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): April 4, 2007

Smith Micro Software, Inc.

(Exact name of registrant as specified in its charter)

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

51 Columbia, Suite 200
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 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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 2.3

Item 1.01 Entry into a Material Definitive Agreement

     On April 4, 2007, Smith Micro Software, Inc. (the “Company”), IS Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (“Acquisition Sub”), and Insignia Solutions plc and its subsidiaries Insignia Solutions Inc., Insignia Solutions AB and Insignia Asia Corporation (collectively “Insignia”) entered into an Amendment (the “Amendment”) to the Asset Purchase Agreement dated February 11, 2007 by and among Company, Acquisition Sub and Insignia (the “Asset Purchase Agreement”).

     Pursuant to the Amendment, the Company, Acquisition Sub and Insignia agreed that, among other things, the aggregate consideration to be paid by the Company under the Asset Purchase Agreement would be $18.575 million, consisting of:

• $12.5 million in cash;

• forgiveness of all indebtedness payable by Insignia under the Promissory Note initially delivered to the Company on December 22, 2005 (the principal amount of the note was $2.0 million at the closing of the Acquisition (as defined below)), and

• a cash sum equal to the product of $2.575 million less the dollar amount of the Employee Liabilities (as defined in the Amendment) assumed by the Company at closing; provided that the Company shall be entitled to withhold $500,000 of this amount until Insignia delivers to the Company Insignia’s audited financial statements (including the opinion of Insignia’s independent registered public accounting firm) as of and for the year ended December 31, 2006.

In addition, the Company will hold back $1.5 million in cash from the consideration for twelve months as security for satisfaction of Insignia’s indemnification obligations under the Asset Purchase Agreement, as amended.

     The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the Amendment attached as Exhibit 2.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On April 4, 2007, the Company, Acquisition Sub and Insignia consummated the acquisition by the Company and Acquisition Sub of substantially all of the assets of Insignia (the “Acquisition”), including Insignia’s Device Management Suite, pursuant to the terms of the Asset Purchase Agreement, as amended.

     Under the terms of the Asset Purchase Agreement, as amended, the aggregate consideration for the Acquisition was as set forth above under “Item 1.01 — Entry into Material Definitive Agreement.”

     The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by the Asset Purchase Agreement attached as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on February 13, 2007 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

     The financial information required by this item, if any, with respect to the Acquisition, will be filed as soon as practicable, and in any event not later than 71 days after the date of this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

     The pro forma financial information required by this item, if any, with respect to the Acquisition, will be filed as soon as practicable, and in any event not later than 71 days after the date of this Current Report on Form 8-K.

(d) Exhibits.

2.3 Amendment to Asset Purchase Agreement, dated April 4, 2007, by and among Smith Micro Software, Inc., IS Acquisition Sub, Inc., Insignia Solutions plc, Insignia Solutions Inc., Insignia Solutions AB and Insignia Asia Corporation.

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: April 4, 2007	/s/ Andrew Schmidt
	Andrew Schmidt
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.3	Amendment to Asset Purchase Agreement, dated April 4, 2007, by and among Smith Micro Software, Inc., IS Acquisition Sub, Inc., Insignia Solutions plc, Insignia Solutions Inc., Insignia Solutions AB and Insignia Asia Corporation.

EX-2.3

EXHIBIT 2.3

AMENDMENT TO ASSET PURCHASE AGREEMENT

     This Amendment to Asset Purchase Agreement (this “Amendment”) dated as of April 4, 2007, by and among Smith Micro Software, Inc., a Delaware corporation (“Purchaser”), IS Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Acquisition Sub” and together with Purchaser the “Purchasing Parties”), Insignia Solutions plc, a company incorporated under the laws of England and Wales (company no. 1961960) (“Seller”) and the subsidiaries of Seller as set forth on the signature page hereto (such subsidiaries and Seller collective referred to herein as the “Selling Parties”), is entered into by and among the undersigned with reference to the following facts:

     WHEREAS, the Purchasing Parties and the Selling Parties are parties to that certain Asset Purchase Agreement dated as of February 11, 2007 (the “Agreement”);

     WHEREAS, pursuant to Section 13.4 of the Agreement the parties desire to enter into this Amendment in order to amend the Agreement as set forth herein.

     NOW, THEREFORE, the parties agree as follows.

     1. Amendment of Section 1.3 of the Agreement. Section 1.3 of the Agreement is hereby amended and restated in its entirety as follows:

     “1.3 Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Parties shall assign, and the Purchasing Parties shall assume only the Assumed Liabilities. Thereafter, the Purchasing Parties shall pay and discharge all such Assumed Liabilities as and when such Assumed Liabilities become due and owing. For the purposes of this Agreement, the “Assumed Liabilities” shall mean (i) the value of accrued vacation time that is credited to Employees who are hired by any of the Purchasing Parties at Closing and that is not paid by the Selling Parties, (ii) any other accrued employee liabilities agreed upon in writing by the Purchasing Parties, and (iii) obligations arising from and after the Closing pursuant to the Seller Contracts (for purposes of this Agreement, (i) and (ii) are collectively referred to herein as the “Employee Liabilities”). Notwithstanding the foregoing, the Purchasing Parties shall not, without the prior written consent of Purchaser, assume liability or payment obligations for any Taxes (other than employment-related Taxes, but excluding any interest, fines, penalties or additions thereon) or all or any portion of the Liability described in Section 1.4(p). If the Selling Parties shall be required to pay any amounts included in Assumed Liabilities, then the Purchasing Parties shall reimburse the Selling Parties thereofor, subject to potential offset for any amounts owing to the Purchasing Parties by the Selling Parties.”

     2. Amendment of Section 2.1 of the Agreement. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows:

     “2.1 Purchase Price As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets by the Selling Parties to the Purchasing Parties, Purchaser shall deliver to Seller, acting on its own behalf and on behalf of the Selling Parties, aggregate consideration of Sixteen Million Dollars (US$16,000,000) plus the Post —Closing Payment (collectively the “Purchase Price”), payable in the following manner:

          (a) Purchaser shall deliver to Seller for the account of the Selling Parties by wire transfer of immediately available funds, funds equal to Twelve Million Five Hundred Thousand Dollars (US$12,500,000);

          (b) Purchaser shall discharge and forgive the liabilities of Seller or its Subsidiaries to Purchaser pursuant to the Promissory Note initially delivered to Seller on December 22, 2006;

          (c) One Million Five Hundred Thousand Dollars ($1,500,000) (the “Holdback Amount”) shall be payable by Purchaser subject to and in accordance with Section 2.2;

          (d) Purchaser shall deliver to Seller for the account of the Selling Parties by wire transfer of immediately available funds, funds equal to the product of (a) Two Million Five Hundred Seventy-Five Thousand Dollars (US$2,575,000), minus (b) the dollar amount of the Employee Liabilities, within three (3) business days of the Employee Liabilities being defined (but in no event later than ten (10) business days after the Closing). The payment set forth in this Section 2.1(d) shall be referred to herein as the “Post-Closing Payment.” Notwithstanding the foregoing, Purchaser shall be entitled to withhold Five Hundred Thousand Dollars (US$500,000) of the Post-Closing Payment until the Selling Parties deliver to Purchaser Seller’s audited financial statements (including the opinion of Seller’s independent registered public accounting firm) as of and for the year ended December 31, 2006, at which time such amount shall be delivered to the Selling Parties.”

     3. Amendment of Agreement to Add Insignia Asia Corporation as a Party. The Agreement is hereby amended to include Insignia Asia Corporation as a party to, and a Selling Party for all purposes under, the Agreement..

     4. Amendment of Section 1.2 of the Agreement. Section 1.2 of the Agreement is hereby amended to include the following Section 1.2(g):

          “(g) All rights and obligations of Seller under the Stock Transfer Agreement dated March 2007 by and among Insignia Solutions, Inc., Korean Digital Corporation and Jtek Corporation (the “Stock Transfer Agreement”).”

     5. Amendment of Section 1.4 of the Agreement. Section 1.4 of the Agreement is hereby amended to include the following Section 1.4(r):

          “(r) Any Liability and obligation of Seller arising out of the Stock Transfer Agreement.”

     6. Counterparts. This Amendment may be executed in counterparts with the same force and effect as if each of the signatories had executed the same instrument.

     7. Definitions. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.

     8. Other. Except as provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

“Purchaser”		“Seller”
SMITH MICRO SOFTWARE INC.		INSIGNIA SOLUTIONS PLC
By:	/s/ William W. Smith, Jr.	By:	/s/ Mark McMillan
Name:	William W. Smith, Jr.	Name:	Mark McMillan
Title:	President and Chief Executive Officer	Title:	Chief Executive Officer
IS ACQUISITION SUB, INC.		INSIGNIA SOLUTIONS INC
By:	/s/ William W. Smith, Jr.	By:	/s/ Mark McMillan
Name:	William W. Smith, Jr.	Name:	Mark McMillan
Title:	President and Chief Executive Officer	Title:	Chief Executive Officer
		INSIGNIA SOLUTIONS AB
		By:	/s/ Mark McMillan
		Name:	Mark McMillan
		Title:	Chief Executive Officer
		INSIGNIA ASIA CORPORATION
		By:	/s/ Mark McMillan
		Name:	Mark McMillan
		Title:	Chief Executive Officer