As filed with the Securities and Exchange Commission on May 17, 2024.
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)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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22-2785165
(I.R.S. Employer
Identification No.) |
|
358 Hall Avenue
Wallingford, Connecticut
(Address of principal executive offices) |
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06492
(Zip Code) |
| 2024 Restricted Stock Plan for Directors of Amphenol Corporation |
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(Full title of the plan)
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Lance D’Amico, Esq.
Senior Vice President, Secretary and General
Counsel
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 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 ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On May 16, 2024, the stockholders of Amphenol
Corporation (the “Company”) approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”).
This registration statement on Form S-8 (this “Registration Statement”) is being filed to register 250,000 shares of
the Company’s Class A common stock, par value $0.001 per share (“Common Stock”), reserved for issuance pursuant
to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information
specified in Part I of the Form S-8 are not required to be filed, and are not being filed, with the Securities and Exchange
Commission (the “SEC”) as part of this Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the “Securities Act”), and will be delivered to participants in the Plan in accordance with such rule.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the SEC by the
Company are incorporated herein by reference:
| · | the description of the Company’s Common Stock contained in Exhibit 4.11 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the SEC on February 7, 2024. |
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 will be a part hereof from the date of filing of such document.
The Company is 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.
| Item 4. | Description of Securities. |
Not applicable.
| Items 5. | Interests of Named Experts and Counsel. |
The validity of our securities registered hereby
has been passed upon by Lance E. D’Amico, Esq., the Company’s Senior Vice President, Secretary and General Counsel.
As of April 30, 2024, Mr. D’Amico beneficially owned 644,236 shares of Common Stock (including 25,700 shares held directly
and 562,236 shares issuable upon the exercise of options vested as of April 30, 2024 or within 60 days thereafter).
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the General Corporation Law
of the State of Delaware (the “DGCL”) provides for the indemnification of officers, directors and other corporate agents in
terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.
Article Seventh of the Company’s Restated
Certificate of Incorporation, as amended, provides that, except as otherwise provided by the DGCL as the same exists or may hereafter
be amended, no director or officer of the Company shall be personally liable to the Company or to its stockholders for monetary damages
for breach of fiduciary duty as a director or officer. In addition, Article Eighth of the Company’s Restated Certificate
of Incorporation, as amended, provides that, to the fullest extent permitted by the DGCL, the Company shall indemnify any current or former
director or officer of the Company and may, at the discretion of the Board of Directors of the Company, indemnify any current or former
employee or agent of the Company against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company
or otherwise, to which he or she was or is a party by reason of his or her current or former position with the Company or by reason of
the fact that he or she is or was serving, at the request of the Company, as a director, officer, partner, trustee, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
Article IV of the Company’s Fifth Amended
and Restated By-laws provides for indemnification of its directors, officers, employees and agents in connection with actions, suits or
proceedings, other than an action by or in the right of the Company, if such individual acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. Article IV of the Company’s By-laws also provides for indemnification
of its directors, officers, employees and agents in connection with actions, suits or proceedings by or in the right of the Company if
such individual acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company; except that no indemnification is available if such individual is adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought determines that such individual is fairly and reasonably entitled to indemnity.
The Company also maintains liability insurance
for its officers and directors.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
| Number |
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Description |
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| 4.1 |
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Restated Certificate of Incorporation, dated May 19, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021) |
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| 4.2 |
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Certificate of Amendment to the Restated Certificate of Incorporation, dated May 16, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 16, 2024) |
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| 4.3 |
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Amphenol Corporation, Fifth Amended and Restated By-Laws dated August 23, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 4, 2023) |
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| 5.1* |
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Opinion of Lance E. D’Amico |
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| 23.1* |
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Consent of Lance E. D’Amico (included in Exhibit 5.1) |
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| 23.2* |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
* Filed herewith.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of
the Securities Act; |
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of
Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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 City
of Wallingford, State of Connecticut, on May 17, 2024.
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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 |
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.
| /s/ R. Adam Norwitt |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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May 17, 2024 |
| 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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May 17, 2024 |
| 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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May 17, 2024 |
| Martin H. Loeffler |
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| /s/ David P. Falck |
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Presiding Director |
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May 17, 2024 |
| David P. Falck |
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| /s/ Nancy A. Altobello |
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Director |
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May 17, 2024 |
| Nancy A. Altobello |
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| /s/ Edward G. Jepsen |
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Director |
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May 17, 2024 |
| Edward G. Jepsen |
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| /s/ Rita S. Lane |
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Director |
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May 17, 2024 |
| Rita S. Lane |
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| /s/ Robert A. Livingston |
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Director |
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May 17, 2024 |
| Robert A. Livingston |
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| /s/ Prahlad Singh |
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Director |
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May 17, 2024 |
| Prahlad Singh |
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| /s/ Anne Clarke Wolff |
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Director |
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May 17, 2024 |
| Anne Clarke Wolff |
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Exhibit 5.1
Amphenol Corporation
May 17, 2024
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
| Re: |
Registration Statement on
Form S-8 (File No. 333-); |
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250,000 shares of Class A Common Stock, par value $0.001 per share |
Ladies and Gentlemen:
This letter provides an opinion regarding Amphenol
Corporation’s (the “Company”) filing with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-8 (the “Registration
Statement”) relating to the proposed issuance by the Company of up to 250,000 shares of the Company’s Class A Common
Stock, par value $.001 per share (the “Shares”), pursuant to the 2024 Restricted Stock Plan for Directors of Amphenol Corporation
(the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related
Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In my capacity as General Counsel of the Company, I
am familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale
of the Shares, and for purposes of this opinion, have assumed such proceedings will be completed in a timely manner and in the manner
presently proposed. In preparing this opinion, I made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to my satisfaction of such documents, corporate records and instruments, as I
have deemed necessary or appropriate for purposes of this opinion.
In my examination, I assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of
all documents submitted to me as copies.
Subject to the foregoing and the other matters
as set forth herein, it is my opinion that, as of the date hereof, the issue and sale of the Shares have been duly authorized by all necessary
corporate action of the Company, and upon issuance, delivery and payment therefor in the manner contemplated by the Plan, the Shares will
be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection
with the Registration Statement. You may rely upon this opinion, as may others who are entitled to rely upon it pursuant to applicable
provisions of the Act. I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me contained
under the heading “Interests of Named Experts and Counsel.” In giving such consent, I do not admit that I am in the category
of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Lance E. D’Amico |
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Lance E. D’Amico |
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Senior Vice President, Secretary and General Counsel |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7,
2024 relating to the financial statements of Amphenol Corporation, and the effectiveness of Amphenol Corporation’s internal control
over financial reporting, appearing in the Annual Report on Form 10-K of Amphenol Corporation for the year ended December 31,
2023.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
May 17, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Amphenol Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security
Type |
Security
Class Title |
Fee
Calculation
Rule |
Amount
Registered(1)(2) |
Proposed
Maximum
Offering Price
Per Share(3) |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
|
| Equity |
Class A Common Stock, par value $0.001 per share |
Other |
250,000 |
$127.24 |
$31,810,000 |
0.00014760 |
$4,695.16 |
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| Total Offering Amounts |
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$31,810,000 |
|
$4,695.16 |
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| Total Fee Offsets |
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$— |
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| Net Fee Due |
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$4,695.16 |
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(1) In
accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall
be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Represents shares of Class A
Common Stock, par value $0.001 per share, of Amphenol Corporation reserved for issuance under the 2024 Restricted Stock Plan for Directors
of Amphenol Corporation.
(3) Estimated solely for the
purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange on May 13,
2024, a date within five business days of the filing of the Registration Statement, which was $127.24 per share.
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