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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/03/24 Amphenol Corp./DE 8-K:1,8,9 4/02/24 12:484K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 229K 3: EX-99.1 Miscellaneous Exhibit HTML 14K 7: R1 Cover HTML 45K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- tm2410279d1_8k_htm XML 16K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- aph-20240402_lab XML 96K 6: EX-101.PRE XBRL Presentations -- aph-20240402_pre XML 64K 4: EX-101.SCH XBRL Schema -- aph-20240402 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-24-042818-xbrl Zip 72K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) i April 2, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 1-10879 | i 22-2785165 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 358 Hall Avenue, i Wallingford, i Connecticut | i 06492 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 203) i 265-8900
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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 | ||
| i Class A Common Stock, $0.001 par value per share | i APH | i New York Stock Exchange |
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).
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 1.01 | Entry into a Material Definitive Agreement. |
On April 2, 2024, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $450,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2027 (the “2027 Notes”), $450,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2029 (the “2029 Notes”) and $600,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes and 2029 Notes, the “Notes”).
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto, and is filed herewith for purposes of incorporation by reference into the Company’s Registration Statement (No. 333-270605).
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On March 26, 2024, the Company’s Board of Directors resolved to maintain a limit on the maximum aggregate principal amount outstanding of any U.S. short-term, unsecured commercial paper notes, any euro-commercial paper notes and any other commercial paper or similar programs, along with outstanding amounts under the Company’s unsecured revolving credit facility, at any time of $3,000.0 million.
On April 2, 2024, the Company issued a press release announcing the pricing of each series of the Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMPHENOL CORPORATION | |||
| Date: April 3, 2024 | By: | /s/ Craig A. Lampo | |
| Name: | Craig A. Lampo | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/3/24 | |||
| For Period end: | 4/2/24 | 424B3, FWP | ||
| 3/26/24 | ||||
| List all Filings | ||||