8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 9, 2009

SMITH MICRO SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable
(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 14d-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))

Item 1.01 Entry into a Material Definitive Agreement.

     On September 9, 2009, Smith Micro Software, Inc., a Delaware corporation (“Smith Micro”), Mobility Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Smith Micro (“Sub”), Core Mobility, Inc., a Delaware corporation (“Core Mobility”), Konstantin Othmer, as stockholders’ agent, and the founders of Core Mobility (the “Founders”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).

     Subject to the terms and conditions of the Merger Agreement, upon the filing of a certificate of merger with the Delaware Secretary of State, Sub will be merged with and into Core Mobility, with Core Mobility surviving the Merger as a wholly-owned subsidiary of Smith Micro (the “Merger”).

     The Merger Agreement provides that Smith Micro will pay at the closing of the Merger consideration of $10 million in cash and 700,000 shares of Smith Micro common stock. In addition, Smith Micro will pay additional cash consideration, not to exceed $1.93 million, contingent upon the Core Mobility business achieving certain milestone deliverables for product development and deployment. Smith Micro plans to issue the shares of common stock pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

     Consummation of the Merger is subject to, among other conditions, (i) approval of the Merger by Core Mobility’s stockholders, (ii) the continued accuracy of representations and warranties and the performance of covenants and obligations, (iii) receipt of required approvals and certain third-party consents, (iv) the absence of a material adverse effect with respect to Core Mobility and (v) the resolution of certain outstanding payment matters. The Merger Agreement contains customary termination rights, and the parties have agreed to certain pre-closing and post-closing covenants.

     In the Merger Agreement, Smith Micro, Sub, Core Mobility and the Founders made certain customary representations and warranties. Core Mobility’s stockholders will indemnify Smith Micro and Sub for, among other things, inaccuracies in the representations and warranties, breaches of covenants, any currently due liabilities that remain outstanding following closing and certain third-party claims. As security for these indemnity obligations, Smith Micro will retain approximately $3.0 million of the Merger consideration (the “Holdback”). Subject to any outstanding indemnity claims, 50% of the Holdback will be released eight months following the closing of the Merger and the remaining amount of the Holdback will be released one year from the closing.

     On September 14, 2009, Smith Micro issued a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

     The information set forth above under Item 1.01, Entry into a Material Definitive Agreement, is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1      Press Release, issued by Smith Micro Software, Inc. on September 14, 2009.

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.
Date: September 14, 2009	By:	/s/ Andrew C. Schmidt
		Andrew C. Schmidt
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, issued by Smith Micro Software, Inc. on September 14, 2009.

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 ANNOUNCES AGREEMENT TO ACQUIRE
CORE MOBILITY

Proposed Transaction to Expand Industry-Leading Mobility Solutions Portfolio and Initiatives with
Existing Customers

Aliso Viejo, CA — September 14, 2009 — Smith Micro Software, Inc. (NASDAQ: SMSI), a leading developer and marketer of mobility solutions and services for the wireless market, and Core Mobility, Inc., a developer of mobility software and solutions, announced the signing of an Agreement and Plan of Merger whereby Smith Micro will acquire Core Mobility. Core Mobility will survive as a wholly-owned subsidiary of Smith Micro. Consideration to be paid by Smith Micro for this transaction consists of $10 million cash and 700,000 shares of Smith Micro common stock. In addition, Core Mobility may have the ability to earn additional cash consideration in the form of an earn-out, contingent on achieving certain milestone deliverables for product development and deployment. The transaction is subject to certain closing conditions and expected to be completed in the fourth quarter of 2009.

Core Mobility has a rich portfolio of innovative technologies and mobile software products, having established ground-breaking mobility offerings for synchronization, back-up and restore of critical user data as well as push-to-talk software and visual voicemail services. Core Mobility’s portfolio serves wireless carriers and device manufacturers with mobile handset software, as well as hosted software-as-a-service solutions.

The Core Mobility products are designed to work across a broad spectrum of handset operating systems and platforms, including a rich array of feature phones and today’s most popular Smartphones. Their applications are targeted at improving mobile subscribers’ communications experience while enabling wireless operators to enhance customer loyalty and to generate new revenue streams.

“We expect that Core Mobility’s technical excellence, innovative product offerings and sizable patent portfolio will be a great complement to our existing technologies and industry-leading mobility software portfolio,” commented William W. Smith, Jr., President and Chief Executive Officer of Smith Micro Software. “This acquisition will add depth to our engineering capabilities for handheld client software and expands our ability to

SMSI AQUIRE CORE MOBILITY FOR IMMEDIATE RELEASE DRAFT 2-
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offer managed services that will complement our multimedia and cloud computing strategy. We are excited to bring the Core Mobility team into Smith Micro’s family and to create product synergies to continue serving our customers’ growing mobile broadband voice and data subscriber base.”

Investor Teleconference:

Smith Micro Software will hold an investor conference call to discuss more details of the pending acquisition at 5:00 p.m. Eastern Time today, September 14, 2009. Dialing 877-941-8610 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 via 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 its sales groups, direct from its 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: http://www.smithmicro.com.

Safe Harbor Statement: This release contains forward-looking statements that involve risks and uncertainties, including without limitation forward-looking statements relating to the pending acquisition of Core Mobility, the anticipated timing of the closing of the acquisition, the expected benefits of the acquisition to Smith Micro and integration of Core Mobility’s products and technologies with those of Smith Micro. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are Smith Micro’s ability to complete the acquisition of Core Mobility and integrate Core Mobility products and technologies with those of Smith Micro, customer acceptance of those new products and technologies, new and continuing adverse economic conditions and Smith Micro’s ability to compete effectively with other software companies. These and other factors discussed in Smith Micro’s filings with the Securities and Exchange Commission, including its filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those presented in any forward-looking statements. Smith Micro assumes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Smith Micro and the 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.