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) June 21, 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, Hillsboro, Oregon 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))
Section 8 - Other Events
Item 8.01. Other Events
On June 21, 2007, the underwriters of the recently completed public offering of
MathStar, Inc. ("MathStar" or the "Company") exercised their entire option to
purchase an additional 3,125,000 shares of the common stock from MathStar to
cover overallotments. MathStar granted the underwriters a 30-day overallotment
option to purchase up to 3,125,000 shares of common stock at the public offering
price of $1.60 per share, less the underwriting discount. Net proceeds from the
exercise of the overallotment option will be approximately $4.6 million. In
total, including the overallotment shares, the Company will have sold 25,000,000
shares of the Company's common stock at a public offering price of $1.60 per
share, before underwriting discounts and commissions, resulting in gross
proceeds of $40.0 million. The closing of the sale of the overallotment shares
is expected to occur on June 28, 2007, subject to the satisfaction of customary
closing conditions.
MathStar intends to use the net proceeds for general corporate purposes,
including expanding sales and marketing, customer service and training efforts,
and investing in product development resources.
MDB Capital Group, LLC acted as sole manager for the offering. Feltl and Company
was also an underwriter for the offering.
A registration statement relating to these securities has been filed with and
declared effective by the Securities and Exchange Commission. Information about
this offering is available in the prospectus supplement and the accompanying
prospectus filed by MathStar with the Securities and Exchange Commission.
On June 21, 2007, the Company issued a press release announcing the exercise of
the overallotment option. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibit listed below is filed herewith:
99.1 Press Release dated June 21, 2007.
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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.
Date: June 21, 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)
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