Securities Registration: Employee Benefit Plan (s-8)
08 November 2021 - 07:06PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 8,
2021.
Registration
No. 333-
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF
1933
AMPHENOL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware |
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22-2785165 |
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(State
or other jurisdiction of |
|
(I.R.S.
Employer |
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incorporation
or organization) |
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Identification
No.) |
358
Hall Avenue
Wallingford,
Connecticut 06492
(Address of
Principal Executive Offices) (Zip Code)
Amended
and Restated 2017 Stock Purchase and Option Plan for Key Employees
of Amphenol and Subsidiaries
(Full
title of the plan)
Lance
E. D’Amico
Senior
Vice President, Secretary and General Counsel
Amphenol
Corporation
358
Hall Avenue
Wallingford, CT
06492
(Name
and address of agent for service)
(203)-265-8900
(Telephone number,
including area code, of agent for service)
Copies
to:
Brian
D. Miller
Latham &
Watkins LLP
555
11th Street, N.W., Suite 1000
Washington, DC
20004
(202)
637-2200
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
| Large accelerated filer |
x |
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Accelerated filer |
¨ |
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| Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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Emerging
growth company |
¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF
REGISTRATION FEE
|
Title of securities to be registered |
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Amount
to be
registered(1) |
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Proposed
maximum
offering price
per share(2) |
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Proposed
maximum
aggregate
offering
price(2) |
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Amount of
registration
fee |
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Class A Common Stock, par value $.001 per share |
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40,000,000 |
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$ |
77.13 |
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$ |
3,085,200,000 |
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$ |
285,998.04 |
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(1) |
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement also covers an
indeterminate number of shares of Class A Common Stock, par value
$.001 per share (the “Common Stock”), of Amphenol Corporation (the
“Company”) that may be offered or issued under the Amended and
Restated 2017 Stock Purchase and Option Plan for Key Employees of
Amphenol and Subsidiaries (the “Plan”) as a result of a stock
split, stock dividend or similar transaction. |
|
(2) |
Estimated
solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and (h) of the Securities Act. The proposed
maximum offering price per share, proposed maximum aggregate
offering price and the amount of the registration fee are based on
the average of the high and low sale prices per share for the
Common Stock as reported on the New York Stock Exchange on November
1, 2021, which date is within five business days prior to filing
this registration statement. |
EXPLANATORY
NOTE
On May 19,
2021, the stockholders of the Company approved the Plan, which is
an amendment and restatement of the 2017 Stock Purchase and Option
Plan for Key Employees of Amphenol and Subsidiaries and increases
the number of shares of Common Stock reserved for issuance under
the Plan by 40,000,000 shares. This registration statement is being
filed to register the 40,000,000 additional shares of Common Stock
reserved for issuance pursuant to the Plan. The Common Stock
registered hereunder is in addition to the 60,000,000 shares of
Common Stock previously reserved for issuance under the Plan (after
adjustment for a 2 for 1 stock split in March 2021) and previously
registered on the Company’s registration statement on Form S-8
filed on May 19, 2017 (File No. 333-218107) (the “Prior
Registration Statement”).
This
registration statement is submitted in accordance with General
Instruction E to Form S-8 regarding Registration of Additional
Securities. Pursuant to Instruction E, the contents of the Prior
Registration Statements are incorporated by reference and made a
part of this registration statement except as amended
hereby.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of Form S-8 is not required to be
filed with this registration statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
Item
3. |
Incorporation of
Documents by Reference. |
The
following documents filed with the Securities and Exchange
Commission (“SEC”) by the Company are incorporated herein by
reference:
|
(b) |
the
Company’s Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2021, filed with the SEC on April 30, 2021, for the quarter
ended June 30, 2021, filed with the SEC on July 30, 2021 and for the quarter
ended September 30, 2021, filed with the SEC on October 29, 2021; |
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(c) |
the
Company’s Current Reports on Form 8-K filed with the SEC on
January 27, 2021 (excluding
portion furnished pursuant to Item 2.02), February 4, 2021, March 12, 2021, April 7, 2021, April 28, 2021 (excluding portion
furnished pursuant to Item 2.02), May 19, 2021, July 29, 2021, September 9, 2021, September 14, 2021 and October 27, 2021 (excluding
portion furnished pursuant to Item 2.02); and |
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All
documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), after the date of this
registration statement and prior to the filing of a post-effective
amendment to this registration statement, which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference into this registration statement and to be a part hereof
from the date of filing of such document.
We are
not, however, incorporating by reference any documents or portions
thereof, whether specifically listed above or included in future
filings, that are not deemed “filed” with the SEC.
Any
statement contained in this registration statement or in a document
incorporated or deemed to be incorporated by reference in this
registration statement shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a
statement contained in any subsequently filed document that also is
or is deemed to be incorporated by reference in this registration
statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.
* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Wallingford,
State of Connecticut, on this 8th day of November,
2021.
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AMPHENOL
CORPORATION |
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By: |
/s/ R. Adam Norwitt |
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Name: |
R.
Adam Norwitt |
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Title: |
President and
Chief Executive Officer |
POWER OF ATTORNEY
We, the
undersigned directors and officers of Amphenol Corporation do
hereby constitute and appoint R. Adam Norwitt, Craig A. Lampo and
Lance E. D’Amico and each of them, our true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to do any and all acts and things in our names and
on our behalf in our capacities as directors and officers and to
execute any and all instruments for us in the capacities indicated
below, which said attorney and agent may deem necessary or
advisable to enable said corporation to comply with the Securities
Act and any rules, regulations and agreements of the Securities and
Exchange Commission, in connection with this registration
statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, including specifically, but without limitation, any
and all amendments (including post-effective amendments) hereto;
and we hereby ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/
R. ADAM NORWITT
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President,
Chief Executive Officer and Director (Principal Executive
Officer) |
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November 8, 2021 |
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R.
Adam Norwitt |
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/s/ CRAIG
A. LAMPO |
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Senior
Vice President and Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer) |
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November 8, 2021 |
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Craig
A. Lampo |
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/s/
MARTIN H. LOEFFLER
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Chairman
of the Board of Directors |
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November 8, 2021 |
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Martin
H. Loeffler |
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/s/
David P. FALCK
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Presiding
Director |
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November 8, 2021 |
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David
P. Falck |
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/s/ NANCY
A. ALTOBELLO |
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Director |
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November 8, 2021 |
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Nancy
A. Altobello |
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/s/
STANLEY L. Clark
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Director |
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November 8, 2021 |
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Stanley
L. Clark |
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/s/ JOHN
D. CRAIG |
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Director |
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November 8, 2021 |
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John
D. Craig |
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/s/
EDWARD G. JEPSEN
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Director |
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November 8, 2021 |
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Edward
G. Jepsen |
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/s/ RITA
S. LANE |
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Director |
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November 8, 2021 |
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Rita
S. Lane |
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/s/ ROBERT
A. LIVINGSTON |
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Director |
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November 8, 2021 |
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Robert
A. Livingston |
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/s/ ANNE
CLARKE WOLFF |
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Director |
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November 8, 2021 |
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Anne
Clarke Wolff |
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