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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
AUGUST 18, 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 (COMMISSION) (IRS EMPLOYER
JURISDICTION OF FILE NUMBER IDENTIFICATION
INCORPORATION) NUMBER)
8725 W. HIGGINS ROAD, SUITE 400
CHICAGO, ILLINOIS 60631
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] 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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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 18, 2005, PCTEL, Inc. (the "Company") and Biju Nair, the
Company's Vice President and General Manager, Mobility Solutions Group, entered
into a letter agreement (the "Agreement") relating to severance benefits that
Mr. Nair is entitled to receive in the event his employment with the Company is
terminated.
The Agreement provides that in the event that Mr. Nair's employment is
involuntarily terminated by the Company other than for cause, death or
disability, or voluntarily terminated by Mr. Nair for good reason at any time
(other than in both cases during the 12 month period following a change of
control where the severance and benefits to be received by Mr. Nair under such
scenario are governed by his management retention agreement with the Company),
Mr. Nair is entitled to receive the following benefits:
o continuation of his then current base salary for 12 months
following such termination;
o continuation of health, dental and vision insurance benefits at
the Company's expense for up to 18 months following such
termination; and
o partial acceleration of all equity awards of the Company held by
Mr. Nair at his termination.
The severance benefits provided to Mr. Nair under the Agreement are
consistent and on parity with those that the Company has provided to its other
executive officers.
A copy of the letter agreement is filed as Exhibit 10.49 hereto and is
incorporated by reference into this current report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is furnished herewith:
10.49 Letter Agreement, dated August 18, 2005, between PCTEL, Inc. and
Biju Nair
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 23, 2005
PCTEL, INC.
By: /s/ John W. Schoen
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John W. Schoen, Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.49 Letter Agreement, dated August 18, 2005, between PCTEL, Inc. and
Biju Nair
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