-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OWJFn/iEFgXaWKasJvrTA1MOY/5SKxyWaIynV4S+ZozRGuppWR+Utnei8jHfML2j tV1v7gIw9t+rBPNSRYqMYw== 0000912057-99-007436.txt : 19991129 0000912057-99-007436.hdr.sgml : 19991129 ACCESSION NUMBER: 0000912057-99-007436 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOCKET COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944075 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 943155066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50241 FILM NUMBER: 99764592 BUSINESS ADDRESS: STREET 1: 37400 CENTRAL COURT CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 5107442700 MAIL ADDRESS: STREET 1: 37400 CENTRAL COURT CITY: NEWARK STATE: CA ZIP: 94560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOCAST AB CENTRAL INDEX KEY: 0001044688 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KUNGSHOLMS STRAND 147 STREET 2: SE-11428 CITY: STOCKHOLM STATE: V7 MAIL ADDRESS: STREET 1: KUNGSHOLMS STRAND 147 STREET 2: SE-11428 CITY: STOCKHOLM STATE: V7 FORMER COMPANY: FORMER CONFORMED NAME: CETRONIC AKTIEBOLAG PUBL DATE OF NAME CHANGE: 19970820 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Socket Communications, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 833 672 108 (CUSIP Number) --------------- InfoCast AB (formerly Cetronic Aktiebolag (Publ)) Kungsholms Strand 147 SE-11428 Stockholm Sweden (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1999 ---------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 833 672 108 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) InfoCast AB (formerly Cetronic Aktiebolag (Publ)) - ---------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b )/X/ - ---------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Inapplicable - ---------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden ================================================================================================================================== | | | NUMBER OF | 7 SOLE VOTING POWER -0- | SHARES | ------------------------------------------------------------------------------------------------------ | BENEFICIALLY | 8 SHARED VOTING POWER -0- | OWNED BY | ----------------------------------------------------------------------------------------------------- | EACH | 9 SOLE DISPOSITIVE POWER -0- | REPORTING | ------------------------------------------------------------------------------------------------------ | PERSON WITH | 10 SHARED DISPOSITIVE POWER -0- ================================================================================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ---------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ===================================================================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 833 672 108 Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER. (a) Common Stock (b) Socket Communications, Inc. 37400 Central Court Newark, CA 94560 ITEM 2. IDENTITY AND BACKGROUND. The information in this Item 2, as well as the information under Items 3, 4, 5 and 6, is provided for each reporting person and for each person for whom information is required to be provided by General Instruction C to Schedule 13D (Reg. Section 240.13d-101). CETRONIC AKTIEBOLAG (PUBL) (a) InfoCast AB (formerly Cetronic Atkiebolag (Publ)), a corporation formed under the laws of Sweden ("INFOCAST") (b) Kungsholms Strand 147 SE-11428 Stockholm Sweden (c) Develops and markets software and hardware for wireless communications markets. (d) During the last five years, InfoCast has not been convicted in a criminal proceeding. (e) During the last five years, InfoCast was not a party to a civil proceeding of a judicial or administrative body as a result of which InfoCast was nor is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. EXECUTIVE OFFICERS AND DIRECTORS OF INFOCAST. (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of InfoCast. Each of the directors and executive officers of InfoCast with the exception of Per-Christian Berntsen is a citizen of Sweden. Mr. Berntsen is a citizen of Norway.
Name and Business Address Present Principal Occupation Directors and Executive Officers of InfoCast Lars-Olof Backman Chairman of the Board Lappstigen 1 Member of Telenor Venture 181 35 Lidingo, Sweden A/S Advisory Board Gino Vettese President, LinneGroup Flatskeddegatan 3 426 58 Vastra Frolunda, Sweden
SCHEDULE 13D CUSIP No. 833 672 108 Page 4 of 6 Pages
Jan-Erik Larsson Owner of Jelka Forvaltning AB Thulegatan 25 1 tr 852 36 Sundsvall, Sweden Kurt Sjoblom Consultant to InfoCast Kungsholms Strand 147 114 28 Stockholm, Sweden Per-Christian Bernsten Vice-President, Seatex A/S Universittetsgt 7 P. O. Box 6746 St. Olavs Plass 0130 Oslo, Norway Jorgen Friman Managing Director Kungsholms Strand 147 114 28 Stockholm, Sweden
(d) During the last five years, none of the above executive officers and directors of InfoCast has been convicted in a criminal proceeding. (e) During the last five years, none of the above executive officers and directors of InfoCast has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Inapplicable ITEM 4. PURPOSE OF TRANSACTION. The reporting person is filing this amendment to reflect the fact that it no longer beneficially owns 5% or more of any class of Socket's securities. No person named in Item 2 to this Schedule 13D currently has any plans or proposals which relate to or would result in: (a) the acquisition by any such person of any additional securities of Socket, or the disposition of securities of Socket; (b) an extraordinary corporate transaction, such as a merger or liquidation, involving Socket or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Socket or any of its subsidiaries; (d) any change in the present Board of Directors or management of Socket, including any plans or proposals to change the number or term or directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Socket; (f) any other material change in Socket's business or corporate structure; (g) changes in Socket's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Socket by any person; (h) causing a class of securities of Socket to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Socket becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of the foregoing. SCHEDULE 13D CUSIP No. 833 672 108 Page 5 of 6 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following table sets forth the aggregate number and percentage of the class of securities identified in Item 1 beneficially owned (identifying those shares which there is a right to acquire) by InfoCast. The following information is based upon information regarding the number of securities outstanding as set forth in Socket's most recent filing with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
Number of Shares Percentage of Class Person Beneficially Owned Beneficially Owned - ------ ------------------ ------------------- Right to Right to Aggregate Acquire Aggregate Acquire --------- ------- --------- ------- InfoCast -0- -0- -0- -0-
(b) The information contained in Lines (7), (8), (9) and (10) of the cover page hereof (Page 2) is incorporated herein by this reference. (c) The following table sets forth the amount of Socket securities sold by InfoCast since InfoCast's last report on Schedule 13D including the dates of the transactions and the price per share. All such securities were sold in open market transactions through SG Cowen Securities Corporation.
Trade Date Number of Shares Per Share Price ($) ---------- ---------------- ------------------- 9/14/99 16,000 1.00 9/14/99 82,000 1.125 9/14/99 1,000 1.15 9/16/99 30,000 1.05 9/16/99 5,000 1.07 9/16/99 10,000 1.11 9/16/99 5,000 1.12 9/16/99 17,000 1.125 9/16/99 50,000 1.08 9/16/99 3,000 1.08 9/16/99 647,000 0.97
(d) Inapplicable. (e) The reporting person ceased to be the beneficial owner of more than 5% of any class of Socket securities on September 16, 1999. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The reporting person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Socket, including, but not limited to, SCHEDULE 13D CUSIP No. 833 672 108 Page 6 of 6 Pages transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Inapplicable. SIGNATURE After reasonable 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: November 24, 1999 InfoCast AB, a Swedish corporation By: /s/ Richard A. Horning ------------------------------------ Richard A. Horning, Attorney-In-Fact* *The Power of Attorney previously filed with the Commission and appointing Richard A. Horning as attorney-in-fact for InfoCast AB (formerly Cetronic Aktiebolag (Publ)) is hereby incorporated by this reference. -----END PRIVACY-ENHANCED MESSAGE-----