FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-49001
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 9, 1998 AND PROSPECTUS
SUPPLEMENT DATED JANUARY 29, 1999
7,554,054 Shares
Socket Communications, Inc.
Common Stock, $0.001 par value
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This Prospectus Supplement (the "Second Prospectus Supplement")
supplements the Prospectus dated June 9, 1998 (the "Prospectus") and the
Prospectus Supplement dated January 29, 1999 to the Prospectus (the "First
Prospectus Supplement") of Socket Communications, Inc. ("Socket" or the
"Company") relating to the public offering, which is not being
underwritten, and sale of up to 7,554,054 shares of Common Stock of the
Company, par value $0.001 per share (the "Shares"), which may be offered
and sold from time to time by certain stockholders of the Company or by
pledgees, donees, transferees or other successors in interest that receive
such shares as a gift, partnership distribution or other non-sale related
transfer (the "Selling Stockholders"). The Company will receive no part of
the proceeds of such sales. The "Selling Stockholders" section of the
Prospectus is hereby supplemented to reflect the transfer without value by
Jeffery D. Goshay to Headwaters Capital ("Headwaters") of 2,581 shares of
Series B Preferred Stock, 1,025 shares of Series B-1 Preferred Stock and
6,672 shares of Common Stock of the Company and the transfer by Explorer
Fund Management LLC ("Explorer") of a warrant to purchase 65,000 shares of
Common Stock of the Company to Settondown Capital International, Ltd.
("Settondown"). This Second Prospectus Supplement should be read in
conjunction with the Prospectus and the First Prospectus Supplement, and
this Second Prospectus Supplement is qualified by reference to the
Prospectus except to the extent that the information herein contained
supersedes the information contained in the Prospectus. Capitalized terms
used in this Second Prospectus Supplement and not otherwise defined herein
have the meanings specified in the Prospectus.
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The date of this Prospectus Supplement is July 14, 1999
<PAGE>
SELLING STOCKHOLDERS
All of the Shares beneficially owned by Jeffery D. Goshay and
reflected in the First Prospectus Supplement were transferred without value
to Headwaters Capital on March 7, 1999. 65,000 of the Shares beneficially
owned by Explorer and reflected in the Prospectus were transferred to
Settondown. The table of Selling Stockholders in the Prospectus as amended
by the First Prospectus Supplement is hereby amended to reflect such
transfers by Jeffery D. Goshay and Explorer and supplemented to
specifically include Headwaters and Settondown. The following table sets
forth as of July 14, 1999, the number of shares of Common Stock that
Headwaters and Settondown beneficially own as of such date, the number of
shares of Common Stock beneficially owned by Headwaters and Settondown that
may be offered for sale from time to time by the Prospectus, the First
Prospectus Supplement and this Second Prospectus Supplement, and the number
of shares of Common Stock to be beneficially owned by Headwaters and
Settondown assuming the sale of all of the Shares offered by Headwaters and
Settondown. Neither Headwaters nor Settondown has held any position or
office or had a material relationship with the Company or any of its
affiliates within the past three years other than as a result of the
ownership of the Company's Common Stock.
Except as set forth in this Second Prospectus Supplement with respect
to Jeffrey Goshay and Explorer and their respective transfers to Headwaters
and Settondown, there is no change to the section entitled "Selling
Stockholders" in the Prospectus as amended by the First Prospectus
Supplement. The Company may amend or supplement the Prospectus, the First
Prospectus Supplement, and this Second Prospectus Supplement from time to
time to update the disclosure set forth therein and herein.
<TABLE>
<CAPTION>
Number of Number of
Shares Number of Shares
Beneficially Shares Beneficially
Owned Prior Being Owned After
Selling Stockholder to Offering Offered Offering
- -------------------------------------- -------------- ---------- --------------
<S> <C> <C> <C>
Headwaters Capital 360,600(1) 360,600 --
Settondown Capital International, Ltd. 65,000(2) 65,000 --
</TABLE>
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(1) Includes 258,100 and 102,500 shares of Common Stock issuable upon
conversion of shares of Series B and Series B-1 Convertible Preferred
Stock, respectively, held by Headwaters.
(2) Represents shares issuable upon exercise of a warrant.
