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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): September 16, 1997
SOCKET COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13810 94-3155066
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
37400 Central Court
Newark, CA 94560
(Address of principal executive offices)
(510) 744-2700
(Registrant's telephone number, including area code)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On September 16, 1997, Socket Communications, Inc. (the "Registrant")
issued Convertible Promissory Notes (the "Notes") in the aggregate amount of
$200,000 to FortagsByggarna BV, Fredrik Grunewald, Goran Garberg, Jelka
Forvaltning AB, Martin Gemvik, Bona Utilia AB, Cambista AB, Sture Lunden, Peter
Lonnqvist (the "Investors"). The Investors are stockholders of Cetronic
Aktiebolag [Publ] ("Cetronic") with which the Registrant has entered into a
Combination Agreement that provides for the acquisition by the Registrant of all
of the outstanding shares of Cetronic by way of exchange offer proceedings under
applicable Swedish law (the "Combination"). The Combination is expected to occur
in December 1997. The Notes have a maturity date of August 14, 1998, and are
convertible into Common Stock of the Registrant at a conversion price of $0.50
per share. The Notes amend and restate convertible promissory notes issued in
February 1997 and, therefore, no additional funds were received by the
Registrant. In addition, the Registrant granted to the Investors options to
make additional investments upon the same terms as the Notes up to an aggregate
investment of $500,000 (the "Options") for all such Investors. The Options are
immediately exercisable and expire on October 31, 1997. The issuance of the
Notes and the Options was made in an offshore transaction pursuant to Regulation
S of the Securities Act of 1933, as amended (the "Act"), and therefore was
exempt from registration under the Act.
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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.
SOCKET COMMUNICATIONS, INC.
Dated: September 23, 1997 By: /s/ David Dunlap
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David Dunlap, Vice President of
Finance and Administration, Chief
Financial Officer
