<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Socket Communications, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
833 672 108
----------------
(CUSIP Number)
Erik Berger
Telenor Venture AS
Teatergaten 9
P. O. Box 6701
St. Olavs Plass
0130 Oslo, Norway
Tel: +47 22 77 99 88
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 23, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 2 of 11 Pages
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(1) NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Telenor AS
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (A) / /
OF A GROUP* (B) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* Inapplicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER -0-
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
- -------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
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(14) TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 3 of 11 Pages
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(1) NAME OF REPORTING PERSON.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Telenor Venture AS
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (A) / /
OF A GROUP* (B) /X/
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS* Inapplicable
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER -0-
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING
POWER -0-
--------------------------------------------------
(9) SOLE DISPOSITIVE
POWER -0-
--------------------------------------------------
(10) SHARED DISPOSITIVE
POWER -0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
- -------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 4 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
(a) Common Stock
(b) Socket Communications, Inc.
37400 Central Court
Newark, CA 94560
ITEM 2. IDENTITY AND BACKGROUND.
The information in this Item 2, as well as the information under Items 3, 4, 5
and 6, is provided for each reporting person and for each person for whom
information is required to be provided by General Instruction C to Schedule 13D
(Reg. Section 240.13d-101).
TELENOR AS
(a) Telenor AS, a corporation formed under the laws of Norway.
(b) Universitetsgaten 2
P. O. Box 6701
St. Olavs Plass
0130 Oslo, Norway
(c) Production and supply of services in the fields of telecommunications, data
services, and media distribution.
(d) During the last five years, Telenor AS has not been convicted in a criminal
proceeding.
(e) During the last five years, Telenor AS was not a party to a civil
proceeding of a judicial or administrative body as a result of which
Telenor AS was or 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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Telenor AS. Each of the directors and
executive officers of Telenor AS is a citizen of Norway. Except as otherwise
indicated, the business address of each of such persons is Universitetsgt 2,
P. O. Box 6701, St. Olavs Plass, 0130 Oslo, Norway.
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 5 of 11 Pages
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
DIRECTORS OF TELENOR AS
<S> <C>
Arnfinn Hofstad Director
NKL
Kirkegaten 4
0153 Oslo, Norway
Finn A. Hvistendahl Head of Enginering
Norske Skog ASA
Niels Juelsgt. 24
0272 Oslo, Norway
Terje Moe Gustavsen Manager
LO Stat.
Mollergt.10
0179 Oslo, Norway
Oddbjorn Nordset Deputy County Governor
Fylkesmannen i Nord-Trondelag
Strandveien 38, Statens hus
7700 Steinkjer, Norway
Ashild Bendiktsen Chief Financial Officer
Entreprenor Bendiktsen
& Aasen A/S
P.O. Box 233
9350 Sjoevegan, Norway
Marianne Damhaug Marketing koordinator
Norplan AS
Madserud Alle 22
0268 Oslo
Synnove Lohne-Knudsen Union Leader
Kommunikasjons-og
Teletilsattes Landsforbund
Kongensgate 15
0153 Oslo, Norway
Svein Eivind Solheim Manager of Operations
Telenor Istallasjon AS
Forde, Norway
Anne Sorlie Consultant
Tele-og Dataforbundet
P. O. Box 6701, St. Olavs pl.
0130 Oslo, Norway
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 6 of 11 Pages
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF TELENOR AS
<S> <C>
Tormod Hermansen President and Chief
Executive Officer
Ole Petter Hakonsen Senior Executive
Vice President
Terje Thon Senior Executive
Vice President
Fredrik Baksaas Executive Vice President
and Chief Financial Officer
Arve Johansen Executive Vice President
and Chief Financial Officer
Torstein Moland Executive Vice President
and Chief Financial Officer
Heidi Kvaernvik Executive Vice President
Peter Pay Executive Vice President
</TABLE>
(d) During the last five years, none of the above executive officers and
directors of Telenor AS has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor AS has been a party to a civil proceeding of a
judicial or administrative body as a result of which such executive officer
or director was or 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.
TELENOR VENTURE AS
(a) Telenor Venture AS, a corporation formed under the laws of Norway
("TELENOR")
(b) Teatergaten 9
P. O. Box 6701
St. Olavs Plass
0130 Oslo, Norway
(c) Investment company with venture capital investments in public and private
companies.
(d) During the last five years, Telenor has not been convicted in a criminal
proceeding.
(e) During the last five years, Telenor was not a party to a civil proceeding
of a judicial or administrative body as a result of which Telenor was or 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 7 of 11 Pages
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Telenor. Each of the directors and
executive officers of Telenor is a citizen of Norway. Except as otherwise
indicated, the business address of each of such persons is Teatergaten 9, P.O.
Box 6701, St. Olavs Plass, 0130 Oslo, Norway.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
DIRECTORS AND EXECUTIVE OFFICERS OF TELENOR VENTURE AS
<S> <C>
Rune Rinnan President and Chief Executive Officer
Tortsein Moland Executive Vice President and
Universitetsgaten 2 Chief Financial Officer
0165 Oslo, Norway of Telenor AS
Oddvar Hesjedal Managing Director
Universitetsgaten 2 (R&D) of Telenor Fou AS
0165 Oslo, Norway
Peter Pay Chairman of the Board; Executive Vice President
Keysersgt 15 of Telenor AS
0165 Oslo, Norway
Peter Hermanrud Investment Director
Folke Bernadottesv 40 of Vital Forsikring AS
5020 Bergen, Norway
Ronny Johan Langeland Director of Storebrand
Postboks 1380, Vika Investment Management
Stranden 3B, Aker Brygge
0114 Oslo, Norway
</TABLE>
(d) During the last five years, none of the above executive officers and
directors of Telenor has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor has been a party to a civil proceeding of a judicial
or administrative body as a result of which such executive officer or
director was or 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.
Inapplicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 8 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The reporting persons are filing this amendment to reflect the fact that
they no longer beneficially own 5% or more of any class of Socket's
securities. All such Socket securities were registered in the name of
Telenor. Telenor AS is a seventy percent (70%) shareholder of Telenor and
acquired its beneficial interest in the Common Stock held by Telenor solely
by reason of its relationship to such entity.
No person named in Item 2 to this Schedule 13D currently has any plans or
proposals which relate to or would result in: (a) the acquisition by any
such person of any additional securities of Socket, or the disposition of
securities of Socket; (b) an extraordinary corporate transaction, such as a
merger or liquidation, involving Socket or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of Socket or any of its
subsidiaries; (d) any change in the present Board of Directors or
management of Socket, including any plans or proposals to change the number
or term or directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of
Socket; (f) any other material change in Socket's business or corporate
structure; (g) changes in Socket's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Socket by any person; (h) causing a class of securities of
Socket to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of Socket
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar
to any of the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth the aggregate number and percentage of the
class of securities identified in Item 1 beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2 of this Schedule 13D. The following information is based upon
information regarding the number of securities outstanding as supplied by
Socket.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF CLASS
PERSON BENEFICIALLY OWNED BENEFICIALLY OWNED
------ -------------------------- -----------------------
RIGHT TO RIGHT TO
AGGREGATE ACQUIRE AGGREGATE ACQUIRE
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Telenor -0- -0- -0- -0-
Telenor AS -0- -0- -0- -0-
</TABLE>
(b) The information contained in Lines (7), (8), (9) and (10) of the cover
pages hereof (Pages 2 through 3) is incorporated herein by this reference.
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 9 of 11 Pages
(c) The following table sets forth the amount of Socket securities sold by
Telenor since Telenor's last report on Schedule 13D including the dates of
the transactions and the price per share. All such securities were sold in
open market transactions through SG Cowen Securities Corporation.
<TABLE>
<CAPTION>
TRADE DATE NUMBER OF SHARES PER SHARE PRICE
---------- ---------------- ---------------
<S> <C> <C>
16-Oct 25,000 $ 0.35
19-Oct 10,000 0.4062
23-Oct 12,000 0.36
23 Oct 50,000 0.35
26-Oct 5,000 0.35
27-Oct 15,000 0.30
28-Oct 103,000 0.2736
28-Oct 55,000 0.30
28-Oct 60,000 0.2709
28-Oct 336,803 0.2803
</TABLE>
(d) Inapplicable.
(e) The reporting persons ceased to be the beneficial owners of more than five
percent (5%) of the securities of Socket on or about October 28, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None of the reporting persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Socket, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guaranties of loans, guaranties
against loss or guaranties of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit "A" is a copy of the reporting persons'
agreement pursuant to Rule 13d-1(k)(1)(iii).
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 10 of 11 Pages
SIGNATURES
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.
This statement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: January 26, 1999 Telenor AS, a Norwegian corporation
By: /s/ Richard A. Horning
----------------------------------------
Richard A. Horning, Attorney-In-Fact
Dated: January 26, 1999 Telenor Venture AS, a Norwegian corporation
By: /s/ Richard A. Horning
----------------------------------------
Richard A. Horning, Attorney-In-Fact
<PAGE>
SCHEDULE 13D
CUSIP No. 833 672 108 Page 11 of 11 Pages
EXHIBIT A
AGREEMENT
This will memorialize the agreement by and among all of the undersigned
that the Schedule 13D identifying each of the undersigned as "reporting
persons" and mailed to Socket Communications, Inc. ("SOCKET") and filed with
the Securities and Exchange Commission on or about January 26, 1999 with
respect to the beneficial ownership of shares of Socket's Common Stock is
being filed on behalf of each of the persons signing below. This Agreement
may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated: January 26, 1999 Telenor AS, a Norwegian corporation
By: /s/ Richard A. Horning
----------------------------------------
Richard A. Horning, Attorney-In-Fact
Dated: January 26, 1999 Telenor Venture AS, a Norwegian corporation
By: /s/ Richard A. Horning
----------------------------------------
Richard A. Horning, Attorney-In-Fact
