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
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CORRESP
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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