Item 1.01 - Entry into a Material Definitive Agreement
The Company is updating its filing of August 14, 2008 regarding the sale of
certain antenna products and related assets to Sigma Wireless Technology Ltd. a
Scotland-based company ("SWT Scotland"). We had originally reported that the
transaction was completed on August 14, 2008. The transaction was signed on
August 14, 2008; however the transaction did not close until October 9, 2008.
On August 14, 2008, PCTEL, Inc. ("PCTEL") entered into an asset purchase
agreement for the sale of certain antenna products and related assets to Sigma
Wireless Technology Ltd. a Scotland-based company ("SWT Scotland"). SWT Scotland
will purchase the intellectual property, dedicated inventory, and certain fixed
assets related to four PCTEL antenna product families for $650,000, payable in
installments at close and over a period of 18 months. The sale transaction
closed on October 9, 2008. SWT Scotland and SWT Ireland are not related to each
other.
The asset purchase agreement for the transaction contains customary
representations and warranties and covenants.
The revenue associated with the product families sold is approximately
$1.4 million per year, or 1.8 percent of PCTEL's total revenue.
The company expects to record a net non-cash loss related to the transaction
as part of its operating costs in the quarter ended September 30, 2008 of
approximately $3.6 million. The Company has recognized the principle value of
the installment payments as proceeds in calculating the accrued loss. However,
the Company expects to recognize a cash benefit in 2008 of approximately
$8.9 million as a result of the transaction, in the form of a reduction of its
accrued income tax payable related to the gain on sale of PCTEL's Mobility
Solutions Group to Smith Micro Software, Inc. in January 2008.
Item 9.01 Financial Statements and Exhibits to Original Filing Incorporated By
Reference
(d) Exhibits
Exhibit 2.1 Asset Purchase Agreement, dated August 14, 2008, by and between SWT
Scotland and PCTEL. Certain schedules and exhibits referenced in the
Asset Purchase Agreement have been omitted in accordance with
Section 6.01(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished on a supplemental basis to the
Securities and Exchange Commission upon request.
Exhibit 99.1 Press Release of PCTEL, Inc. dated August 18, 2008
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