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

Date of Report (date of earliest event reported) May 29, 2020 

 

PCTEL, Inc.

(Exact name of registrant as specified in its charter) 

 

 

 

 

 

 

 

Delaware

 

000-27115

 

77-0364943

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

471 Brighton Drive

 

 

 

 

Bloomingdale, Illinois

 

 

 

60108

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

Registrant’s telephone number, including area code (630) 372-6800

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

PCTI

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 29, 2020, PCTEL, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (i) changing the Company’s name from “PC-Tel, Inc.” to “PCTEL, Inc.” and (ii) decreasing the number of authorized shares of common stock from 100,000,000 shares to 50,000,000 shares.  The Certificate of Amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

3.1Certificate of Amendment to Amended and Restated Certificate of Incorporation of PCTEL, Inc.

 

 

 

 


 

 

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: June 4, 2020

 

 

 

 

 

 

PCTEL, INC.

 

 

By:

 

/s/ Kevin J. McGowan

 

 

Kevin J. McGowan, Chief Financial Officer

 

pcti-ex31_40.htm

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PC-TEL, INC.

PC-Tel, Inc., a Delaware corporation (the “Corporation”), hereby certifies that:

1.  The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 6, 1998 under the name “PC-Tel, Inc.”

2. Article FIRST of the Corporation’s Amended and Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:

“FIRST: The name of the Corporation is “PCTEL, Inc.”

3.  The first paragraph of Article FOURTH of the Corporation’s Amended and Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:

“FOURTH: The Corporation is authorized to issue two classes of shares to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of Common Stock which the Corporation is authorized to issue is 50,000,000, with a par value of $0.001 per share, and the total number of shares of Preferred Stock which the Corporation is authorized to issue is 5,000,000, with a par value of $0.001 per share.”

4. The amendments set forth in this Certificate of Amendment to Amended and Restated Certificate of Incorporation were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Amended and Restated Certificate of Incorporation at Bloomingdale, Illinois on May 28, 2020.

 

 

 

/s/ David A. Neumann

David A. Neumann

Chief Executive Officer