8-K
filed December 15, 2023, 6:59 PM ET
CIK 0001057083
M&A
confidence high
sentiment neutral
materiality 1.00
PC TEL INC: M&A transaction — PCTEL acquired by Amphenol for $7.00 per share cash; closing completed Dec 15, 2023
PC TEL INC
- Stockholders receive $7.00 per share cash; shares cease trading on Nasdaq as of Dec 15, 2023.
- PCTEL becomes wholly owned subsidiary of Amphenol; change in control effective.
- All prior directors and executive officers removed; new directors and officers appointed by Amphenol.
- Outstanding equity awards (options, RSUs, restricted stock) cashed out or cancelled at closing.
- Certificate of incorporation and bylaws amended and restated effective upon merger.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Ivas was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony R. Rossabi was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cynthia A. Keith was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gina Haspilaire was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig A. Lampo was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Turner was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David A. Neumann was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
M. Jay Sinder was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven D. Levy was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Neumann was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Voccio was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Dorrough was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance E. D’Amico was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cindy K. Andreotti was removed as Director at PC TEL INC.
- Action
- removed
- Role
- Director
Exact text from the filing
each of Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Silverman was appointed as other_named_officer at PC TEL INC.
- Action
- appointed
Exact text from the filing
each of David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D’Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PC TEL INC underwent a change of control involving Amphenol Corporation for $7.00 in cash for each share (closed 2023-12-15).
- Action
- change of control
- Counterparty
- Amphenol Corporation
- Consideration
- $7.00 in cash for each share
- Closing
- 2023-12-15
Exact text from the filing
world’s largest providers of high-technology interconnect, sensor and antenna solutions. Under the terms of the previously announced agreement, PCTEL stockholders are receiving $7.00 in cash for each share of common stock they own. Following the acquisition, PCTEL is a wholly owned subsidiary of Amphenol, and PCTEL shares are no longer publicly traded.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PC TEL INC terminated Company Stock Plans with Parent valued at terminated in connection with Merger.
- Action
- termination
- Agreement
- merger
- Counterparty
- Parent
- Value
- terminated in connection with Merger
Exact text from the filing
As of the effective time of the Merger (the “Effective Time”), the Company Stock Plans (as defined in the Merger Agreement) were terminated.
View on SEC.gov
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