UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 9, 2007
Date of Report (Date of earliest event reported)
PCTEL, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27115
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77-0364943 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 5 — Corporate Governance and Management
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
Amendment of Management Retention Agreement for Named Executive Officers
On October 9, 2007, the company entered into an amended and restated Management Retention
Agreement with each of the company’s named executive officers (other than the Chief Executive
Officer), consisting of John Schoen, Jeffrey Miller and Biju Nair, as well as with other officers
and managers of the company. Substantially all of the modifications contained in the restated
agreements were made for purposes of compliance with the final tax regulations under Section 409A
of the Internal Revenue Code published in April 2007.
No changes were made to the terms of the agreements relating to the financial benefits
available to the officers in connection with a corporate change of control from the terms
previously disclosed by the company.
A copy of the form of amended and restated Management Retention Agreement have been included
as Exhibits 10.64 to this Current Report on Form 8-K.
Section 9 — Financial Statements and Exhibits
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| Item 9.01 |
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Financial Statements and Exhibits |
The following exhibit is furnished herewith:
Exhibit 10.64: Form of Amended and Restated Management Retention Agreement
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SIGNATURE
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.
Date: October 9, 2007
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PCTEL, INC.
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By: |
/s/ John W. Schoen
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John W. Schoen, Chief Financial Officer |
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