8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 3, 2009

Smith Micro Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-26536	33-0029027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Columbia, Aliso Viejo, California	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 362-5800

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEC 873 (6/04)

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2009, the Registrant issued a press release announcing its financial results for the quarter and six months ended June 30, 2009. A copy of the press release is hereby furnished to the Commission as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 7.01 Regulation FD Disclosure.

On August 3, 2009, the Registrant issued a press release announcing plans to file a universal shelf Registration Statement on Form S-3 and an acquisition shelf Registration Statement on Form S-4 with the Securities and Exchange Commission. A copy of the Registrant’s press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

9.01(d) Exhibits.

     99.1 Press Release issued August 3, 2009, reporting Registrant’s financial results for the quarter and six months ended June 30, 2009, furnished pursuant to Item 2.02.

     99.2 Press Release issued August 3, 2009, reporting Registrant’s proposed filing of shelf registration statements.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMITH MICRO SOFTWARE, INC.
	(Registrant)
August 3, 2009	By:	/s/ Andrew C. Schmidt
Date		Name:	Andrew C. Schmidt
		Title:	Chief Financial Officer

Index to Exhibits

Exhibit Number	Exhibit
99.1	Press Release issued August 3, 2009, reporting Registrant’s financial results for the quarter and six months ended June 30, 2009, furnished pursuant to Item 2.02.
99.2	Press Release issued August 3, 2009, reporting Registrant’s proposed filing of shelf registration statements.

EX-99.1

Exhibit 99.1

AT THE COMPANY:	IR INQUIRIES:
Robert Elliott	Charles Messman, Todd Kehrli
Chief Marketing Officer	MKR Group
949-362-5800	323-468-2300
relliott@smithmicro.com	ir@mkr-group.com

SMITH MICRO SOFTWARE REPORTS RECORD SECOND QUARTER
FINANCIAL RESULTS

Second Quarter 2009 Revenues Increase 11% to a Q2 Record of $26.0 Million;
EPS of $0.04 GAAP or $0.17 Non-GAAP

Aliso Viejo, CA, August 3, 2009 — Smith Micro Software, Inc. (NASDAQ: SMSI), a leading developer and marketer of software solutions and services for the mobility market, today reported financial results for its 2009 second quarter ended June 30, 2009.

“I am pleased to report another strong financial quarter for the company, where even in the current economic environment, we achieved record Q2 revenues of $26.0 million,” said William W. Smith Jr., President and CEO of Smith Micro Software. “Our second quarter results reflect the continued momentum we are generating in the marketplace with both new and existing customers led by our wireless business segment that grew 27% over last year to $21.4 million.”

Mr. Smith continued, “During the quarter we also significantly expanded our addressable market by signing our first cable operator that recently began offering mobile services. We also saw our carrier customers launch the first wave of Netbooks that are inherently designed for mobile connectivity. We look to expand our leadership as we capitalize on the opportunity to outfit these devices with our connectivity and security management solutions.”

Mr. Smith concluded, “We remain very optimistic about our business as we look to the remainder of our fiscal year 2009. We offer the leading software mobility platform in the marketplace today, and see significant opportunities in our business pipeline, as we continue to benefit from the strong growth of the broadband connectivity marketplace.”

Smith Micro reported revenues of $26.0 million for the second quarter ended June 30, 2009, an 11% increase over the $23.5 million reported in the second quarter ended June 30, 2008. This was a record revenue number for our fiscal second quarter.

Smith Micro 2009 Second Quarter Financial Results Page 2 of 7

Second quarter gross profit on a GAAP basis of $22.1 million increased $4.1 million, or 23%, from the second quarter ended June 30, 2008. On a non-GAAP basis (which excludes amortization of intangibles, stock compensation and non-cash tax expense), second quarter gross profit was $23.3 million, an increase of $4.3 million, or 23%, from the same quarter last year.

GAAP gross profit, as a percentage of revenues was 84.9% for the second quarter of 2009, compared with 76.7% for the same quarter last year. Non-GAAP gross profit as a percentage of revenues was 89.7% for the second quarter of 2009, compared to 81.0% for the same quarter last year.

GAAP net income for the second quarter of 2009 increased to $1.3 million or $0.04 per diluted share, compared to a GAAP net loss for the second quarter of 2008 of $0.2 million, or a $0.01 loss per diluted share.

Non-GAAP net income for the second quarter of 2009 increased 54% to $5.6 million, or $0.17 per diluted share, compared to $3.6 million, or $0.12 per diluted share, for the second quarter of 2008.

Total cash and cash equivalents and short-term investments increased $7.2 million during the first six months of 2009 to $43.8 million, up from $36.6 million at December 31, 2008.

For the six-months ended June 30, 2009, the Company reported revenues of $49.8 million, a 10% increase from $45.3 million for the six months ended June 30, 2008.

GAAP gross profit of $41.3 million increased $6.6 million, or 19%, for the six months ended June 30, 2009 compared to $34.7 million for the six months ended June 30, 2008. The increase in gross profit was primarily due to improved product margins resulting from a more favorable product mix.

Non-GAAP gross profit (which excludes amortization of intangibles, stock compensation and non-cash tax expense) was $43.8 million for the six months ended June 30, 2009, an increase of $7.0 million, or 19%, from the same period last year.

GAAP net income for the six months ended June 30, 2009 was $1.6 million, or $0.05 per diluted share, compared to a GAAP net loss for the six months ended June 30, 2008 of $0.5 million, or a $0.02 loss per diluted share. Non-GAAP net income for the six months ended June 30, 2009 increased 42% to $9.6 million, or $0.30 per diluted share, as compared to $6.7 million, or $0.22 per diluted share, for the six months ended June 30, 2008.

The Company uses a non-GAAP reconciliation of gross profit, net income and earnings per share in the presentation of financial results in this press release. Management believes that this presentation may be more meaningful in analyzing our income generation, since amortization of intangibles from acquisitions, stock-based

Smith Micro 2009 Second Quarter Financial Results Page 3 of 7

compensation, and non-cash tax expense are excluded from the non-GAAP earnings calculation. This presentation may be considered more indicative of our ongoing operational performance. The tables below present the differences between non-GAAP earnings and net income on an absolute and per-share basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-financial measures as reported by Smith Micro Software may not be comparable to similarly titled amounts reported by other companies.

Financial Guidance:

Smith Micro Software is reiterating its previous guidance for fiscal year 2009 of revenues of $110 million to $115 million based on current financial data and management’s current plans and assumptions.

Investor Conference Call:

Smith Micro Software will hold an investor conference call to discuss the Company’s second quarter results at 4:30 p.m. Eastern time today, August 3, 2009. Dialing (877) 941-0844 and providing the pass code “SMSI” can access the call. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, the conference call will be available over the Internet at www.smithmicro.com in the Investor Relations section.

About Smith Micro Software, Inc.:

Smith Micro Software, Inc., headquartered in Aliso Viejo, California, with offices in Europe and Asia, develops mobility solutions that enable seamless broadband connectivity and next generation media and mobile convergence products over wireless networks. Smith Micro’s complete lines of products are available through our sales groups, direct from our websites, retail distributors, and value-added resellers. Smith Micro’s common stock trades on the NASDAQ Global Market under the symbol SMSI. For more information, please visit: www.smithmicro.com.

Safe Harbor Statement: This release may contain forward-looking statements that involve risks and uncertainties, including without limitation forward-looking statements relating to the company’s revenues guidance for fiscal 2009, our financial prospects and other projections of our performance, the company’s ability to increase its business and the anticipated timing and financial performance of our new products and potential acquisitions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are changes in demand for our products from our customers and their end-users, new and changing technologies, customer acceptance of those technologies, new and continuing adverse

Smith Micro 2009 Second Quarter Financial Results Page 4 of 7

economic conditions, and the company’s ability to compete effectively with other software companies. These and other factors discussed in the company’s filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release, and the company does not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release. Revenues guidance provided in this press release represent a point-in-time estimate and are based on information as of the date of this press release. Management has made numerous assumptions in providing this guidance, which while believed to be reasonable, may not prove to be accurate. Numerous factors, including those noted above, may cause actual results to differ materially from the guidance provided. Smith Micro expressly disclaims any current intention or obligation to update the guidance provided or any other forward-looking statement in this press release to reflect future events or changes in facts assumed for purposes of providing this guidance or otherwise affecting the forward-looking statements contained in this press release.

Smith Micro, Smith Micro logo are registered trademarks or trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective companies.

Note: Financial Schedules Attached

Smith Micro 2009 Second Quarter Financial Results Page 5 of 7

Smith Micro Software, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share amounts)

				Stock							Non-
	GAAP			Comp.		Amort.		Taxes			GAAP
Three Months Ended 6/30/09:
Gross profit	$	22,064		$	56	$	1,179	$	0		$	23,299
Profit before taxes	$	2,802		$	2,483	$	2,138	$	0		$	7,423
Net income	$	1,277		$	2,483	$	2,138		($331	)	$	5,567
EPS-diluted	$	0.04		$	0.08	$	0.06		($0.01	)	$	0.17
Three Months Ended 6/30/08:
Gross profit	$	17,989		$	132	$	876	$	0		$	18,997
Profit (loss) before taxes		($328	)	$	3,104	$	1,742	$	0		$	4,518
Net income (loss)		($158	)	$	3,104	$	1,742		($1,067	)	$	3,621
EPS-diluted		($0.01	)	$	0.10	$	0.06		($0.03	)	$	0.12
Six Months Ended 6/30/09:
Gross profit	$	41,329		$	129	$	2,366	$	0		$	43,824
Profit before taxes	$	3,446		$	5,075	$	4,284	$	0		$	12,805
Net income	$	1,555		$	5,075	$	4,284		($1,310	)	$	9,604
EPS-diluted	$	0.05		$	0.16	$	0.13		($0.04	)	$	0.30
Six Months Ended 6/30/08:
Gross profit	$	34,753		$	232	$	1,833	$	0		$	36,818
Profit (loss) before taxes		($1,941	)	$	6,746	$	3,619	$	0		$	8,424
Net income (loss)		($475	)	$	6,746	$	3,619		($3,144	)	$	6,746
EPS-diluted		($0.02	)	$	0.22	$	0.12		($0.10	)	$	0.22

Smith Micro 2009 Second Quarter Financial Results Page 6 of 7

Smith Micro Software, Inc.
Statement of Operations for the Three and Six Months Ended June 30, 2009 and 2008
(in thousands, except per share amounts)

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
	2009		2008			2009		2008
Revenues	$	25,986	$	23,452		$	49,774	$	45,332
Cost of revenues		3,922		5,463			8,445		10,579
Gross profit		22,064		17,989			41,329		34,753
Operating expenses:
Selling and marketing		6,148		5,839			12,425		12,574
Research and development		8,725		7,853			16,837		14,922
General and administrative		4,508		4,766			8,995		9,614
Total operating expenses		19,381		18,458			38,257		37,110
Operating income (loss)		2,683		(469	)		3,072		(2,357	)
Interest and other income		119		141			374		416
Profit (loss) before taxes		2,802		(328	)		3,446		(1,941	)
Income tax expense (benefit)		1,525		(170	)		1,891		(1,466	)
Net income (loss)	$	1,277	$	(158	)	$	1,555	$	(475	)
Earnings (loss) per share:
Basic	$	0.04	$	(0.01	)	$	0.05	$	(0.02	)
Diluted	$	0.04	$	(0.01	)	$	0.05	$	(0.02	)
Weighted average shares outstanding:
Basic		32,338		30,855			32,008		30,637
Diluted		32,955		30,855			32,464		30,637

Smith Micro 2009 Second Quarter Financial Results Page 7 of 7

Smith Micro Software, Inc.
Consolidated Balance Sheets
(in thousands)

	June 30,		December 31,
	2009		2008
ASSETS
Current Assets:
Cash & cash equivalents	$	14,048	$	13,966
Short-term investments		29,784		22,649
Accounts receivable, net		22,126		18,424
Inventory, net		609		1,097
Prepaid and other assets		1,127		1,026
Deferred tax asset		1,412		1,698
Total current assets		69,106		58,860
Equipment & improvements, net		6,815		4,289
Goodwill		83,483		83,483
Intangible assets, net		23,316		27,603
Deferred tax asset		2,760		2,760
TOTAL ASSETS	$	185,480	$	176,995
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,742	$	3,492
Accrued liabilities		6,194		6,710
Deferred revenue		3,299		923
Total current liabilities		13,235		11,125
Long-term liabilities		343		466
Stockholders’ equity:
Common stock		32		31
Additional paid in capital		170,843		165,864
Accumulated other comprehensive income		32		69
Accumulated earnings (deficit)		995		(560	)
Total stockholders’ equity		171,902		165,404
TOTAL LIABILITIES & EQUITY	$	185,480	$	176,995

EX-99.2

Exhibit 99.2

AT THE COMPANY:	IR INQUIRIES:
Robert Elliott	Charles Messman, Todd Kehrli
Chief Marketing Officer	MKR Group
949-362-5800	323-468-2300
relliott@smithmicro.com	ir@mkr-group.com

SMITH MICRO SOFTWARE ANNOUNCES PROPOSED SHELF REGISTRATION
STATEMENTS

Aliso Viejo, CA, August 3, 2009— Smith Micro Software, Inc. (NASDAQ:SMSI) announced today that it intends to file a universal shelf Registration Statement on Form S-3 and an acquisition shelf Registration Statement on Form S-4 with the Securities and Exchange Commission within the next 30 days. The company has no immediate plans or current commitments to raise capital under the universal shelf on Form S-3 or utilize the shelf Form S-4 for an acquisition transaction. The terms of any offerings under these shelf registrations will be determined at the time of the offering and disclosed in a prospectus supplement filed with the Securities and Exchange Commission.

Once declared effective by the Securities and Exchange Commission, the universal shelf on Form S-3 will permit Smith Micro to sell, in one or more public offerings, up to 4,000,000 shares of its Common Stock. The acquisition shelf registration statement on Form S-4 will, once declared effective, enable Smith Micro to issue up to 1,000,000 shares of its Common Stock in one or more acquisition transactions that the Company may make from time to time. These transactions may include the acquisition of assets, businesses or securities, whether by purchase, merger or any other form of business combination.

“Although Smith Micro does not have any current plans to raise capital or to utilize registered stock for an acquisition transaction, we believe that the universal shelf and the acquisition shelf registration statements will provide a benefit to Smith Micro and our shareholders by enabling us to take advantage of favorable market conditions in capital raising transactions and to facilitate and expedite opportunistic acquisition and growth activities,” said William W. Smith, Jr., President and CEO of Smith Micro Software.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

Page 2 of 2

About Smith Micro Software, Inc.:

Smith Micro Software, Inc., headquartered in Aliso Viejo, California, with offices in Europe and Asia, develops mobility solutions that enable seamless broadband connectivity and next generation media and mobile convergence products over wireless networks. Smith Micro’s complete lines of products are available through our sales groups, direct from our websites, retail distributors, and value-added resellers. Smith Micro’s common stock trades on the NASDAQ Global Market under the symbol SMSI. For more information, please visit: www.smithmicro.com.

Safe Harbor Statement: This release may contain forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are changes in demand for our products from our customers and their end-users, new and changing technologies, customer acceptance of those technologies, new and continuing adverse economic conditions, and the company’s ability to compete effectively with other software companies. These and other factors discussed in the company’s filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release, and the company does not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release. Smith Micro expressly disclaims any current intention or obligation to update any forward-looking statement in this press release to reflect future events or changes in facts assumed or affecting the forward-looking statements contained in this press release.

Smith Micro, Smith Micro logo are registered trademarks or trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective companies.