As filed with the Securities and Exchange Commission on February , 2003
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 8725 W. HIGGINS ROAD 77-0364943
CHICAGO, ILLINOIS 60631
(STATE OR OTHER JURISDICTION OF (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
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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.
8725 W. HIGGINS ROAD
CHICAGO, IL 60631
(773) 243-3000
(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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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
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Common Stock ($0.001 par value)
to be issued under the 1997 Stock Option Plan......... 700,000 $ 6.42(2) $ 4,494,000.00 $ 413.45
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Common Stock ($0.001 par value)
to be issued under the 1998 Employee Stock Purchase
Plan.................................................. 350,000 $ 5.45(3) $ 1,907,500.00 $ 175.49
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Total.................................................... 1,050,000 $ 6,401,500.00 $ 588.94
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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) The exercise price of $6.42 per share is estimated in accordance with Rule
457(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
PC-Tel, Inc. Common Stock as reported by the Nasdaq National Market on
February 12, 2003.
(3) The exercise price of $5.45 per share is estimated in accordance with Rule
457(h) under the Securities Act solely for the purpose of computing the
amount of the registration fee and is equal to 85% of $6.42, 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 February 12, 2003.
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), Registration Statement on Form S-8 as filed with the
Commission on May 30, 2001 (File No. 333-61926), and Registration Statement on
Form S-8 as filed with the Commission on February 4, 2002 (File No. 333-82120),
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 7,369,952 shares of its Common
Stock for issuance under the 1997 Stock Option Plan and 1,831,208 shares of its
Common Stock for issuance under the 1998 Employee Stock Purchase Plan.
* * * * * *
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
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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 With respect the consolidated
financial statements of PC-Tel, Inc.
incorporated into this registration
statement by reference to our Annual
Report on Form 10-K filed for the year
ended December 31, 2001, the Company
was unable to obtain the written
consent of Arthur Andersen, LLP, as
such is required by Section 7 of the
Securities Act, and dispenses with
this requirement pursuant to Rule
437(a) of the Securities Act.
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 Chicago, State of Illinois, on this 13th day of
February, 2003.
PC-TEL, INC.
By: /s/ MARTIN H. SINGER
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Martin H. 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 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
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/s/ MARTIN H. SINGER Chairman of the Board, Chief Executive Officer February 13, 2003
------------------------------------ (Principal Executive Officer) and Director
Martin H. Singer
/s/ JOHN SCHOEN Chief Operating Officer and Chief Financial February 13, 2003
------------------------------------ Officer (Principal Financial and Accounting
John Schoen Officer)
/s/ RICHARD C. ALBERDING Director February 13, 2003
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Richard C. Alberding
/s/ RICHARD GITLIN Director February 13, 2003
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Richard Gitlin
/s/ GIACOMO MARINI Director February 13, 2003
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Giacomo Marini
/s/ BRIAN JACKMAN Director February 13, 2003
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Brian Jackman
/s/ CARL A. THOMSEN Director February 13, 2003
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Carl A. Thomsen
/s/ JOHN SHEEHAN Director February 13, 2003
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John Sheehan
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