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