================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) JANUARY 3, 2005 ----------------- PCTEL, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-27115 77-0364943 -------- --------- ---------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation) Number) Identification No.) 8725 W. HIGGINS ROAD, SUITE 400 CHICAGO, ILLINOIS 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)) ================================================================================ SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 -- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT This Current Report on Form 8-K/A is being filed to correct a typographical error that appears in the Current Report on Form 8-K of PCTEL, Inc. that was filed on January 11, 2005 (the "Original 8-K"). The date of "January 3, 2004" that appears in the heading of the third column of the table that is included in "Section 1 - Registrant's Business and Operations; Item 1.01 - Entry Into a Material Definitive Agreement" of the Original 8-K should read "January 3, 2005." The following table includes the correct date. SHARES RESTRICTED COMMON STOCK ISSUED ON OFFICER TITLE JANUARY 3, 2005 ------------------------- ------------------------- ----------------- Martin H. Singer......... Chairman & Chief 53,200 Executive Officer John W. Schoen........... Chief Operating Officer & 19,900 Chief Financial Officer Jeffrey A. Miller........ Vice President, Global 18,300 Sales Biju Nair................ Vice President, General 18,300 Manager, Mobility Solutions Group 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 Schoen ----------------------- John Schoen Chief Operating Officer and Chief Financial Officer Date: January 18, 2005