SOCKET MOBILE, INC. — Regulatory Filings 2005

Apr 12, 2005

S-8 POS 1 s8-pos.htm

As filed with the Securities and Exchange Commission on April 12, 2005 Registration No. 333-123396

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
SOCKET COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
________
DELAWARE	94-3155066
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
37400 Central Court Newark, CA 94560
(Address of principal executive offices)
________
AMENDED AND RESTATED 1995 STOCK PLAN 2004 EQUITY INCENTIVE PLAN
(Full title of the Plans)
________
David W. Dunlap Chief Financial Officer Socket Communications, Inc 37400 Central Court Newark, CA 94560 (510) 744-2700
(Name, address, and telephone number, including area
code, of agent for service)
________
Copy to:
Herbert P. Fockler, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300

EXPLANATORY STATEMENT:

Socket Communications, Inc. (the "Registrant") is filing this Post-Effective Amendment No. 1, to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 16, 2005, solely for the purpose of amending the Consent of Moss Adams LLP filed as Exhibit 23.1.

Item 8. Exhibits.

Listed below are documents filed or furnished as part of this Post-Effective Amendment No. 1.

| Exhibit
Number | Description |
| --- | --- |
| 23.1 | Consent of Moss Adams LLP, Independent Registered Public
Accounting Firm |

SIGNATURES

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of California, on this 11th day of April, 2005.

SOCKET COMMUNICATIONS, INC. By: /s/ David W. Dunlap David W. Dunlap Chief Financial Officer and Vice President of Finance and Administration

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/Kevin J. Mills Kevin J. Mills	President and Chief
Executive Officer (Principal Executive Officer) and Director	April 11, 2005
/s/ David W.
Dunlap David W. Dunlap	Chief Financial Officer
and Vice President of Finance and Administration (Principal Financial
and Accounting Officer)	April 11, 2005
/s/ Charlie Bass Charlie Bass	Chairman of the Board	April 11, 2005
/s/ Micheal L.
Gifford Micheal L. Gifford	Executive Vice President
and Director	April 11, 2005
/s/ Enzo Torresi Enzo Torresi	Director	April 11, 2005
/s/ Gianluca Rattazzi Gianluca Rattazzi	Director	April 11, 2005
/s/ Peter Sealey Peter Sealey	Director	April 11, 2005
/s/ Leon Malmed Leon Malmed	Director	April 11, 2005

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ____________________

EXHIBITS ____________________

Post-Effective Amendment No. 1 to Form S-8

SOCKET COMMUNICATIONS, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
23.1	Consent of Moss Adams LLP, Independent Registered Public
Accounting Firm

Exhibit 23.1

CONSENT OF MOSS ADAMS LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated 1995 Stock Plan and 2004 Equity Incentive Plan of Socket Communications, Inc. of our report dated February 11, 2005, with respect to the consolidated financial statements of Socket Communications, Inc., Socket Communications, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Socket Communications, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ MOSS ADAMS LLP

San Francisco, California March 16, 2005