UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
__________________________
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
October 22
,
2008
Date of Report
(Date of earliest event reported)
SOCKET
MOBILE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
001-13810
(Commission
File Number)
|
94-3155066
(IRS Employer
Identification No.)
|
39700 Eureka
Drive
Newark, CA 94560
(Address of principal executive offices, including zip code)
(510) 933-3000
(Registrant's
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On October 22, 2008, Socket Mobile, Inc. (the "Company") received a letter
from NASDAQ Stock Market (the "NASDAQ Letter") indicating that NASDAQ has suspended
for a three-month period, effective October 16, 2008, the enforcement of the
rule requiring a minimum bid price and market value of publicly held shares
(the "Rule"). NASDAQ has said that it will not take any action to delist any
security for these concerns during the suspension. NASDAQ has stated that, given
the current extraordinary market conditions, this suspension will remain in
effect through Friday, January 16, 2009 and that the Rule will be reinstated
on Monday, January 19, 2009.
As previously announced on June 10, 2008, the listing of the Company's common
stock was transferred from the NASDAQ Global Market to the NASAQ Capital Market
effective on June 9, 2008, and the Company expected to be afforded an additional
compliance period of 180 calendar days, or until December 8, 2008, to comply
with the minimum bid price requirement of the NASDAQ Capital Market. As a result
of the three-month suspension by NASDAQ, the Company now has until March 10,
2009 to regain compliance with the Rule.
If compliance with the Rule cannot be demonstrated by March 10, 2009, the NASDAQ
Letter indicates that the NASDAQ Staff will provide written notification that
the Company's common stock will be delisted, after which the Company may appeal
the NASDAQ Staff determination to the NASDAQ Listing Qualifications Panel.
In order to regain compliance with the Rule, the Company has effected a reverse
stock split as described under Item 5.03 below.
Item 3.03 Material Modifications to the Rights of Security Holders
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April 23, 2008, at its annual meeting of stockholders, the Company received
stockholder approval of a proposal authorizing the Company's Board of Directors,
in its discretion, to effect a reverse stock split of the Company's common stock,
par value $0.001 per share (the "Common Stock"), at a ratio within a range of
from one-for-five to one-for-ten shares. On October 22, 2008, the Company's
Board of Directors approved the implementation of the reverse stock split at
a ratio of one-for-ten shares (the "Reverse Stock Split").
On October 23, 2008, the Company filed a Certificate of Amendment to its Restated
Certificate of Incorporation (the "Certificate of Amendment") with the Secretary
of State of the State of Delaware to effect the Reverse Stock Split at 5pm Eastern
time on October 23, 2008.
On October 24, 2008 the common stock began trading at the Reverse Stock Split
ratio. Each ten (10) shares of Common Stock, par value $0.001 per share, of
the Company issued and outstanding were, automatically and without any action
on the part of the respective holders thereof, combined and reconstituted as
one (1) share of Common Stock, par value $0.001 per share, of the Company. The
Reverse Stock Split reduced the number of outstanding shares of Common Stock
from approximately 32,300,129 shares to approximately 3,230,012 shares. Holders
of a fractional share of Common Stock as a result of the Reverse Stock Split
are entitled to receive a cash amount (without interest) equal to the fair market
value of that fraction based upon the average of the closing bid prices of the
Common Stock as reported on the NASDAQ Capital Market for each of the five trading
days immediately preceding the effective date of the Certificate of Amendment.
Effective on the commencement of trading on the NASDAQ Capital Market on October
24, 2008, the Common Stock began trading under a new ticker symbol, SCKTD (which
reflects the Reverse Stock Split). The Common Stock will trade under this symbol
until November 21, 2008 after which time it will revert to trading under the
symbol SCKT.
A copy of the Certificate of Amendment effecting the Reverse Stock Split and
a copy of the press release announcing the foregoing are attached hereto as
Exhibits 3.1 and 99.1 respectively and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
|
|
|
|
|
3.1
|
|
Certificate of Amendment to the Restated Certificate
of Incorporation of Socket Mobile, Inc. filed with the Secretary of State
of the State of Delaware on October 23, 2008.
|
99.1
|
|
Text of press release, dated October 24, 2008, titled
"Socket Mobile Effects a One for Ten Reverse Stock Split."
|
SIGNATURES
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOCKET MOBILE,
INC.
|
|
|
|
|
|
|
Date: October
24, 2008
|
|
By:
/s/
|
David
W. Dunlap
|
|
|
|
Name:
David W. Dunlap
Vice President, Finance and Administration
and Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
|
|
|
3.1
|
|
Certificate of Amendment to the Restated Certificate
of Incorporation of Socket Mobile, Inc. filed with the Secretary of State
of the State of Delaware on October 23, 2008.
|
99.1
|
|
Text of press release, dated October 24, 2008, titled
"Socket Mobile Effects a One for Ten Reverse Stock Split."
|
Socket Mobile (MM) (NASDAQ:SCKTD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Socket Mobile (MM) (NASDAQ:SCKTD)
Historical Stock Chart
From Jul 2023 to Jul 2024