-----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, EF9fNuPILVUxSik62EC9fgo8jgx/RXSaIgWEPe0pGjFuHDJQt6g+up1Y3qtgc6FR HFXJ/btArhFu7Lk8plwZdQ== 0000950137-04-008335.txt : 20041006 0000950137-04-008335.hdr.sgml : 20041006 20041006171042 ACCESSION NUMBER: 0000950137-04-008335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041006 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27115 FILM NUMBER: 041068802 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 8-K 1 c88574e8vk.txt CURRENT REPORT ================================================================================ UNITED STATES 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 1934 OCTOBER 6, 2004 ------------------------------------------------ DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) PCTEL, INC. ------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 000-27115 77-0364943 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER INCORPORATION) NUMBER) IDENTIFICATION NUMBER) 8725 W. HIGGINS ROAD, SUITE 400 CHICAGO, ILLINOIS 60631 ---------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (773) 243-3000 -------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Section 2 - Financial Information Item 2.02 Results of Operations and Financial Condition The following information is intended to be furnished under Item 2.02 of Form 8-K, "Results of Operations and Financial Condition." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On October 6, 2004, PCTEL, Inc. issued a press release reporting estimated revenue for its third fiscal quarter ended September 30, 2004 and revising its guidance for its fourth fiscal quarter and year ending December 31, 2004. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibit is furnished herewith: 99.1 Press Release, dated October 6, 2004, of PCTEL, Inc. reporting estimated revenue for its third fiscal quarter ended September 30, 2004 and revising its guidance for its fourth fiscal quarter and year ending December 31, 2004 -2- 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. Date: October 6, 2004 PCTEL, INC. By: /s/ John W. Schoen --------------------------------------- John W. Schoen, Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release, dated October 6, 2004, of PCTEL, Inc. reporting estimated revenue for its third fiscal quarter ended September 30, 2004 and revising its guidance for its fourth fiscal quarter and year ending December 31, 2004 -4- EX-99.1 2 c88574exv99w1.txt PRESS RELEASE For further information contact: John Schoen Jack Seller COO/CFO Public Relations PCTEL, Inc. PCTEL, Inc. (773) 243-3000 (773) 243-3016 jack.seller@pctel.com PCTEL REVISES GUIDANCE ON REVENUE FOR THIRD AND FOURTH QUARTER SHORTFALL IN GOVERNMENT SALES AND SOFTAP CONTRIBUTE TO MISS CHICAGO, IL - OCTOBER 6, 2004 - PCTEL, Inc. (NASDAQ:PCTI), announced today that revenue for the third quarter would be $10.9 million, compared to prior guidance of $12.5 -13.0 million provided at the beginning of the quarter. The company also announced that its sales would be up slightly to between $10.9 and $11.3 million for the fourth quarter. The revised revenue guidance for 2004 is between a range of $44.0 and $44.2 million and is comprised of the company's wireless product sales and licensing revenue. Last year, PCTEL generated $27.2 million in wireless product sales and modem licensing fees, including a $13.5 million one-time perpetual license fee from Intel. The company anticipates that each of its wireless product groups will continue to demonstrate year over year revenue growth. Despite this growth, the company does not expect that it will be able to achieve its original financial targets. The company's financial performance was impacted by shortfalls in the government contracts business of its RF Solutions Group. In addition, revenue for SoftAP declined from the second quarter and that business is expected to remain soft in the fourth quarter. "We are disappointed that we will not meet our previously announced financial objectives," said Marty Singer, PCTEL's Chairman and CEO. "On the other hand, we continue to make strong progress in building our business and establishing a software and licensing revenue base for the future, and we continue to have high confidence in the customer markets for our Roaming Client software, our RF Solutions products and our new antenna products," added Singer. The company will have further information available at its regularly scheduled earnings conference call scheduled for Monday, November 1, 2004 at 5:00 pm (EST). Call details will be announced in a separate press release. ABOUT PCTEL PCTEL (NASDAQ: PCTI), founded in March 1994, is a global leader in simplifying mobility. PCTEL's Mobility Solutions' software tools simplify installation, roaming, Internet access and billing. PCTEL's RF Solutions' portfolio of OEM receivers and receiver-based products measure and monitor cellular networks. PCTEL's MAXRAD Product Group designs, distributes, and supports innovative antenna solutions that facilitate and simplify wireless communications. PCTEL protects its leadership position with a portfolio of more than 130 analog and broadband communications and wireless patents, issued or pending, including key and essential patents for modem technology. The company's products are sold or licensed to PC manufacturers, PC card and board manufacturers, wireless carriers, wireless ISPs, distributors, wireless test and measurement companies, and system integrators. PCTEL headquarters are located at 8725 West Higgins Road, Suite 400, Chicago, IL 60631. Telephone: 773-243-3000. For more information, please visit our web site at: http://www.pctel.com. SAFE HARBOR STATEMENT This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Specifically, these forward looking statements include, but are not limited to, statements regarding PCTEL's expectations as to its financial results for the third and fourth quarters of 2004 and for 2004, and management's confidence in the customer markets for its products. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the completion of PCTEL's closing and review procedures for the third quarter; the effects of competition and pricing pressures; the rate of growth of the wireless markets; variability in quarterly operating results; general economic conditions; and other risks as detailed from time to time in PCTEL's filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and PCTEL disclaims any obligation to update or revise the information contained in any forward-looking statement, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----