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 November 1, 1999

[ ]     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 1, 1999
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                            28,955,226



<PAGE>
<TABLE>
<CAPTION>


                                                SIMTEK CORPORATION



                                                       INDEX

                                       For Quarter Ended September 30, 1999

PART 1. FINANCIAL INFORMATION

         ITEM 1                                                                                   Page
                                                                                                   ----
                      <S>                                                                         <C>
                      Balance Sheets as of September 30, 1999 and
                      December 31, 1998                                                             3

                      Statements of Operations for the three months and nine
                      months ended September 30, 1999 and 1998                                      4

                      Statements of Cash Flows for the nine months ended
                      September 30, 1999 and 1998                                                   5

                      Notes to Financial Statements                                                 6

         ITEM 2

                      Management's Discussion and Analysis of Results of
                      Operations and Financial Condition                                          7-9

PART II. OTHER INFORMATION

         ITEM 1       Legal Proceedings                                                            10

         ITEM 2       Changes in Securities                                                        10

         ITEM 3       Defaults upon Senior Securities                                              10

         ITEM 4       Matters Submitted to a Vote of Securities Holders                            10

         ITEM 5       Other Information                                                            10

         ITEM 6       Exhibits and Reports on Form 8-K                                             10

SIGNATURES                                                                                         11
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                                SIMTEK CORPORATION

                                                  BALANCE SHEETS

              ASSETS
              ------                                                         September 30, 1999      December 31, 1998
                                                                             ------------------      -----------------

CURRENT ASSETS:
   <S>                                                                       <C>                     <C>
   Cash and cash equivalents...............................................  $      1,902,914        $      2,149,820
   Certificate of deposit
       Restricted portion..................................................           400,000                 100,000
       Unrestricted portion................................................             7,868                       -
   Accounts receivable - trade, net........................................         1,079,071                 744,754
   Inventory, net .........................................................           816,955                 915,905
   Prepaid expenses and other..............................................            38,014                  47,703
                                                                             ----------------------------------------

       Total current assets................................................         4,244,822               3,958,182

EQUIPMENT AND FURNITURE, net...............................................           457,487                 221,119

OTHER ASSETS...............................................................            52,223                  60,616
                                                                             ----------------------------------------

TOTAL ASSETS...............................................................  $      4,754,532        $      4,239,917
                                                                             ========================================

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

CURRENT LIABILITIES:
   Accounts payable .......................................................  $        579,872        $        251,015
   Capital lease obligation - current portion..............................            51,115                       -
   Accrued expenses........................................................           265,453                 232,837
   Accrued wages...........................................................           221,475                 222,948
   Accrued vacation payable................................................            83,143                  70,743
   Payable to ZMD..........................................................           130,153                 130,153
                                                                             ----------------------------------------
       Total current liabilities...........................................         1,331,211                 907,696

CAPITAL LEASE OBLIGATION, NET OF CURRENT PORTION...........................           203,377                       -

CONVERTIBLE DEBENTURES.....................................................         1,500,000               1,500,000

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,
       28,955,226 and 28,745,226 shares issued and outstanding
       at September 30, 1999 and December 31, 1998, respectively...........           289,552                 287,452
   Additional paid-in capital..............................................        29,793,041              29,760,875
   Accumulated deficit.....................................................       (28,362,649)            (28,216,106)
                                                                             ----------------------------------------
   Shareholder's equity....................................................         1,719,944               1,832,221
                                                                             ----------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $      4,754,532        $      4,239,917
                                                                             ========================================

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

                                                       -3-

<PAGE>
<TABLE>
<CAPTION>
                                                     SIMTEK CORPORATION

                                                   STATEMENTS OF OPERATIONS

                                                          Three Months Ended September 30,           Nine Months Ended September 30,
                                                          --------------------------------           -------------------------------
                                                              1999                1998                    1999             1998
                                                              ----                ----                    ----             ----
<S>                                                     <C>                 <C>                     <C>               <C>
NET SALES.............................................  $     1,633,348     $     1,464,760         $     4,939,654   $    4,806,039

     Cost of  sales...................................        1,121,868             843,025               3,155,963        2,667,625
                                                        ----------------------------------------------------------------------------

GROSS MARGIN..........................................          511,480             621,735               1,783,691        2,138,414

OPERATING EXPENSES:
     Design, research and development.................          288,820             284,871                 920,550        1,000,755
     Administrative...................................           86,236             104,923                 296,186          329,328
     Marketing........................................          233,020             209,112                 659,145          610,759
                                                        ----------------------------------------------------------------------------

         Total Operating Expenses.....................          608,076             598,906               1,875,881        1,940,842

INCOME (LOSS) FROM OPERATIONS.........................          (96,596)             22,829                 (92,190)         197,572
                                                        ----------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income (expense), net...................           (9,537)            (10,977)                (30,057)           7,791
     Other income (expense), net......................              556               9,296                 (24,296)           4,454
                                                        ----------------------------------------------------------------------------

         Total other income (expense).................           (8,981)             (1,681)                (54,353)         12,245
                                                        ----------------------------------------------------------------------------

NET INCOME (LOSS) BEFORE TAXES........................         (105,577)             21,148                (146,543)        209,817

     Provision for income taxes.......................                -               3,765                       -           14,125
                                                        ----------------------------------------------------------------------------

NET INCOME (LOSS).....................................  $      (105,577)    $        17,383         $      (146,543)  $      195,692
                                                        ============================================================================

BASIC AND DILUTED EPS................................   $          0.00     $          0.00         $          0.00   $          .01
                                                        ============================================================================

BASIC WEIGHTED AVERAGE SHARES
 OUTSTANDING.........................................        28,955,226          28,721,138              28,913,431       28,721,138

EFFECT OF DILUTIVE OPTIONS...........................                 -           1,437,267                       -        1,847,911
                                                        ----------------------------------------------------------------------------

DILUTIVE SHARES OUTSTANDING..........................        28,955,226          30,158,405              29,913,431       30,569,049
                                                        ============================================================================



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

                                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                                   SIMTEK CORPORATION

                                                STATEMENTS OF CASH FLOWS


                                                                                   Nine Months Ended September 30,
                                                                                   -------------------------------
                                                                                    1999                    1998
                                                                                    ----                    ----
<S>                                                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)................................................     $      (146,543)       $        195,692
     Adjustments to reconcile net income (loss) to net cash provided
        by (used in) operating activities:
           Depreciation and amortization..............................             106,421                 104,512
           Increase (decrease) in net change of reserve accounts                   (28,980)                (56,460)
           Deferred financing fees....................................               8,393                   3,730
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (261,610)               (265,793)
               Inventory..............................................             119,139                (405,692)
               Prepaid expenses and other ............................               9,689                  (5,851)
           Increase (decrease) in:
               Accounts payable.......................................             327,776                (271,532)
               Accrued expenses.......................................             (20,372)                  4,815
                                                                           ---------------------------------------
        Net cash provided by (used in) operating activities...........             113,913                (696,579)
                                                                           ----------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture .............................             (87,217)               (144,068)
     Interest received on certificate of deposit......................              (7,868)                      -
     Increase in restricted cash......................................            (300,000)               (100,000)
                                                                           ----------------------------------------

     Net cash used in investing activities............................            (395,085)               (244,068)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................              34,266                   9,207
     Proceeds from convertible debenture, net of deferred
        financing fees................................................                   -               1,421,664
                                                                           ---------------------------------------

        Net cash provided by financing activities.....................              34,266               1,430,871
                                                                           ---------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS.....................................................            (246,906)                490,224
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, beginning of period........................           2,149,820               1,475,599
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, end of period..............................     $     1,902,914        $      1,965,823
                                                                           =======================================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest...........................................     $       100,973        $         42,152
                                                                           =======================================
     Cash paid for income taxes.......................................     $             -        $         14,125
                                                                           =======================================
     Equipment associated with capital lease..........................     $       255,573        $              -
                                                                           =======================================

                    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 12, 1999 for fiscal year 1998.

           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 were derived from audited financial statements,  but
do not  include  all  disclosures  required  by  generally  accepted  accounting
principles.




                                      -6-

<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 $1,633,348  for the third quarter of 1999 and  $4,939,654  for the nine
months ended  September 30, 1999 up from the  $1,464,760  recorded for the third
quarter 1998 and the  $4,806,039  for the nine months ended  September 30, 1998.
The product sales were from the Company's 4 kilobit,  16 kilobit, 64 kilobit and
256 kilobit nvSRAM product families. The increase in net sales for the three and
nine months ended  September 30, 1999 were primarily from sales of the Company's
nvSRAM  products in the Far East  returning  to their  historic  levels with the
Company.  Four  distributors  of  the  Company's  nvSRAM  products  account  for
approximately  62% of the  Company's  net  sales  for the  third  quarter  1999.
Products sold to distributors are re-sold to various end customers.

           In the third quarter 1999, the Company  purchased wafers built on 1.2
micron technology from Chartered  Semiconductor  Manufacturing Plc. of Singapore
("Chartered")  to  support  sales  of its  high end 64  kilobit  industrial  and
military devices and 16 kilobit commercial  devices.  The Company also purchased
wafers built on 0.8 micron  technology  from  Chartered.  Sales of devices built
with both types of wafers purchased from Chartered  accounted for  approximately
97% of the  Company's  revenue for the third  quarter  1999.  The balance of the
Company's  revenue for the third quarter 1999,  was primarily  from the sales of
commercial  64 kilobit and 256 kilobit  finished  units  purchased  from Zentrum
Mikroelektronik Dresden GmbH ("ZMD") in 1998.

           The  Company  saw a  decrease  of  approximately  11% and 8% in gross
margins,  as a percent  of sales,  for the three  months and nine  months  ended
September 30, 1999,  respectively,  as compared to the same periods in 1998. The
decrease in gross  margin was due  primarily  to a decrease  in average  selling
prices  associated with large production volume orders and a decrease in product
sales from the high end  industrial  and  military  products in the three months
ended  September  30,  1999.  During the third  quarter,  the  Company  expected
short-term  demand for high-margin  military products to be down due to cyclical
government  contract  requirements.  The Company planned to more than compensate
for this with increased  commercial  shipments.  Even though customer demand was
strong, the Company experienced a delay in manufacturing a significant number of
parts  through its  subcontractors,  resulting in lower  revenues  than had been
forecast.  Management  believes these  production  issues have been resolved and
will allow the Company to catch up with  growing  customer  demand in the fourth
quarter.

           Total operating  expenses  experienced an approximate $9,000 increase
in the three  months  ended  September  30, 1999 as compared to the three months
ended  September  30,  1998.  This  increase  was due  primarily  to a headcount
increase in sales and marketing.  The nine months ended September 30, 1999 saw a
decrease in operating expenses of approximately  $65,000 as compared to the same
period  in  1998.   Research  and  development  saw  the  largest   decrease  of
approximately  $80,000 This decrease was primarily due to the Company  incurring
additional  costs  associated  with the  installation  of its 64 kilobit and 256
kilobit  products  based on 0.8 micron  technology  into  Chartered in 1998, the
Company  did not have these costs in 1999.  Administration  showed a decrease of
approximately $33,000, which was primarily due to a decrease in headcount. Sales
and  Marketing  saw an increase of  approximately  $48,000.  This  increase  was
primarily due to increased headcount.

           The Company  recorded a net loss of  $105,577  and  $146,543  for the
three and nine months ended September 30, 1999,  respectively,  as compared to a
net income of $17,383 and $195,692 for the same periods in 1998. The decrease in
net income was primarily due to decreased gross margins.

          The change in cash flows from  operating  activities  was  primarily a
result of an  increase  in  accounts  receivable,  a  decrease  in net change of
reserve accounts,  a decrease in inventory and prepaid expenses and other and an

                                      -7-

<PAGE>


                               SIMTEK CORPORATION

increase in accounts  payable.  The accounts  receivable  increase was due to an
increased   level  of  billings  at  the  end  of  the  period  which   averages
approximately  45 days to receipt of payment.  The decrease in reserve  accounts
was due to a decrease  in the  reserve  required  for volume  pricing to certain
customers  and an increase in the  warranty  reserve.  The  warranty  reserve is
calculated on a historical return of the Company's  products,  since the Company
began  shipping  large  volumes of its product  built on wafers  purchased  from
Chartered in November 1998,  this reserve is at a higher percent than any of the
products the Company was shipping in the first nine months of 1998.  The reserve
percentage  will be  evaluated  after one year of  shipping  this  product.  The
decrease in inventory was due primarily to an increase in high volume production
orders  that used up a  substantial  portion  of the  Company's  inventory.  The
decrease in prepaid  expenses  and other was because in the first nine months of
1998 the Company was  required to prepay for any  inventory  purchased  from ZMD
while it was in the  transition of  transferring  production  to Chartered.  The
increase in accounts payable is a result of a change from the Company  prepaying
for  inventory  in the  first  nine  months  of 1998  to  currently  paying  its
subcontractors that build its products on 30 day terms.

           The  change  in  cash  flows  from  investing  activities  was due to
purchases of equipment and furniture  and an increase in  restricted  cash.  The
purchases  of  equipment  and  furniture  were  related  to the  testing  of the
Company's  64 kilobit and 256 kilobit  products  built on 0.8 micron  technology
from wafers  purchased from Chartered.  The increase in restricted cash was used
as  collateral  for a  letter  of  credit  that one of the  Company's  suppliers
required  the  Company  to obtain in the event of  default  on  payments  by the
Company.  The  change in cash  flows from  financing  activities  was due to the
exercise of stock options.

FUTURE RESULTS OF OPERATIONS

           The Company's  ability to remain  profitable will depend primarily on
its ability to continue reducing  manufacturing costs and increasing net product
sales by improving the availability of existing products and by the introduction
of new  products.  In the third  quarter  1999,  the Company  continued  to ship
production orders of all its nvSRAM product families along with shipping smaller
quantities  to  customers   interested  in  designing   this  product  into  its
applications.  The Company is currently deciding which new or derivative product
it will develop next.

           As of September 30, 1999, the Company's backlog of unshipped customer
orders  expected  to be filled  within  the next six  months  was  approximately
$1,200,000. 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 July 1999, the Company increased its letter-of-credit, required by
one of its  suppliers  in the event of  default on  payment,  from  $250,000  to
$300,000.  This  letter-of-credit  requires  the  Company to maintain a $300,000
certificate of deposit as collateral.

           As of  September  30,  1999,  the  Company  continues  to  maintain a
$100,000 certificate of deposit as collateral for its $350,000 line of credit.

           ZMD continues to own  approximately 30% of the Company's Common Stock
and may not exceed 30% without approval of Simtek's Board of Directors.

           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.

                                      -8-

<PAGE>


                               SIMTEK CORPORATION



YEAR 2000

         The  information  provided  below  constitutes  a "Year 2000  Readiness
Disclosure" for purposes of the Year 2000  Information and Readiness  Disclosure
Act.

         The Year 2000 ("Y2K")  problem arises from the use of a two-digit field
to identify years in computer programs,  e.g., 85=1985,  and the assumption of a
single century,  the 1900s.  Any program so created may read or attempt to read,
"00" as the year 1900. There are two other related issues which could also, lead
to incorrect  calculations  or failure,  such as (i) some  systems'  programming
assigns special meaning to certain dates,  such as 9/9/99 and (ii) the year 2000
is a leap year.  Accordingly,  some  computer  hardware and  software  including
programs  embedded within  machinery and parts will need to be modified prior to
the year 2000 in order to remain  functional.  To address the issue, the Company
created an internal  task force to assess its state of  readiness  for  possible
"Year  2000"  issues  and  take  the  necessary  actions  to  ensure  Year  2000
compliance.  The task force has and  continues  to  evaluate  internal  business
systems,  production  equipment,  software and other components which affect the
Company's  products,  and the Company's  vulnerability  to possible  "Year 2000"
exposures due to suppliers'  and other third parties' lack of  preparedness  for
the year 2000.

         The Company has assessed its production  equipment and its  information
system and does not  anticipate any material Year 2000 issues from its equipment
or its own information system, databases or programs.  Certain software packages
are currently being upgraded to compliant  versions.  The Company has two-thirds
of its  internal  business  systems  updated  to Year 2000 and has  defined  the
requirements  and  anticipates  having the balance updated by November 1999. The
costs  incurred  to date and  expected  to be  incurred  in the  future  are not
material  to the  Company's  financial  condition  or result of  operations.  In
addition, the Company has contacted all of its suppliers and distributors with a
questionnaire  regarding  Year 2000  compliance  and as of June 1999, all of its
suppliers and  distributors  have responded to the best of their  knowledge that
they are Year 2000 compliant. The Company cannot currently predict the potential
effect of third  parties'  "Year 2000"  issues on its  business.  The Company is
currently  purchasing from Chartered 100% of the wafers from which the Company's
nvSRAM's  are  produced  along with using Amkor for assembly of its products and
Integra Technologies for the final testing of its products. Chartered, Amkor and
Integra have all  confirmed  that to the best of their  knowledge  they are Year
2000  compliant,  however,  the  Company  may take  steps  to  build  additional
inventory  at the end of the year to  support  approximately  60 days of product
shipments in case a problem  should  occur with any one of these key  suppliers.
The Company  believes that if one of its  distributors  should incur a Year 2000
problem,  then the Company  would be able to support the end  customer  directly
until the problem is corrected.  In the worst-case scenario, if the Company, its
manufacturers  or a majority of its key customers  were to experience  Year 2000
bugs, the Company may incur  substantial  losses and may not be able to continue
operating until the problems have been rectified.

         The Company  believes  that its internal Year 2000  compliance  project
will be completed in advance of the Year 2000 date  transition and will not have
a material adverse effect on the Company's financial condition or overall trends
in the results of operations. However, there can be no assurance that unexpected
delays or problems,  including  the failure to ensure Year 2000,  compliance  by
systems or products  supplied to the Company by a third party,  will not have an
adverse effect on the Company, its financial performance, or the competitiveness
or customer acceptance of its products.

                                      -9-

<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


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

             Form 8-K filed on July 20, 1999;  press release,  "Simtek Announces
             Financial Results for the Second Quarter of 1999"

             Form 8-K filed on August 31, 1999 Interim Report to Shareholders


                                      -10-

<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 1, 1999                      By  /s/ Douglas Mitchell
                                         ---------------------
                                          DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                            and Chief Financial Officer (acting)
























                                      -11-