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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
JUNE 5, 2006
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PCTEL, INC.
(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) (IRS Employer
Incorporation) Identification No.
8725 W. HIGGINS ROAD, SUITE 400
CHICAGO, IL 60631
(Address of Principal Executive Offices, including Zip Code)
(773) 243-3000
(Registrant's telephone number, including area code)
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 under the Exchange Act
(17 CFR 240.14a-12)
[ ] 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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
At the Annual Meeting of Stockholders of PCTEL, Inc. (the "Company") held
on June 5, 2006 (the "2006 Annual Meeting"), the stockholders of the Company
approved the amendment and restatement of the Company's 1997 Stock Plan (the
"Stock Plan"). The amended and restated Stock Plan provides for the grant of
stock options, stock appreciation rights, restricted stock, restricted stock
units, performance units, performance shares, and other stock or cash awards as
determined by the administrator of the Stock Plan.
The principal features of the amended and restated Stock Plan are
summarized under the caption "Proposal #3--Approval of the 1997 Stock Plan as
Amended and Restated" in the Company's definitive Proxy Statement for the 2006
Annual Meeting, filed with the Securities and Exchange Commission on April 27,
2006 (the "2006 Proxy Statement"). The foregoing description and the 2006 Proxy
Statement summary of the amended and restated Stock Plan are qualified in their
entirety by reference to the Stock Plan itself, a copy of which is filed
herewith as Exhibit 10.54 and incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Effective upon stockholder approval of the amended and restated Stock Plan,
which occurred at the 2006 Annual Meeting, the Company's 1998 Director Option
Plan (the "Director Plan") terminated as to further option grants. No further
awards will be made under the Director Plan, but it will continue to govern
awards previously granted thereunder. Future awards to the Company's directors
will be made under the amended and restated Stock Plan.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT DESCRIPTION
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10.54 PCTEL, Inc. 1997 Stock Plan (as amended and restated on
March 16, 2006)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PCTEL, Inc.
By: /s/ John W. Schoen
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John W. Schoen
Chief Financial Officer
Date: June 9, 2006
EXHIBIT INDEX
Exhibit Number Exhibit Title
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10.54 PCTEL, Inc. 1997 Stock Plan (as amended and restated on
March 16, 2006)