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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
August 4, 2010
Date of Report (Date of earliest event reported)
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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(State or Other Jurisdiction 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
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events
On August 4, 2010, PCTEL, Inc. (the Company) issued a press release announcing that its Board of
Directors authorized the repurchase of up to an additional $5 million of the Companys outstanding
common stock in the open market. In November 2008, the Companys Board of Directors had previously
authorized the repurchase of up to $5 million of the Companys outstanding common stock. As of
August 4, 2010, there was approximately $1.0 million remaining that could be used for the
repurchase of the Companys stock under the November 2008 authorization.
In order to facilitate repurchases of its common stock, on August 6, 2010, the Company established
an open market trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended. The Rule 10b5-1 plan permits repurchases of the Companys shares at times when the
Company would not ordinarily be permitted to do so because of insider trading laws or due to
self-imposed trading blackout periods. A broker chosen by the Company will have the authority,
under the prices, terms and limitations set forth in the Rule 10b5-1 plan to repurchase shares on
the Companys behalf. The first period covered by the Rule 10b5-1 plan will commence September 13,
2010 and the plan will terminate when the $5 million authorization is exhausted.
Because the repurchases under the Rule 10b5-1 plan are subject to specific trading terms and
parameters, there is no guarantee as to the exact number of shares that will be repurchased under
the Rule 10b5-1 plan, or that there will be any repurchases at all pursuant to the Rule 10b5-1
plan.
The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Exhibits
(d) Exhibits
99.1 |
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Press release, dated August 4, 2010, of PCTEL, Inc. announcing the authorization of a
stock repurchase program and establishment of Rule 10b5-1 trading plan |
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:
August 9, 2010
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PCTEL, INC.
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By: |
/s/ John W. Schoen
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John W. Schoen, Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1
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Press release, dated
August 4, 2010, of PCTEL,
Inc. announcing the
authorization of a stock
repurchase program and
establishment of Rule 10b5-1
trading plan |