As filed with the Securities and Exchange Commission on December 14, 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
__________________
PC-TEL, INC.
(Exact name of Registrant as specified in its charter)
__________________
Delaware 77-0364943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1331 California Circle
Milpitas, California 95035
(408) 965-2100
(Address of principal executive offices)
__________________
Stock Option Agreement dated November 15, 2001 in favor of Jeffrey A. Miller
for an option to purchase 150,000 shares of PC-Tel, Inc. Common Stock
Stock Option Agreement dated November 15, 2001 in favor of John Schoen
for an option to purchase 150,000 shares of PC-Tel, Inc. Common Stock
__________________
Martin Singer
Chairman of the Board and Chief Executive Officer
1331 California Circle
Milpitas, CA 95035
(408) 965-2100
(Name and 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
(650) 493-9300
__________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
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Common Stock ($0.001 par value) issuable under:
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Stock Option Agreement dated November 15,
2001 in favor of Jeffrey A. Miller for an
option to purchase 150,000 shares of
PC-Tel, Inc. Common Stock ................ 150,000 $ 8.00/(1)/ $ 1,200,000/(1)/ $ 286.80
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Stock Option Agreement dated November 15,
2001 in favor of John Schoen for an
option to purchase 150,000 shares of
PC-Tel, Inc. Common Stock ................ 150,000 $ 8.00/(1)/ $ 1,200,000/(1)/ $ 286.80
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Total..................................... 300,000 $ 2,400,000 $ 573.60
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(1) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the amount of the registration fee based on the exercise price of
$8.00 per share covering authorized but unissued shares under the noted
agreement.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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PC-Tel, Inc. ("PC-Tel") hereby incorporates by reference in this
registration statement the following documents:
(a) PC-Tel's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
(b) PC-Tel's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001, filed pursuant to Section 13 of
the Exchange Act.
(c) The description of PC-Tel's common stock contained in PC-Tel's
Registration Statement on Form 8-A, filed August 23, 1999 pursuant to Section
12(g) of the Exchange Act.
All documents subsequently filed by PC-Tel pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
The Eighth Article of PC-Tel's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors and officers to the
fullest extent permissible under Delaware law.
Article VI of PC-Tel's Bylaws provides for the indemnification of
directors, officers, employees and other agents acting on behalf of PC-Tel to
the fullest extent permissible under the General Corporation Law of Delaware.
PC-Tel's Bylaws also permit PC-Tel to secure insurance on behalf of any officer,
director, employee or other agent against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not PC-Tel would have the power to indemnify him
or her under the General Corporation Law of Delaware.
PC-Tel has entered into indemnification agreements with its directors
and executive officers, in addition to the indemnification provided for in
PC-Tel's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.
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Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling PC-Tel pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. At
present, there is no pending litigation or proceeding involving any of PC-Tel's
directors, officers, employees or other agents in which indemnification is being
sought, nor is PC-Tel aware of any threatened litigation that may result in a
claim for indemnification by any of PC-Tel's directors, officers, employees or
other agents.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
-------------- -------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1 Stock Option Agreement dated November 15, 2001 in favor
of Jeffrey A. Miller for an option to purchase 150,000
shares of PC-Tel, Inc. Common Stock
10.2 Stock Option Agreement dated November 15, 2001 in favor
of John Schoen for an option to purchase 150,000 shares
of PC-Tel, Inc. Common Stock
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants
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)
Item 9. Undertakings.
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PC-Tel hereby undertakes:
(a) Rule 415 offering.
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) Filing incorporating subsequent Exchange Act documents by reference.
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PC-Tel hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of PC-Tel's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Request for acceleration of effective date or filing of registration
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statement on Form S-8.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of PC-Tel
pursuant to the foregoing provisions, or otherwise, PC-Tel has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of PC-Tel in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, PC-Tel
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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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 Milpitas, State of California, on this 14th day of
December, 2001.
PCTEL, INC.
By: /s/ MARTIN SINGER
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Martin 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 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
--------- ----- ----
/s/ MARTIN SINGER Chairman of the Board, Chief Executive Officer December 14, 2001
--------------------------- (Principal Executive Officer) and Director
Martin Singer
/s/ JOHN SCHOEN Chief Operating Officer and Chief Financial December 14, 2001
--------------------------- Officer (Principal Financial and Accounting
John Schoen Officer)
/s/ RICHARD C. ALBERDING Director December 14, 2001
--------------------------
Richard C. Alberding
/s/ PETER CHEN Director December 14, 2001
---------------------------
Peter Chen
/s/ GIACOMO MARINI Director December 14, 2001
---------------------------
Giacomo Marini
/s/ MIKE MIN-CHU CHEN Director December 14, 2001
---------------------------
Mike Min-Chu Chen
/s/ CARL A. THOMSEN Director December 14, 2001
---------------------------
Carl A. Thomsen
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