As filed with the Securities and Exchange Commission on July 3, 2006
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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PCTEL, 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 PLAN
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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)
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Copies to:
DOUGLAS H. COLLOM, ESQ.
LANCE E. BRADY, 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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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock ($0.001 par value)
to be issued under the 1997 Stock Plan......... 717,711 $ 8.64(1) $ 6,201,023.04 $ 663.51
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(1) The exercise price of $8.64 per share is estimated in accordance with Rule
457(c) 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 June
29, 2006.
With respect to the Shares hereby registered under the 1997 Stock 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), Registration Statement on Form S-8 as filed with the
Commission on February 14, 2003 (File No. 333-103233), Registration Statement on
Form S-8 as filed with the Commission on February 9, 2004 (File No. 333-112621),
Registration Statement on Form S-8 as filed with the Commission on January 18,
2005 (File No. 333-122117), and Registration Statement on Form S-8 as filed with
the Commission on January 13, 2006 (File No. 333-131020) 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.
On June 5, 2006, the Registrant's stockholders approved the amendment
and restatement of the 1997 Stock Plan. As amended and restated, the 1997 Stock
Plan provides that the maximum aggregate number of shares with respect to which
awards may be made under the 1997 Stock Plan after the effective date of the
amendment and restatement is the sum of (a) 2,300,000 shares, plus (b) any
shares returned (or that would have otherwise returned) to the 1997 Stock Plan
on or after the date of approval by the Registrant's Board of Directors (the
"Board") of the amendment and restatement of the 1997 Stock Plan as a result of
termination of options or repurchase of shares issued under such plan prior to
the date of the Board's approval of the amendment and restatement of the 1997
Stock Plan, plus (c) any shares returned (or that would have otherwise returned)
to the Registrant's 1998 Director Option Plan on or after the date of the
Board's approval of the amendment and restatement of the 1997 Stock Plan as a
result of termination of options or repurchase of shares issued under such plan.
At the time of the approval of the 1997 Stock Plan by the Registrant's
stockholders, there were 1,582,289 shares of the Registrant's Common Stock that
had been previously registered under the Prior Form S-8s and that were available
for issuance under the 1997 Stock Plan. The Registrant is registering an
additional 717,711 shares (the difference between the 2,300,000 share number set
forth in the amended and restated 1997 Stock Plan and the 1,582,289 previously
registered and available shares at the effective date of the amended and
restated 1997 Stock Plan) of its Common Stock under this Registration Statement
all of which are reserved for issuance under the Registrant's 1997 Stock Plan.
Under the Prior Form S-8s, the Registrant previously registered an aggregate of
10,169,952 shares of its Common Stock for issuance under the 1997 Stock 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.
10.54* 1997 Stock Plan, as amended and restated March 16, 2006
23.1 Consent of Independent Registered Public Accounting Firm
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 exhibit with the same exhibit
number filed pursuant to the Registrant's Current Report on Form 8-K
filed June 9, 2006.
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 3rd day of July,
2006.
PCTEL, 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, July 3, 2006
------------------------------------ Chief Executive Officer
Martin H. Singer (Principal Executive Officer) and
Director
/s/ John W. Schoen Chief Financial Officer (Principal July 3, 2006
------------------------------------ Financial and Accounting Officer)
John W. Schoen
/s/ Richard C. Alberding Director July 3, 2006
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Richard C. Alberding
/s/ Steven D. Levy Director July 3, 2006
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Steven D. Levy
/s/ Giacomo Marini Director July 3, 2006
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Giacomo Marini
/s/ Brian J. Jackman Director July 3, 2006
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Brian J. Jackman
/s/ Carl A. Thomsen Director July 3, 2006
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Carl A. Thomsen
/s/ John R. Sheehan Director July 3, 2006
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John R. Sheehan
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