UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PC-TEL INC
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
69325q105
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 69325q105
..........................
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1 NAME OF REPORTING PERSON:
I.R.S. Identification Nos. of above persons (entities only):
J. Carlo Cannell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,046,074*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 1,046,074*
8 SHARED DISPOSITIVE POWER: 0*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,046,074*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.74%*
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12 TYPE OF REPORTING PERSON
IN
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* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga") and Tonga Partners QP, L.P.
("TongaQP" and collectively with Anegada and Tonga, the "Funds") owned in the
aggregate 1,046,074 shares of common stock, $0.001 par value per share
(the "Shares"), of PC-TEL INC (the "Company"). Cannell Capital LLC
acts as the investment adviser to Anegada and is the general
partner of and investment adviser to Tonga and Tonga QP. Mr. J. Carlo Cannell
is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell
possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
1,046,074 Shares, or approximately 5.74% of the Shares deemed issued and
outstanding as of the Reporting Date.
Item 1(a). Name of Issuer:
PC-TEL INC
Item 1(b). Address of Issuer's Principal Executive Offices:
471 Brighton Drive
Bloomingdale, IL 60108
Item 2(a). Name of Person Filing:
J. Carlo Cannell
Item 2(b). Address of Principal Business Office or if none, Residence:
P.O. Box 3459
240 E. Deloney Ave.
Jackson, WY 83001
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
69325q105
Item 3. Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,046,074
(b) Percent of Class: 5.74%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,046,074
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
1,046,074
(iv) shared power to dispose or to direct the disposition of: 0*
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class securities, check the following | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga") and Tonga Partners QP, L.P.
("TongaQP" and collectively with Anegada and Tonga, the "Funds") owned in the
aggregate 1,046,074 shares of common stock, $0.001 par value per share
(the "Shares"), of PC-TEL INC (the "Company"). Cannell Capital LLC
acts as the investment adviser to Anegada and is the general
partner of and investment adviser to Tonga and Tonga QP. Mr. J. Carlo Cannell
is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell
possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
1,046,074 Shares, or approximately 5.74% of the Shares deemed issued and
outstanding as of the Reporting Date.
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
* As of December 31, 2008 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), Tonga Partners, L.P.("Tonga") and Tonga Partners QP, L.P.
("TongaQP" and collectively with Anegada and Tonga, the "Funds") owned in the
aggregate 1,046,074 shares of common stock, $0.001 par value per share
(the "Shares"), of PC-TEL INC (the "Company"). Cannell Capital LLC
acts as the investment adviser to Anegada and is the general
partner of and investment adviser to Tonga and Tonga QP. Mr. J. Carlo Cannell
is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell
possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
1,046,074 Shares, or approximately 5.74% of the Shares deemed issued and
outstanding as of the Reporting Date.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2009
J. CARLO CANNELL
/s/ J. Carlo Cannell
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J. Carlo Cannell