-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/QwihBYDuR6l93pZ7i1kwdQmmh0Zqfi4IllCDH3ryB6FdtAI0iUmLOce1nmKaah m8HDaPSpJ0L4se5KFeX/vQ== 0001452690-08-000001.txt : 20081231 0001452690-08-000001.hdr.sgml : 20081231 20081231075044 ACCESSION NUMBER: 0001452690-08-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081230 DATE AS OF CHANGE: 20081231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATHSTAR INC CENTRAL INDEX KEY: 0001118037 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81298 FILM NUMBER: 081277353 BUSINESS ADDRESS: STREET 1: 19075 NORTHWEST TANASBOURNE DRIVE STREET 2: SUITE 200 CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 503-726-5500 MAIL ADDRESS: STREET 1: 19075 NORTHWEST TANASBOURNE DRIVE STREET 2: SUITE 200 CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zanett Opportunity Fund, Ltd. CENTRAL INDEX KEY: 0001452690 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O APPLEBY SPURLING, CANON'S COURT STREET 2: 22 VICTORIA ST. PO BOX HM 1179 CITY: HAMILTON STATE: D0 ZIP: HM 1179 BUSINESS PHONE: 1-441-295-2244 MAIL ADDRESS: STREET 1: C/O APPLEBY SPURLING, CANON'S COURT STREET 2: 22 VICTORIA ST. PO BOX HM 1179 CITY: HAMILTON STATE: D0 ZIP: HM 1179 SC 13D 1 filing13dmathstar.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) MathStar, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 576801302 - -------------------------------------------------------------------------------- (CUSIP Number) Zachary McAdoo The Zanett Group 635 Madison Avenue, 15th Floor New York, New York 10022 (212) 486-3364 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. CUSIP No. 576801302 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zanett Opportunity Fund, Ltd. (EIN# N/A) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 506,758 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 506,758 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,758 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.52% 14. TYPE OF REPORTING PERSON CO CUSIP No. 576801302 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lombardier Management, Ltd. (EIN# N/A) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands based corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 506,758 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 506,758 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,758 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.52% 14. TYPE OF REPORTING PERSON CO CUSIP No. 576801302 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zachary McAdoo 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 506,758 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 506,758 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,758 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.52% 14. TYPE OF REPORTING PERSON IN CUSIP No. 576801302 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (this "Schedule 13D") relates is the Common Stock, $0.01 par value per share (the "Common Stock"), of Mathstar, Inc. (the "Issuer"). Mathstar, Inc. is a Delaware based corporation with its principal executive offices located at 19075 NW Tanasbourne, Suite 200, Hillsboro, Oregon, 97124. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This Schedule 13D is being filed by (i) the Zanett Opportunity Fund, Ltd. a Bermuda based corporation, (ii) Lombardier Management, Ltd., a Cayman Islands based corporation, and (iii) Zachary McAdoo, a citizen of the United States of America. These filers are referred to individually as a "Reporting Person" and collectively as "Reporting Persons". (b) The principle office of the Zanett Opportunity Fund, Ltd. is c/o Appleby Spurling Hunter, Canons Court, 22 Victoria Street, Hamilton HM 1179, Bermuda. (c) The Zanett Opportunity Fund, Ltd. is a Bermuda Exempted Mutual Fund Company managed by Lombardier Management, Ltd., investment manager to the Zanett Opportunity Fund, Ltd., whose principal offices are Harbour Chambers, Third Floor, Harbour Centre, P.O. Box 1348, George Town, Grand Cayman, Cayman Islands. Zachary McAdoo is the portfolio manager on behalf of Lombardier Management, Ltd. (d) None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) None of the Reporting Persons has been a party to a civil proceeding Of a judicial or administrative body of competent jurisdiction during the last five years, and no Reporting Person is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. With respect to all Reporting Persons, the source of funds used in making the purchases was working capital. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' investment activities. The purpose of this 13D is to report that on December 30th, 2008 the Reporting Persons sent a letter to the Issuer expressing views on certain matters. Such letter is attached in Exhibit B. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a) As of September 30, 2008 9,181,497 shares of MathStar, Inc.'s Common Stock were outstanding (as disclosed on MathStar, Inc.'s Form 10-Q dated November 7, 2008). The aggregate number and percentage of Common Stock held by each Reporting Person is disclosed in Items 11 and 13 of such Reporting Person's cover page to this Schedule 13D. (b) The number of shares of Class A Common Stock as to which each Reporting Person has (i) sole or shared power to vote or to direct the vote and (ii) sole or shared power to dispose or to direct the disposition is disclosed in Items 7, 8, 9, and 10 of such Reporting Person's cover page to this Schedule 13D. (c) The following transactions in the Common Stock were effected by the Zanett Opportunity Fund, Ltd. within the 60 days prior to December 30, 2008: NAME DATE SHARES PER SHARE NATURE ---- ---- --------- --------- ------- Feltl & Company 11/4/2008 8,800 $0.90 Open market purchase Feltl & Company 11/4/2008 20,000 $0.87 Open market purchase Feltl & Company 11/4/2008 6,900 $0.75 Open market purchase Feltl & Company 11/4/2008 20,000 $0.78 Open market purchase Feltl & Company 11/4/2008 3,600 $0.75 Open market purchase Feltl & Company 11/4/2008 5,020 $0.73 Open market purchase Feltl & Company 11/4/2008 11,200 $0.72 Open market purchase Feltl & Company 11/4/2008 24,781 $0.72 Open market purchase Jefferies & Company 11/4/2008 5,000 $0.72 Open market purchase Feltl & Company 11/4/2008 60,000 $0.71 Open market purchase
(d) No person other than each Member has the right to receive or the power to direct the receipt of dividends from the shares of Common Stock held directly by each respective Member or the right to receive or the power to direct the receipt of the proceeds from the sale of such shares. (e) Not applicable. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. However, the Reporting Persons among themselves may be deemed to be a group as defined in Section 13d-3(b) and have filed this joint Schedule 13D accordingly. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit No. Description A Joint Filing Agreement B Letter to the Issuer After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIGNATURE Zachary McAdoo, CFA /s/ Zachary McAdoo, CFA ------------------------------- Zachary McAdoo, CFA Zanett Opportunity Fund, Ltd. By: Lombardier Management, Ltd. Investment Manager By: /s/ Zachary McAdoo, CFA ------------------------------- Name: Zachary McAdoo, CFA Title: Portfolio Manager Lombardier Management, Ltd. By: Lombardier Management, Ltd. By: /s/ Zachary McAdoo, CFA ------------------------------- Name: Zachary McAdoo, CFA Title: Portfolio Manager EX-1 2 lettertodouglaspihl.txt The Zanett Group 635 Madison Avenue, 15th Floor New York, NY 10022 (212) 486-3364 December 30, 2008 Douglas Pihl Chairman of the Board Mathstar, Inc. 19075 NW Tanabourne, Suite 200 Hillsboro, OR 97124 Dear Mr. Pihl, I am writing to express my opinion as a shareholder that we strongly urge the Board to liquidate Mathstar, Inc. rather than acquire another company. Sincerely, Zachary McAdoo, CFA -----END PRIVACY-ENHANCED MESSAGE-----