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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 2, 2004
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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 ITS CHARTER)
DELAWARE 000-27115 77-0364943
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NUMBER) 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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 20, 2004, we filed a Current Report on Form 8-K (the "Original
Current Report") to report our acquisition of MAXRAD, Inc., an Illinois
corporation ("MAXRAD"), on January 2, 2004. At the time of the filing of the
Original Current Report, we lacked sufficient financial information to determine
whether MAXRAD met any of the conditions of a "significant subsidiary" set forth
in ss.210.1-02(w) of Regulation S-X to the extent provided by ss.210.3-05(b)(2)
of Regulation S-X that would require the filing of certain financial statements
as soon as practicable, but in no event later than 60 days after the date on
which the Original Current Report was required to have been filed. Based upon
financial information that has become available and a financial analysis we have
completed subsequent to the filing of the Original Current Report, we have
determined that MAXRAD does not meet such conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
As set forth in Item 2 above, since the filing of the Original
Current Report, we have determined that MAXRAD does not meet the conditions
of a "significant subsidiary" set forth in ss.210.1-02(w) of Regulation S-X
to the extent provided by ss.210.3-05(b)(2) of Regulation S-X that would
require the filing of the audited financial statements otherwise required
by this Item 7(a). Accordingly, we will not file such audited financial
statements.
(b) Pro forma financial information.
As set forth in Item 2 above, since the filing of the Original
Current Report, we have determined that MAXRAD does not meet the conditions
of a "significant subsidiary" set forth in ss.210.1-02(w) of Regulation S-X
to the extent provided by ss.210.3-05(b)(2) of Regulation S-X that would
require the filing of the pro forma financial statements otherwise required
by this Item 7(b). Accordingly, we will not file such pro forma financial
statements.
(c) Exhibits.
None.
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.
Dated: March 16, 2004
PCTEL, INC.
By: /s/ John W. Schoen
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John W. Schoen, Chief Financial
Officer