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As filed with the Securities and Exchange Commission on November 6, 1997
Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOCKET COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3155066
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NUMBER)
37400 CENTRAL COURT
NEWARK, CA 94560
(510) 744-2700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID W. DUNLAP
CHIEF FINANCIAL OFFICER
SOCKET COMMUNICATIONS, INC.
37400 CENTRAL COURT
NEWARK, CA 94560
(510) 744-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
BARRY E. TAYLOR, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-24787
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please the check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Each Class of Securities to be Registered Registered Share(1) Price(1) (2) Registration Fee (2)
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Common Stock, $0.001 par value per share 466,649 $ 0.53 $ 247,323 $ 100.00
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(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a).
(2) 3,000,000 shares were registered under Securities Act Registration Statement No. 333-24787, with respect to which a filing
fee of $ 548 was previously paid with the earlier registration statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Socket Communications, Inc. (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (Registration No. 333-24787, which was
declared effective by the Commission on April 21, 1997 relating to the offering
of up to 3,000,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 6, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than November 6,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark, State of California, on October 31, 1997.
SOCKET COMMUNICATIONS, INC.
By: /s/ David W. Dunlap
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David W. Dunlap
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on October 31,
1997 in the capacities indicated.
Signature Title
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* Acting Chief Executive Officer (Principal
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Charlie Bass Executive Officer) and Director*
* Director
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Jack Carsten
* Executive Vice President of Business Michael
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Michael Gifford Development and Director
* Director
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Gary W. Kalbach
/s/ David W. Dunlap Vice President of Finance and Administration
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David W. Dunlap and Chief Financial Officer (Principal
Financial and Accounting Officer)
By /s/ David W. Dunlap
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David W. Dunlap,
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TABLE
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney
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* Incorporated by reference to Registration Statement on Form S-3 (File No.
333-24787)
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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
November 6, 1997
Socket Communications, Inc.
37400 Central Court
Newark, California 94560
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (Registration
Statement No. 333-24787) (the "Initial Registration Statement") filed by you
with the Securities and Exchange Commission (the "Commission") and declared
effective on April 21, 1997 and the Registration Statement on Form S-3 (the
"Rule 462(b) Registration Statement" and together, with the Initial
Registration Statement, the "Registration Statements") to be filed on
November 6, 1997 pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the registration under the
Securities Act on behalf of certain stockholders of the Company (the "Selling
Stockholders") of 466,649 shares of your Common Stock, $0.001 par value (the
"Shares"). We understand that the Shares are to be sold by the Selling
Stockholders to the public as described in the Registration Statements. As
your legal counsel, we have examined the proceedings taken, and are familiar
with the proceedings proposed to be taken, by you in connection with the sale
and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of
the Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when sold in the manner described in the Registration
Statements and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statements and further consent to the use of our name wherever appearing in
the Registration Statements, including the Prospectus constituting a part
thereof, and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333-24787) of Socket Communications, Inc. and in the related
Prospectus for the registration of 466,649 shares of common stock of our
report dated January 31, 1997, with respect to the financial statements and
schedule of Socket Communications, Inc. included in the Company's Annual
Report (Form 10-KSB) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 6, 1997
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