8-K

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) November 13, 2014

PCTEL, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-27115	77-0364943
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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):

¨ 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(b))

¨ 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))

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 November 13, 2014, PCTEL, Inc. announced an increase in its quarterly dividend to $0.05 per share of its common stock. The quarterly dividend had been $0.04 per share. The increased dividend will be payable on February 13, 2015 to shareholders of record at the close of business on February 6, 2015.

Also on November 13, 2014, the Board of Directors (the “Board”) of PCTEL, Inc. (the “Company”) authorized the re-purchase of 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.

The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release, dated November 13, 2014, of PCTEL, Inc. announcing increase in the quarterly dividend from $0.04 to $0.05 per share and authorizing a stock buyback

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: November 13, 2014

	PCTEL, INC.
By:	/s/ John W. Schoen
	John W. Schoen, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated November 13, 2014, of PCTEL, Inc. announcing increase in the quarterly dividend from $0.04 to $0.05 per share and authorizing a stock buyback

EX-99.1

Exhibit 99.1

PCTEL Board of Directors Authorizes Stock Buyback and Quarterly

Dividend Increase

BLOOMINGDALE, IL – November 13, 2014 — PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom solutions announced today that the PCTEL Board of Directors has approved a 25 percent increase in the company’s regular quarterly dividend to $.05 per share on its common stock. The quarterly dividend had been $.04 per share. This dividend will be payable on February 13, 2015 to shareholders of record at the close of business on February 6, 2015. PCTEL began paying quarterly dividends in the fourth quarter of 2011 and has raised the dividend on an annual basis. The annualized dividend represents a 2.5 percent yield at the current stock price.

At the same time, the Board of Directors authorized the re-purchase of 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.

“We are committed to improving shareholder return,” said Marty Singer, PCTEL’s Chairman and CEO. “The dividend increase and stock buyback is consistent with our balanced approach to capital allocation. While we continue to pursue opportunities to acquire financially attractive and strategically compatible assets, we also recognize the value of investing in PCTEL and providing a steady return to our shareholders,” added Singer.

Since 2002, PCTEL has repurchased over $70 million of its stock and paid a one-time dividend of $10.3 million. Between 2011 and November 14, 2014 the company will have paid $8.3 million in quarterly dividends. The new stock repurchase authorization and dividend increase will represent an additional multi-million investment in 2015. The company has just over $59 million in cash and short-term investments. In the third quarter, the company generated $27.9 million in revenue and increased cash by $5 million.

ABOUT PCTEL

PCTEL delivers Performance Critical Telecom solutions. RF Solutions develops and provides test equipment, software, and engineering services for wireless networks. Engineers rely upon PCTEL to visualize, benchmark, and optimize wireless networks. Connected Solutions™ designs and delivers performance critical antennas and site solutions for wireless networks globally. Our antennas support evolving wireless standards for cellular, private, and broadband networks. PCTEL antennas and site solutions support networks worldwide, including SCADA for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access.

PCTEL’s performance critical products include its SeeGull^® scanning receivers and CW Transmitter, SeeHawk^® and SeeHawk^® Touch™ analytic software, and its SeeWave™ interference locating system. PCTEL is recognized globally for its industry leading-edge IBflex™, EXflex™, and MX scanning receivers and its sophisticated in-building Network Engineering Services (NES).

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.

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For further information contact:

Jack Seller

Public Relations

PCTEL, Inc.

(630)339-2116

jack.seller@pctel.com