UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2007
MACHINETALKER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
333-127080 01-0592299
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(Commission File Number) (I.R.S. Employer
Identification No.)
513 DE LA VINA STREET, SANTA BARBARA, CALIFORNIA 93101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 957-1680
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 2
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SECTION 8. OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On July 20, 2007, Wideband Detection Technologies, Inc., a Florida
corporation ("WDT"), UTEK Corporation, a Delaware corporation ("UTEK"), and
MachineTalker, Inc., a Delaware corporation ("MTI"), entered into an agreement
and plan of acquisition (the "APA") pursuant to which MTI has agreed to acquire
100% of the total issued and outstanding stock of WDT from UTEK in exchange for
3,000,000 shares of MTI's common stock (the "Shares") based on a value of $0.08
per share as of the close of business on July 11, 2007. The Shares have
piggyback registration rights. Upon the closing of the APA, which is expected to
occur on or about July 20, 2007, WDT will become a wholly owned subsidiary of
MTI.
WDT was founded in June 2007 and recently acquired a license and the
rights to develop and market certain Ultra Wide Band technology developed at the
Lawrence Livermore National Laboratory. This technology provides a potential
network of sensors that can monitor an area for intrusion detection and relay
the sensed data to a satellite or another receiver. The basic sensors may be
used to detect motion or be deployed in "wake-up" scenarios where they can
trigger other devices such as cameras or radiation detectors. More sophisticated
sensors may be used to distinguish human activity from motions generated by
wildlife, wind, and other similar sources. The sensors can track and record the
exact locations of the activity. The sensors' ultra-wideband signals can be used
in heavily "cluttered" environments found in dense urban areas, as well as in
indoor environments that contain metallic and concrete obstacles such as in
warehouses, and inside cargo containers. A copy of the APA is attached to this
Report as Exhibit 99.1.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(D) Exhibits
99.1. Agreement and Plan of Acquisition by and among
Wideband Detection Technologies, Inc., a Florida
corporation, UTEK Corporation, a Delaware
corporation, and MachineTalker, Inc., a Delaware
corporation, dated as of July 20, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MACHINETALKER, INC.
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(Registrant)
Date: July 24, 2007
/s/ Roland F. Bryan
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Roland F. Bryan, President
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