================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------- Form 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2000 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 000-27115 PCTEL, Inc. (Exact Name of Business Issuer as Specified in Its Charter) Delaware 77-0364943 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) 1331 California Circle, Milpitas, CA 95035 (Address of Principal Executive Office) (Zip Code) (408) 965-2100 (Registrant's Telephone Number, Including Area Code) ------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share. Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] As of February 28, 2001, the aggregate market value of the Registrant's common stock held by nonaffiliates of the Registrant was $171,956,080 based on the last transaction price as reported on the Nasdaq National Market. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purposes. The number of shares of the Registrant's common stock outstanding were 18,974,464 on February 28, 2001. AMENDED FILING OF FORM 10-K TO INCLUDE CERTAIN ADDITIONAL INFORMATION This amendment is being filed for the sole purpose of including Exhibit 23.1, Consent of Arthur Andersen LLP, Independent Public Accountants, dated March 27, 2001, which was omitted in our Form 10-K filed on March 28, 2001. ================================================================================
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PCTEL, Inc. a Delaware Corporation (Registrant) /s/ WILLIAM F. ROACH -------------------------------------------- William F. Roach Chief Executive Officer and Director Dated: May 22, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ WILLIAM F. ROACH Chief Executive Officer and May 22, 2001 - ------------------------------ (William F. Roach) Director (Principal Executive Officer) /s/ ANDREW D. WAHL Vice President, Finance and May 22, 2001 - ------------------------------ (Andrew D. Wahl) Chief Financial Officer (Principal Financial and Accounting Officer) /s/ MARTIN H. SINGER Non-Executive Chairman of May 22, 2001 - ------------------------------ (Martin H. Singer) the Board and Director /s/ RICHARD C. ALBERDING Director May 22, 2001 - ------------------------------ (Richard C. Alberding) /s/ PETER CHEN Director May 22, 2001 - ------------------------------ (Peter Chen) /s/ GIACOMO MARINI Director May 22, 2001 - ------------------------------ (Giacomo Marini) /s/ MIKE MIN-CHU CHEN Director May 22, 2001 - ------------------------------ (Mike Min-Chu Chen) /s/ CARL A. THOMSEN Director May 22, 2001 - ------------------------------ (Carl A. Thomsen) 2
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Registration Statement on Form S-8 (File No. 333-34910). /s/ ARTHUR ANDERSEN LLP San Jose, California March 27, 2001 3