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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
October 5, 2000
Date of Report (date of earliest event reported)
SOCKET COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-13810 94-3155066
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
37400 Central Court
Newark, CA 94560
(Address of principal executive offices, including zip code)
(510) 744-2700
(Registrant's telephone number, including area code)
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Item 5. Acquisition or disposition of Assets
On October 4, 2000, Socket Communications, Inc., a Delaware
corporation ("Socket"), 3rd Rail Acquisition Corp, a California
corporation and wholly owned subsidiary of Socket ("Merger Sub"),
3rd Rail Engineering, Inc., a California corporation ("3rd Rail")
and certain other parties entered into an Agreement and Plan of
Reorganization, (the "Reorganization Agreement"), providing for the
acquisition of 3rd Rail by Socket. On October 5, 2000, Merger Sub
merged with and into 3rd Rail, with 3rd Rail surviving as a wholly
owned subsidiary of Socket. Pursuant to the Reorganization Agreement,
Socket issued 796,282 shares of its common stock and approximately
$1,000,000 in cash in exchange for all of the outstanding shares of
3rd Rail common stock. 218,679 shares of Socket common stock to be
paid in the merger was deposited into an escrow account to secure
certain representations and warranties made by 3rd Rail. The
acquisition will be accounted for under the purchase method of
accounting. The transaction is valued at approximately $12,000,000
based on the average closing price of Socket common stock for the
twenty trading day period ending on October 3, 2000. It is intended
that the transaction be treated as a tax-free reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended.
In connection with the Reorganization Agreement, Socket agreed to
enter into employment agreements with Messrs. Hughes, Miller and
Newman (the "Employment Agreements") and a Registration Rights
Agreement for the benefit of the former 3rd Rail shareholders (the
"Registration Rights Agreement"). This discussion of the Employment
Agreements and Registration Rights Agreement shall be supplemented by
copies of the Form of Employment Agreement, which is attached as
Exhibits 99.1 hereto and the Form of Registration Rights Agreement,
which is attached as Exhibit 4.1 hereto.
The foregoing summary is qualified in its entirety by reference
to the full text of the Reorganization Agreement, which is attached
hereto as Exhibit 2.1, and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the financial
statements required by this Item 7(a). In accordance with
Item 7(a)(4) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than December 19, 2000.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the pro forma financial
information required by this Item 7(b). In accordance with Item 7(b)
of Form 8-K, such financial statements shall be filed by amendment to
this Form 8-K no later than December 19, 2000.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated as of
October 4, 2000 by and between Socket, Merger Sub, 3rd
Rail, and certain other parties.
4.1 Form of Registration Rights Agreement, dated as of
October 4, 2000 by and between former shareholders of
3rd Rail and Socket.
99.1 Form of Employment Agreement, dated as of October 4,
2000 by and between Paul Hughes, Robert Miller, Thomas
Newman and Socket.
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SIGNATURE
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.
Dated: October 19, 2000 SOCKET COMMUNICATIONS, INC.
By: /s/ DAVID W. DUNLAP
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David W. Dunlap
Vice President, Finance
and Administration
and Chief Financial
Officer
(Principal Financial and
Accounting Officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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SOCKET COMMUNICATIONS, INC.
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