| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0060 |
| Washington, D.C. 20549 | |
| FORM 8-K |
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | November 26, 2008 | |||||
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MathStar, Inc. | ||||||
(Exact name of registrant as specified in its charter) | ||||||
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Delaware |
| 000-51560 |
| 41-1881957 | ||
(State or other jurisdiction |
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| (IRS Employer | ||
of incorporation) |
| File Number) |
| Identification No.) | ||
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19075 N.W. Tanasbourne Drive, Suite 200, Hillsboro, OR |
| 97124 | ||||
(Address of principal executive offices) |
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Registrant’s telephone number, including area code | (503) 726-5500 | |||||
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(Former name or former address, if changed since last report.) | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): | |
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On November 26, 2008, MathStar, Inc. issued a press release regarding its response to an unsolicited merger proposal. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of MathStar, Inc. under the Exchange Act or the Securities Act of 1933, as amended.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
The following exhibit is being furnished with this Current Report on Form 8-K:
99.1 | A copy of the press release issued by MathStar, Inc. on November 26, 2008 regarding its response to an unsolicited merger |
proposal. | |
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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 hereunto duly authorized.
| MathStar, Inc. | |
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Date: November 26, 2008. |
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| By | /s/ Douglas M. Pihl |
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| Chief Executive Officer and |
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| Chief Financial Officer |
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| (Principal Executive Officer and |
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| Principal Financial Officer) |
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