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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-26536
 SMITH MICRO SOFTWARE, INC.
  
 Delaware
    
    33-0029027(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)51 Columbia, Aliso Viejo, CA
    
    92656(Address of principal executive offices)
    
    (Zip Code)
 (949) 362-5800
 Common Stock, $.001 par value
    
    The NASDAQ Stock Market LLC(Title of each class)
    
    (NASDAQ Global Select Market)(Name of each exchange on which registered)
 
 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.001 par value
Securities registered pursuant to Section 12(g) of the Act: None
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    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.4.5EX-31.1EX-31.2    Table of Contents  
 PART IV
 
 Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) Financial Statements
  PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    F-3Consolidated Statements of Operations for each of the three years in
the period ended December 31, 2009
    
    
    F-4Consolidated Statements of Stockholders Equity for each of the three
years in the period ended December 31, 2009
    
    
    F-5Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 2009
    
    
    F-6Notes to Consolidated Financial Statements for each of the three years
in the period ended December 31, 2009
    
    
    F-8
 (2)
    
    Financial Statement Schedule
  PageSchedule II  Valuation and Qualifying Accounts for each of the three years in
the period ended December 31, 2009.
    
    
    S-1
 (3)
    
    Exhibits
 ExhibitNo.
    
    Title
    
    Method of Filing2.1
    
    Agreement and Plan of Merger, dated
September 9, 2009, by and among
Smith Micro Software, Inc., Mobility
Acquisition Corp., Core Mobility,
Inc., Konstantin Othmer, as
stockholders agent, and the
founders of Core Mobility.
    
    Incorporated by
reference to Exhibit
2.1 to the
Registrants Quarterly
Report on Form 10-Q
filed on November 5,
2009.3.1
    
    Amended and Restated Certificate of
Incorporation of the Registrant.
    
    Incorporated by
reference to Exhibit
3.1 to the
Registrants
Registration Statement
No. 33-95096.3.1.1
    
    Amendment to the Amended and
Restated Certificate of
Incorporation of the Registrant.
    
    Incorporated by
reference to Exhibit
3.1.1 to the
Registrants Quarterly
Report on Form 10-Q
for the period ended
June 30, 2000.3.1.2
    
    Certificate of Amendment to Amended
and Restated Certificate of
Incorporation of Registrant as filed
August 18, 2005 with Delaware
Secretary of State.
    
    Incorporated by
reference to Exhibit
3.1.2 to the
Registrants Annual
Report on Form 10-K
for the period ended
December 31, 2005.3.2
    
    Amended and Restated Bylaws of the
Registrant.
    
    Incorporated by
reference to Exhibit
3.2 to the
Registrants
Registration Statement
No. 33-95096.




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ExhibitNo.
    
    Title
    
    Method of Filing3.3
    
    Certificate of Amendment of Amended
and Restated Bylaws of Smith Micro
Software, Inc.
    
    Incorporated by
reference to Exhibit
3.3 to the
Registrants Current
Report on Form 8-K
filed on October 31,
2007.4.1
    
    Specimen certificate representing
shares of Common Stock of the
Registrant.
    
    Incorporated by
reference to Exhibit
4.1 to the
Registrants
Registration Statement
No. 33-95096.10.1
    
    Form of Indemnification Agreement.
    
    Incorporated by
reference to Exhibit
10.1 to the
Registrants
Registration Statement
No. 33-95096.10.2
    
    1995 Stock Option/Stock Issuance
Plan as Amended and Restated through
February 7, 2001.
    
    Incorporated by
reference to the
Appendix attached to
the Definitive Proxy
Statement for the 2001
Annual Meeting of
Stockholders filed on
April 27, 2001.10.3
    
    Amended and Restated 2005 Stock
Option / Stock Issuance Plan.
    
    Incorporated by
reference to Exhibit
10.7 to the
Registrants
Registration Statement
on Form S-8 (Reg. No.
333-149222).10.4 
    
    Master Software License and
Distribution Agreement (Contract No.
220-00-0134) effective as of
December 1, 2000, between Cellco
Partnership (d/b/a Verizon Wireless)
and the Registrant.
    
    Incorporated by
reference to Exhibit
10.1 to the
Registrants Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2003.10.4.1
    
    Amendment of Master Software License
and Distribution Agreement (Contract
No. 220-00-0134).
    
    Incorporated by
reference to Exhibit
10.1.1 to the
Registrants Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2003.10.4.2
    
    Amendment No. 2 to the Master
Software License and Distribution
Agreement (Contract No.
220-00-0134).
    
    Incorporated by
reference to Exhibit
10.1.2 to the
Registrants Quarterly
Report on Form 10-Q
for the quarter ended
June 30, 2003.10.4.3
    
    Amendment No. 6 to the Master
Software License and Distribution
Agreement (Contract No.
220-00-0134).
    
    Previously filed.10.4.4
    
    Amendment No. 7 to the Master
Software License and Distribution
Agreement (Contract No.
220-00-0134).
    
    Previously filed.10.4.5
    
    Amendment No. 9 to the Master
Software License and Distribution
Agreement (Contract No.
220-00-0134).
    
    Filed herewith.10.5
    
    Letter Agreement, dated June 13,
2005, by and between Smith Micro
Software, Inc. and Andrew Schmidt.
    
    Incorporated by
reference to Exhibit
10.5 to the
Registrants Current
Report on Form 8-K
filed on November 30,
2006.10.6
    
    Employment Agreement dated April 9,
1999 by and between Smith Micro
Software, Inc. and William Wyand.
    
    Incorporated by
reference to Exhibit
10.6 to the
Registrants Current
Report on Form 8-K
filed on November 30,
2006.10.7
    
    Employment Agreement effective as of
January 4, 2008 by and between Smith
Micro Software, Inc. and Biju Nair.
    
    Incorporated by
reference to Exhibit
10.7 to the
Registrants Current
Report on Form 8-K
filed on January 9,
2008.10.8
    
    Management Retention Agreement
effective as of January 4, 2008 by
and between Smith Micro Software,
Inc. and Biju Nair.
    
    Incorporated by
reference to Exhibit
10.7 to the
Registrants Current
Report on Form 8-K
filed on January 9,
2008.




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ExhibitNo.
    
    Title
    
    Method of Filing10.9
    
    Executive Employment Agreement dated
July 1, 2005 by and between Smith
Micro Software, Inc. and Jonathan
Kahn.
    
    Incorporated by
reference to Exhibit
10.9 to the
Registrants Annual
Report on Form 10-K/A
filed on April 29,
2008.10.10
    
    Summary of oral agreement dated June
2005 by and between William W.
Smith, Jr. and the Registrant.
    
    Incorporated by
reference to Exhibit
10.10 to the
Registrants Quarterly
Report on Form 10-Q
filed on August 4,
2009.14.1
    
    Code of Ethics.
    
    Incorporated by
reference to Exhibit
14.1 to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended December 31,
2003.14.1.1
    
    Attachment 1 to Code of Ethics.
    
    Incorporated by
reference to Exhibit
14.1 to the
Registrants Annual
Report on Form 10-K
for the fiscal year
ended December 31,
2003.21.1
    
    Subsidiaries.
    
    Previously filed.23.1
    
    Consent of Independent Registered
Public Accounting Firm.
    
    Previously filed.31.1
    
    Certification of the Chief Executive
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    Certification of the Chief Financial
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.32.1
    
    Certifications of the Chief
Executive Officer and the Chief
Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    Previously filed.
 
 
    
    Confidential treatment has been granted with respect to certain confidential portions of this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, which confidential
portions have been omitted from the exhibit and filed separately with the Securities and Exchange
Commission.
    
    Confidential treatment has been requested with respect to certain confidential portions of this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, which confidential
portions have been omitted from the exhibit and filed separately with the Securities and Exchange
Commission. (b)
    
    Exhibits
  (c)
    
    Financial Statement Schedule




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SIGNATURES
  SMITH MICRO SOFTWARE, INC.Date:  April 28, 2010
    By:
    /s/ William W. Smith, Jr.William W. Smith, Jr.Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)Date:  April 28, 2010
    By:
    /s/ Andrew C. SchmidtAndrew C. Schmidt,Chief Financial Officer
(Principal Financial and Accounting Officer)  Signature
    
    Title
    
    Date*
    
    Chairman of the Board,
President
    
    April 28, 2010William W. Smith, Jr.
    
    and Chief Executive Officer 

(Principal Executive
Officer)/s/ Andrew C. Schmidt
    
    Chief Financial
Officer
    
    April 28, 2010Andrew C. Schmidt
    
    (Principal Financial and
Accounting Officer)*
    
    Director
    
    April 28, 2010Thomas G. Campbell*
    
    Director
    
    April 28, 2010Samuel Gulko*
    
    Director
    
    April 28, 2010Ted L. Hoffman*
    
    Director
    
    April 28, 2010William C. Keiper*
    
    Director
    
    April 28, 2010Gregory J. Szabo
 
 * By:
    
    /s/ Andrew C. Schmidt

Andrew C. Schmidt, as Attorney-in-Fact