SCHEDULE 14A INFORMATION
Proxy
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the Securities Exchange Act of 1934
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/x/ | Definitive Proxy Statement | |
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/ / | Soliciting
Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
SOCKET COMMUNICATIONS, INC. |
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SOCKET COMMUNICATIONS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 19, 2003
DEAR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders of SOCKET
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), to be
held Thursday, June 19, 2003 at 9:00 a.m., local time, at the Company's headquarters
at 37400 Central Court, Newark, California 94560 for the following purposes:
(1) To elect seven directors to serve until their respective successors are
elected.
(2) To ratify the appointment of Ernst & Young LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2003.
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only stockholders of record at the close of business on April 21, 2003 are entitled
to notice of and to vote at the meeting. All stockholders are cordially invited
to attend the meeting in person. However, to ensure your representation at the
meeting, you are urged to mark, sign, date and return the enclosed Proxy as
promptly as possible in the postage-prepaid envelope enclosed for that purpose.
Any stockholder attending the meeting may vote in person even if he or she has
returned a Proxy.
Sincerely, | ||
Kevin J. Mills |
||
President and Chief Executive Officer | ||
Newark, California May 9, 2003 |
YOUR VOTE IS IMPORTANT.
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE
SOCKET COMMUNICATIONS, INC.
PROXY
STATEMENT FOR 2003
ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited
on behalf of the Board of Directors of SOCKET COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders
to be held Thursday, June 19, 2003 at 9:00 a.m., local time, or at any adjournment
thereof, for the purposes set forth herein and in the accompanying Notice of
the Annual Meeting. The Annual Meeting will be held at the Company's headquarters
at 37400 Central Court, Newark, California 94560. The Company's telephone number
at that location is (510) 744-2700.
These proxy solicitation materials and our Annual Report on Form 10-K for the
year ended December 31, 2002, including financial statements, were first mailed
on or about May 12, 2003 to all stockholders entitled to vote at the meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Holders of record of Common Stock and of Series F Preferred Stock at the close
of business on April 21, 2003 (the "Record Date") are entitled to
notice of and to vote at the meeting. At the Record Date, 24,376,984 shares
of the Company's Common Stock were issued and outstanding and 276,269 shares
of the Company's Series F Preferred Stock were issued and outstanding. Each
share of Common Stock is entitled to one vote and each share of Series F Preferred
Stock outstanding is entitled to 10 votes. Except as otherwise required by applicable
law, the holders of shares of the Company's Series F Preferred Stock are entitled
to vote together as a single class with the holders of the Company's Common
Stock upon the election of directors and upon any other matter submitted to
stockholders for a vote. The Company has no other class of voting securities
outstanding entitled to be voted at the meeting. As of March 31, 2003, the Company
has outstanding 100,000 shares of Series E Convertible Preferred Stock, which
is non-voting stock.
The only person known by the Company to beneficially own more than 5% of the
Company's Common Stock as of the Record Date was Charlie Bass, the Chairman
of the Company. See "Security Ownership of Certain Beneficial Owners and
Management."
REVOCABILITY OF PROXIES
Any proxy given pursuant
to this solicitation may be revoked by the person giving it at any time before
its use by delivering to the Secretary of the Company a written notice of revocation
or a duly executed proxy bearing a later date or by attending the meeting and
voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock held
and ten votes for each share of Series F Preferred Stock held in all matters
to be voted on by the stockholders. If any stockholder at the Annual Meeting
gives notice of his or her intention to cumulate votes on the election of directors,
then each stockholder voting for the election of directors (Proposal One) may
cumulate such stockholder's votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of shares
that such stockholder is entitled to vote, or distribute such stockholder's
votes on the same principle among as many candidates as the stockholder may
select, provided that votes cannot be cast for more than seven candidates. However,
no stockholder shall be entitled to cumulate votes for a candidate unless the
candidate's name has been placed in nomination prior to the voting and the stockholder,
or any other stockholder, has given notice at the meeting, prior to the voting,
of the intention to cumulate votes. On all other matters, stockholders may not
cumulate votes.
This solicitation of proxies is made by the Company, and all related costs will
be borne by the Company. In addition, the Company may reimburse brokerage firms
and other persons representing beneficial owners of stock for their expenses
in forwarding solicitation material to such beneficial owners. Proxies may also
be solicited by the Company's directors, officers and regular employees, without
additional compensation, personally or by telephone, email or facsimile. The
Company may engage the services of a professional proxy solicitation firm to
aid in the solicitation of proxies from brokers, bank nominees and other institutional
investors. The Company's costs for such services, if retained, are not expected
to be material.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of Common Stock
and Series F Preferred Stock issued and outstanding on the Record Date. Shares
that are voted "FOR," "AGAINST" or "WITHHELD FROM"
a matter are treated as being present at the meeting for purposes of establishing
a quorum and are also treated as shares voted at the Annual Meeting (the "Votes
Cast") with respect to such matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same effect
as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Broker non-votes will not
be counted for purposes of determining the number of Votes Cast with respect
to the particular proposal on which the broker has expressly not voted. Thus,
a broker non-vote will not affect the outcome of the voting on a proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS TO BE INCLUDED IN THE COMPANY'S
PROXY MATERIALS
The Company currently intends to hold its 2004 Annual Meeting of Stockholders
in June 2004 and to mail proxy statements relating to such meeting in May 2004.
Proposals of stockholders of the Company that are intended to be presented by
such stockholders at the 2004 Annual Meeting must be received by the Company
no later than January 12, 2004 and must otherwise be in compliance with applicable
laws and regulations in order to be considered for inclusion in the proxy statement
and form of proxy relating to that meeting.
If a stockholder intends to submit a proposal at the 2004 Annual Meeting that
is not intended to be included in the proxy statement and proxy for that meeting,
the stockholder must do so no later than 90 days prior to the announced date
of the Annual Meeting. If such a stockholder fails to comply with the foregoing
notice provision, the proxy holders will be allowed to use their discretionary
authority to vote against the proposal when it is raised at the 2004 Annual
Meeting.
The attached proxy card grants the persons named as proxies discretionary authority
to vote on any matter raised at the Annual Meeting that is not included in this
Proxy Statement. The Company has not been notified by any stockholder of his
or her intent to present a new stockholder proposal at the Annual Meeting.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The persons named in the
enclosed proxy will vote to elect as directors the seven nominees named below,
unless the proxy is marked otherwise. The nominees consist of seven present
directors. If a person other than a management nominee is nominated at the Annual
Meeting, the proxy holders may choose to cumulate their votes and allocate them
among such nominees of management as the proxy holders shall determine in their
discretion in order to elect as many nominees of management as possible. The
seven candidates receiving the highest number of votes will be elected. In the
event any nominee is unavailable for election, which is not currently anticipated,
the proxy holders may vote in accordance with their judgment for the election
of substitute nominees designated by the Board.
All seven directors will be elected for one-year terms expiring at the 2004
Annual Meeting of Stockholders, subject to the election and qualification of
their successors or their earlier death, resignation or removal.
The following table sets forth information concerning the nominees for director.
Name
of Nominee |
Age
|
Position(s)
Held With the Company
|
Director
Since
|
|||
---|---|---|---|---|---|---|
Charlie Bass (2) |
61
|
Chairman of the Board |
1992
|
|||
Kevin J. Mills |
42 |
President, Chief Executive Officer and Director |
2000 |
|||
Micheal L. Gifford |
45 |
Executive Vice President and Director |
1992 |
|||
Gianluca Rattazzi (1) |
50 |
Director |
1998 |
|||
Leon Malmed (2) |
65 |
Director |
2000 |
|||
Enzo Torresi (1) |
58 |
Director |
2000 |
|||
Peter Sealey (2) |
52 |
Director |
2002 |
(1) Member of the Compensation Committee. (2) Member of the Audit Committee. |
There are no family relationships
among any of the directors or executive officers of the Company.
Charlie Bass co-founded Socket in March 1992, and has been the Chairman of the
Board of Directors from such time to the present. Dr. Bass also served as our
interim Chief Executive Officer during January and February 1996 and from April
1997 until February 1998, at which time Mr. Bass assumed the position of Chief
Executive Officer, a position he served in until March 2000. Dr. Bass has been
Trustee of The Bass Trust since September 1989. Dr. Bass holds a Ph.D. in electrical
engineering from the University of Hawaii.
Kevin J. Mills was appointed our President and Chief Executive Officer and a
director of Socket in March 2000. He had served as our Chief Operating Officer
since September 1998. Mr. Mills joined Socket in September 1993 as Vice President
of Operations, and has also served as our Vice President of Engineering. Prior
to joining Socket, Mr. Mills worked from September 1987 to August 1993 at Logitech,
Inc., a computer peripherals company, serving most recently as its Director
of Operations. He received a B.E. in Electronic Engineering from the University
of Limerick, Ireland.
Micheal L. Gifford has been a director of Socket since its inception in March
1992,has served as our Executive Vice President since October 1994, and is the
General Manager of our Industrial and Embedded Systems Group. Mr. Gifford served
as our President from our inception in March 1992 to September 1994, and as
our Chief Executive Officer from March 1992 to June 1994. From December 1986
to December 1991, Mr. Gifford served as a director and as Director of Sales
and Marketing for Tidewater Associates, a computer consulting and computer product
development company. Prior to working for Tidewater Associates, Mr. Gifford
CO-founded and was President of Gifford Computer Systems, a computer network
integration company. Mr. Gifford received a B.S. in Mechanical Engineering from
the University of California at Berkeley.
Gianluca Rattazzi has been a director of Socket since June 1998. Dr. Rattazzi
is the Chairman and CEO of BlueArc Corporation, a provider of Network Attached
Storage. Prior to BlueArc, he CO-founded Meridian Data, Inc., a provider of
CD ROM networking software and systems, in July 1988. He has served as President
and a director of Meridian Data since inception and was appointed Chief Executive
Officer of Meridian Data serving from October 1992 until its sale to Quantum
Corporation in September 1999. From 1985 to 1988, Dr. Rattazzi held various
executive level positions at Virtual Microsystems, Inc., a networking company,
most recently as President. Dr. Rattazzi serves on the boards of several private
companies. Dr. Rattazzi holds an M.S. degree in Electrical Engineering and Computer
Science from the University of California, Berkeley, and a Ph.D. in Physics
from the University of Rome, Italy.
Leon Malmed has been a director of Socket since June 2000. Mr. Malmed served
as Senior Vice President of Worldwide Marketing and Sales of SanDisk Corporation,
a manufacturer of flash memory products, from 1992 to his retirement in March
2000. Prior to his tenure with SanDisk Corporation, Mr. Malmed was Executive
Vice President of Worldwide Marketing and Sales for Syquest Corporation, a disk
storage manufacturer, President of Iota, a Syquest subsidiary from 1990 to 1992,
and Senior Vice President of Worldwide Sales, Marketing and Programs for Maxtor
Corporation, a disk drive supplier, from 1984 to 1990. Mr. Malmed serves as
a director of Artisan Components, Inc. (licenser of building blocks for complex
I.C. designs), and one other private company. Mr. Malmed holds a B.S. degree
in Mechanical Engineering from the University of Paris, and also has completed
the AEA/UCLA Senior Executive Program at the University of California at Los
Angeles, and the AEA/Stanford Executive Institute Program for Management of
High Technology Companies at Stanford Business School.
Enzo Torresi has been a director of Socket since June 2000. Dr. Torresi founded
and has managed EuroFund Partners, a venture capital fund, since 1999. In 1997
and 1998, he was Chairman and CEO of ICAST Corporation, a software company specializing
in broadcasting solutions for the Internet. During 1995 and 1996 he was Entrepreneur-In-Residence
at Accel Partners, a venture capital fund. From November 1993 to 1994, he was
Vice-Chairman of Power Computing Corporation, a PC manufacturer he CO-founded
From 1989 to October 1994, Dr. Torresi was President and Chief Executive Officer
of NetFRAME Systems, Inc., a computer manufacturer that is now part of Micron
Electronics, Inc. Dr. Torresi serves on the boards of several private companies.
Dr. Torresi holds a Doctorate in Electronics Engineering from the Polytechnic
Institute in Turin, Italy.
Peter Sealey has been a director of Socket since June 2002. Dr. Sealey has served
as CEO and founder of Los Altos Group, Inc., a diversified management consulting
firm, since its founding in July 1997. Dr. Sealey has also served as an Adjunct
Professor of Marketing at the Haas School of Business, University of California
at Berkeley since 1994, and serves on the boards of T/R Systems, a developer
and manufacturer of digital document processing and print systems, and L90,
a provider of marketing services for marketers and web publishers. From July
1969 to August 1993, Dr. Sealey served in various senior marketing positions
with the Coca-Cola Company, serving as its Senior Vice President, Global Marketing
from December 1989. Dr. Sealey holds a doctorate from the Peter F. Drucker Graduate
Management Center at Claremont Graduate University.
BOARD MEETINGS AND COMMITTEES
The Board of Directors
of Socket Communications held a total of four regular meetings during fiscal
2002. No director attended fewer than 75% of the meetings of the Board of Directors
and committees thereof, if any, upon which such director served. The Board of
Directors has a Compensation Committee and an Audit Committee. The Board of
Directors forms a nominating committee each year during the year to consider
and recommend nominations for the Board of Directors.
The Compensation Committee, which consisted of Enzo Torresi and Gianluca Rattazzi,
held four telephonic meetings during fiscal 2002. The Compensation Committee
is responsible for determining salaries, incentives and other forms of compensation
for directors and officers of the Company and administers various incentive
compensation and benefit plans.
The Audit Committee consists of Charlie Bass, Peter Sealey and Leon Malmed.
All Audit Committee members are "independent directors" pursuant to
the Marketplace Rules of the Nasdaq Stock Market. The Audit Committee met two
times during the year ended December 31, 2002, and members of the Audit Committee
held three additional telephone meetings with management and the independent
auditors to review quarterly financial information and to discuss the results
of quarterly review procedures performed by the independent auditors before
quarterly financial reports were issued. The Audit Committee is responsible
for overseeing actions taken by the Company's independent auditors and reviews
the Company's internal financial controls and financial statements. In connection
with the completion of the annual audit of the Company's financial statements
for the year ended December 31, 2001, the Audit Committee met in March 2002
with management and with the independent auditors to review the financial statements
and the annual audit results, including an assessment of internal controls and
procedures, and discussed the matters with the independent auditors denoted
as required communications by Statement of Auditing Standards 61 (SAS 61). The
Audit Committee met in December 2002 with management and with the independent
auditors to review the audit plan for the audit of the financial statements
for the year ended December 31, 2002. The Audit Committee met in March 2003
with management and with the independent auditors to review the financial statements
for the year ended December 31, 2002 and the audit of these financial statements.
The meeting included review of internal accounting controls, discussion and
review of auditor independence, review with management and discussion with the
independent auditors of the annual financial statements, the pre-approval of
fees, and other matters included in required communications with the independent
auditors under SAS 61, and a recommendation to the Board to approve the issuance
of the financial statements for the year ended December 31, 2002.
The Nominating Committee
for 2003 consisted of Charlie Bass and Gianluca Rattazzi. The Nominating Committee
is formed each year by the Board to consider and recommend nominations for the
Board of Directors. All Nominating Committee members for 2003 are "independent
directors" pursuant to the Marketplace Rules of the NASDAQ Stock Market.
For 2003, the nominating committee contacted each current director and determined
that each director was willing and able to serve as a director for the ensuing
year. The Committee recommended nomination of the current directors to serve
for the ensuing year. For 2004, the nominating committee will consider nominees
recommended by security holders. Such nominations should be made in writing
to the Company, attention Corporate Secretary, no later than January 12, 2004.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $1,500 per regular Board
meeting attended. These outside directors are also entitled to participate in
Socket's 1995 and 1999 Stock Option Plans. During fiscal 2002, Messrs. Bass,
Rattazzi, Malmed and Torresi were each granted an option to purchase 15,000
shares at an exercise price of $0.97 per share, the fair market value of the
Company's Common Stock on the date of grant. Each such option vested on January
1, 2003. During fiscal 2002, Dr. Sealey was granted a new director option to
purchase 50,000 shares at an exercise price of $0.97 per share, the fair market
value of the Company's Common Stock on the date of grant. The option vests in
equal monthly installments over 48 months commencing June 20, 2002.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
If a quorum is present and voting, the seven nominees receiving the highest
number of votes will be elected to the Board of Directors. Votes withheld from
any nominee are counted for purposes of determining the presence or absence
of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE COMPANY'S NOMINEES FOR DIRECTOR.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee has selected Ernst & Young LLP, independent public accountants,
to audit the financial statements of the Company for the fiscal year ending
December 31, 2003, and recommends that stockholders vote for ratification of
such appointment.
Ernst & Young LLP has audited the Company's financial statements annually
since 1992. Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting, will have the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.
FEES BILLED TO THE COMPANY BY ERNST & YOUNG LLP DURING FISCAL 2002
Audit Fees:
Audit fees billed to the Company by Ernst & Young LLP during the Company's
2002 fiscal year for audit of the Company's annual financial statements and
review of the Company's quarterly financial statements, totaled $284,100.
Financial
Information Systems Design and Implementation Fees:
The Company
did not engage Ernst & Young LLP to provide advice to the Company regarding
financial information systems design and implementation during the fiscal year
ended December 31, 2002.
All Other
Fees:
Fees billed
to the Company by Ernst & Young LLP during the Company's 2002 fiscal year
for all other non-audit services rendered to the Company consisted of tax related
compliance services of $21,395 and accounting advice and assistance with SEC
filings of $47,600.
The Audit
Committee considered and determined that the provision of services other than
the services described under "Audit Fees" above is compatible with
maintaining the independence of the Company's independent public accountants.
VOTE REQUIRED
AND RECOMMENDATION OF THE BOARD
Ratification
of the selection of Ernst & Young LLP as the Company's independent public
accountants for the fiscal year ending December 31, 2003 requires the affirmative
vote of a majority of the Votes Cast on the matter at the Annual Meeting.
Stockholder ratification of the selection of Ernst & Young LLP as the Company's independent public accountants is not required by the Company's by-laws or other applicable legal requirement. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of common corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent accounting firm at any time during the year, if it determines that such a change would be in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date certain information with respect to the beneficial ownership of the Company's Common Stock, on an as-converted basis for Series F Preferred Stock and as-exercised basis for options and warrants exercisable within 60 days of the Record Date, as to (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock and Series F Preferred Stock as converted, (ii) each director and nominee for director of the Company, (iii) each executive officer of the Company, and (iv) all directors and executive officers of the Company as a group. Except as otherwise noted, each named beneficial owner has sole voting and investment power with respect to the shares shown. The address of record for each of the individuals listed in this table is: c/o Socket Communications, Inc., 37400 Central Court, Newark, California, 94560.
Name
of Beneficial Owner |
Number
of Shares Beneficially Owned (1) |
Percentage
Of Shares Beneficially Owned (%) (2) |
|||
---|---|---|---|---|---|
Charlie Bass | 1,697,158 | (3) | 6.2 | % | |
Kevin J. Mills | 534,640 | (4) | 1.9 | ||
Micheal L. Gifford | 534,277 | (5) | 2.0 | ||
Robert J. Miller | 470,711 | (6) | 1.7 | ||
David W. Dunlap | 437,071 | (7) | 1.6 | ||
Leonard L. Ott | 259,181 | (8) | * | ||
Enzo Torresi | 115,716 | (9) | * | ||
Leon Malmed | 78,541 | (10) | * | ||
Gianluca Rattazzi | 75,208 | (10) | * | ||
Peter Phillips | 76,651 | (11) | * | ||
Peter Sealey | 14,583 | (10) | * | ||
Tim I. Miller | 4,500 | * | |||
Kevin Scheier | 1,042 | (10) | * | ||
All Directors and Executive Officers as a group (13 persons) | 4,299,279 | (12) | 14.9 |
*Less than 1% (1) To the Company's knowledge, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock and Series F Preferred Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. (2) Percentage ownership is based on 24,376,984 shares of Common Stock outstanding, each of which is entitled to one vote, and 276,269 shares of Series F Preferred Stock, each of which is entitled to 10 votes, on the Record Date and any shares issuable pursuant to securities exercisable for shares of Common Stock by the person or group in question as of the Record Date or within 60 days thereafter. (3) Includes 55,224 shares of common stock subject to warrants exercisable within 60 days of the Record Date, 131,670 shares of common stock issuable upon the conversion of Series F Preferred Stock, and 84,791 shares of common stock subject to options exercisable within 60 days of the Record Date. (4) Includes 429,542 shares of common stock subject to options exercisable within 60 days of the Record Date. (5) Includes 221,050 shares of common stock subject to options exercisable within 60 days of the Record Date. (6) Includes 188,666 shares of common stock subject to options exercisable within 60 days of the Record Date. (7) Includes 274,104 shares of common stock subject to options exercisable within 60 days of the Record Date. (8) Includes 225,771 shares of common stock subject to options exercisable within 60 days of the Record Date. (9) Includes 10,641 shares of common stock subject to warrants exercisable within 60 days of the Record Date, 19,750 shares of common stock issuable upon the conversion of Series F Preferred Stock, and 66,458 shares of common stock subject to options exercisable within 60 days of the Record Date. (10) Consists of shares of common stock subject to options exercisable within 60 days of the Record Date. (11) Includes 65,376 shares of common stock subject to options exercisable within 60 days of the Record Date. (12) See notes (1) through (11) above. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    
Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that, during
fiscal 2002, all filing requirements applicable to its executive officers and
directors were complied with.
MANAGEMENT
     The current executive officers of the Company are as follows:
Name
of Officer |
Age
|
Position
With the Company
|
||
---|---|---|---|---|
Kevin J. Mills |
42
|
President, Chief Executive Officer | ||
Micheal L. Gifford |
45
|
Executive Vice President and Director | ||
David W. Dunlap |
60
|
Vice President of Finance and Administration, Chief Financial Officer and Secretary | ||
Leonard L. Ott |
44
|
Chief Technical Officer | ||
Robert J. Miller |
52
|
Vice President of Engineering | ||
Kevin T. Scheier |
46
|
Vice President of North American Sales | ||
Tim I. Miller |
48
|
Vice President of Operations |
For information regarding
Kevin J. Mills and Micheal L. Gifford, please see "Election of Directors"
above.
David W. Dunlap has served as Socket's Vice President of Finance and Administration,
Secretary and Chief Financial Officer since February 1995 and was in the same
role as a consultant from November 1994 to February 1995. Mr. Dunlap previously
served as Vice President of Finance and Administration and Chief Financial Officer
at several public and private companies including Appian Technology Inc., a
semiconductor company from September 1993 to February 1995, and Mountain Network
Solutions, Inc., a computer peripherals manufacturing company, from March 1992
to September 1993. He is a certified public accountant, and received an M.B.A.
and a B.A. in Business Administration from the University of California at Berkeley.
Leonard L. Ott has served as Socket's Vice President and Chief Technical Officer
since October 2000 and previously served as Vice President of Engineering since
December 1998. Mr. Ott joined Socket in March 1994, serving in increasingly
responsible engineering positions including Director of Software Development
and Director of Engineering. Mr. Ott also worked as an engineering consultant
with the Company from November 1993 to March 1994. Prior to joining the Company,
Mr. Ott served from March 1988 to November 1993 with Vision Network Systems,
a networking systems company, serving most recently as its Vice President Research
and Development. Mr. Ott is a board member of the CompactFlash Association,
the body establishing standards for CompactFlash products. He received a BS
in Computer Science from the University of California at Berkeley.
Robert J. Miller was appointed Vice President of Engineering in October 2000.
Mr. Miller was Chief Technical Officer of 3rd Rail Engineering, an engineering
design and services company that was acquired by the Company in October 2000.
Prior to his employment with 3rd Rail Engineering, Mr. Miller was an independent
engineering design consultant from 1997 to June 1999. Mr. Miller also served
in various capacities from 1991 to 1997 with Synaptics, Inc., a computer components
design and manufacturing company, including Director of Manufacturing Engineering
and Director of Operations. At Synaptics, Mr. Miller was co-inventor of the
Synaptics touch pad and was issued eight patents for his work. Mr. Miller holds
a BSEng degree with honors from the California Institute of Technology.
Kevin T. Scheier was appointed Vice President of North American Sales in January
2003. Starting in September 2001, Mr. Scheier served as co-founder and CEO of
Gopher King Inc., a web based unified email service. In November 1999, Mr. Scheier
was cofounder and CEO of ODF Technology Inc., a VC backed web site for selling
unproductive assets, services and perishables. From 1998 to 1999, Mr. Scheier
was Director of Americas Distribution and Private label Sales for Iomega Corporation,
a manufacturer of removable disk drives. From 1996 to 1998, Mr. Scheier was
President of Nomai USA, a French manufacturer of storage products that was acquired
by Iomega Corporation in 1998. He also served as Director of North American
Sales for SyQuest Technologies, a manufacturer of removable storage hard disk
drives from 1989 to 1993. Mr. Scheier holds a BS in Business Administration
with a concentration in marketing from San Diego State University.
Tim I. Miller was appointed Vice President of Worldwide Operations in March
2003, responsible for the Company's worldwide manufacturing operations. Mr.
Miller served in the same role as a consultant from January 2003 to March 2003.
Mr. Miller was an independent consultant from June 1991 to December 1992. Prior
to joining the Company, Mr. Miller was the Vice President of Worldwide Operations
for Com21, a developer of Broadband technology solutions, from August 1994 to
May 2001. Mr. Miller holds a BS degree with an emphasis in Business Administration
and Political Science from San Jose State University.
EXECUTIVE
COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company during the fiscal years ended December 31, 2002, 2001, and 2000 to the Company's Chief Executive Officer, and the four other most highly compensated executive officers whose total 2002 salary and bonus exceeded $100,000 (collectively, the "Named Executive Officers"):
Summary Compensation Table
|
|
Annual
Compensation
|
Long-Term Compensation Awards |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Name
and Principal Position |
Year
|
Salary
($)
|
Bonus
($) (1)
|
Other
Annual Compensation ($) (2) |
Securities Underlying Options(#) |
|||||
Kevin
J. Mills President and Chief Executive Officer and Director |
2002
2001 2000 |
|
$150,000
146,875 146,875 |
|
$37,500 |
|
117,000
90,000 300,000 |
|||
Robert J. Miller |
2002
2001 2000 |
|
150,000
146,875 62,500 |
|
18,750
15,097 |
|
56,000
50,000 230,000 |
|||
Micheal
L. Gifford Executive Vice President and Director |
2002
2001 2000 |
|
150,000
146,875 146,875 |
|
15,000
11,140 32,780 |
|
|
84,000
75,000 100,000 |
||
David W. Dunlap |
2002
2001 2000 |
|
150,000
146,875 146,875 |
|
15,000
11,690 31,510 |
|
84,000
65,000 75,000 |
|||
Leonard
L. Ott Vice President and Chief Technical Officer |
2002
2001 2000 |
|
137,500
134,635 134,189 |
|
9,375
11,159 20,084 |
|
56,000
50,000 175,000 |
Stock Option Grants in Fiscal 2002
     The following table sets forth certain information for the fiscal year ended December 31, 2002 with respect stock options granted during such fiscal year to the Named Executive Officers. No stock appreciation rights were granted during such year.
|
Individual
Grants
|
|
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
%
of Total Options Granted to Employees in Fiscal 2002 (1)
|
|
|
Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (3) |
||||||||||
|
Number
of Securities Underlying Options Granted
|
|
|
||||||||||||
|
Exercise
Price
Per Share ($)(2) |
Expiration Date |
|||||||||||||
Name |
5%
($)
|
10%
($)
|
|||||||||||||
Kevin J. Mills |
67,000
50,000 |
5.4%
4.0 |
$1.29
0.76 |
4/03/12
11/27/12 |
$54,355
23,898 |
$137,747
60,562 |
|||||||||
Robert J. Miller |
33,000
23,000 |
2.7
1.9 |
1.29
0.76 |
4/03/12
11/27/12 |
26,772
10,993 |
67,846
27,859 |
|||||||||
Micheal L. Gifford |
50,000
34,000 |
4.0
2.7 |
1.29
0.76 |
4/03/12
11/27/12 |
40,565
16,251 |
102,796
41,182 |
|||||||||
David W. Dunlap |
50,000
34,000 |
4.0
2.7 |
1.29
0.76 |
4/03/12
11/27/12 |
40,565
16,251 |
102,796
41,182 |
|||||||||
Leonard L. Ott |
33,000
23,000 |
2.7
1.9 |
1.29
0.76 |
4/03/12
11/27/12 |
26,772
10,993 |
67,846
27,859 |
Aggregated
Option Exercises in Fiscal 2002
and Fiscal Year-End Option Values
The following table provides information on aggregate option exercises by the Named Executive Officers during the year ended December 31, 2002 and on the value of such officers' unexercised options at December 31, 2002.
|
|
|
Number of Securities Underlying Unexercised Options at December 31, 2002 (#) |
|
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
Value of Unexercised In-the-Money Options at December 31, 2002 ($)(2) |
||||||||||||
|
Shares Acquired on Exercise (#) |
|
|||||||||||||
|
Value Received($)(1) |
||||||||||||||
Name |
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||
Kevin J. Mills |
|
|
345,542
|
308,125
|
$ |
18,323
|
$ |
3,445
|
|||||||
Robert J. Miller |
|
|
145,624
|
190,376
|
|
|
|||||||||
Micheal L. Gifford |
31,217
|
$ |
36,874
|
168,466
|
188,834
|
10,995
|
3,445
|
||||||||
David W. Dunlap. |
|
|
225,896
|
171,854
|
22,589
|
3,445
|
|||||||||
Leonard L. Ott |
|
|
182,853
|
162,022
|
8,864
|
5,610
|
EMPLOYMENT CONTRACTS
AND CHANGE-IN-CONTROL AGREEMENTS
In February 1998, we adopted
a bonus plan pursuant to which a bonus pool in the amount of up to 10% of any
consideration payable by a buyer in any acquisition of Socket is to be allocated
to the executive officers and such other employees as the Board of Directors
determines in its discretion.
In March 2003, we renewed
separate employment agreements with Micheal Gifford, Kevin Mills, David Dunlap,
Robert Miller, Leonard Ott and Kevin Scheier and entered into an employment
agreement with Tim Miller (each an "Executive"). The agreements expire
on December 31, 2005. The agreements set forth the base salaries for each Executive,
and provide that if we terminate the Executive's employment without cause, we
will pay the Executive (i) six months' base salary regardless of whether he
secures other employment during those six months, (ii) health insurance until
the earlier of the date of the Executive's eligibility for the health insurance
benefits provided by another employer or the expiration of six months, (iii)
the full bonus amount to which he would have been entitled for the first quarter
following termination and one-half of such bonus amount for the second quarter
following termination, and (iv) certain other benefits including the ability
to purchase at book value certain items of our property purchased by us for
the Executive's use, which may include a personal computer, a cellular phone,
and other similar items.
Additionally, under the 1995 and 1999 Stock Option Plans, all rights of all optionees (including executive officers) to purchase stock shall, upon a change of control of Socket, be immediately vested and be fully exercisable if such options are not assumed by the acquiring entity.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
Pursuant to the Delaware
General Corporation Law, we adopted provisions in our Amended and Restated Certificate
of Incorporation that eliminate the personal liability of our directors to the
Company or our stockholders for monetary damages for breach of the directors'
fiduciary duties in certain circumstances. Our Bylaws require us to indemnify
our directors and officers and authorize us to indemnify our employees and other
agents to the fullest extent permitted by law.
We have entered into indemnification
agreements with each of our current directors and officers that provide for
indemnification to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification and the advancement of expenses are discretionary
under Delaware law. We believe that the limitation of liability provisions in
our Amended and Restated Certificate of Incorporation and the indemnification
agreements will enhance our ability to continue to attract and retain qualified
individuals to serve as directors and officers.
There is no pending litigation or proceeding involving a director, officer or employee to which the indemnification agreements would apply.
REPORT OF THE COMPENSATION
COMMITTEE
Notwithstanding anything
to the contrary set forth in any of the Company's filings under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this Proxy Statement, in whole
or in part by reference, the following report and the Performance Graph (set
forth below) shall not be incorporated by reference into any such filings.
Introduction
The Compensation Committee
of the Board of Directors establishes the general compensation policies of the
Company, and establishes the compensation plans and specific compensation levels
for executive officers. The Committee strives to ensure that the Company's executive
compensation programs will enable the Company to attract and retain key people
and motivate them to achieve or exceed key objectives of the Company by making
individual compensation directly dependent on the Company's achievement of certain
financial goals, such as profitability and asset management, and by providing
rewards for exceeding those goals.
Compensation Programs
The three major components
of the Company's executive officer compensation are: (i) base salary, (ii) variable
incentive awards, and (iii) long-term equity-based incentive awards.
Base Salary. The
Committee establishes base salaries for executive officers, normally within
ten percent of the average paid for comparable positions at other similarly
sized companies as set forth in national and local compensation surveys. Base
pay increases vary according to individual contributions to the Company's success
and comparisons to similar positions within the Company and at other comparable
companies.
Variable Incentive Awards.
To reinforce the importance of Company goals, the Committee believes that a
substantial portion of the quarterly compensation of each executive officer
should be in the form of variable incentive pay. The variable incentive award
set aside for each executive officer is determined in part on the basis of the
Company's achievement of the quarterly financial performance targets established
at the beginning of the fiscal year and also on individual quarterly objective.
The incentive plan requires a threshold level of Company performance that must
be attained before any financial performance incentives are awarded. Once the
threshold is reached, specific formulas are in place to calculate the actual
incentive payment for each officer. A target is set for each executive officer
based on targets for similar positions at comparable companies. In fiscal 2002,
the Company met many of its performance targets. However, the Company, for cost
control purposes, elected to reduce awards made under the variable incentive
pay program for each of the four quarters in 2002.
Long-term, Equity-Based
Incentive Awards. The goal of the Company's long-term equity-based incentive
awards is to align the interests of executive officers with stockholders and
to provide each executive officer with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the business.
The Committee determines the size of long-term, equity-based incentives according
to each executive's position within the Company and sets a level it considers
appropriate to create a meaningful opportunity for stock ownership. In addition,
the Committee takes into account an individual's recent performance, his or
her potential for future responsibility and promotion, comparable awards made
to individuals in similar positions with comparable companies, and the number
of unvested options held by each individual at the time of the new grant. The
relative weight given to each of these factors varies among individuals at the
Committee's discretion.
During fiscal 2002, the
Board made option grants to Messrs. Mills, Gifford, Dunlap, Ott and Robert Miller
under the Company's 1995 Stock Plan. Each grant allows the officer to acquire
shares of the Company's Common Stock at a fixed price per share (the market
price on the grant date) over a specified period of time. Generally, each option
granted under the 1995 Stock Plan vests in periodic installments over a four-year
period, contingent upon the executive officer's continued employment with the
Company. Accordingly, the option will provide a return only if the officer remains
with the Company and only if the market price appreciates over the option term.
Compensation of Chief
Executive Officer
The factors considered
by the Compensation Committee in determining the compensation of the Chief Executive
Officer, in addition to survey data, include the Company's operating and financial
performance, as well as his leadership and establishment and implementation
of strategic direction for the Company. Due to cost constraints, the Committee
elected to leave unchanged the base compensation Mr. Mills was earning as Chief
Operating Officer when he was appointed CEO in March 2000. At that time, the
Committee approved an increase in Mr. Mills' variable compensation under the
variable incentive awards program, described above, applicable to all of the
officers of the Company. Mr. Mills' variable compensation target was established
based upon a review of CEO compensation ranges for companies of similar size
and performance.
The Compensation Committee
considers stock options to be an important component of the Chief Executive
Officer's compensation as a way to reward performance and motivate leadership
for long-term growth and profitability. In 2002, Mr. Mills was granted options
to purchase 117,000 shares, each with an exercise price equal to the fair market
value at date of grant. These options vest monthly in forty-eight equal installments.
Compensation Limitations
Under Section 162(m) of the Internal Revenue Code, adopted in August 1993, and regulations adopted thereunder by the Internal Revenue Service, publicly held companies may be precluded from deducting certain compensation paid to an executive officer in excess of $1.0 million in a year. The regulations exclude from this limit performance-based compensation and stock options provided certain requirements, such as stockholder approval, are satisfied. The Company plans to take actions, as necessary, to ensure that its stock option plans and executive annual cash bonus plans qualify for exclusion.
COMPENSATION COMMITTEE Enzo Torresi Gianluca Rattazzi |
||
Dated: May 9, 2003 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     None of the members of the Compensation Committee of the Board has ever been an officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of the Company's Board of Directors or Compensation Committee.
REPORT OF THE AUDIT COMMITTEE
    
The Board of Directors maintains an Audit Committee comprised of three of the
Company's outside directors. The Audit Committee oversees the Company's financial
process on behalf of the Board of Directors. Management has the primary responsibility
for preparing the financial statements and maintaining the Company's financial
reporting process including the system of internal controls. In fulfilling its
oversight responsibilities, the Committee reviewed the audited financial statements
in the Annual Report to the Securities and Exchange Commission on Form 10-K
for the year ended December 31, 2002 with management, including a discussion
of the quality of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements. The Board
has adopted a written Audit Committee Charter, a copy of which was included
as an appendix to the Company's 2002 Proxy Statement.
The Committee reviewed the 2002 financial statements with the Company's independent
auditors, who are responsible for expressing an opinion on the conformity of
the financial statements with generally accepted accounting principles, as well
as their judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as the auditors are required to
discuss with the Committee under generally accepted auditing standards, including
Statement on Auditing Standards No. 61, "Communication with Audit Committees."
In addition, the Committee discussed with the independent auditors the auditors'
independence from management and the Company, including the matters in the written
disclosures and the letter from the independent auditors required by the Independence
Standards Board, Standard No. 1.
The Committee also discussed with the Company's independent auditors the overall
scope and results of their audit. The Committee met periodically with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Company's internal controls, and the overall
quality of the Company's financial reporting. The Committee held two meetings
with the auditors in regards to their audit of the annual financial statements
for the year ended December 31, 2002. In addition, a conference call between
members of the Committee, the auditors and management was held each quarter
during fiscal 2002 to review quarterly financial reports prior to their issue.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002. The Committee also approved the reappointment
of Ernst & Young, LLP as the Company's independent auditors for the year
ending December 31, 2003.
Respectfully Submitted by: |
||
Charlie Bass Leon Malmed Peter Sealey |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description
of transactions during the last fiscal year to which we have been a party, in
which the amount involved exceeded $60,000 and in which any director, executive
officer or beneficial holder of more than 5% of our outstanding capital stock
had or will have a direct or indirect material interest.
We had outstanding accounts payable to the Impact Zone, an engineering design
and consulting services company, of $71,875, $18,688 and $29,400 at December
31, 2002, 2001 and 2000, and received services from Impact Zone during the years
ended December 31, 2002, 2001 and 2000 valued at $268,853, $234,838 and $163,500
relating to engineering design services. The Company had no outstanding accounts
receivable due from the Impact Zone at December 31, 2002 and recognized no revenues
from sales to Impact Zone during the year ended December 31, 2002. The Impact
Zone's principal stockholder, Dale Gifford, is a sibling of Micheal L. Gifford,
Executive Vice President and Director of the Company.
On October 5, 2000, we acquired 3rd Rail Engineering. Robert Miller, former
Chief Technical Officer of 3rd Rail Engineering, became our Vice President of
Engineering. Mr. Miller did not have any relationship with us prior to the acquisition.
Robert Miller received 282,045 shares of our Common Stock and cash of $432,785
in payment for his equity interests in 3rd Rail Engineering. We also executed
an employment agreement with Mr. Miller, which has been subsequently renewed.
These agreements are described more fully above under "Executive Compensation
- Employment Contracts and Change-in Control Arrangements."
In March 2002 we completed a private placement of 381,760 shares of our common
stock and warrants to purchase 95,439 shares of common stock, or units, to increase
our working capital and cash balances. The units were sold at a price of $1.59
per unit and resulted in gross proceeds of approximately $607,000, and net proceeds
after costs and expenses of approximately $420,000. In connection with the offering,
we issued warrants to Socket's placement agent in the offering to purchase an
aggregate of 22,905 shares of common stock at a price of $1.59 per share (subject
to adjustment in the event of dilutive issuances). All warrants have a term
of five years, and could result in additional proceeds if exercised. Pursuant
to a Registration Rights Agreement, we filed a registration statement on Form
S-3 to enable the resale of the shares issued in this offering and the shares
issuable on exercise of the warrants issued in this offering. Two members of
Socket's Board of Directors, Charlie Bass and Enzo Torresi, invested $100,000
and $30,000, respectively, in this offering. Mr. Bass acquired 62,893 shares
of our common stock and warrants to purchase an additional 15,723 shares of
our common stock, and Dr. Torresi acquired 18,867 shares of our common stock
and warrants to purchase an additional 4,716 shares of our common stock.
On March 21, 2003, we sold 276,269 units at a price of $7.22 per unit for aggregate
gross proceeds of $2,000,000 and net proceeds after costs and expenses of approximately
$1,770,000 . Each unit consisted of (i) one share of our Series F Preferred
Stock, convertible into 10 shares of the common stock (or 2,762,690 shares in
aggregate), resulting in a conversion price (and an implied purchase price)
of $0.722 per share (subject to certain adjustments), and (ii) one warrant to
purchase three shares of the common stock at a price of $0.722 per share (or
827,807 shares in aggregate). In connection with the sale of units, the placement
agent, Spencer Trask Ventures, Inc., was also issued a warrant to purchase 718,300
shares of common stock at a price of $0.722 per share. Proceeds will be used
for general working capital purposes. The shares of Series F Preferred Stock
are convertible into Common Stock any time at the option of the holder prior
to the mandatory conversion date of March 21, 2006, and automatically convert
earlier in the event of a merger or consolidation of the Company if, as a result
of such transaction, the holders of Common Stock immediately prior to such merger
or consolidation would hold less than 50% of the voting securities of the surviving
entity immediately following such merger or consolidation. Each share of Series
F Preferred Stock entitles its holder to voting rights equal to the number of
shares of Common Stock issuable upon conversion of such share. In the event
of the liquidation of the Company, holders of Series F Preferred Stock are entitled
to liquidation preferences over common stockholders equal to their initial investment
plus all accrued but unpaid dividends. Dividends accrue at the rate of 8% per
annum and are payable quarterly in cash or in Common Stock, at the option of
the Company. The Company is in the process of registering with the SEC the resale
of the shares of Common Stock issuable upon conversion of the Series F Preferred
Stock and upon exercise of the warrants issued in this offering. Two members
of Socket's Board of Directors, Charlie Bass and Enzo Torresi, invested $100,000
and $15,000, respectively, in this offering, at a higher price of $7.595 per
unit in response to the rules of the NASDAQ stock market for insider participation.
Mr. Bass acquired 13,167 shares of Series F Preferred Stock, which converts
into 131,670 shares of Common Stock, and warrants to purchase an additional
39,501 shares of Common Stock, and Dr. Torresi acquired 1,975 shares of Series
F Preferred Stock, which converts into 19,750 shares of Common Stock, and warrants
to purchase an additional 5,925 shares of Common Stock.
See also "Executive Compensation - Employment Contracts and Change-in Control
Arrangements."
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total stockholder return, calculated on a dividend reinvestment basis and based on a $100 investment, from December 31, 1997 through December 31, 2002 comparing the return on the Company's Common Stock with the Russell 2000 Index, the JP Morgan H & Q Technology Index and the NASDAQ Computer & Data Processing Index. No dividends have been declared or paid on the Company's Common Stock during such period. Historical stock price performance is not necessarily indicative of future stock price performance.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
THE BOARD OF DIRECTORS |
||
Dated: May 9, 2003 |
This Proxy is solicited on behalf of the Board of Directors of Socket Communications, Inc.
2003 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of SOCKET COMMUNICATIONS, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 9, 2003, and hereby appoints Kevin Mills and David Dunlap, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2003 Annual Meeting of Stockholders of SOCKET COMMUNICATIONS, INC. to be held on Thursday, June 19, 2003 at 9:00 a.m. local time, at the Company's headquarters at 37400 Central Court, Newark, California 94560, and at any adjournment or adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below
1. | ELECTION OF SEVEN DIRECTORS. | |||||
/ / FOR all nominees listed / / Withhold Authority to vote for ALL Nominees Listed |
||||||
Nominees: Charlie Bass, Kevin Mills, Micheal Gifford, Gianluca Rattazzi, Leon Malmed, Enzo Torresi, Peter Sealey |
||||||
If you wish to withhold authority to vote for any individual nominee, strike a line through that nominee's name in the list below: |
||||||
Charlie Bass; Kevin Mills; Micheal Gifford; Gianluca Rattazzi; Leon Malmed; Enzo Torresi; Peter Sealey |
||||||
2. |
PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. |
|||||
/ / FOR |
/ / AGAINST |
/ / ABSTAIN |
In their discretion, the Proxies are entitled to vote upon such other matters as may properly come before the meeting or any adjournments thereof. | ||||||
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, AND AS THE PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. | ||||||
Signature |
Signature |
Date: , 2003 |
||||
(This Proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.) |