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 1933
MARCH 12, 2003
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PCTEL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-27115 77-0364943
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
8725 W. HIGGINS ROAD
CHICAGO, ILLINOIS 60631
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(773) 243-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 12, 2003, PCTEL, Inc., a Delaware corporation ("PCTEL"), completed its
acquisition of certain assets of Dynamic Telecommunications, Inc., a Maryland
corporation ("DTI"). DTI is a supplier of software-defined radio technology
deployed in high-speed wireless scanning receivers, multi-protocol collection
and analysis systems, interference measurement systems and radio frequency
command and control software solutions. In connection with the acquisition,
PCTEL, DTI, PCTEL Maryland, Inc., a wholly-owned subsidiary of PCTEL, and DTI
Holdings, Inc., the sole shareholder of DTI, entered into an Asset Purchase
Agreement dated as of March 12, 2003 (the "Purchase Agreement") under which
PCTEL Maryland acquired specified assets of DTI, including intellectual
property, receivables, property and equipment and other tangible and intangible
assets used in DTI's business. PCTEL intends to use the acquired assets to
continue to operate and grow the business of DTI and to expand its presence in
the wireless access markets.
In exchange for the acquired assets, PCTEL paid DTI $10 million in cash out of
its working capital, of which $8 million was paid to DTI upon the closing of the
transaction and $2 million will be held in escrow for a limited period of time
to secure certain obligations of DTI. In addition, DTI may be entitled to
earn-out payments if PCTEL Maryland meets specified financial targets in fiscal
years 2003 and 2004. Fifty percent of each earn-out payment shall be paid to DTI
in cash, and the remaining fifty percent shall be payable, at PCTEL's option,
either in cash or by issuing shares of PCTEL common stock. Any shares of common
stock issued in connection with the earn-out payments shall be "restricted
securities" within the meaning of the Securities Act of 1933, as amended. PCTEL
has granted S-3 registration rights with respect to any such shares to DTI in
connection with the acquisition.
A copy of the Purchase Agreement is filed as Exhibit 2.1 and is incorporated by
reference into this current report. The description of the Purchase Agreement
set forth above is only a summary of some of the principal terms.
A copy of the press release announcing the closing of the acquisition is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
2.1 Asset Purchase Agreement dated March 12, 2003, by and among
PCTEL, Inc., PCTEL Maryland, Inc., DTI Holdings, Inc. and
Dynamic Telecommunications, Inc.
99.1 Press release, dated March 12, 2003, announcing the completion
of PCTEL's acquisition of the assets of DTI.
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.
Dated: March ___, 2003
PCTEL, INC.
By: /s/ John W. Schoen
---------------------------------------
John W. Schoen, Chief Financial Officer
Exhibit
Number Description
2.1 Asset Purchase Agreement dated March 12, 2003, by and among
PCTEL, Inc., PCTEL Maryland, Inc., DTI Holdings, Inc. and
Dynamic Telecommunications, Inc.
99.1 Press release, dated March 12, 2003, announcing the completion
of PCTEL's acquisition of the assets of Dynamic
Telecommunications, Inc.