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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
NOVEMBER 1, 2004
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PCTEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27115 77-0364943
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
8725 W. HIGGINS ROAD, SUITE 400
CHICAGO, ILLINOIS 60631
(Address of Principal Executive Offices, including Zip Code)
(773) 243-3000
(Registrant's telephone number, including area code)
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 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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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2004, PCTEL, Inc., a Delaware corporation (the
"Company") and Evergreen Brighton, L.L.C., a Delaware limited liability Company
("Seller"), entered into a Purchase and Sale Agreement (the "Purchase and Sale
Agreement"). The Purchase and Sale Agreement provides for the purchase by the
Company, or an entity owned and controlled by the Company, of an approximately
75,000 square foot building on approximately 6.7 acres of land in Bloomingdale,
Illinois (collectively, the "Property") in exchange for the payment by the
Company of approximately $4.86 million. The Company does not intend to finance
the purchase of the Property, and expects to pay the purchase price with
existing working capital. The Purchase Agreement contains representations and
warranties of the parties, closing conditions and termination and other
customary provisions. The Company expects the purchase of the Property to close
on or about December 17, 2004.
The Company plans to move operations relating to its antenna brands to
the Property, including operations relating to the selected assets recently
acquired from Andrew Corporation and the operations of MAXRAD, Inc., an Illinois
company and wholly-owned subsidiary of the Company ("MAXRAD"). MAXRAD's
operations are currently housed in a facility owned by MAXRAD in Hanover Park,
Illinois (the "Hanover Park Property"). MAXRAD intends to sell the Hanover Park
Property, although the timetable for, and terms of, the sale have not been
determined.
The foregoing description of the terms of the Purchase and Sale
Agreement is qualified in its entirety by reference to the Purchase and Sale
Agreement, which the Company intends to file as an exhibit to its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PCTEL, INC.
By: /s/ John Schoen
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John Schoen
Chief Operating Officer and
Chief Financial Officer
Date: November 3, 2004