UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Simtek Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829204106
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(CUSIP Number)
Gib Bend XXVII Investments, L.P.
3401 Armstrong Avenue
Dallas, TX 75205-4100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
CUSIP No. 829204106
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Big Bend XXVII Investments, L.P.
I.R.S. Identification No. 83-0442949
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER: 14,375,000
NUMBER OF -----------------------------------------------------------------
UNITS
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 14,375,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,375,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% (1)
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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(1) Based on 146,920,823 shares reported by Simtek Corporation to be outstanding
as of March 31, 2006.
Page 2 of 5
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.01 per share,
("Common Stock") of Simtek Corporation, a corporation organized under the laws
of the state of Colorado ("Simtek"). Simtek's principal executive offices are
located at 4250 Buckingham Drive #100, Colorado Springs, Colorado 80907.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Big Bend XXVII Investments, L.P. ("Big
Bend").
(b) and (c) Big Bend's business address is 3401 Armstrong Avenue, Dallas,
TX 75205-4100. Big Bend is organized under the laws of the state of Texas. Big
Bend is a partnership involved in the business of making financial investments.
2M Companies, Inc. is the general partner of Big Bend. Set forth below is the
name, position and present principal occupation of each director and executive
officer of 2M Companies, Inc. Except as otherwise indicated, the business
address of each such person is 3401 Armstrong Avenue, Dallas, TX 75205-4100, and
each such person is a citizen of the United States.
Directors or General Partner
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Name Principal Occupation
---- --------------------
Morton H. Meyerson Chairman and CEO
Executive Officers or General Partner
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Name Title
---- -----
Morton H. Meyerson Chairman and CEO
Katherine Belew Vice President
Terry Pendleton Vice President
Rick Slaven Vice President
Janice Nethery Secretary
Steve Leeke Vice President
(d) and (e) Neither Big Bend, 2M Companies, Inc. nor any of 2M Companies,
Inc.'s directors or executive officers has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On December 30, 2005 Big Bend purchased 14,375,000 shares of Simtek's
Common Stock for $2,300,000. All purchases were paid in cash from Big Bend's
working capital. No funds were borrowed by Big Bend in order to complete his
acquisition of the Common Stock. Item 4. Purpose of Transaction The purchase of
the Common Stock reported in this Schedule 13D was made for the purpose of
making an investment in Simtek.
Page 3 of 5
(a). Not applicable.
(b). Not applicable.
(c). Not applicable.
(d). Not applicable.
(e). Not applicable.
(f). Not applicable.
(g). Not applicable.
(h). Not applicable.
(i). Not applicable.
(j). Other than as described above, Big Bend currently has no plan or
proposals that relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although Big Bend reserves the
right to develop such plans).
Item 5. Interest in Securities of the Issuer
(a) Big Bend is the beneficial owner of 14,375,000 shares of Common Stock,
which represents approximately 9.8% of the Common Stock (based on the number of
shares outstanding as of March 31, 2006, as represented by Simtek in its
prospectus dated April 28, 2006).
(b) Big Bend holds the sole power to vote and dispose of the 14,375,000
shares of Common Stock that it beneficially owns.
(c) Other than the transactions described herein, Big Bend has not effected
any transaction in the Common Stock during the past 60 days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the 14,375,000
shares of Common Stock that are beneficially owned by Big Bend.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Big Bend and Simtek are parties to a Securities Purchase Agreement, dated
December 30, 2005. Big Bend and Simtek are parties to a Registration Rights
Agreement, dated December 30, 2005, pursuant to which Simtek granted Big Bend
certain registration rights to facilitate the transfer of the Common Stock owned
by Big Bend. Both agreements were filed in connection with the 8-K filed by
Simtek on January 3, 2006.
Item 7. Material to Be Filed as Exhibits
A. Share Purchase Agreement, dated December 30, 2005, among the Purchasers
named therein (including Big Bend), incorporated by reference from Simtek's
(SEC File No. 000-19027) Form 8-K/A filed on April 26, 2006.
B. Registration Rights Agreement, dated December 30, 2005, among the
Purchasers named therein (including Big Bend), incorporated by reference
from Simtek's (SEC File No. 000-19027) Form 8-K filed on January 3, 2006.
Page 4 of 5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Big Bend XXVII Investments, L.P.
Date: May 18, 2006
By: 2M Companies, Inc., General Partner
By: /s/ Morton H. Meyerson
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Morton H. Meyerson
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