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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 8, 2005
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PCTEL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-27115 77-0364943
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
8725 W. HIGGINS ROAD, SUITE 400, CHICAGO, IL 60631
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(773) 243-3000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 8, 2005, the Board of Directors approved, upon the
recommendation of the Compensation Committee of the Board, the grant to Martin
W. Singer, the Chairman and Chief Executive Officer of the Company, of 100,000
stock options and 65,000 shares of restricted stock under the Company's 1997
Stock Plan. The effective date of these grants is the second trading day
following the public release by the Company of its financial results for the
second quarter ended June 30, 2005. The Company is currently scheduled to
release its financial results on July 28, 2005.
Subject to Mr. Singer's continuing employment with the Company, the
100,000 stock options will become exercisable over a four-year period beginning
July 1, 2005, with 25% of such options becoming exercisable at the end of the
first year and the balance becoming exercisable thereafter on a monthly basis in
equal amounts. The per share exercise price of the stock options will be the
last sale price of the Company's common stock on the effective grant date as
reported by Nasdaq.
Subject to Mr. Singer's continuing employment with the Company, the
65,000 shares of restricted stock will vest in their entirety on July 1, 2010,
subject to acceleration of such shares based on the Company's achievement of
identified performance goals as of the end of the Company's fiscal years in 2007
and 2008. These performance goals consist of (i) targeted cumulative revenue of
the Company for fiscal periods beginning January 1, 2005, and (ii) targeted
total market capitalization of the Company. These goals will be assessed in
tandem at the end of fiscal 2007 and 2008 and, depending on the level of
achievement, may result in acceleration for each such year of up to 50% of the
granted shares. The Compensation Committee of the Board of Directors has the
right to adjust these performance goals in limited circumstances.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
PCTEL, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 14, 2005
PCTEL, INC.
By: /s/ John W. Schoen
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John W. Schoen, Chief Financial Officer