As filed with the Securities and Exchange Commission on January 18, 2005
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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PCTEL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 8725 W. HIGGINS ROAD 77-0364943
CHICAGO, ILLINOIS 60631
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
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1997 STOCK OPTION PLAN
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MARTIN H. SINGER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PC-TEL, 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.
MARK BAUDLER, 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 1997 Stock Option Plan ...... 700,000 $ 7.11(1) $4,977,000.00 $ 585.80
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(1) The exercise price of $7.11 per share is estimated in accordance with
Rule 457(c) 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 January 11, 2005.
With respect to the shares hereby registered under the 1997 Stock
Option Plan, the Registrant's Registration Statement on Form S-8/S-3 as filed
with the Commission on April 17, 2000 (File No. 333-34910), Registration
Statement on Form S-8 as filed with the Commission on May 30, 2001 (File No.
333-61926), Registration Statement on Form S-8 as filed with the Commission on
February 4, 2002 (File No. 333-82120), Registration Statement on Form S-8 as
filed with the Commission on February 14, 2003 (File No. 333-103233) and
Registration Statement on Form S-8 as filed with the Commission on February 9,
2004 (File No. 333-112621), collectively referred to as the "Prior Form S-8s",
are incorporated herein by reference. Unless otherwise specified, capitalized
terms herein shall have the meanings ascribed to them in the Prior Form S-8s.
The Company is registering 700,000 shares of its Common Stock under
this Registration Statement, all of which are reserved for issuance under the
Company's 1997 Stock Option Plan. Under the Prior Form S-8s, the Company
previously registered 8,769,952 shares of its Common Stock for issuance under
the 1997 Stock 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.
10.43* 1997 Stock Option Plan, as amended and restated May
13, 2004
23.1 Consent of Independent Accountants
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))
* Incorporated by reference from the exhibit with the same
exhibit number filed pursuant to the Company's Quarterly
Report on Form 10-Q filed August 9, 2004.
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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 18th day of
January, 2005.
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
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/s/ MARTIN H. SINGER Chairman of the Board, Chief Executive Officer January 18, 2005
--------------------------- (Principal Executive Officer) and Director
Martin H. Singer
/s/ JOHN W. SCHOEN Chief Operating Officer and Chief Financial January 18, 2005
--------------------------- Officer (Principal Financial and Accounting
John W. Schoen Officer)
/s/ RICHARD C. ALBERDING Director January 18, 2005
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Richard C. Alberding
/s/ RICHARD GITLIN Director January 18, 2005
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Richard Gitlin
/s/ GIACOMO MARINI Director January 18, 2005
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Giacomo Marini
/s/ BRIAN JACKMAN Director January 18, 2005
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Brian Jackman
/s/ CARL A. THOMSEN Director January 18, 2005
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Carl A. Thomsen
/s/ JOHN SHEEHAN Director January 18, 2005
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John Sheehan
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