UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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)
April 20, 2015
PCTEL, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-27115 |
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77-0364943 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)
(630) 372-6800
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
The following information is intended to be furnished under Item 8.01 of Form 8-K, “Other Events.” This information shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
On April 20, 2015, the Board of Directors of PCTEL, Inc. (the
“Company”) authorized an increase of 500,000 shares to the stock buyback program that was announced on November 13, 2014. In total, the Company is authorized to repurchase 1,426,000 shares of its common stock. The Company will file a
10b5-1 plan during the current open trading window that will outline the parameters for this program.
On April 24, 2015, the Company announced the
declaration of its regular quarterly dividend of $0.05 per share on its common stock. The dividend will be payable on May 15, 2015 to shareholders of record at the close of business on May 8, 2015.
The full texts of the press releases are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
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| 99.1 |
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Press release, dated April 20, 2015, of PCTEL, Inc. announcing an increase in its stock buyback program. |
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| 99.2 |
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Press release, dated April 24, 2015, of PCTEL, Inc. announcing its quarterly dividend of $0.05 per share. |
SIGNATURE
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.
Date: April 24, 2015
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PCTEL, INC. |
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| By: |
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/s/ John W. Schoen |
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John W. Schoen, Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit
Number |
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Description |
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| Exhibit 99.1 |
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Press release, dated April 20, 2015, of PCTEL, Inc. announcing an increase in its stock buyback program. |
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| Exhibit 99.2 |
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Press release, dated April 24, 2015, of PCTEL, Inc. announcing its quarterly dividend of $0.05 per share. |
Exhibit 99.1
PCTEL Board of Directors Authorizes Increase of Stock Buyback Program
Company to buyback an additional 500,000 shares
BLOOMINGDALE, IL – April 20, 2015 — PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom solutions
announced today that the PCTEL Board of Directors authorized the re-purchase of 500,000 shares which is in addition to the previously announced buyback of up to five (5) percent of the company’s outstanding shares. PCTEL will file a 10b5-1
plan during the current open trading window that will outline the parameters for this program. In total, the company is in the process of buying back 1,426,000 shares.
“The stock buyback is consistent with our balanced approach to capital allocation,” said Marty Singer, PCTEL’s Chairman and CEO. “While we
have made investments, most recently in network analytics, that will expand our field of play in wireless products and services, we also recognize the value of investing in PCTEL at attractive levels and providing a greater opportunity for
shareholder return,” added Singer.
Since 2002, PCTEL has repurchased $71 million of its stock and paid a one-time dividend of $10.3 million. Between
2011 and May 2015 the company will have paid $10.2 million in quarterly dividends. The company has nearly $39 million in cash and short-term investments. In the fourth quarter 2014, the company generated $29.4 million in revenue and increased cash
and investments by $1.1 million. The company will be reporting the results of its quarter ended March 31, 2015 on May 5, 2015 after the market closes.
About PCTEL
PCTEL delivers Performance
Critical Telecom solutions. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. PCTEL’s antennas and site solutions are vital elements for SCADA, oil and gas, utilities,
fleet management, health care, public safety, education, small cell, and network timing.
PCTEL’s RF Solutions products and services
improve the performance of wireless networks globally. PCTEL’s performance critical products include its MXflex™, IBflex®, and EXflex® SeeGull® scanning receivers and related SeeHawk® and SeeWave™
tools. PCTEL’s sophisticated engineering services utilize these products as well as the Meridian™ network analytics tool.
PCTEL Connected
Solutions™ designs and delivers performance critical antennas and site solutions for wireless networks globally. PCTEL’s performance critical MAXRAD® and Bluewave™ antenna solutions include high rejection and high
performance GPS and GNSS products, the industry leading Yagi portfolio, mobile and indoor LTE, broadband, and LMR antennas and PIM-rated antennas for transit, in-building, and small cell applications. We provide performance critical mobile towers
for demanding emergency and oil and gas network applications and leverage our design, logistics, and support capabilities to deliver performance critical site solutions into carrier, railroad, and utility applications.
PCTEL’s products are sold worldwide through direct and indirect channels. For more information, please visit the company’s web sites:
www.pctel.com, www.antenna.com, or www.rfsolutions.pctel.com.
# # #
For further information contact:
Jack Seller
Public Relations
PCTEL, Inc.
(630)339-2116
jack.seller@pctel.com
Exhibit 99.2
PCTEL Declares Regular Quarterly Dividend
BLOOMINGDALE, IL – April 24, 2015 — PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom solutions,
announced today the declaration of its regular quarterly dividend of $0.05 per share on its common stock. This dividend will be payable on May 15, 2015 to shareholders of record at the close of business on May 8, 2015.
About PCTEL
PCTEL delivers Performance
Critical Telecom solutions. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. PCTEL’s antennas and site solutions are vital elements for SCADA, oil and gas, utilities,
fleet management, health care, public safety, education, small cell, and network timing.
PCTEL’s RF Solutions products and services
improve the performance of wireless networks globally. PCTEL’s performance critical products include its MXflex™, IBflex®, and EXflex® SeeGull® scanning receivers and related SeeHawk® and SeeWave™
tools. PCTEL’s sophisticated engineering services utilize these products as well as the Meridian™ network analytics tool.
PCTEL Connected
Solutions™ designs and delivers performance critical antennas and site solutions for wireless networks globally. PCTEL’s performance critical MAXRAD® and Bluewave™ antenna solutions include high rejection and high
performance GPS and GNSS products, the industry leading Yagi portfolio, mobile and indoor LTE, broadband, and LMR antennas and PIM-rated antennas for transit, in-building, and small cell applications. We provide performance critical mobile towers
for demanding emergency and oil and gas network applications and leverage our design, logistics, and support capabilities to deliver performance critical site solutions into carrier, railroad, and utility applications.
PCTEL’s products are sold worldwide through direct and indirect channels. For more information, please visit the company’s web sites:
www.pctel.com, www.antenna.com, or www.rfsolutions.pctel.com.
# # #
For further information contact:
Jack Seller
Public Relations
PCTEL, Inc.
(630)339-2116
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