As filed with the Securities and Exchange Commission on February 4, 2002 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 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) ---------- 1997 STOCK OPTION PLAN 1998 EMPLOYEE STOCK PURCHASE PLAN ---------- Martin Singer Chairman of the Board and Chief Executive Officer PC-Tel, Inc. 1331 California Circle Milpitas, CA 95035 (408) 965-2100 (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 ============================================================================================================================= Proposed Proposed Title of Maximum Maximum Maximum Securities Amount Offering Aggregate Amount of 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 $ 8.96\\(2)\\ $ 6,272,000.00 $ 577.03 - ----------------------------------------------------------------------------------------------------------------------------- Common Stock ($0.001 par value) to be issued under the 1998 Employee Stock Purchase Plan ............................................... 350,000 $ 7.62\\(3)\\ $ 2,667,000.00 $ 245.37 - ----------------------------------------------------------------------------------------------------------------------------- Total ................................................. 1,050,000 $ 8,939,000.00 $ 822.40 ============================================================================================================================= (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) 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 prices of PC-Tel, Inc. Common Stock as reported on the Nasdaq National Market on January 29, 2002. (3) The exercise price of $7.62 per share, computed in accordance with Rule 457(h) under the Securities Act, is 85% of $8.96, 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 January 29, 2002.
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), and Registration Statement on Form S-8 as filed with the Commission on May 30, 2001 (File No. 333-61926), 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 registered 6,669,952 shares of its Common Stock that had been or were eligible to be issued under the 1997 Stock Option Plan and 1,481,208 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, 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)) * 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 Milpitas, State of California, on this 4th day of February, 2002. PCTEL, INC. By: /s/ MARTIN SINGER ----------------------------------------- Martin 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 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 February 4, 2002 - ----------------------------- (Principal Executive Officer) and Director Martin Singer /s/ JOHN SCHOEN Chief Operating Officer and Chief Financial February 4, 2002 - ----------------------------- Officer (Principal Financial and Accounting John Schoen Officer) /s/ RICHARD C. ALBERDING Director February 4, 2002 - ----------------------------- Richard C. Alberding /s/ PETER CHEN Director February 4, 2002 - ----------------------------- Peter Chen /s/ GIACOMO MARINI Director February 4, 2002 - ----------------------------- Giacomo Marini /s/ MIKE MIN-CHU CHEN Director February 4, 2002 - ----------------------------- Mike Min-Chu Chen /s/ CARL A. THOMSEN Director February 4, 2002 - ----------------------------- Carl A. Thomsen II-3
EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 Telephone: (650) 493-9300 Facsimile: (650) 493-6811 February 1, 2002 PC-Tel, 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 February 4, 2002 (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 PC-Tel, 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 consolidated financial statements and schedules of PC-Tel, 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 February 1, 2002