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
JANUARY 6, 2006
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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, 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2006, upon authorization of the Compensation Committee of
PCTEL's Board of Directors, the company and Martin H. Singer, the company's
Chairman of the Board and Chief Executive Officer, entered into an amended and
restated employment agreement and an amended and restated management retention
agreement. The material terms of these agreements have been previously disclosed
in the company's public filings.
The material changes to Mr. Singer's employment agreement with the company
consisted of the following:
- an amendment to delay the payment of any severance benefits for six
months and a day, in accordance with recently published Treasury
Regulations under Section 409A of the Internal Revenue Code. The
purpose of this amendment is to ensure that any severance payments
that may be owed to Mr. Singer in the future under circumstances
that would trigger the payment of such benefits will not be
characterized as deferred compensation under the proposed tax
regulations.
- an amendment eliminating the post-retirement healthcare benefits for
Mr. Singer and his family that were previously included in his
original employment agreement. Mr. Singer requested the elimination
of these benefits for reasons related to future corporate expense,
the company's commitment to defined contribution plans rather than
defined benefit plans, and parity of benefits with other executives
of the company.
The material changes to Mr. Singer's management retention agreement with
the company consisted solely of an amendment to delay the payment of any
benefits resulting from a change of control of the company (as defined under
such agreement) for six months and a day, again for purposes of compliance with
the proposed tax regulations under Section 409A of the Internal Revenue Code.
Copies of each of these agreements have been included as Exhibits 10.52
and 10.53 to this Current Report on Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are furnished herewith:
10.52 Amended and Restated Employment Agreement, dated as of January 6,
2006, by and between PCTEL, Inc. and Martin H. Singer
10.53 Amended and Restated Management Retention Agreement, dated as of
January 6, 2006, by and between PCTEL, Inc. and Martin H. Singer
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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: January 6, 2006
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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10.52 Amended and Restated Employment Agreement, dated as of
January 6, 2006, by and between PCTEL, Inc. and Martin
H. Singer
10.53 Amended and Restated Management Retention Agreement, dated
as of January 6, 2006, by and between PCTEL, Inc. and
Martin H. Singer
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