As filed with the Securities and Exchange Commission on May 30, 2001
Registration No.333- _____
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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 77-0364943
(State or other jurisdiction of 1331 California Circle (I.R.S. Employer
incorporation or organization) Milpitas, California 95035 Identification Number)
(408) 965-2100
(Address of principal executive offices)
__________________
1997 STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
__________________
William F. Roach
President and Chief Executive Officer
PCTEL, Inc.
1331 California Circle
Milpitas, CA 95035
(408) 965-2100
(Name, address, and telephone number, including area code, of agent for service)
__________________
Copy to:
Douglas H. Collom, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
__________________
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed Amount of
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Per Offering Registration
Registered 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 $9.860\(2)\ $6,902,000.00 $1,725.50
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Common Stock, $0.001 par value
To be issued under the 1998 Employee Stock Purchase Plan..... 350,000 $8.381\(3)\ $2,933,350.00 $ 733.34
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Total........................................................ 1,050,000 $9,835,350.00 $2,458.00
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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) Estimated in accordance with Rule 457(h) solely for the purpose of
computing the amount of the registration fee based on the prices of
Peregrine Systems, Inc. Common Stock as reported on the Nasdaq National
Market on May 25, 2001.
(3) The exercise price of $8.381 per share, computed in accordance with Rule
457(h) under the Securities Act, is 85% of $9.86, the closing price of a
share of PCTEL, Inc. common stock as reported by the Nasdaq National Market
on May 25, 2001.
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), referred to as the Prior Form S-8, is incorporated herein by
reference. Unless otherwise specified, capitalized terms herein shall have the
meanings ascribed to them in the Prior Form S-8.
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-8, the Company registered 5,969,952 shares of its Common Stock that had
been or were eligible to be issued under the 1997 Stock Option Plan and
1,131,208 shares of its Common Stock that had been or were eligible to be issued
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 Consent of Arthur Andersen, 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 to the Company's Registration Statement on
Form S-1 filed October 15, 1999 (No. 333-84707).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Milpitas, State of California, on this 29th day of
May, 2001.
PCTEL, INC.
By: /s/ WILLIAM F. ROACH
-------------------------------------
William F. Roach
President 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 William F. Roach and Andrew D. Wahl 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/ WILLIAM F. ROACH President, Chief Executive Officer May 29, 2001
------------------------------------- (Principal Executive Officer) and Director
William F. Roach
/s/ ANDREW D. WAHL Vice President, Finance and Chief May 29, 2001
------------------------------------- Financial Officer (Principal Financial and
Andrew D. Wahl Accounting Officer)
/s/ MARTIN H. SINGER Non-Executive Chairman of the Board and May 29, 2001
------------------------------------- Director
Martin H. Singer
/s/ RICHARD C. ALBERDING Director May 29, 2001
-------------------------------------
Richard C. Alberding
/s/ PETER CHEN Director May 29, 2001
-------------------------------------
Peter Chen
/s/ GIACOMO MARINI Director May 29, 2001
-------------------------------------
Giacomo Marini
/s/ MIKE MIN-CHU CHEN Director May 29, 2001
-------------------------------------
Mike Min-Chu Chen
/s/ CARL A. THOMSEN Director May 29, 2001
-------------------------------------
Carl A. Thomsen
II-3