SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Socket Communications, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
413110107
(CUSIP Number)
David W. Sass, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
(212) 448-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /X/.
(Continued on following page(s))
Page 1 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Harmat Organization, Inc., I.D. No. 11-2780723
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS / / REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) N.A.
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER 7 SOLE VOTING POWER* 1,737,519
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED
-------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
-------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON* 1,737,519 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
--
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0%*
14 TYPE OF REPORTING PERSON CO
* Assumes conversion of all Preferred Stock and exercise in full of certain
warrants held by the Reporting Person.
<PAGE>
Item 1. Security and Issuer.
This Statement of Beneficial Ownership on Schedule 13-D relates to shares
of Common Stock, $.001 par value per share (the "Common Stock"), of Socket
Communications, Inc., a Delaware corporation (the "Issuer"), which has its
principal executive offices located at 37400 Central Court, Newark, CA 94560.
This Common Stock shall be issuable upon the conversion of 130,179 shares of
Series D Convertible Preferred Stock of the Issuer (the "Preferred Stock"), and
the exercise in full of a warrant. The warrant is for the purchase of 435,729
shares of Common Stock at a price of $.57375 per share, expiring November 9,
2001 and issued to the Reporting Person (the "Warrant"). The reporting date (the
"Reporting Date") with respect to the transactions covered hereby is November 9,
1998.
Item 2. Identity and Background.
(a) Name: The Harmat Organization
(b) State of Organization: Delaware
(c) Address: Old Country Road, P.O. Box 539, Quogue, NY 11959
(d) Involvement in certain legal proceedings: Not Applicable.
(e) Party to a civil proceeding: Not Applicable.
Item 3. Source of Funds
The amount of $750,000 was paid to purchase the Preferred Stock and the
Warrant and was funded from the working capital of the Reporting Person. None of
the purchase price was represented by funds which were borrowed.
Item 4. Purpose of Transaction
The Reporting Person purchased the Preferred Stock and the Warrant for
the purpose of investing in the Issuer. The Reporting Person believes that the
Issuer is developing products which will benefit the Reporting Person. The
Reporting Person is not interested in and has no plans or proposals which would
result in the items described in Item 4(a)-(j).
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns an aggregate of 1,737,519
shares of Common Stock, representing 19.0% of the outstanding shares of Common
Stock of the Issuer. This figure assumes the conversion of 130,179 shares of
Preferred Stock into 1,301,790 shares of Common Stock and the exercise in full
of the Warrant to purchase 435,729 shares of the Issuer's Common Stock.
(b) The Reporting Person possesses sole power to vote and to dispose or
direct the disposition of 1,737,519 shares of Common Stock. This figure assumes
the conversion of 130,179 shares of Preferred Stock into 1,301,790 shares of
Common Stock and the exercise in full of the Warrant to purchase 435,729 shares
of the Issuer's Common Stock.
(c) On November 9, 1998 the Issuer and the Reporting Person entered
into a Series D Convertible Preferred Stock Purchase Agreement (the "Stock
Purchase Agreement"). Pursuant to the Stock Purchase Agreement the Reporting
Person purchased 130,179 shares of Series D Convertible Preferred Stock and the
Warrant
<PAGE>
to purchase 435,729 shares of Common Stock at a price of $.57375 per share,
expiring November 9, 2001, for an aggregate purchase price of $750,000.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceed from the sale of the
shares of Common Stock disclosed herein.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the issuer.
On November 9, 1998 the Issuer and the Reporting Person entered into
the Stock Purchase Agreement, as described in Item 5 above. Pursuant to the
Stock Purchase Agreement the Reporting Person purchased 130,179 shares of Series
D Convertible Preferred Stock and a warrant to purchase 435,729 shares of Common
Stock, for an aggregate purchase price of $750,000.
Item 7. Material to be filed as Exhibits.
Not applicable.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: November 17, 1998
THE HARMAT ORGANIZATION, INC.
-------------------------------
BY: Matthew Schilowitz
TITLE: President
