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) July 27, 2011

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2011, the Board of Directors of Smith Micro Software, Inc. (the “Registrant”) elected Andrew Arno and Gregory Szabo as new directors to fill existing vacancies on the Board. Mr. Arno will serve in the class of directors whose terms expire at the Annual Meeting of Stockholders to be held in 2013, and Mr. Szabo will serve in the class of directors whose terms expire at the Annual Meeting of Stockholders to be held in 2014.

Each of Messrs. Arno and Szabo will serve as members of the Audit Committee and the Mergers and Acquisitions Committee of the Board, and Mr. Arno will also serve as a member of the Nominating Committee of the Board.

Messrs. Arno and Szabo will be compensated in accordance with the Registrant’s standard compensation policy for non-employee directors as described in the Registrant’s most recent Proxy Statement, except that each of the new directors has waived the automatic grant of stock options to purchase 10,000 shares provided in the 2005 Stock Option / Stock Issuance Plan (the “2005 Plan”). In lieu thereof, the Board approved a special discretionary grant to each of them of 10,000 shares of restricted stock under the 2005 Plan.

Neither of the new directors has been a party to, or has had a direct or indirect material interest in, any transaction with the Registrant during the current or preceding fiscal year, except that Mr. Szabo previously served as a director of the Registrant until April 2010 and received standard director compensation in such capacity.

Item 9.01 Financial Statements and Exhibits.

9.01(d) Exhibits.

99.1	Press Release of Smith Micro Software, Inc. dated July 27, 2011, announcing the election of Andrew Arno as a member of the board of directors of the Registrant.
99.2	Press Release of Smith Micro Software, Inc. dated July 28, 2011, announcing the election of Gregory Szabo as a member of the board of directors of the Registrant.

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)
Date: July 28, 2011	By:	/s/ William W. Smith, Jr.
		Name:	William W. Smith, Jr.
		Title:	President and Chief Executive Officer

Index to Exhibits

Exhibit
Number		Exhibit
	99.1	Press Release of Smith Micro Software, Inc. dated July 27, 2011, announcing the election of Andrew Arno as a member of the board of directors of the Registrant. 99
	99.2	Press Release of Smith Micro Software, Inc. dated July 28, 2011, announcing the election of Gregory Szabo as a member of the board of directors of the Registrant.

EX-99.1

Exhibit 99.1

ANDREW ARNO APPOINTED TO BOARD OF DIRECTORS

FOR SMITH MICRO SOFTWARE, INC.

ALISO VIEJO, CA, July 27, 2011 — William W. Smith, Jr., Chairman of the Board of Directors, President and CEO of Smith Micro Software, Inc. (NASDAQ: SMSI), today announced the appointment of Andy Arno to its board, to be effective as of July 27, 2011. Mr. Arno currently serves as Cofounder and Senior Advisor of Unterberg Capital and brings more than 30 years of financial and technology expertise to his role on the Board of Directors for Smith Micro Software. Previously, Mr. Arno held various leadership positions with Merriman Capital, Inc., Collins Stewart LLC, C.E. Unterberg, Towbin, and Lehman Brothers, and is a graduate of George Washington University.

“We are very pleased to have Andy join our board. He brings a wealth of knowledge and experience in business and financial services, as well as an in-depth understanding of wireless technology markets, that is invaluable,” said Mr. Smith. “Our industry is rapidly evolving, and Andy’s background is uniquely suited to strengthen our board as well as our company.”

About Smith Micro Software, Inc.:

Smith Micro Software, Inc. creates new possibilities by developing mobile applications and solutions to solve customer problems. Through our insight into the market, we develop new applications that put you in control of your digital lifestyle. Our portfolio of products and services spans Connectivity Management, Communications and Content Management solutions.

To complete Smith Micro’s solutions, the company also provides server software applications and services to help its customers manage their software investments.

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 quarterly revenues guidance, its financial prospects and other projections of its performance, the company’s ability to increase its business and the anticipated timing and financial performance of its new products and services 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 the company’s products from its customers and their end-users, new and changing technologies and mobile communications products, customer acceptance of those technologies and products, new and continuing adverse economic conditions, and the company’s ability to compete effectively with other software providers. These and other factors discussed in the company’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 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 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.

INVESTOR RELATIONS INQUIRIES:
Thomas P. Matthews	Charles Messman, Todd Kehrli
Smith Micro Software, Inc.	MKR Group
Chief Strategy Officer	+1 (323) 468-2300
+1 (949) 362-5800	smsi@mkr-group.com

EX-99.2

Exhibit 99.2

SMITH MICRO SOFTWARE, INC. STRENGTHENS ITS BOARD OF
DIRECTORS WITH REAPPOINTMENT OF
GREGORY J. SZABO

ALISO VIEJO, CA, July 28, 2011 — William W. Smith, Jr., Chairman of the Board of Directors, President and CEO of Smith Micro Software, Inc. (NASDAQ: SMSI), today announced the reappointment of Gregory J. Szabo to its Board of Directors effective July 27, 2011. Mr. Szabo currently serves as President and CEO of Ertek Inc. and on the Board of Advisories at Across Techs, LLC. Mr. Szabo brings more than 30 years of wireless communications experience to his role on the Board of Directors for Smith Micro Software, and holds bachelor of science and master of science degrees in electrical engineering from Ohio University.

“We are delighted to have Greg rejoin our board of directors,” said Mr. Smith. “His exceptional experience and strong track record in the wireless sector and as a former Smith Micro board member will once again prove valuable to our shareholders.”

“I am honored by this reappointment and am motivated by our past successes together,” said Mr. Szabo. “This is an extraordinary opportunity to help achieve the goals of Smith Micro and I am committed to providing continued support and counsel to the board, the company and its shareholders.”

About Smith Micro Software, Inc.:

Smith Micro Software, Inc. creates new possibilities by developing mobile applications and solutions to solve customer problems. Through our insight into the market, we develop new applications that put you in control of your digital lifestyle. Our portfolio of products and services spans Connectivity Management, Communications and Content Management solutions.

To complete Smith Micro’s solutions, the company also provides server software applications and services to help its customers manage their software investments.

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 quarterly revenues guidance, its financial prospects and other projections of its performance, the company’s ability to increase its

business and the anticipated timing and financial performance of its new products and services 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 the company’s products from its customers and their end-users, new and changing technologies and mobile communications products, customer acceptance of those technologies and products, new and continuing adverse economic conditions, and the company’s ability to compete effectively with other software providers. These and other factors discussed in the company’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 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 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.

INVESTOR RELATIONS INQUIRIES:
Thomas P. Matthews	Charles Messman, Todd Kehrli
Smith Micro Software, Inc.	MKR Group
Chief Strategy Officer	+1 (323) 468-2300
+1 (949) 362-5800	smsi@mkr-group.com