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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1933
JANUARY 2, 2004
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PCTEL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-27115 77-0364943
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8725 W. HIGGINS ROAD
CHICAGO, ILLINOIS 60631
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(773) 243-3000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 2, 2004, PCTEL, Inc., a Delaware corporation ("PCTEL"), completed its
acquisition of MAXRAD, Inc., an Illinois corporation ("MAXRAD"). MAXRAD is a
manufacturer of wireless communications antennas for broadband wireless,
in-building wireless and land mobile radio applications. In connection with the
acquisition, PCTEL, MAXRAD, and the shareholders of MAXRAD (Kathryn L. Hanus,
George E. Hanus, Geraldine Hanus Children's Trusts - Kathryn L. Hanus Trust
dated October 31, 2000, Geraldine Hanus Children's Trusts - George E. Hanus
Trust dated October 31, 2000, George M. Hanus Trust dated June 7, 1986 - Marital
Trust (collectively, the "Shareholders")) and certain other parties entered into
a Securities Purchase Agreement, dated as of January 2, 2004 (the "Purchase
Agreement"), pursuant to which PCTEL acquired all of the outstanding capital
stock of MAXRAD. None of the Shareholders has a material relationship with
PCTEL.
In exchange for the outstanding capital stock of MAXRAD, PCTEL paid $20 million
in cash out of its available working capital, a portion of which will be held in
escrow for a limited period of time as security for losses incurred by PCTEL in
connection with, among other matters, any breaches of the agreements, covenants,
representations and warranties made by MAXRAD or the Shareholders under or in
connection with the Purchase Agreement. The purchase price is subject to
adjustment based on the net assets reported on MAXRAD's balance sheet as of
January 2, 2004. It is not expected that any such adjustment will be material.
The purchase price for the MAXRAD stock was determined through arms-length
negotiations by the parties.
A copy of the Purchase Agreement is filed as Exhibit 2.1 hereto and is
incorporated by reference into this current report. The description of the
Purchase Agreement set forth above is only a summary of some of the principal
terms.
A copy of the press release announcing the closing of the acquisition is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
PCTEL will file the audited consolidated balance sheet of
MAXRAD as of December 31, 2003, audited consolidated statements of
income and cash flows of MAXRAD for the fiscal year ended December 31,
2003, the notes related thereto and the report of the independent
public accountants thereon under the cover of an amendment to this
Current Report on Form 8-K as soon as practicable, but in no event
later than 60 days after the date on which this Current Report on Form
8-K was required to have been filed.
(b) Pro forma financial information
PCTEL will file an unaudited pro forma condensed combined
balance sheet of PCTEL and MAXRAD as of December 31, 2003, unaudited
pro forma condensed combined statements of income of PCTEL and MAXRAD
for the year then ended and the notes related thereto under the cover
of an amendment to this Current Report on Form 8-K
as soon as practicable, but in no event later than 60 days after the
date on which this Current Report on Form 8-K was required to have been
filed.
(c) Exhibits.
Exhibit No. Description
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2.1(a) Securities Purchase Agreement dated January 2, 2004, by and
among PCTEL, MAXRAD and the shareholders of MAXRAD.
99.1 Press release, dated January 5, 2004, announcing the
completion of PCTEL's acquisition of MAXRAD.
99.2* The audited consolidated balance sheet of MAXRAD as of
December 31, 2003, the audited consolidated statements of
income and cash flows of MAXRAD for the fiscal year ended
December 31, 2003, the notes related thereto and the report of
the independent public accountants thereon.
99.3* The unaudited pro forma condensed combined balance sheet of
PCTEL and MAXRAD as of December 31, 2003, the unaudited pro
forma condensed combined statements of income of PCTEL and
MAXRAD for the year then ended and the notes related thereto.
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* To be filed by amendment not later than 60 days after the date this
Current Report on Form 8-K was required to have been filed.
(a) Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to such
agreement have been omitted. PCTEL agrees to supplementally furnish a
copy of such schedules to the Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 20, 2004
PCTEL, INC.
By: /s/ John W. Schoen
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John W. Schoen, Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1(a) Securities Purchase Agreement dated January 2, 2004, by and
among PCTEL, MAXRAD and the shareholders of MAXRAD.
99.1 Press release, dated January 5, 2004, announcing the
completion of PCTEL's acquisition of MAXRAD.
99.2* The audited consolidated balance sheet of MAXRAD as of
December 31, 2003, the audited consolidated statements of
income and cash flows of MAXRAD for the fiscal year ended
December 31, 2003, the notes related thereto and the report of
the independent public accountants thereon.
99.3* The unaudited pro forma condensed combined balance sheet of
PCTEL and MAXRAD as of December 31, 2003, the unaudited pro
forma condensed combined statements of income of PCTEL and
MAXRAD for the year then ended and the notes related thereto.
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* To be filed by amendment not later than 60 days after the date this
Current Report on Form 8-K was required to have been filed.
(a) Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to such
agreement have been omitted. PCTEL agrees to supplementally furnish a
copy of such schedules to the Commission upon request.