-----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, Nn32Xl7ndoF29yVQyXRmoiM0zQQ29rtkjC7RROi7pigAAgkOC2dsPDhDdghVCb9u YLMyfIg2qCHFuDVucFQqmg== 0001047469-99-002237.txt : 19990127 0001047469-99-002237.hdr.sgml : 19990127 ACCESSION NUMBER: 0001047469-99-002237 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOCKET COMMUNICATIONS INC CENTRAL INDEX KEY: 0000944075 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] 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: 99513048 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: TELENOR VENTURE AS CENTRAL INDEX KEY: 0001077034 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 6701 ST OLAVS PLASS CITY: OSLO MAIL ADDRESS: STREET 1: P O BOX 6701 ST OLAVS PLASS CITY: OSLO SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Socket Communications, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 833 672 108 ---------------- (CUSIP Number) Erik Berger Telenor Venture AS Teatergaten 9 P. O. Box 6701 St. Olavs Plass 0130 Oslo, Norway Tel: +47 22 77 99 88 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1998 ------------------------------------------------ (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 11 Pages - ------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Telenor AS - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (A) / / OF A GROUP* (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 Norway - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER -0- -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------------------------------------------------------------------------- (12) CHECK 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 11 Pages - ------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Telenor Venture AS - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (A) / / OF A GROUP* (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 Norway - ------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER -0- BY EACH REPORTING -------------------------------------------------- PERSON WITH (8) SHARED VOTING POWER -0- -------------------------------------------------- (9) SOLE DISPOSITIVE POWER -0- -------------------------------------------------- (10) SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------------------------------------------------------------------------- (12) CHECK 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 4 of 11 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). TELENOR AS (a) Telenor AS, a corporation formed under the laws of Norway. (b) Universitetsgaten 2 P. O. Box 6701 St. Olavs Plass 0130 Oslo, Norway (c) Production and supply of services in the fields of telecommunications, data services, and media distribution. (d) During the last five years, Telenor AS has not been convicted in a criminal proceeding. (e) During the last five years, Telenor AS was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor AS 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. EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR AS (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 Telenor AS. Each of the directors and executive officers of Telenor AS is a citizen of Norway. Except as otherwise indicated, the business address of each of such persons is Universitetsgt 2, P. O. Box 6701, St. Olavs Plass, 0130 Oslo, Norway. SCHEDULE 13D CUSIP No. 833 672 108 Page 5 of 11 Pages
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION DIRECTORS OF TELENOR AS Arnfinn Hofstad Director NKL Kirkegaten 4 0153 Oslo, Norway Finn A. Hvistendahl Head of Enginering Norske Skog ASA Niels Juelsgt. 24 0272 Oslo, Norway Terje Moe Gustavsen Manager LO Stat. Mollergt.10 0179 Oslo, Norway Oddbjorn Nordset Deputy County Governor Fylkesmannen i Nord-Trondelag Strandveien 38, Statens hus 7700 Steinkjer, Norway Ashild Bendiktsen Chief Financial Officer Entreprenor Bendiktsen & Aasen A/S P.O. Box 233 9350 Sjoevegan, Norway Marianne Damhaug Marketing koordinator Norplan AS Madserud Alle 22 0268 Oslo Synnove Lohne-Knudsen Union Leader Kommunikasjons-og Teletilsattes Landsforbund Kongensgate 15 0153 Oslo, Norway Svein Eivind Solheim Manager of Operations Telenor Istallasjon AS Forde, Norway Anne Sorlie Consultant Tele-og Dataforbundet P. O. Box 6701, St. Olavs pl. 0130 Oslo, Norway
SCHEDULE 13D CUSIP No. 833 672 108 Page 6 of 11 Pages
EXECUTIVE OFFICERS OF TELENOR AS Tormod Hermansen President and Chief Executive Officer Ole Petter Hakonsen Senior Executive Vice President Terje Thon Senior Executive Vice President Fredrik Baksaas Executive Vice President and Chief Financial Officer Arve Johansen Executive Vice President and Chief Financial Officer Torstein Moland Executive Vice President and Chief Financial Officer Heidi Kvaernvik Executive Vice President Peter Pay Executive Vice President
(d) During the last five years, none of the above executive officers and directors of Telenor AS has been convicted in a criminal proceeding. (e) During the last five years, none of the above executive officers and directors of Telenor AS 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. TELENOR VENTURE AS (a) Telenor Venture AS, a corporation formed under the laws of Norway ("TELENOR") (b) Teatergaten 9 P. O. Box 6701 St. Olavs Plass 0130 Oslo, Norway (c) Investment company with venture capital investments in public and private companies. (d) During the last five years, Telenor has not been convicted in a criminal proceeding. (e) During the last five years, Telenor was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor 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. SCHEDULE 13D CUSIP No. 833 672 108 Page 7 of 11 Pages EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR (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 Telenor. Each of the directors and executive officers of Telenor is a citizen of Norway. Except as otherwise indicated, the business address of each of such persons is Teatergaten 9, P.O. Box 6701, St. Olavs Plass, 0130 Oslo, Norway.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION DIRECTORS AND EXECUTIVE OFFICERS OF TELENOR VENTURE AS Rune Rinnan President and Chief Executive Officer Tortsein Moland Executive Vice President and Universitetsgaten 2 Chief Financial Officer 0165 Oslo, Norway of Telenor AS Oddvar Hesjedal Managing Director Universitetsgaten 2 (R&D) of Telenor Fou AS 0165 Oslo, Norway Peter Pay Chairman of the Board; Executive Vice President Keysersgt 15 of Telenor AS 0165 Oslo, Norway Peter Hermanrud Investment Director Folke Bernadottesv 40 of Vital Forsikring AS 5020 Bergen, Norway Ronny Johan Langeland Director of Storebrand Postboks 1380, Vika Investment Management Stranden 3B, Aker Brygge 0114 Oslo, Norway
(d) During the last five years, none of the above executive officers and directors of Telenor has been convicted in a criminal proceeding. (e) During the last five years, none of the above executive officers and directors of Telenor 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. SCHEDULE 13D CUSIP No. 833 672 108 Page 8 of 11 Pages ITEM 4. PURPOSE OF TRANSACTION. The reporting persons are filing this amendment to reflect the fact that they no longer beneficially own 5% or more of any class of Socket's securities. All such Socket securities were registered in the name of Telenor. Telenor AS is a seventy percent (70%) shareholder of Telenor and acquired its beneficial interest in the Common Stock held by Telenor solely by reason of its relationship to such entity. 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. 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 each person named in Item 2 of this Schedule 13D. The following information is based upon information regarding the number of securities outstanding as supplied by Socket.
NUMBER OF SHARES PERCENTAGE OF CLASS PERSON BENEFICIALLY OWNED BENEFICIALLY OWNED ------ -------------------------- ----------------------- RIGHT TO RIGHT TO AGGREGATE ACQUIRE AGGREGATE ACQUIRE --------- -------- --------- -------- Telenor -0- -0- -0- -0- Telenor AS -0- -0- -0- -0-
(b) The information contained in Lines (7), (8), (9) and (10) of the cover pages hereof (Pages 2 through 3) is incorporated herein by this reference. SCHEDULE 13D CUSIP No. 833 672 108 Page 9 of 11 Pages (c) The following table sets forth the amount of Socket securities sold by Telenor since Telenor'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 ---------- ---------------- --------------- 16-Oct 25,000 $ 0.35 19-Oct 10,000 0.4062 23-Oct 12,000 0.36 23 Oct 50,000 0.35 26-Oct 5,000 0.35 27-Oct 15,000 0.30 28-Oct 103,000 0.2736 28-Oct 55,000 0.30 28-Oct 60,000 0.2709 28-Oct 336,803 0.2803
(d) Inapplicable. (e) The reporting persons ceased to be the beneficial owners of more than five percent (5%) of the securities of Socket on or about October 28, 1998. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None of the reporting persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Socket, including, but not limited to, 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. Attached hereto as Exhibit "A" is a copy of the reporting persons' agreement pursuant to Rule 13d-1(k)(1)(iii). SCHEDULE 13D CUSIP No. 833 672 108 Page 10 of 11 Pages SIGNATURES 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. This statement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 26, 1999 Telenor AS, a Norwegian corporation By: /s/ Richard A. Horning ---------------------------------------- Richard A. Horning, Attorney-In-Fact Dated: January 26, 1999 Telenor Venture AS, a Norwegian corporation By: /s/ Richard A. Horning ---------------------------------------- Richard A. Horning, Attorney-In-Fact SCHEDULE 13D CUSIP No. 833 672 108 Page 11 of 11 Pages EXHIBIT A AGREEMENT This will memorialize the agreement by and among all of the undersigned that the Schedule 13D identifying each of the undersigned as "reporting persons" and mailed to Socket Communications, Inc. ("SOCKET") and filed with the Securities and Exchange Commission on or about January 26, 1999 with respect to the beneficial ownership of shares of Socket's Common Stock is being filed on behalf of each of the persons signing below. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 26, 1999 Telenor AS, a Norwegian corporation By: /s/ Richard A. Horning ---------------------------------------- Richard A. Horning, Attorney-In-Fact Dated: January 26, 1999 Telenor Venture AS, a Norwegian corporation By: /s/ Richard A. Horning ---------------------------------------- Richard A. Horning, Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----