Amended Tender Offer Statement by Issuer (sc To-i/a)
March 12 2018 - 9:40AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington
,
D.C. 20549
|
Amendment
No.2 to
SCHEDULE TO
TENDER
OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
SOCKET
MOBILE, INC.
|
(Name
of Subject Company (Issuer) and Filing Person (as Offeror))
Common
Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
83368E200
(CUSIP
Number of Class of Securities)
|
_________________________
David W. Dunlap
Chief Financial Officer
SOCKET MOBILE, INC.
39700 Eureka Drive
Newark
,
CA 94560
(510) 933-3000
|
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
|
|
With
copies to:
Herbert P.
Fockler
Erika
M. Muhl
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto
, CA 94304
(650) 493-9300
|
|
____________________________________
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
:
$5,312,500
|
Amount
of Filing Fee**
:
$661.41
|
*
Calculated solely for purposes of determining the filing fee. This amount is based
on the purchase of 1,250,000 shares of common stock of Socket Mobile, Inc. at the maximum
tender offer price of $4.25 per share.
**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value
of the transaction.
[X]
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing.
|
|
|
|
|
|
|
Amount Previously Paid:
|
$661.41
|
Filing Party:
|
Socket Mobile, Inc.
|
Form or Registration No.:
|
Schedule TO-I
|
Date filed:
|
February 2, 2018
|
[_]
Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check
the appropriate boxes to designate any transactions to which the statement relates:
[_]
third-party tender offer subject to Rule 14d-1.
[X]
issuer tender offer subject to Rule 13e-4.
[_]
going-private transaction subject to Rule 13e-3.
[_]
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of the tender
offer: [_]
If
applicable, place an X in the box to designate the appropriate rule provision relied
upon in conducting this transaction:
[_]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[_]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
INTRODUCTORY
STATEMENT
This
Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed on
February 2, 2018, as amended on February 15, 2018 (the “Schedule TO”) by Socket Mobile, Inc., a Delaware corporation
(“Socket Mobile” or the “Company”). The Schedule TO, as amended by this Amendment No. 2, relates to the
offer by the Company to purchase up to 1,250,000 shares of its common stock, par value $0.001 per share (the “Shares”),
at a price not greater than $4.25 nor less than $3.75 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 2, 2018 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(i), and in
the related Letter of Transmittal (the “Letter of Transmittal”), previously filed as Exhibit (a)(1)(ii).
Only
those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in
the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the information previously reported in
the Schedule TO.
Item
11.
Additional Information
.
Item
11 of the Schedule TO is hereby amended and supplemented by adding the following:
On
March 12, 2018, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m.,
New York City time, on March 9, 2018. A copy of such press release is filed as Exhibit (a)(5)(i) to this Schedule TO and is incorporated
herein by reference.
Item
12.
Exhibits
.
Item
12 of the Schedule TO is hereby amended by adding the following exhibit:
(a)(5)(i) Press
release announcing the preliminary results of the Offer, dated March 12, 2018
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: March
12, 2018
SOCKET
MOBILE, INC.
By:
/s/ David W. Dunlap
Name: David
W. Dunlap
|
Title:
|
C
hief
Financial Officer
|
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