As filed with the Securities and Exchange Commission on July 8, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PC-TEL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 8725 W. HIGGINS ROAD 77-0364943
(STATE OR OTHER JURISDICTION OF CHICAGO, ILLINOIS 60631 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
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1998 DIRECTOR OPTION PLAN
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MARTIN SINGER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PCTEL, INC.
8725 W. HIGGINS ROAD
CHICAGO, IL 60631
(773) 243-3000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock ($0.001 par value)
to be issued under the 1998 Director Option Plan... 200,000 $11.38(1) $2,276,000.00 $184.13
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(1) The exercise price of $11.38 per share is estimated in accordance with Rule
457(h) under the Securities Act of 1933, as amended ("Securities Act"),
solely for the purpose of computing the amount of the registration fee and
is equal to the average of the high and low sales price of a share of
PCTEL, Inc. Common Stock as reported by the Nasdaq National Market on July
3, 2003.
With respect to the Shares hereby registered under the 1998 Director
Option Plan, the Registrant's Registration Statement on Form S-8/S-3 as filed
with the Commission on April 7, 2000 (File No. 333-34910), referred to as the
"Prior Form S-8", is incorporated herein by reference. Unless otherwise
specified, capitalized terms herein shall have the meanings ascribed to them in
the Prior Form S-8.
The Company is registering 200,000 shares of its Common Stock under
this Registration Statement, of which 200,000 shares are reserved for issuance
under the Company's 1998 Director Option Plan. Under the Prior Form S-8, the
Company previously registered 200,000 shares of its Common Stock for issuance
under the 1998 Director Option Plan.
* * * * * *
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.4 1998 Director Option Plan (as amended and
restated through June 3, 2003) and forms of
agreements thereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich and Rosati,
P.C. (contained in Exhibit 5.1)
24.1 Power of Attorney (See page (II-3))
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 8th day of
July, 2003.
PCTEL, INC.
By: /s/ MARTIN H. SINGER
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Martin H. Singer
Chairman of the Board and Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin H. Singer and John Schoen and each
one of them, acting individually and without the other, as his attorney-in-fact,
each with full power of substitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ MARTIN H. SINGER Chairman of the Board, Chief Executive Officer July 8, 2003
--------------------------- (Principal Executive Officer) and Director
Martin H. Singer
/s/ JOHN SCHOEN Chief Operating Officer and Chief Financial July 8, 2003
--------------------------- Officer (Principal Financial and Accounting
John Schoen Officer)
/s/ RICHARD C. ALBERDING Director July 8, 2003
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Richard C. Alberding
/s/ RICHARD GITLIN Director July 8, 2003
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Richard Gitlin
/s/ GIACOMO MARINI Director July 8, 2003
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Giacomo Marini
/s/ BRIAN JACKMAN Director July 8, 2003
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Brian Jackman
/s/ CARL A. THOMSEN Director July 8, 2003
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Carl A. Thomsen
/s/ JOHN SHEEHAN Director July 8, 2003
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John Sheehan
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