{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-256549","form_type":"8-K","ticker":null,"cik":"0001057083","company_name":"PC TEL INC","filed_at":"2023-10-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.062804+00:00","generated_at":"2026-06-09T23:04:17.084880+00:00","sec_items":["1.01","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"PCTEL agrees to be acquired by Amphenol for $7.00/share in all-cash deal valued at ~$139.7M","bullets":["All-cash transaction: $7.00 per share, valuing PCTEL at approximately $139.7 million.","Purchase price represents a premium of over 50% to PCTEL's October 13 closing price.","Transaction expected to close in Q4 2023 or early 2024, subject to stockholder approval and customary conditions.","PCTEL's Board of Directors unanimously approved the agreement; Amphenol to finance with cash on hand.","Upon completion, PCTEL will be a wholly owned subsidiary of Amphenol and shares will no longer be publicly listed."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-256549","json":"https://secwatch.observer/filing/0001193125-23-256549.json","markdown":"https://secwatch.observer/filing/0001193125-23-256549.md","text":"https://secwatch.observer/filing/0001193125-23-256549.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1057083/000119312523256549/0001193125-23-256549-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1057083/000119312523256549/d564326d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T23:04:17.084880+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bdac20b7ab518513d115cca985801f1c405b908b","claim":"PC TEL INC: Adopted forum selection bylaw amendment designating Delaware courts for certain disputes (effective 2023-10-13).","evidence_excerpt":"On October 13, 2023, the Board adopted and approved, effective immediately, an amendment to the Amended and Restated Bylaws of the Company (such amendment, the \" Forum Selection Amendment \") to provide that derivative actions, actions for breach of fiduciary duties, claims against the Company’s officers, directors, employees or agents and intra-corporate disputes involving the Company are litigated exclusively in the Delaware Court of Chancery, and to the extent the Delaware Court of Chancery does not have jurisdiction with respect to certain matters, the United States District Court for the District of Delaware, and that actions arising under the Securities Act of 1933, as amended, are litigated exclusively in the U.S. federal district courts.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1057083/000119312523256549/0001193125-23-256549-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-10-13"}],"fact_type":"governance_change"},{"claim_id":"88100c63652beccbc45f538cdfe3701434bfa305","claim":"PC TEL INC entered into Agreement and Plan of Merger with Amphenol Corporation and Hilltop Merger Sub, Inc. valued at $7.00 in cash (effective 2023-10-13).","evidence_excerpt":"On October 13, 2023, PCTEL, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Amphenol Corporation, a Delaware corporation (“ Parent ”) and Hilltop Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1057083/000119312523256549/0001193125-23-256549-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Amphenol Corporation and Hilltop Merger Sub, Inc."},{"label":"Value","value":"$7.00 in cash"},{"label":"Effective","value":"2023-10-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}