Form 15-12G - Securities registration termination [Section 12(g)]
December 26 2023 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 000-27115
PCTEL, INC.
(Exact name of registrant as specified in its
charter)
471 Brighton Drive
Bloomingdale, Illinois 60108
(630) 372-6800
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Common stock, par value $0.001 per share
(Title of each class of securities covered by
this Form)
None
(Titles of all other classes of securities
for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied
upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1) |
x |
Rule 12g-4(a)(2) |
¨ |
Rule 12h-3(b)(1)(i) |
x |
Rule 12h-3(b)(1)(ii) |
¨ |
Rule 15d-6 |
¨ |
Rule 15d-22(b) |
¨ |
Approximate number of holders of record as of the certification or
notice date: One (1)*
* On October 13, 2023, PCTEL, Inc., a Delaware corporation
(the “Company”), Amphenol Corporation, a Delaware corporation (“Parent”), and Hilltop Merger Sub, Inc. a
Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein,
Merger Sub would be merged with and into the Company (the “Merger”). On December 15, 2023, Merger Sub merged with and
into the Company, with the Company surviving as a wholly owned subsidiary of Parent and the separate corporate existence of Merger Sub
ceasing.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, PCTEL, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized
person.
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PCTEL, INC. |
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DATE: |
December 26, 2023 |
By: |
/s/David A. Neumann |
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Name: |
David A. Neumann |
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Title: |
President and General Manager |
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