Amended Tender Offer Statement by Issuer (sc To-i/a)
March 14 2018 - 5:07PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
|
Washington
,
D.C. 20549
|
Amendment
No.3 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*
:
$4,875,000
|
Amount
of Filing Fee**
:
$606.94
|
*
This amount is based on the purchase of 1,250,000 shares of common stock of Socket Mobile, Inc. at a price
of $3.90 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: [X]
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)
|
|
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INTRODUCTORY STATEMENT
This Amendment No. 3 (this “Amendment
No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed on February 2, 2018, as amended on February
15, 2018 and March 12, 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. 3, 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).
This Amendment No. 3 is intended to satisfy
the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Only those items
amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule
TO remains unchanged, and this Amendment No. 3 does not modify any of the information previously reported in the Schedule
TO.
Item 4.
Terms of the Transaction
.
Item 4 of the Schedule TO is hereby amended
and supplemented by adding the following paragraph at the end thereof:
The Tender Offer expired at 5:00 p.m.,
New York City time, on March 9, 2018. Socket Mobile accepted for purchase an aggregate of 1,250,000 Shares at a purchase price
of $3.90 per Share, for an aggregate cost of approximately $4.9 million, excluding fees and expenses relating to the Offer. These
Shares represent approximately 17.6% of the total number of Shares issued and outstanding as of March 13, 2018.
Item 11.
Additional Information
.
Item 11 of the Schedule TO is hereby
amended and supplemented by adding the following paragraph at the end thereof:
On March 14, 2018, the Company issued
a press release announcing the final 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)(ii) to this Schedule TO and is incorporated herein by reference.
Item 12.
Exhibits
.
Item 12 of the Schedule TO is hereby
amended and supplemented by adding the following exhibit:
(a)(5)(ii) Press release announcing
the final results of the Offer, dated March 14
, 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 14
,
2018
SOCKET MOBILE, INC.
By:
/s/ David W. Dunlap
Name: David W. Dunlap
|
Title:
|
C
hief Financial
Officer
|
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