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)

September 14, 2016

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))

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  

On September 14, 2016, PCTEL, Inc. (the “Company”) announced that Martin H. Singer, Chairman and Chief Executive Officer of the Company since 2001, has given notice that he will step down from those positions on January 2, 2017 and serve as Vice Chair, a non-board management position for an interim period until his retirement later in the year. The Board of Directors of the Company (the “Board”) has appointed David A. Neumann, who currently serves as the Senior Vice President and General Manager of the Company’s RF Solutions segment, as Chief Executive Officer commencing January 2, 2017.  Mr. Neumann will also join the Board of Directors at that time.  The Company issued a press release announcing Mr. Singer’s retirement and Mr. Neumann’s appointment, a copy of which is included as Exhibit 99.1.

Mr. Neumann, 51, joined the Company in February 2009 as Senior Director of Sales for RF Solutions, was appointed Global Vice President of Sales for RF Solutions in April 2010, and was promoted to Vice President and General Manager, RF Solutions, in January 2013.  In March 2015, he received a promotion to Senior Vice President and General Manager, RF Solutions.  Prior to his employment with PCTEL, Mr. Neumann held a number of executive, sales, product management and engineering positions with various telecommunications companies.  He holds a Bachelor of Science degree in Electrical Engineering from The Pennsylvania State University and a Master of Business Administration from the University of Chicago Booth School of Business.

Mr. Neumann will receive an initial annual base salary of $350,000.  In addition, he will be eligible for cash and equity awards under the Company’s Short-Term and Long-Term Incentive Plans with performance targets and payout amounts to be established by the Compensation Committee as part of its annual compensation process for executive officers.  He will continue to receive benefits under the Company’s other benefit plans in which the Company’s employees participate.  Mr. Neumann will establish a residence in the Bloomingdale, Illinois area, and the Company will reimburse him for reasonable and customary expenses associated with his relocation.

Mr. Neumann’s current Management Retention Agreement will be amended as of his promotion to provide that if his employment is involuntarily terminated other than for cause, death or disability, or if his employment is voluntarily terminated for good reason (as defined in such agreement), within twelve (12) months following a change of control (as defined in such agreement), Mr. Neumann will receive a lump sum amount equal to 2.25 times his then current salary but will not receive any bonus for such year. The Agreement will continue to provide that in such circumstance his outstanding equity awards will be accelerated, and he will receive twelve months of healthcare coverage under COBRA.

The severance benefits currently in effect for Mr. Neumann will also be amended as of his promotion to provide that in the event of an involuntary termination other than for cause, death or disability, or in the event of a voluntary termination for good reason, Mr. Neumann will receive a continuation of twelve months’ base salary, cash and equity awards under the Company’s Short-Term and Long-Term Incentive Programs pro-rated for the period of employment, acceleration of outstanding equity awards with the performance-based equity awards paying out based on actual performance, and twelve months of healthcare coverage under COBRA.

The Board has determined that it is in the Company’s best interests to retain Mr. Singer, 65, to facilitate an orderly transition of the Chief Executive Officer role.  Mr. Singer will receive an annual base salary of $315,000 in his position as Vice Chair. He will not participate in the Company’s 2017 Short-Term and Long-Term Incentive Programs or have change of control benefits under a Management Retention Agreement or severance benefits; however, he will continue to receive benefits under the Company’s other benefit plans in which the Company’s employees participate.  

In conjunction with this CEO succession, the Board of Directors separated the roles of Chairman and Chief Executive Officer and appointed Steven D. Levy as the independent, non-executive Chairman of the Board effective January 2, 2017.  Mr. Levy, 60, has served on the Company’s Board since March 2006.  He currently serves as the Chair of the Nominating & Governance Committee and as a member of the Audit Committee.  Prior to his retirement, he served as a Managing Director and Global Head of Communications Technology Research at Lehman Brothers from July 1998 until September 2005. Mr. Levy has substantial board experience, having currently or formerly served on six boards of directors besides the Company’s Board. Mr. Levy holds a Master’s degree in Business Administration and a Bachelor of Science degree in Materials Engineering from Rensselaer Polytechnic Institute.

Mr. Levy will receive an annual cash retainer of $15,000 and common stock with a grant date fair value of $10,000 per annum for serving as non-executive Chairman, in addition to the compensation received by all non-employee directors for their service on the Board, which includes an annual cash retainer of $25,000, common stock with a grant date fair value of $55,000 per annum and other payments as described in the Company’s definitive proxy statement filed on Form DEF14A on May 4, 2016.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release, dated September 14, 2016.

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: September 20, 2016

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

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated September 14, 2016.

EX-99.1

Exhibit 99.1

PCTEL’s Marty Singer to Retire as Chairman and Chief Executive Officer

David Neumann to Become CEO in 2017

Bloomingdale, Ill. – September 14, 2016 -- PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom solutions, announced today that Marty Singer, PCTEL’s Chairman and CEO since 2001, will step down on January 2, 2017 and  serve as Vice Chair until his retirement later in the year.  David Neumann, who currently leads PCTEL’s RF Solutions business as its Senior Vice President and General Manager, will become the company’s CEO in January.  Steve Levy, a current Director, will serve as PCTEL’s Chairman at that time.  Jeff Miller, currently the Senior Vice President of Global Sales and Services for RF Solutions, will succeed Neumann as its General Manager.

“It has been an honor to be part of the management team at PCTEL and I am proud of the team and the business that we have built together.  We have been planning our executive succession for some time as it is vital to the company’s future to have an orderly transition to new leadership.  I will be focusing on that transition over the next few months,” said Marty Singer, PCTEL’s Chairman and CEO.  “The Board and I have complete confidence in David who has proven his leadership abilities and is an industry expert.   David will be supported by an outstanding management team and a great board as he takes PCTEL to the next level,” added Singer.

“This is an exciting opportunity and I want to thank Marty and our Board for their vote of confidence,” said David Neumann, PCTEL’s Senior Vice President and General Manager, RF Solutions.  “I look forward to finishing the year with positive momentum and working with Marty and the Board on a smooth transition to my new role,” added Neumann.

“Over the past 18 months, the PCTEL Board of Directors has been working closely with Marty on succession and his retirement plans.  We are pleased that that effort will result in an orderly transition and the promotion of David Neumann to CEO.  We have been impressed with David’s ability to build global sales organizations, integrate new businesses into the company, and launch new and exciting products,” said Brian Jackman, PCTEL’s Lead Independent Director.  “The Board is grateful to Marty for his active support of David’s transition, his strong leadership of PCTEL over many years and his agreement to serve as Vice Chair next year,” added Jackman.

Mr. Neumann, who has spent his career in wireless test and measurement, joined PCTEL in 2009.  Since then, he built the China and APAC sales organization for RFS, introduced the IBflex®, SeeWave® and new SeeHawk® products. Neumann has integrated in-building engineering services and data analytics into the organization and has been involved in multiple acquisitions.  Neumann holds an electrical engineering degree (BSEE) from Penn State and an MBA from the University of Chicago.

Singer served as a director for the company in 1999 prior to being appointed as non-executive Chairman in early 2001.  Later that year, the Board asked him to lead PCTEL as its Chairman and CEO.  Singer led PCTEL’s transition from a supplier of soft analog modems to a global provider of wireless products and services.  The company is the leading provider of GPS and broadband antennas for private wireless networks and the industry leader in scanning receivers

for cellular test and measurement.  During Singer’s tenure the company completed several transactions, including the acquisition of engineering services operations, multiple antenna companies and product lines, mobile software products, cellular test tools and cloud-based, analytic products.  To fund these transactions, the company generated $130 million from the divestiture of its connectivity software operation and the divestiture of its soft modem line and associated IP licensing agreements.  The company has grown from $3.2 million to approximately $25 million in quarterly product revenue since 2003 and now employs nearly 500 employees.  

About PCTEL

PCTEL, a global provider of RF expertise, delivers Performance Critical Telecom solutions to the wireless industry. PCTEL benchmarks and optimizes wireless networks with its data tools, engineering services, and RF products. PCTEL's antennas and site solutions are vital elements for networks serving SCADA, fleet management, health care, public safety, and education.

PCTEL's RF Solutionsproducts and services improve the performance of wireless networks globally. PCTEL's performance critical products include its SeeGull MXflex®, IBflex®, and EXflex® scanning receivers. PCTEL tools also include CW transmitters, signal analyzers, and the SeeWave interference locating system. PCTEL's SeeHawk® software portfolio includes SeeHawk® Touch, SeeHawk® Collect, SeeHawk Engage™, SeeHawk Engage+™, SeeHawk Engage™ Lite, SeeHawk™ Studio, and SeeHawk™ Analytics. PCTEL provides specialized staffing, interference management and performance critical RF engineering services for wireless networks.

PCTEL Connected Solutions designs and delivers performance critical antennas and site solutions for public and private wireless networks globally. PCTEL's performance critical antenna solutions include high rejection and high performance GNSS products and innovative broadband LTE and Wi-Fi solutions for fixed and mobile applications, including transit, in-building, and small cell networks. In addition, PCTEL provides a broad portfolio of LMR and Yagi antennas. We leverage our design, logistics, and support capabilities to deliver performance critical antenna and site solutions into carrier, railroad, utility applications, oil and gas, and other vertical markets.

PCTEL's products are sold worldwide through direct and indirect channels. For more information, please visit the company's web sites: pctel.com, antenna.com, or rfsolutions.pctel.com

# # #

For further information contact:

Matt Selinger

Investor Relations for PCTEL, Inc

Three Part Advisors, LLC

817-310-8776