FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-49001
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 9, 1998
7,554,054 Shares
Socket Communications, Inc.
Common Stock, $0.001 par value
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This Prospectus Supplement (the "Prospectus Supplement")
supplements the Prospectus dated June 9, 1998 (the "Prospectus") 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 distribution by
Explorer Partners, L.L.C. ("Explorer Partners") of 12,500 shares of
Series B Preferred Stock of the Company and 8,850 shares of Series B-1
Preferred Stock of the Company. This Prospectus Supplement should be
read in conjunction with the Prospectus, and this 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 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 January 29, 1999
SELLING STOCKHOLDERS
All of the Shares beneficially owned by Explorer Partners and
reflected in the Prospectus were distributed to the limited partners of
Explorer Partners on December 30, 1998. The table of Selling
Stockholders in the Prospectus is hereby amended to reflect such
distribution by Explorer Partners and supplemented to specifically
include the entities and individuals who received such distribution.
The following table sets forth as of January 29, 1999, the name of each
of the entities and individuals who received Shares through the
distribution by Explorer Partners who were not specifically identified
in the Prospectus as Selling Stockholders, the number of shares of
Common Stock that each such Selling Stockholder beneficially owns as of
such date, the number of shares of Common Stock beneficially owned by
each such Selling Stockholder that may be offered for sale from time to
time by the Prospectus and this Prospectus Supplement, and the number of
shares of Common Stock to be beneficially owned by each such Selling
Stockholder assuming the sale of all of the Shares offered by such
Selling Stockholders. Except as indicated, none of such Selling
Stockholders 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 Prospectus Supplement with respect to
Explorer Partners and the distribution to its limited partners, there is
no change to the section entitled "Selling Stockholders" in the
Prospectus. The Company may amend or supplement the Prospectus and this
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>
Timothy J. and Stephanie A. Keating 42,300(1) 42,300 --
Michael Primasing and Lori-Hattrick 80,300(2) 80,300 --
Brent and Patrice Clapacs Family Trust 241,600(3) 241,600 --
Jeffrey D. Goshay 360,600(4) 360,600 --
Paul B. McHugh 80,600(5) 80,600 --
John J. McHugh 50,700(5) 50,700 --
Ross Reason 39,800(5) 39,800 --
Alan S. and Julie K. Lowe Family Trust 19,900(5) 19,900 --
Daniel & Cynthia McEvoy JTWROS 39,800(5) 39,800 --
James J. McHugh 81,500(5) 81,500 --
Anne Wall 40,700(5) 40,700 --
MLPF&S Custodian FBO
Katherine Mitchell Holz 203,800(5) 203,800 --
James J. Mitchell 101,900(5) 101,900 --
Edouard Peter 101,900(5) 101,900 --
HSBC Securities Inc. 144,400(6) 144,400 --
Ailouros Ltd. 216,500(7) 216,500 --
James N. Baxter 288,700(8) 288,700 --
- --------------------
</TABLE>
(1) Represents 35,100 and 7,200 shares of Common Stock issuable upon
conversion of shares of Series B and Series B-1 Convertible Preferred
Stock, respectively.
(2) Represents 67,200 and 13,100 shares of Common Stock issuable upon
conversion of shares of Series B and Series B-1 Convertible Preferred
Stock, respectively.
(3) Represents 129,000 and 112,600 shares of Common Stock issuable upon
conversion of shares of Series B and Series B-1 Convertible Preferred
Stock, respectively.
(4) Represents 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.
(5) Represents shares of Common Stock issuable upon conversion of Shares
of Series B Convertible Preferred Stock.
(6) Represents shares of Common Stock issuable upon conversion of
Series B-1 Convertible Preferred Stock. Stephen Rider, as Managing
Director of HSBC Securities Inc., exercises shared voting and
investment power of the shares held by HSBC Securities Inc. Mr.
Rider disclaims beneficial ownership of the shares held by HSBC
Securities Inc. except to the extent of his pecuniary interest
therein.
(7) Represents shares of Common Stock issuable upon conversion of
Series B-1 Convertible Preferred Stock. Timothy Katz, as Managing
Director of Ailouros Ltd., exercises sole voting and investment power
of the shares held by Ailorous Ltd.
(8) Represents shares of Common Stock issuable upon conversion of
Series B-1 Convertible Preferred Stock.
