UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 1, 2018
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10879 |
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22-2785165 |
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358 Hall Avenue, Wallingford, Connecticut |
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06492 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (203) 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 8.01 Other Events
On October 1, 2018, Amphenol Technologies Holding GmbH (the “Company”), a wholly-owned subsidiary of Amphenol Corporation (“Amphenol”), entered into a Purchase Agreement among the Company, Amphenol, as guarantor, and certain initial purchasers relating to the offer and sale of €500 million principal amount of its 2.000% Senior Notes due 2028 (collectively, the “Notes”).
On October 1, 2018, the Company issued a press release announcing the pricing of the Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 99.1 |
Press Release dated October 1, 2018. |
SIGNATURE
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.
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AMPHENOL CORPORATION | |
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By: |
/s/ Craig A. Lampo |
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Craig A. Lampo |
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Senior Vice President and Chief Financial Officer |
Date: October 1, 2018
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Amphenol |
News Release |
World Headquarters
358 Hall Avenue
Wallingford, CT 06492
Telephone (203) 265-8900
FOR IMMEDIATE RELEASE
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For Further Information: |
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Craig A. Lampo |
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Senior Vice President and Chief Financial Officer |
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203-265-8625 |
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www.amphenol.com |
AMPHENOL CORPORATION
ANNOUNCES PRICING OF €500 MILLION SENIOR NOTES
Wallingford, Connecticut. October 1, 2018. Amphenol Corporation (NYSE: APH) (“Amphenol”) announced today the pricing of a European offering of €500 million senior notes due 2028 (the “Notes”) to be issued by its wholly-owned subsidiary, Amphenol Technologies Holding GmbH. The Notes will be guaranteed on a senior unsecured basis by Amphenol. The Notes will have an interest rate of 2.000% per annum. The Notes are being issued at a price equal to 99.498% of their face value. The closing of the offering is expected to occur on October 8, 2018, subject to the satisfaction of customary closing conditions.
Amphenol intends to use the net proceeds of this offering to repay outstanding debt. Any remaining proceeds will be used for general corporate purposes.
The Notes (and related guarantee) are being offered to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”). The Notes (and related guarantee) have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable securities laws of any state or other jurisdiction. The Notes are expected to trade on the Global Exchange Market of Euronext Dublin.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor will there be any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
About Amphenol
Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.
Forward-Looking Statements
Statements in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other related laws. While Amphenol believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of Amphenol’s Form 10-K for the year ended December 31, 2017, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, Amphenol is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.