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SEC Company Response from SOCKET MOBILE, INC. (SCKT) (CIK 0000944075) (SCKT) — Jan 7, 2011

SOCKET MOBILE, INC. (SCKT) (CIK 0000944075)
Date: Jan. 7, 2011 · CIK: 0000944075 · Accession: 0000944075-11-000001

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File numbers found in text: 333-171267

Date
Jan. 7, 2011
Author
WILSON SONSINI GOODRICH & ROSATI
Form
CORRESP
Company
SOCKET MOBILE, INC. (SCKT) (CIK 0000944075)

Letter

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

Page Mill Road

Palo Alto, CA 94304-1050

Phone (650) 493-9300

Fax (650) 493-6811

www.wsgr.com

January 7, 2011

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

Attn: Mark P. Shuman, Esq.

Evan S. Jacobson, Esq.

Re: Socket Mobile, Inc.

Registration Statement on Form S-3

Filed December 17,

File No. 333-171267

Ladies and Gentlemen:

On behalf of Socket Mobile, Inc. (the "Company"), we are submitting this letter to you in response to your letter of January 3, 2011, which letter set forth comments of the Staff of the Securities and Exchange Commission (the "Staff" of the "Commission") regarding the registration statement filed by the Company with the Commission on December 17, 2010 with the file number set forth above (the "Registration Statement"). This letter sets forth the Company's responses to the Staff's comments.

The Company is concurrently filing via EDGAR Amendment No. 1 (the "Amendment") to the Registration Statement, which effects certain modifications to the Registration Statement in response to the Staff's comments, as indicated below.

For your convenience, we have numbered and restated in italics each comment to correspond to the numbering in the Staff's comment letter. In addition, we are providing via express delivery the following materials: (i) a copy of the Amendment, (ii) a copy of the Amendment marked to show changes from the Registration Statement, and (iii) a copy of this letter.

U.S. Securities and Exchange Commission

January 7, 2011

Page 2

Form S-3 filed December 17, 2010

General

1. You held your annual meeting on April 29, 2010, but did not file a Form 8-K reporting the results until May 5, 2010. Instruction 1 to Item 5.07 of Form 8-K provides that the four business day period for reporting the event under Item 5.07 shall begin to run on the day on which the meeting ended. In your response letter, please provide us with a detailed analysis supporting your belief that the Form 8-K was timely filed and addressing your eligibility to use Form S-3. Refer to General Instruction I.A.3(b) of Form S-3.

Response: The Company believes that the Form 8-K reporting the results of the annual meeting held on April 29, 2010 was timely filed. We refer to Question 121A.01 of the Staff's Compliance and Disclosure Interpretations relating to Form 8-K, which indicates that day one of the four-business day filing period required by Instruction 1 to Item 5.07 of Form 8-K is "the day after the date on which the shareholder meeting ends." In this case, the Company's annual meeting ended on Thursday, April 29, 2010, which indicates that Friday, April 30, 2010 is day one of the filing period and Wednesday, May 5, 2010 is day four of the filing period. Therefore, we believe the Company's filing of the Form 8-K reporting the results of the annual meeting on May 5, 2010 should be considered timely, and in compliance with the requirements under paragraph 3(b) of General Instruction I.A.3 of Form S-3 in order for the Company to maintain its eligibility to use Form S-3.

Front Cover Page of Registration Statement

2. We note your reference to Securities Act Rule 416 in section (c) of footnote 1 to the fee table. Please note you may not rely on Rule 416 to register for resale an indeterminate number of shares of common stock that you may issue under a conversion formula based on fluctuating market prices; you must register for resale the maximum number of shares that you think you may issue on conversion, based on a good-faith estimate and, if the estimate turns out to be insufficient, you must file a new registration statement to register the additional shares for resale. For guidance, refer to Question 213.02 of the Division of Corporation Finance's Compliance and Disclosure Interpretations of Securities Act Rules. Please confirm your understanding in your response letter.

U.S. Securities and Exchange Commission

January 7, 2011

Page 3

Response: The Company confirms its understanding that it may not rely on Rule 416 to register for resale an indeterminate number of shares of common stock that may be issued under a conversion formula based on fluctuating market prices. The Company also confirms that it is registering for resale the maximum number of shares that it may issue on conversion, based on a good faith estimate and, in the event such conversion formula requires the Company to issue shares in excess of those registered, that it will file a new registration statement to register such additional shares for resale.

Information Incorporated by Reference, page 28

3. You have not incorporated by reference your quarterly reports on Form 10-Q for the quarters ended June 30, 2010 and March 31, 2010. See Item 12(a)(2) of Form S-3. Please revise.

Response: The Company has revised the Registration Statement to incorporate by reference its quarterly reports on Form 10-Q for the quarters ended June 30, 2010 and March 31, 2010.

4. Please consider revising this section to add language stating that all filings made by you pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus. For guidance, refer to Question 123.05 of the Division of Corporation Finance's Compliance and Disclosure Interpretations of Securities Act Forms.

Response: The Company has revised this section in response to the Staff's comment.Please direct any questions or comments regarding this filing to the undersigned via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

Please direct any questions or comments regarding this filing to the undersigned via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

Sincerely,
WILSON SONSINI GOODRICH & ROSATI

Show Raw Text
CORRESP
1
filename1.htm

    WILSON
      SONSINI GOODRICH & ROSATI

      Professional Corporation

      650
        Page Mill Road

        Palo Alto, CA 94304-1050

        Phone (650) 493-9300

        Fax (650) 493-6811

        www.wsgr.com

January
  7, 2011

VIA EDGAR

United States Securities and Exchange Commission

  Division of Corporate Finance

  100 F. Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

Attn: Mark P. Shuman, Esq.

          Evan
  S. Jacobson, Esq.

  Re: Socket Mobile,
    Inc.

           Registration Statement on
    Form S-3

           Filed December 17,
    2010

           File No. 333-171267

Ladies and Gentlemen:

      On
  behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of January 3, 2011, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on December
  17, 2010 with the file number set forth above (the "Registration
  Statement"). This letter sets forth the Company's responses to the
  Staff's comments.

The Company is concurrently
  filing via EDGAR Amendment No. 1 (the "Amendment") to the Registration
  Statement, which effects certain modifications to the Registration Statement
  in response to the Staff's comments, as indicated below.

For your convenience, we
  have numbered and restated in italics each comment to correspond to the numbering
  in the Staff's comment letter. In addition, we are providing via express delivery
  the following materials: (i) a copy of the Amendment, (ii) a copy of the Amendment
  marked to show changes from the Registration Statement, and (iii) a copy of
  this letter.

U.S. Securities and Exchange Commission

  January 7, 2011

  Page 2

Form S-3 filed December 17, 2010

General

1. You held your annual meeting on April 29, 2010, but did not file a Form
  8-K reporting the results until May 5, 2010. Instruction 1 to Item 5.07 of Form
  8-K provides that the four business day period for reporting the event under
  Item 5.07 shall begin to run on the day on which the meeting ended. In your
  response letter, please provide us with a detailed analysis supporting your
  belief that the Form 8-K was timely filed and addressing your eligibility to
  use Form S-3. Refer to General Instruction I.A.3(b) of Form S-3.

  Response: The Company believes that the Form 8-K reporting the results
    of the annual meeting held on April 29, 2010 was timely filed. We refer to
    Question 121A.01 of the Staff's Compliance and Disclosure Interpretations
    relating to Form 8-K, which indicates that day one of the four-business day
    filing period required by Instruction 1 to Item 5.07 of Form 8-K is "the
    day after the date on which the shareholder meeting ends." In this case,
    the Company's annual meeting ended on Thursday, April 29, 2010, which indicates
    that Friday, April 30, 2010 is day one of the filing period and Wednesday,
    May 5, 2010 is day four of the filing period. Therefore, we believe the Company's
    filing of the Form 8-K reporting the results of the annual meeting on May
    5, 2010 should be considered timely, and in compliance with the requirements
    under paragraph 3(b) of General Instruction I.A.3 of Form S-3 in order for
    the Company to maintain its eligibility to use Form S-3.

Front Cover Page of Registration Statement

2. We note your reference to Securities Act Rule 416 in section (c) of footnote
  1 to the fee table. Please note you may not rely on Rule 416 to register for
  resale an indeterminate number of shares of common stock that you may issue
  under a conversion formula based on fluctuating market prices; you must register
  for resale the maximum number of shares that you think you may issue on conversion,
  based on a good-faith estimate and, if the estimate turns out to be insufficient,
  you must file a new registration statement to register the additional shares
  for resale. For guidance, refer to Question 213.02 of the Division of Corporation
  Finance's Compliance and Disclosure Interpretations of Securities Act Rules.
  Please confirm your understanding in your response letter.

U.S. Securities and Exchange Commission

  January 7, 2011

  Page 3

  Response: The Company confirms its understanding that it may not rely
    on Rule 416 to register for resale an indeterminate number of shares of common
    stock that may be issued under a conversion formula based on fluctuating market
    prices. The Company also confirms that it is registering for resale the maximum
    number of shares that it may issue on conversion, based on a good faith estimate
    and, in the event such conversion formula requires the Company to issue shares
    in excess of those registered, that it will file a new registration statement
    to register such additional shares for resale.

Information Incorporated by Reference, page 28

3. You have not incorporated by reference your quarterly reports on Form
  10-Q for the quarters ended June 30, 2010 and March 31, 2010. See Item 12(a)(2)
  of Form S-3. Please revise.

  Response: The Company has revised the Registration Statement to incorporate
    by reference its quarterly reports on Form 10-Q for the quarters ended June
    30, 2010 and March 31, 2010.

4. Please consider revising this section to add language stating that all
  filings made by you pursuant to the Exchange Act after the date of the initial
  registration statement and prior to effectiveness of the registration statement
  shall be deemed to be incorporated by reference into the prospectus. For guidance,
  refer to Question 123.05 of the Division of Corporation Finance's Compliance
  and Disclosure Interpretations of Securities Act Forms.

  Response: The Company has revised this section in response to the
    Staff's comment.Please direct any questions or comments regarding this filing
    to the undersigned via facsimile at (650) 493-6811 or by telephone at (650)
    320-4601.

Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

      Sincerely,

          WILSON SONSINI GOODRICH & ROSATI

          Professional Corporation

    /s/ Herbert P. Fockler

    Herbert
      P. Fockler

    cc:
      Socket Mobile, Inc.

          David
      W. Dunlap, Chief Financial Officer