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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): August 3, 2010
MACHINETALKER, 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.)
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)
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 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
MachineTalker, Inc., a Delaware corporation (the "Company") entered
into seven stock purchase agreements with seven private investors who agreed to
purchase a total of 222,222,222 shares of the Company's common stock for a total
purchase price of $100,000. The Company also entered into a Nonstatutory Stock
Option Agreement with James B. Nelson, a consultant to the Company, granting him
options to purchase up to 75,000,000 shares of the Company's common stock for
$0.01 per share for a period of seven years after the options were granted. The
options were granted effective 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. See the description of the private
sale of securities in Item 3.02 of this report, copies of the form of Stock
Purchase Agreement and Stock Option Agreement attached to this report as
Exhibits 10.1 and 10.2, respectively. The Company also plans to effect a
one-for-five reverse stock split of its issued and outstanding common stock and
change its name to Solar3D, Inc. in the near future.
SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02. Unregistered Sales of Equity Securities.
On August 3, 2010, MachineTalker, Inc., a Delaware corporation (the
"Company"), closed the sale of 222,222,222 shares of its common stock to seven
private investors for a total purchase price of $100,000. The sale was made as a
private placement pursuant to Regulation D of Section 4(2) of the Securities Act
of 1933, as amended. The common stock was purchased for $0.00045 per share by
the following investors in the following amounts:
NAME NUMBER OF SHARES INVESTMENT AMOUNT
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Cumorah Capital, Inc.: 75,709,701 $ 34,069.37
Pearl Innovations, LLC: 64,709,701 $ 29,119.37
New Quest Ventures, LLC: 11,000,000 $ 4,950.00
Ying Xue Huang: 11,000,000 $ 4,950.00
Wings Fund, Inc.: 11,000,000 $ 4,950.00
Roland F. Bryan (1): 36,079,047 $ 16,235.57
Nadir Dagli (2): 12,723,773 $ 5,725.70
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(1) Mr. Bryan is the Chairman and Chief Executive Officer of the Company.
(2) Mr. Dagli is a scientific consultant to the Company and an existing
shareholder.
The Company has also granted a nonstatutory stock option to James B.
Nelson, a business consultant to the Company, giving Mr. Nelson the right to
purchase up to 75,000,000 shares of the Company's common stock for a purchase
price of $0.01 per share for a period of seven years after the options were
granted. The options were granted effective July 22, 2010 and vest 1/36th per
month commencing on August 21, 2010, for as long as Mr. Nelson remains engaged
as a consultant or employed by the Company. The option was granted in a private
placement pursuant to Regulation D of Section 4(2) of the Securities Act of
1933, as amended. As stated, the Company plans to effect a one-for-five reverse
split of its issued and outstanding common stock but not its authorized common
stock, resulting in considerably more authorized stock becoming available to be
reserved for issuance upon the exercise of these stock options. The exercise of
these stock options is conditioned on the implementation of the reverse stock
split so that sufficient authorized but unissued common stock will be available
in the event that the options are exercised.
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SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Stock Purchase Agreement for the private sale of
common stock, dated July 22, 2010.
10.2 Nonstatutory Stock Option Agreement with James B.
Nelson, dated July 22, 2010.
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: August 3, 2010
/s/ Roland F. Bryan
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Roland F. Bryan, President
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