S-8 1 c74757sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February , 2003 Registration No. 333- ================================================================================ 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 8725 W. HIGGINS ROAD 77-0364943 CHICAGO, ILLINOIS 60631 (STATE OR OTHER JURISDICTION OF (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) EXECUTIVE OFFICES) IDENTIFICATION NUMBER) --------------- 1997 STOCK OPTION PLAN 1998 EMPLOYEE STOCK PURCHASE PLAN --------------- MARTIN SINGER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER PC-TEL, INC. 8725 W. HIGGINS ROAD CHICAGO, IL 60631 (773) 243-3000 (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- Copies 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 ============================================================================================================================== MAXIMUM PROPOSED PROPOSED TITLE OF AMOUNT MAXIMUM MAXIMUM SECURITIES TO BE OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED PRICE PER OFFERING REGISTRATION REGISTERED (1) SHARE PRICE FEE ------------------------------------------------------------------------------------------------------------------------------ Common Stock ($0.001 par value) to be issued under the 1997 Stock Option Plan......... 700,000 $ 6.42(2) $ 4,494,000.00 $ 413.45 ------------------------------------------------------------------------------------------------------------------------------ Common Stock ($0.001 par value) to be issued under the 1998 Employee Stock Purchase Plan.................................................. 350,000 $ 5.45(3) $ 1,907,500.00 $ 175.49 ------------------------------------------------------------------------------------------------------------------------------ Total.................................................... 1,050,000 $ 6,401,500.00 $ 588.94 ==============================================================================================================================
(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) The exercise price of $6.42 per share is estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended ("Securities Act"), solely for the purpose of computing the amount of the registration fee and is equal to the average of the high and low sales price of a share of PC-Tel, Inc. Common Stock as reported by the Nasdaq National Market on February 12, 2003. (3) The exercise price of $5.45 per share is estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of computing the amount of the registration fee and is equal to 85% of $6.42, the average of the high and low sales price of a share of PC-Tel, Inc. Common Stock as reported by the Nasdaq National Market on February 12, 2003. 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), Registration Statement on Form S-8 as filed with the Commission on May 30, 2001 (File No. 333-61926), and Registration Statement on Form S-8 as filed with the Commission on February 4, 2002 (File No. 333-82120), collectively referred to as the "Prior Form S-8s", are incorporated herein by reference. Unless otherwise specified, capitalized terms herein shall have the meanings ascribed to them in the Prior Form S-8s. 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-8s, the Company previously registered 7,369,952 shares of its Common Stock for issuance under the 1997 Stock Option Plan and 1,831,208 shares of its Common Stock for issuance under the 1998 Employee Stock Purchase Plan. * * * * * * PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits. ------ -------- Exhibit No. Description ----------- ----------- 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 With respect the consolidated financial statements of PC-Tel, Inc. incorporated into this registration statement by reference to our Annual Report on Form 10-K filed for the year ended December 31, 2001, the Company was unable to obtain the written consent of Arthur Andersen, LLP, as such is required by Section 7 of the Securities Act, and dispenses with this requirement pursuant to Rule 437(a) of the Securities Act. 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, 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 Chicago, State of Illinois, on this 13th day of February, 2003. PC-TEL, INC. By: /s/ MARTIN H. SINGER --------------------------------------- Martin H. Singer Chairman of the Board 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 Martin H. 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 H. SINGER Chairman of the Board, Chief Executive Officer February 13, 2003 ------------------------------------ (Principal Executive Officer) and Director Martin H. Singer /s/ JOHN SCHOEN Chief Operating Officer and Chief Financial February 13, 2003 ------------------------------------ Officer (Principal Financial and Accounting John Schoen Officer) /s/ RICHARD C. ALBERDING Director February 13, 2003 ------------------------------------ Richard C. Alberding /s/ RICHARD GITLIN Director February 13, 2003 ------------------------------------ Richard Gitlin /s/ GIACOMO MARINI Director February 13, 2003 ------------------------------------ Giacomo Marini /s/ BRIAN JACKMAN Director February 13, 2003 ------------------------------------ Brian Jackman /s/ CARL A. THOMSEN Director February 13, 2003 ------------------------------------ Carl A. Thomsen /s/ JOHN SHEEHAN Director February 13, 2003 ------------------------------------ John Sheehan
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