UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY  REPORT  UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                               For the quarterly period ended September 30, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


                               SIMTEK CORPORATION
--------------------------------------------------------------------------------
         (Exact name small business issuer as specified in its charter)

           Colorado                                              84-1057605
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

      1465 Kelly Johnson Blvd. Suite 301; Colorado Springs, Colorado 80920
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (719) 531-9444
--------------------------------------------------------------------------------
                           (issuer's telephone number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
            Yes  X       No
                ---         ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

Class                                            Outstanding at November 3, 2000
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                            48,942,163



<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                      For Quarter Ended September 30, 2000

PART 1. FINANCIAL INFORMATION

    ITEM 1                                                                 Page

              Balance Sheets as of September 30, 2000 and
              December 31, 1999                                              3

              Statements of Operations for the three months and nine
              months ended September 30, 2000 and 1999                       4

              Statements of Cash Flows for the nine months ended
              September 30, 2000 and 1999                                    5

              Notes to Financial Statements                                6-7

    ITEM 2

              Management's Discussion and Analysis of Results of
              Operations and Financial Condition                           8-11

PART II. OTHER INFORMATION

    ITEM 1    Legal Proceedings                                             12

    ITEM 2    Changes in Securities                                         12

    ITEM 3    Defaults upon Senior Securities                               12

    ITEM 4    Matters Submitted to a Vote of Securities Holders             12

    ITEM 5    Other Information                                             12

    ITEM 6    Exhibits and Reports on Form 8-K                              12

SIGNATURES                                                                  13



<PAGE>
<TABLE>
<CAPTION>


                                                SIMTEK CORPORATION

                                                  BALANCE SHEETS
                                                    (unaudited)
              ASSETS
              ------
                                                                             September 30, 2000       December 31, 1999
                                                                            -------------------       -----------------
<S>                                                                          <C>                       <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $        3,098,267        $      2,180,649
   Certificate of deposit, restricted......................................             300,000                 400,000
   Accounts receivable - trade, net........................................           1,510,484               1,146,631
   Inventory, net .........................................................             739,183               1,015,620
   Prepaid investor relations..............................................             988,233                       -
   Prepaid expenses and other..............................................             129,584                  36,117
                                                                             ------------------------------------------

       Total current assets................................................           6,765,751               4,779,017
EQUIPMENT AND FURNITURE, net...............................................             691,594                 679,938
PATENT AND TRADEMARKS......................................................             125,000                      -
OTHER ASSETS...............................................................                   -                  49,425
                                                                             ------------------------------------------

TOTAL ASSETS...............................................................  $        7,582,345        $      5,508,380
                                                                             ==========================================

       LIABILITIES AND SHAREHOLDERS' EQUITY
       ------------------------------------

CURRENT LIABILITIES:
   Accounts payable .......................................................  $          612,430        $        969,679
   Accrued expenses........................................................             374,825                 157,908
   Accrued wages...........................................................             326,533                 228,306
   Accrued vacation payable................................................             102,022                  83,688
   Customer Deposits.......................................................              65,391                 100,474
   Obligation under capital leases.........................................              46,277                  51,115
   Short term debt.........................................................              20,000                  31,142
   Payable to ZMD..........................................................                   -                 130,153
                                                                             ------------------------------------------
       Total current liabilities...........................................           1,547,478               1,752,465
                                                                             ------------------------------------------

CONVERTIBLE DEBENTURES.....................................................                  -                1,500,000
NOTES PAYABLE..............................................................                  -                  100,000
OBLIGATION UNDER CAPITAL LEASES............................................             165,914                 190,544
                                                                             ------------------------------------------
       Total liabilities...................................................           1,713,392               3,543,009

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................                  -                       -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       48,942,163 and 33,205,226 shares issued and outstanding
       at September 30, 2000 and December 31, 1999, respectively...........            489,421                 332,052
   Additional paid-in capital..............................................         37,343,790              30,079,777
   Accumulated deficit.....................................................        (31,964,258)            (28,446,458)
                                                                             -----------------------------------------
   Shareholder's equity....................................................          5,868,953               1,965,371
                                                                             -----------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $       7,582,345         $     5,508,380
                                                                             =========================================

                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                     -3-

<PAGE>
<TABLE>
<CAPTION>
                                                          SIMTEK CORPORATION

                                                       STATEMENTS OF OPERATIONS
                                                              (unaudited)


                                                           Three Months Ended September 30,          Nine Months Ended September 30,
                                                           --------------------------------         -------------------------------
                                                                2000               1999                   2000             1999
                                                                ----               ----                   ----             ----
<S>                                                        <C>               <C>                    <C>              <C>
NET SALES...............................................   $    2,996,470    $    1,782,544         $    9,220,772   $    5,443,359

     Cost of  sales.....................................        1,884,683         1,260,199              5,664,717        3,562,028
                                                           ------------------------------------------------------------------------

GROSS MARGIN............................................        1,111,787           522,345              3,556,055        1,881,331

OPERATING EXPENSES:
     Design, research and development...................        4,816,352           386,946              5,647,835        1,206,987
     Administrative.....................................          249,980           104,113                620,991          344,742
     Marketing..........................................          327,901           269,475                869,669          724,606
                                                           ------------------------------------------------------------------------

         Total Operating Expenses.......................        5,394,233           760,534              7,138,495        2,276,335

LOSS FROM OPERATIONS....................................       (4,282,446)         (238,189)            (3,582,440)        (395,004)
                                                           ------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net...............................           38,538           (13,177)                66,583          (38,579)
     Other income (expense), net........................            8,219               937                  9,658          (20,508)
                                                           -------------------------------------------------------------------------

         Total other income (expense)...................           46,757           (12,240)                76,241          (59,087)
                                                           -------------------------------------------------------------------------

NET LOSS BEFORE TAXES...................................       (4,235,689)         (250,429)            (3,506,199)        (454,091)

     Provision for income taxes.........................                -                 -                 11,600                -
                                                           ------------------------------------------------------------------------

NET LOSS................................................   $   (4,235,689)   $     (250,429)        $   (3,517,799)  $     (454,091)
                                                           ========================================================================

BASIC AND DILUTED EPS...................................   $        (0.10)   $         (.01)        $        (0.08)  $         (.01)
                                                           ========================================================================

BASIC WEIGHTED AVERAGE SHARES
 OUTSTANDING............................................       43,454,222        31,955,226             41,392,310       31,955,226

EFFECT OF DILUTIVE OPTIONS..............................                -                 -                      -                -
                                                           ------------------------------------------------------------------------

DILUTIVE SHARES OUTSTANDING.............................       43,454,222        31,955,226             41,392,310       31,955,226
                                                           ========================================================================


                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                     -4-

<PAGE>
<TABLE>
<CAPTION>

                                                       SIMTEK CORPORATION

                                                    STATEMENTS OF CASH FLOWS
                                                           (unaudited)
                                                                                  Nine Months Ended September 30,
                                                                             ----------------------------------------
                                                                                 2000                        1999
                                                                                 ----                        ----
<S>                                                                          <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)................................................       $  (3,517,799)            $    (454,091)
     Adjustments to reconcile net income (loss) to net cash provided
        by (used in) operating activities:
           Depreciation and amortization..............................             221,917                   178,792
           Investment banker stock issuance...........................              42,967                         -
           WebGear purchase of research and development
               for common stock.......................................           4,384,545                         -
           Increase (decrease) in net change of reserve accounts                   312,286                   (28,980)
           Deferred financing fees....................................               1,865                     8,393
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (437,661)                 (236,511)
               Inventory..............................................             279,897                   104,139
               Prepaid expenses and other ............................            (104,658)                   19,769
           Increase (decrease) in:
               Accounts payable.......................................            (357,249)                  298,148
               Customer deposits......................................             (35,083)                    7,220
               Accrued expenses.......................................              91,540                    (8,162)
                                                                             ---------------------------------------
        Net cash provided by (used in) operating activities                        882,567                  (111,283)
                                                                             ---------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture .............................            (233,574)                 (140,721)
     Interest received on certificate of deposit......................                   -                    (7,868)
     Decrease (increase) in restricted cash...........................             100,000                  (300,000)
                                                                             ---------------------------------------
     Net cash used in investing activities............................            (133,574)                 (448,589)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................             293,131                    34,266
     Payments on notes payable........................................            (111,142)                  (13,595)
     Capital Contributions............................................              43,503                   178,178
     Distributions to stockholders....................................             (27,400)                        -
     Payments on capital lease obligation.............................             (29,467)                        -
     Proceeds from line of credit and notes...........................                   -                    57,922
                                                                             ---------------------------------------
        Net cash provided by financing activities.....................             168,625                   256,771
                                                                             ---------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS.....................................................             917,618                  (303,101)
                                                                             ---------------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................           2,180,649                 2,245,614
                                                                             ---------------------------------------
CASH AND CASH EQUIVALENTS, end of period..............................       $   3,098,267             $   1,942,513
                                                                             =======================================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Conversion of debenture into shares of common stock, net
        of deferred financing costs related to the debenture                 $   1,441,249             $           -
     Conversion of payable to ZMD into shares of common stock                $     130,153             $           -




                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                     -5-

<PAGE>



                                                 SIMTEK CORPORATION

                                            NOTES TO FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES:

     The financial  statements  included herein are presented in accordance with
the  requirements  of Form  10-QSB and  consequently  do not  include all of the
disclosures  normally made in the registrant's annual Form 10-KSB filing.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 7, 2000 for fiscal year 1999 and Simtek  Corporation's Form 8-K/A
Amendment #1 filed on October 16, 2000.

     In the opinion of management,  the unaudited  financial  statements reflect
all  adjustments  of a normal  recurring  nature  necessary  to  present  a fair
statement of the results of operations for the respective  interim periods.  The
year-end balance sheet data was derived from audited financial  statements,  but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.  Results of operations for the interim  periods are not  necessarily
indicative of the results of operations for the full fiscal year.

2.   LINE OF CREDIT:

     In March 2000, Simtek  Corporation  ("Simtek" or the "Company") renewed its
revolving  line of credit for another  year in the amount of  $250,000,  thereby
reducing it by $100,000  since  December 31, 1999.  At the time of renewal,  the
$100,000 certificate of deposit required for this line of credit was released.

3.   EQUITY:

     In February  and March 2000,  Renaissance  Capital  Group of Dallas,  Texas
("Renaissance") converted the $1,500,000 debenture established in June 1998 into
7,692,308 shares of the Simtek Common Stock. Renaissance sold 5,692,308 of these
shares under SEC Rule 144 in the first quarter of 2000.

     In March 2000,  the Company  filed a Form SB-2  registration  statement  to
register  3,547,385  shares  of Common  Stock  owned by  Zentrum  Mikoelectronik
Dresden Gmbh ("ZMD") and an additional  551,964  shares that ZMD was entitled to
upon  conversion  (April 12, 2000) of a $130,153  payable to them into shares of
Common Stock. This registration statement became effective on April 7, 2000. ZMD
sold 4,000,000 shares under SEC Rule 144. Prior to the sale of these shares, ZMD
owned approximately 13% of the Company's Common Stock.

     In May 2000, the Company acquired Integrated Logic Systems,  Inc. ("ILSI").
Simtek  issued  3,000,000  shares  of its  Common  Stock  in  exchange  for  all
outstanding  shares of all classes of ILSI stock.  ILSI  designs and sells metal
programmed gate array integrated circuits.  The acquisition was accounted for as
a pooling of interest and the results of ILSI have been  consolidated with those
of Simtek,  as if the two  businesses  had been  merged  throughout  the periods
presented.

     On June 16, 2000, the Company acquired 1,875,000 shares of the common stock
of WebGear, Inc., a California corporation ("WebGear"),  in return for 1,250,000
shares of the  Company's  common  stock.  The shares of  WebGear  stock that the
Company   acquired   represented   approximately  9%  of  WebGear's  issued  and
outstanding  shares of common stock as of June 16, 2000.  On June 16, 2000,  the
closing  price for  Simtek's  common  stock was  $1.3125  per share.  WebGear is
engaged  in the  design,  development,  sales  and  support  of high  technology
networking and communications products for the personal computer market.




                                       -6-

<PAGE>



     On  July  31,   2000,   the  Company   acquired   Macrotech   Semiconductor
("Macrotech").  Simtek issued  1,250,000  shares of its Common Stock in exchange
for all outstanding shares of all classes of Macrotech stock.  Macrotech designs
and sells metal programmable standard cells, which are an extension of the metal
programmed  gate  array  integrated   circuits  that  ILSI   manufactures.   The
acquisition  was  accounted  for as a pooling of  interest,  and the  results of
Macrotech have been  consolidated with those of Simtek, as if the two businesses
had been merged throughout the periods presented.

     On September 14, 2000,  the Company  entered into a one-year  contract with
two investment bankers, E.B.M.  Associates,  Inc. and World Trade Partners, each
company  has  received  500,000  shares  of the  Company's  Common  Stock.  Both
companies  will assist Simtek in broadening  its financial  market  presence and
establishing new  relationships  within the industry,  investment  community and
financial  media.  On September  14, 2000,  the closing share price for Simtek's
common stock was $ 1.0312 per share and  accordingly  $988,233 has been assigned
to prepaid investor relations which will be amortized over the forth coming year
and  approximately  $43,000 was expensed during the period ending  September 30,
2000.

     On  September  29,  2000,  the Company  purchased  incomplete  research and
development,  patents and certain  trademarks  from  WebGear,  Inc.  The Company
issued 5,000,000  shares of its common stock (including  2,000,000 shares placed
in escrow) and returned to WebGear the 1,875,000  shares of WebGear common stock
that Simtek  acquired from WebGear on June 16, 2000. On September 29, 2000,  the
closing price of Simtek's common stock was $0.8438 per share. Subsequently,  the
parties  have  agreed to adjust the shares  issued by the  Company to  3,400,000
shares of common stock,  subject to execution of formal agreements.  The Company
has estimated the preliminary  value of the purchased  patents and trademarks at
$125,000 which were capitalized and recorded as intangible  assets.  The Company
has estimated the preliminary  value of the incomplete  research and development
acquired from WebGear at $4,384,545 which was expensed immediately. The Company,
however,  is  continuing  to analyze  the  allocation  between  the  patents and
trademarks and the incomplete research and development. Before the Company files
its annual report on Form 10-KSB, this allocation could be modified based on the
completion of this analysis, and this adjustment could be material.

4.   GEOGRAPHIC CONCENTRATION:

     Sales by location for the three months  ended  September  30, 2000 and 1999
were as follows (as a percentage of sales):

                                                 2000            1999
                                                 ----            ----

         North America                           39%             37%
         Europe                                  18%             16%
         Far East and Japan                      43%             47%






                                       -7-

<PAGE>


                               SIMTEK CORPORATION



ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

     Simtek Corporation  ("Simtek" or the "Company")  recorded net product sales
of $2,996,470  for the third quarter of 2000 and  $9,220,772 for the nine months
ended  September 30, 2000 up from the $1,782,544  recorded for the third quarter
1999 and the  $5,443,359  for the nine months  ended  September  30,  1999.  The
product sales were from the Company's 4 kilobit,  16 kilobit, 64 kilobit and 256
kilobit  nvSRAM  product  families and metal  programmed  gate array  integrated
circuits.  The  increase in net sales for the three months and nine months ended
September 30, 2000 were  primarily  due to large  customers  placing  production
orders of the Company's nvSRAM products worldwide.  Sales of the Company's metal
programmed gate array integrated circuits accounted for approximately 11% of the
Company's revenue for the nine months ended September 30, 2000. Two distributors
and  one  direct  customer  of  the  Company's   nvSRAM  products   account  for
approximately  51% of the  Company's  net  sales  for the  third  quarter  2000.
Products sold to distributors are re-sold to various end customers.

     During the third quarter 2000,  the Company  purchased  wafers built on 0.8
micron technology from Chartered  Semiconductor  Manufacturing Plc. of Singapore
("Chartered") to support sales of its nvSRAM products. Sales of metal programmed
gate array products were supported with 0.5 micron wafers  purchased from United
Microelectronics Corp. ("UMC") of Taiwan.

     The  Company saw an increase  of  approximately  8% and 5% in gross  margin
percentages in the three and nine months ended September 30, 2000, respectively,
as  compared  to the  same  periods  in  1999.  The  increase  in  gross  margin
percentages was primarily a result of production  shipments of metal  programmed
gate array  integrated  circuits  increasing  in the three and nine months ended
September 30, 2000 as compared to the same periods in 1999.

     Total other operating expenses saw an increase of approximately  $4,634,000
in the three  months  ended  September  30, 2000 as compared to the three months
ended  September  30,  1999.   Research  and  Development  saw  an  increase  of
$4,429,000,  due primarily to the issuance of stock to WebGear for the Bluetooth
technology  which  was  recorded  at an  approximate  cost  of  $4,385,000.  The
remaining  $45,000 increase in Research and Development  costs was due primarily
to a $36,000  increase in contract  services and a $19,000  increase in benefits
and  employer  taxes  due to  taxation  requirements  on the  exercise  of stock
options,  these  increases were offset with an approximate  $10,000  decrease in
qualification costs.  Administration saw an increase of approximately  $146,000,
which was due to the  issuance of  1,000,000  shares of stock to two  investment
banker firms at a valuation of $1,031,000,  of which  approximately  $43,000 was
amortized  recorded in the three months ended September 30, 2000. The balance of
the $103,000  increase was due to an approximate  $51,000  increase in legal and
audit fees  related to the  acquisition  of  Macrotech  and the  purchase of the
Bluetooth   Technology   from  WebGear  and  to  increased   payroll   costs  of
approximately  $52,000. Sales and Marketing saw an increase of $58,000, that was
due to a headcount  increase of $32,000 in payroll and  benefits  expense and an
approximate  increase  of  $26,000  in  sales  commissions  that  have a  direct
relationship to the increase in net revenues.

     Total other operating expenses saw an increase of approximately  $4,862,000
in the nine months ended September 30, 2000 as compared to the nine months ended
September 30, 1999.  Research and  Development  saw an  approximate  increase of
$4,441,000,  due primarily to the issuance of stock to WebGear for the Bluetooth
technology,  which  was  recorded  at an  approximate  cost of  $4,385,000.  The
remaining  $56,000  increase was due to the purchase of design  software and the
maintenance  contract  related to the  software.  Administration  saw a $276,000
increase  which  was due to the  issuance  of  1,000,000  shares of stock to two
investment  banker firms at a valuation of  $1,031,000,  of which  approximately


                                       -8-

<PAGE>


                               SIMTEK CORPORATION


$43,000 was amortized in the three months ended  September 30, 2000. The balance
of the  $233,000  was  related  to a $135,000  increase  in legal and audit fees
related to the ILSI and the Macrotech acquisitions and the costs associated with
the purchase of the Bluetooth  technology from WebGear,  increased payroll costs
for the nine months of $94,000,  and increased travel expenses of $4,000.  Sales
and  Marketing  saw an increase of  approximately  $145,000,  due to a headcount
increase  which  created a  $105,000  increase  in  payroll  expense  and due to
employer  taxes due to taxation  requirements  on the exercise of stock options.
The remaining $40,000 increase was due to increased sales commissions.

     The Company  recorded a net loss of $4,235,689 and $3,517,799 for the three
and nine months ended  September  30, 2000,  respectively,  as compared to a net
loss of $250,429 and $454,091 for the three and nine months ended  September 30,
1999,  respectively.  The decrease was due to the imputed costs  associated with
the issuance of common stock to WebGear and two investment bankers.

     Without  these charges of  approximately  $4,385,000 in Simtek common stock
for the purchase of WebGear's  incomplete research and development,  patents and
trademarks and for the investment banker consulting services,  Simtek would have
shown  $191,823  and $909,713 in net income for the three months and nine months
ended September 30, 2000, respectively.

     The change in cash flows from  operating  activities was primarily a result
of net income, an increase in reserve  accounts,  accounts  receivable,  prepaid
expenses  and other,  accrued  expenses  and the entries  required for the stock
issuance.  These  increases  were offset  with a decrease  in accounts  payable,
customer  deposits,  and  inventory.  The change in cash  flows  from  investing
activities  was due to the  purchase  of  equipment  used in the  testing of the
Company's  nvSRAM products and the purchase of hardware and software used in the
design of the Company's nvSRAM products.  This increase was offset by a decrease
in the Company's  restricted  cash  requirements.  The change in cash flows from
financing activities was due to the exercise of stock options, payments of notes
payable  acquired in the Integrated  acquisition and capital  contributions  and
distributions to stockholders in the Macrotech acquisition.

FUTURE RESULTS OF OPERATIONS

     The Company's  ability to remain  profitable  will depend  primarily on its
ability to continue  reducing  manufacturing  costs and to increase  net product
sales by increasing the availability of existing  products,  by the introduction
of new  products  and by  expanding  its  customer  base.  Additionally,  market
conditions may make it more difficult to receive enough raw materials, processed
silicon wafers and support services to satisfy customer demand.

     The Company is currently  deciding which new or derivative  product it will
develop next.

     As of September 30, 2000, the Company had open purchase  orders expected to
be filled  within the next six months of  approximately  $6,058,000.  Orders are
cancelable prior to 30 days before the scheduled  shipping date and,  therefore,
should not be used as a measure of future product sales.

LIQUIDITY AND CAPITAL RESOURCES

     In February  and March 2000,  Renaissance  Capital  Group of Dallas,  Texas
converted the $1,500,000 debenture into 7,692,308 shares of the Company's Common
Stock.  Renaissance  sold  5,692,308  of these  shares under SEC Rule 144 in the
first quarter 2000.

     In March 2000,  the Company  filed a Form SB-2  registration  statement  to
register  3,547,385  shares  of Common  Stock  owned by  Zentrum  Mikoelectronik


                                       -9-

<PAGE>


                               SIMTEK CORPORATION


Dresden Gmbh ("ZMD") and an additional  551,964  shares that ZMD was entitled to
upon  conversion  (April 12, 2000) of a $130,153  payable to them into shares of
Common Stock. This registration statement became effective on April 7, 2000. ZMD
sold 4,000,000 shares under SEC Rule 144. Prior to the sale of these shares, ZMD
owned approximately 13% of the Company's Common Stock.

     In March 2000, the Company renewed its revolving line of credit for another
year in the amount of $250,000  thereby reducing the line of credit by $100,000.
At the time of renewal,  the $100,000  certificate of deposit  required for this
line  of  credit  was  released.   The  line  of  credit  is  collateralized  by
substantially  all assets of the Company.  The line of credit bears  interest at
prime plus .75% on any  outstanding  balance.  As of March 31, 2000, the Company
had no balance outstanding.

     In May 2000, the Company  acquired  Integrated  Logic Systems,  Inc. Simtek
issued  3,000,000  shares of its Common  Stock in exchange  for all  outstanding
shares of all  classes of ILSI  stock.  ILSI  designs and sells metal gate array
integrated circuits.  The acquisition was accounted for as a pooling of interest
and the results of ILSI have been  consolidated  with those of Simtek, as if the
two businesses had been merged throughout the periods presented.

     On June 16, 2000, the Company acquired 1,875,000 shares of the common stock
of WebGear, Inc., a California corporation ("WebGear"),  in return for 1,250,000
shares of the  Company's  common  stock.  The shares of  WebGear  stock that the
Company acquired represents approximately 9% of WebGear's issued and outstanding
shares of common stock as of June 16, 2000. On June 16, 2000,  the closing price
for  Simtek's  common  stock was  $1.3125  per share.  WebGear is engaged in the
design,  development,  sales  and  support  of high  technology  networking  and
communications products for the personal computer market. On September 29, 2000,
the Company purchased  incomplete research and development,  patents and certain
trademarks from WebGear,  Inc. The Company issued 5,000,000 shares of its common
stock (including  2,000,000 shares placed in escrow) and returned to WebGear the
1,875,000  shares of WebGear  common stock that Simtek  acquired from WebGear on
June 16, 2000. On September 29, 2000, the closing price of Simtek's common stock
was  $0.8438  per share.  Subsequently,  the  parties  have agreed to adjust the
shares  issued by the Company to 3,400,000  shares of common  stock,  subject to
execution of formal agreements.  The Company has estimated the preliminary value
of the purchased  patents and trademarks at $125,000 which were  capitalized and
recorded as intangible  assets.  The Company has estimated the preliminary value
of the incomplete  research and development  acquired from WebGear at $4,384,545
which was expensed immediately.  The Company,  however, is continuing to analyze
the allocation  between the patents and  trademarks and the incomplete  research
and development. Before the Company files its annual report on Form 10-KSB, this
allocation could be modified based on the completion of this analysis,  and this
adjustment could be material.

     In July 2000,  the  Company  filed a Form SB-2  registration  statement  to
register   1,500,000   shares  of  Common  Stock  owned  by  Integrated's   sole
shareholder,  Hugh  Chapman,  and  1,250,000  shares  of Common  Stock  owned by
WebGear.

         On  July  31,  2000,  the  Company  acquired  Macrotech   Semiconductor
("Macrotech").  Simtek issued  1,250,000  shares of its Common Stock in exchange
for all outstanding shares of all classes of Macrotech stock.  Macrotech designs
and sells metal programmable standard cells, which are an extension of the metal
programmed  gate array  integrated  circuits that Integrated  manufactures.  The
acquisition  was  accounted  for as a pooling of  interest,  and the  results of
Macrotech have been  consolidated with those of Simtek, as if the two businesses
had been merged throughout the periods presented.

     On September 14, 2000,  the Company  entered into a one-year  contract with
two investment bankers, E.B.M.  Associates,  Inc. and World Trade Partners, each
company has received  500,000 shares of the Company's Common Stock. On September
14, 2000, the closing price for Simtek's common stock was $ 1.0312 per share and
accordingly  $988,233 has been assigned to prepaid investor relations which will


                                      -10-

<PAGE>


                               SIMTEK CORPORATION


be amortized over the forth coming year and  approximately  $43,000 was expensed
during the period ending September 30, 2000.

     During the first nine months of 2000,  employees  and two  directors of the
Company  exercised  1,842,665 stock options into shares of the Company's  Common
Stock for net proceeds to the Company of $293,131.

     The Company may require additional capital to fund production and marketing
of any new  products it may develop.  The Company does not have any  commitments
for such additional capital as of the date of this report.


                                      -11-

<PAGE>


                               SIMTEK CORPORATION




                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings - None

Item 2.    Changes in Securities - None

Item 3.    Defaults upon Senior Securities - None

Item 4.    Matters Submitted to a Vote of Securities Holders - None

Item 5.    Other Information - None

Item 6.    Exhibits and Reports on Form 8-K

           (a) Exhibits
               --------

               Exhibit 27 - Financial Data Schedule

           (b) Reports on Form 8-K
               -------------------

               Form 8-K/A filed on July 24, 2000 - "Amendment  to Form 8-K filed
               on May 10, 2000"

               Form 8-K  filed  August  14,  2000 - "Simtek  acquires  Macrotech
               Semiconductor"

               Form 8-K filed  August  22,  2000 - "Simtek  Announces  Financial
               Results for the Second Quarter of 2000"



                                       -12-

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


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 thereunto duly authorized.



                                      SIMTEK CORPORATION
                                      (Registrant)



November 14, 2000                     By  /s/ Douglas Mitchell
                                         ---------------------------------------
                                          DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                            and Chief Financial Officer (acting)
























                                      -13-