As filed with the Securities and Exchange Commission on February 4, 2002
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 77-0364943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1331 California Circle
Milpitas, California 95035
(408) 965-2100
(Address of principal executive offices)
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1997 STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
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Martin Singer
Chairman of the Board and Chief Executive Officer
PC-Tel, Inc.
1331 California Circle
Milpitas, CA 95035
(408) 965-2100
(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/(1)/ Share* Price Fee
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Common Stock ($0.001 par value)
to be issued under the 1997 Stock Option Plan ...... 700,000 $ 8.96\\(2)\\ $ 6,272,000.00 $ 577.03
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Common Stock ($0.001 par value)
to be issued under the 1998 Employee Stock Purchase
Plan ............................................... 350,000 $ 7.62\\(3)\\ $ 2,667,000.00 $ 245.37
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Total ................................................. 1,050,000 $ 8,939,000.00 $ 822.40
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into two subtotals.
(2) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the amount of the registration fee based on the prices of PC-Tel,
Inc. Common Stock as reported on the Nasdaq National Market on January 29,
2002.
(3) The exercise price of $7.62 per share, computed in accordance with Rule
457(h) under the Securities Act, is 85% of $8.96, the average of the high
and low sales price of a share of PC-Tel, Inc. Common Stock as reported by
the Nasdaq National Market on January 29, 2002.
With respect to the Shares hereby registered under the 1997 Stock
Option Plan and the 1998 Employee Stock Purchase Plan, the Registrant's
Registration Statement on Form S-8/S-3 as filed with the Commission on April 14,
2000 (File No. 333-34910), and Registration Statement on Form S-8 as filed with
the Commission on May 30, 2001 (File No. 333-61926), 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 1,050,000 shares of its Common Stock under
this Registration Statement, of which 700,000 shares are reserved for issuance
under the Company's 1997 Stock Option Plan and 350,000 shares are reserved for
issuance under the Company's 1998 Employee Stock Purchase Plan. Under the Prior
Form S-8s, the Company registered 6,669,952 shares of its Common Stock that had
been or were eligible to be issued under the 1997 Stock Option Plan and
1,481,208 shares of its Common Stock that had been or were eligible to be issued
under the 1998 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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Exhibit No. Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.3* 1997 Stock Option Plan, as amended through August 1999
10.5* 1998 Employee Stock Purchase Plan
23.1 Consent of Arthur Andersen LLP, Independent Public
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 to the Company's Registration Statement on Form S-1
filed October 15, 1999 (No. 333-84707).
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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 Milpitas, State of California, on this 4th day of
February, 2002.
PCTEL, INC.
By: /s/ MARTIN SINGER
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Martin 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 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 SINGER Chairman of the Board, Chief Executive Officer February 4, 2002
----------------------------- (Principal Executive Officer) and Director
Martin Singer
/s/ JOHN SCHOEN Chief Operating Officer and Chief Financial February 4, 2002
----------------------------- Officer (Principal Financial and Accounting
John Schoen Officer)
/s/ RICHARD C. ALBERDING Director February 4, 2002
-----------------------------
Richard C. Alberding
/s/ PETER CHEN Director February 4, 2002
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Peter Chen
/s/ GIACOMO MARINI Director February 4, 2002
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Giacomo Marini
/s/ MIKE MIN-CHU CHEN Director February 4, 2002
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Mike Min-Chu Chen
/s/ CARL A. THOMSEN Director February 4, 2002
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Carl A. Thomsen
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