Simtek Corp (SMTK)

[jonesieatl]

The wording of 'Cypress' interest'

http://www.sec.gov/Archives/edgar/data/817516/000119312508020841/dsc13da.htm

Excerpted:

Item 4: Purpose of the Transaction

Cypress’ original purchase of the Common Stock and the Warrants was part of a joint product development relationship between Cypress and Issuer.

(My note: Boilerplate from previous agreements follows IMO:)

"Cypress intends, at any time or from time to time, to monitor and assess its investment in Issuer including assessing (i) relevant business developments, competitive and strategic matters and prevailing industry and market conditions, (ii) the value and price of the Common Stock, (iii) the financial condition, operations, prospects, capital structure and management of Issuer, and (iv) other factors which Cypress, in its sole determination, believes may create the opportunity and/or desirability to alter the relationship between Cypress and Issuer. On the basis of such assessments (or such other factors as Cypress, in its sole discretion, deems appropriate), Cypress may at any time and from time to time take such actions with respect to its investment in Issuer as it deems appropriate, including, without limitation, (i) purchasing additional Common Stock or other securities of Issuer, (ii) selling some or all of any securities of Issuer held by Cypress, (iii) proposing a transaction that would result in a merger, reorganization, liquidation or change of control of Issuer or a sale or transfer of assets of Issuer to Cypress or otherwise (including, in connection therewith, causing the securities of Issuer to be delisted or ceased to be authorized to be quoted on applicable securities exchanges or inter-dealer quotation systems and/or becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended), (iv) proposing changes to the present board of directors or management of Issuer, or (v) otherwise changing its intention with respect to any of the matters referenced in this Item 4."

(Cypress' actual comment re: interest in Simtek:)

"In this regard, on February 4, 2008, Cypress determined to explore a potential acquisition of the Company or substantially all of its outstanding equity securities and contacted representatives of the Company to discuss such a transaction. Such explorations and discussions could result in a transaction in which Cypress obtains control of the Company through a merger, acquisition of stock or otherwise or could result in a purchase of a division or business of the Company. However, there can be no assurance that any transaction will occur."