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): October 4, 2010
SOLAR3D, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
333-127080 01-0592299
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(Commission File Number) (I.R.S. Employer
Identification No.)
6500 HOLLISTER AVENUE, SUITE 130, GOLETA, CALIFORNIA 93117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 690-9000
MachineTalker, Inc., 513 De La Vina Street, Santa Barbara, California 93101;
Phone: 805-957-1680
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(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On October 4, 2010, the Company appointed James B. Nelson as a
director, President and Chief Executive Officer of Solar3D, Inc., a Delaware
corporation (the "Company" or "Solar3D"). Mr. James Nelson began his executive
career 30 years ago at Bain and Company, a business strategy consulting firm,
where he managed a team of consultants on four continents solving CEO-level
programs for global companies. Prior to joining the Company, he spent 20 years
working in the private equity industry as both a capital partner and operating
CEO to portfolio companies. Mr. Nelson was a General Partner at Peterson
Partners (2007-2009) and at Millennial Capital Partners (1991-2010--previously
known as Invest West Capital). In addition to his responsibilities in
acquisition and divestiture, Mr. Nelson worked as an executive of a number of
portfolio companies. He served as CEO of Euro-Tek Store Fixture, LLC, Chairman
of the Board of American Retail Interiors, Chairman of the Board and CEO of
Panelview Inc. and Chairman of the Board of Critical Power Exchange, as well as
sitting on numerous Boards both in and out of the private equity funds'
portfolios.
Prior to his years in private equity, Mr. Nelson served as Vice
President of Marketing at Banana Republic/The Gap, where he managed company-wide
marketing, as well as the initial international expansion of Banana Republic. He
was also General Manager for Banana Republic's highly profitable catalog
division. He also served as Vice President of Marketing and Corporate
Development at Saga Corporation, a multi-billion dollar food service company.
Mr. Nelson received his MBA from Brigham Young University, where he
graduated Summa Cum Laude and was named the Outstanding Master of Business
Administration Graduate.
We believe that Mr. Nelson's experience in global companies, worldview
strategic thinking, and hands-on entrepreneurial and operating execution is
ideally suited to help exploit Solar3D's solar cell technology in a global
market opportunity.
In consideration for his services as a director of the Company, the
Company issued to Mr. Nelson a nonqualified stock option to purchase up to
15,000,000 shares of the Company's common stock for a period of seven years from
the date of grant (i.e., July 22, 2010), at a purchase price of $0.05 per share
(after taking into account the one-for-five reverse stock split recently
effected by the Company), as previously described in the Company's Report on
Form 8-K, dated August 5, 2010. The stock options were granted on July 22, 2010
and vest 1/36th per month commencing on August 21, 2010, on a monthly basis for
as long as Mr. Nelson is an employee or consultant of the Company. In
consideration for Mr. Nelson's services as the President and Chief Executive
Officer of the Company, the Company has agreed to pay to Mr. Nelson an annual
salary of $200,000, commencing to accrue on October 1, 2010, payable in two
equal installments each month during the year.
On October 4, 2010, Roland F. Bryan resigned as the Chief Executive
Officer and President of the Company in order to allow James B. Nelson to be
appointed for those positions. Mr. Bryan will remain as the Company's Chief
Financial Officer and corporate Secretary.
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SECTION 8. OTHER EVENTS
Item 8.01. Other Events.
The Company has recorded an Amendment to its Articles of Incorporation
effecting the following changes: The Company has changed its name to Solar3D,
Inc., and it has effected a one-for-five reverse stock split of all of its
issued and outstanding common stock. Its authorized capital stock has not been
modified. The Company has submitted its application for a new trading symbol on
the OTC:BB market, the assignment of which is pending. The Company's new CUSIP
number is 83417A 100, and its ISIN Number is US83417A1007. The Company's new
address for its executive offices is 6500 Hollister Avenue, Suite 130, Goleta,
California 93117, and its new telephone number is (805) 690-9000. The Company is
subleasing space there on a month to month basis for $2,500 per month.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Amendment to Articles of Incorporation for
MachineTalker, Inc. covering change of name and
reverse stock split.(1)
10.2 Nonstatutory Stock Option Agreement with James B.
Nelson, dated July 22, 2010.(2)
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(1) Incorporated by reference from the Definitive Information Statement on
Schedule 14C, dated August 30, 2010, filed by the Company with the
Securities and Exchange Commission.
(2) Incorporated by reference from the Report on Form 8-K, dated August 5,
2010, filed by the Company with the Securities and Exchange Commission.
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: October 4, 2010
/s/ Roland F. Bryan
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Roland F. Bryan, President
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