PC TEL INC S-1

S-1

FORM S-1

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

AMENDED AND RESTATED BYLAWS

EX-4.2

WARRANT TO PURCHASE SERIES C PREFERRED STOCK

EX-4.3

WARRANT TO PURCHASE SERIES C PREFERRED STOCK

EX-4.4

WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-4.5

WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-4.6

WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-4.7

WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-4.8

AMENDED AND RESTATED RIGHTS AGREEMENT

EX-4.9

ADDENDUM TO THE RESTATED RIGHTS AGREEMENT

EX-4.10

ADDENDUM TO THE RESTATED RIGHTS AGREEMENT

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1995 STOCK OPTION PLAN

EX-10.3

1997 STOCK OPTION PLAN

EX-10.4

1998 DIRECTOR OPTION PLAN

EX-10.5

1998 EMPLOYEE STOCK PURCHASE PLAN

EX-10.6

EMPLOYMENT OFFER LETTER

EX-10.7

EMPLOYMENT OFFER LETTER

EX-10.8

SUBLEASE BETWEEN KLA-TENCOR CORP. & REGISTRANT

EX-10.9

COMMERCIAL SECURITY AGREEMENT

EX-10.10

ASSET PURCHASE AGREEMENT

EX-10.11

ESCROW AGREEMENT

EX-10.12

BONUS POOL DISBURSEMENT AGREEMENT

EX-10.13

FORM OF ACQUISITION BONUS AGREEMENT

EX-10.14

DIRECT SALES AGREEMENT

EX-10.15

VOLUME PURCHASE AGREEMENT

EX-21.1

THE SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-27.1

FINANCIAL DATA SCHEDULE