As filed with the Securities and Exchange Commission on May 30, 2001 Registration No.333- _____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 __________________ PCTEL, INC. (Exact name of Registrant as specified in its charter) __________________ __________________ 1997 STOCK OPTION PLAN 1998 EMPLOYEE STOCK PURCHASE PLAN __________________ William F. Roach President and Chief Executive Officer PCTEL, Inc. 1331 California Circle Milpitas, CA 95035 (408) 965-2100 (Name, 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 94304-1050 (650) 493-9300 __________________ CALCULATION OF REGISTRATION FEE
Delaware 77-0364943 (State or other jurisdiction of 1331 California Circle (I.R.S. Employer incorporation or organization) Milpitas, California 95035 Identification Number) (408) 965-2100 (Address of principal executive offices) (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) Estimated in accordance with Rule 457(h) solely for the purpose of computing the amount of the registration fee based on the prices of Peregrine Systems, Inc. Common Stock as reported on the Nasdaq National Market on May 25, 2001. (3) The exercise price of $8.381 per share, computed in accordance with Rule 457(h) under the Securities Act, is 85% of $9.86, the closing price of a share of PCTEL, Inc. common stock as reported by the Nasdaq National Market on May 25, 2001.
========================================================================================================================== Proposed Proposed Amount of Title of Maximum Maximum Maximum Securities Amount Offering Aggregate to be to be Price Per Offering Registration Registered Registered (1) Share* Price Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value To be issued under the 1997 Stock Option Plan................ 700,000 $9.860\(2)\ $6,902,000.00 $1,725.50 - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value To be issued under the 1998 Employee Stock Purchase Plan..... 350,000 $8.381\(3)\ $2,933,350.00 $ 733.34 - -------------------------------------------------------------------------------------------------------------------------- Total........................................................ 1,050,000 $9,835,350.00 $2,458.00 ========================================================================================================================== 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), referred to as the Prior Form S-8, is incorporated herein by reference. Unless otherwise specified, capitalized terms herein shall have the meanings ascribed to them in the Prior Form S-8. 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-8, the Company registered 5,969,952 shares of its Common Stock that had been or were eligible to be issued under the 1997 Stock Option Plan and 1,131,208 shares of its Common Stock that had been or were eligible to be issued 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 Consent of Arthur Andersen, LLP 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, 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 29th day of May, 2001. PCTEL, INC. By: /s/ WILLIAM F. ROACH ------------------------------------- William F. Roach President 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 William F. Roach and Andrew D. Wahl 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. II-3
Signature Title Date --------- ----- ---- /s/ WILLIAM F. ROACH President, Chief Executive Officer May 29, 2001 - ------------------------------------- (Principal Executive Officer) and Director William F. Roach /s/ ANDREW D. WAHL Vice President, Finance and Chief May 29, 2001 - ------------------------------------- Financial Officer (Principal Financial and Andrew D. Wahl Accounting Officer) /s/ MARTIN H. SINGER Non-Executive Chairman of the Board and May 29, 2001 - ------------------------------------- Director Martin H. Singer /s/ RICHARD C. ALBERDING Director May 29, 2001 - ------------------------------------- Richard C. Alberding /s/ PETER CHEN Director May 29, 2001 - ------------------------------------- Peter Chen /s/ GIACOMO MARINI Director May 29, 2001 - ------------------------------------- Giacomo Marini /s/ MIKE MIN-CHU CHEN Director May 29, 2001 - ------------------------------------- Mike Min-Chu Chen /s/ CARL A. THOMSEN Director May 29, 2001 - ------------------------------------- Carl A. Thomsen
EXHIBIT 5.1 [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI] May 29, 2001 PCTEL, Inc. 1331 California Circle Milpitas, California 95035 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 30, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,050,000 shares of your Common Stock (the "Shares") issuable under the PCTEL, Inc. 1997 Stock Option Plan and 1998 Employee Stock Purchase Plan (together, the "Plans"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, /s/ WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI Professional Corporation
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, pertaining to the 1997 Stock Option Plan, as amended, and 1998 Employee Stock Purchase Plan, of our report dated January 26, 2001 with respect to the financial statements and schedules of PCTEL, Inc. included in the Form 10-K filed with the Securities and Exchange Commission on March 28, 2001. /s/ ARTHUR ANDERSEN LLP San Jose, California May 29, 2001