INDEX

Exhibit Number

Description


99.1

Press release of the Company, dated April 11, 2008, titled “Simtek Board Rejects Proposal from Cypress Semiconductor as Not In Stockholders’ Best Interests.”











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