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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) May 10, 2007
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MathStar, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-51560 41-1881957
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19075 N.W. Tanasbourne Drive, Suite 200 97124
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(Address of principal executive offices) (Zip Code)
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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On May 10, 2007, MathStar, Inc. (the "Company") issued a press release
announcing the commencement its offering of approximately $25 million worth of
shares of its common stock. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The exhibits listed below are filed herewith.
(d) Exhibits
99.1 Press Release dated May 10, 2007.
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.
Date: May 10, 2007
By /s/ James W. Cruckshank
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Vice President of Administartion
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)