-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IGYbFrRlYkxPp9rbox7qYhLsnqlHZChPjRE1opXEBowxuzCesdeW3IzX95Zo/yvo uEwYynvktBLT2mdEXMhU3w== 0000950137-04-000671.txt : 20040209 0000950137-04-000671.hdr.sgml : 20040209 20040209162243 ACCESSION NUMBER: 0000950137-04-000671 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040209 EFFECTIVENESS DATE: 20040209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC TEL INC CENTRAL INDEX KEY: 0001057083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770364943 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112621 FILM NUMBER: 04578309 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS RD. STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-243-3000 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS RD STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60631 S-8 1 c82728sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 9, 2004 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- PCTEL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------------- DELAWARE 8725 W. HIGGINS ROAD 77-0364943 CHICAGO, ILLINOIS 60631 (STATE OR OTHER (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER JURISDICTION OF EXECUTIVE OFFICES) IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ---------------------- 1997 STOCK OPTION PLAN 1998 EMPLOYEE STOCK PURCHASE PLAN ---------------------- 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) ---------------------- 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 ----------------------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== MAXIMUM PROPOSED PROPOSED TITLE OF AMOUNT MAXIMUM MAXIMUM SECURITIES TO BE OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED PRICE PER OFFERING REGISTRATION REGISTERED (1) SHARE PRICE FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock ($0.001 par value) to be issued under the 1997 Stock Option Plan ....... 700,000 $ 10.75(2) $ 7,525,000.00 $ 953.42 - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock ($0.001 par value) to be issued under the 1998 Employee Stock Purchase Plan .............................................. 350,000 $ 9.14(3) $ 3,199,000.00 $ 405.32 - ----------------------------------------------------------------------------------------------------------------------------------- Total ................................................ 1,050,000 $10,724,000.00 $ 1,358.74 ===================================================================================================================================
(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) The exercise price of $10.75 per share is estimated in accordance with Rules 457(c) and (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 February 5, 2004. (3) The exercise price of $9.14 per share is estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of computing the amount of the registration fee and is equal to 85% of $10.75, 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 February 5, 2004. 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 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) and Registration Statement on Form S-8 as filed with the Commission on February 14, 2003 (File No. 333-103233), 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 previously registered 8,069,952 shares of its Common Stock for issuance under the 1997 Stock Option Plan and 2,181,208 shares of its Common Stock for issuance under the 1998 Employee Stock Purchase Plan. * * * * * * PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits. Exhibit No. Description ---------- ----------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 10.3* 1997 Stock Option Plan, as amended through August 1999 10.5* 1998 Employee Stock Purchase Plan 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)) * Incorporated by reference from the exhibits with the same exhibit number filed pursuant to the Company's Registration Statement on Form S-1 filed August 6, 1999 (No. 333-84707). II-1 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 9th day of February, 2004. PCTEL, INC. By: /s/ MARTIN H. SINGER ----------------------------------- Martin H. Singer Chairman of the Board and Chief Executive Officer II-2 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 February 9, 2004 - --------------------------- (Principal Executive Officer) and Director Martin H. Singer /s/ JOHN W. SCHOEN Chief Operating Officer and Chief Financial February 9, 2004 - --------------------------- Officer (Principal Financial and Accounting John W. Schoen Officer) /s/ RICHARD C. ALBERDING Director February 9, 2004 - --------------------------- Richard C. Alberding /s/ RICHARD GITLIN Director February 9, 2004 - --------------------------- Richard Gitlin /s/ GIACOMO MARINI Director February 9, 2004 - --------------------------- Giacomo Marini /s/ BRIAN JACKMAN Director February 9, 2004 - --------------------------- Brian Jackman /s/ CARL A. THOMSEN Director February 9, 2004 - --------------------------- Carl A. Thomsen /s/ JOHN SHEEHAN Director February 9, 2004 - --------------------------- John Sheehan
EX-5.1 3 c82728exv5w1.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI, P.C. EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Telephone: (650) 493-9300 Facsimile: (650) 493-6811 FEBRUARY 9, 2004 PCTEL, Inc. 8725 W. Higgins Road Chicago, Illinois 60631 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about February 9, 2004 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,050,000 shares of your Common Stock (the "Shares") issuable under the PCTEL, Inc. 1997 Stock Option Plan and 1998 Employee Stock Purchase Plan (together, the "Plans"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 4 c82728exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF PRICEWATERHOUSE COOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-8, pertaining to the 1997 Stock Option Plan of PCTEL, Inc. and the 1998 Employee Stock Purchase Plan of PCTEL, Inc., of our report dated February 10, 2003, except as to note 16, which is as of March 21, 2003, relating to the financial statements and financial statement schedule of PCTEL, Inc., which appears in PCTEL's Annual Report on Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois February 6, 2004 -----END PRIVACY-ENHANCED MESSAGE-----