--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-296769" form_type: "8-K" ticker: null cik: "0001057083" company_name: "PC TEL INC" filed_at: "2023-12-15T23:59:59+00:00" generated_at: "2026-06-07T11:39:10.031281+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # PCTEL acquired by Amphenol for $7.00 per share cash; closing completed Dec 15, 2023 ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-296769 - form_type: 8-K - cik: 0001057083 - company_name: PC TEL INC - filed_at: 2023-12-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/d94897d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-296769 - JSON: https://secwatch.observer/filing/0001193125-23-296769.json - Plain text: https://secwatch.observer/filing/0001193125-23-296769.txt ## Key facts - Executive change Michael Ivas was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Anthony R. Rossabi was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Cynthia A. Keith was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Gina Haspilaire was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Craig A. Lampo was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Mark Turner was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change David A. Neumann was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change M. Jay Sinder was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Steven D. Levy was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change David Neumann was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Gary Voccio was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Stephen Dorrough was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Lance E. D’Amico was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change Cindy K. Andreotti was removed as Director at PC TEL INC. - Action: removed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Executive change David Silverman was appointed as other_named_officer at PC TEL INC. - Action: appointed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm - Material Agreements 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 source text: As of the effective time of the Merger (the “Effective Time”), the Company Stock Plans (as defined in the Merger Agreement) were terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1057083/000119312523296769/0001193125-23-296769-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.