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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrantý | |||
Filed by a Party other than the Registranto | |||
Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
ý | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
MathStar, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
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| (4) | Date Filed: | |||
July 1, 2009
Dear Fellow Shareholder,
We have previously mailed you proxy materials in connection with our upcoming annual meeting of shareholders to be held on Friday, July 10, 2009. According to our latest records, your proxy instructions for this meeting have not yet been received.
If you have not already done so, please promptly take action to ensure that your shares are represented at the annual meeting.
Please take note that if your shares are held at a brokerage firm, your brokercannot vote your shares for you on the shareholder proposal without first receiving your specific voting instructions. The MathStar board recommends you vote against the shareholder proposal.
Also, we would like to take this opportunity to alert you that only a few holders submitted their shares into the Tiberius Capital II, LLC unsolicited tender offer. Thank you for your support of the MathStar board of directors and management and for your rejection of the inadequate Tiberius offer. Despite the resounding rejection by almost every single MathStar holder, Tiberius has decided to extend the term of its offer at the still too low (and repeatedly rejected) price of $1.15 per share.
Your vote is very important, regardless of the number of shares you currently own. Because we are rapidly approaching the meeting date, we urge you to vote your shares today, by following either the internet or telephone voting instructions that are enclosed with this letter. You have until 11:59 p.m., Eastern Time, on July 9, 2009 to vote via telephone or the internet. Acting now will help ensure that your proxy instructions are received in time for the meeting.
Thank you for giving this important matter your prompt attention.
| | | |
|---|---|---|
| Sincerely, | ||
 | ||
| Douglas M. Pihl Chairman, President and Chief Executive Officer |
AN IMPORTANT REMINDER!