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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): May 12, 2026
AMPHENOL CORPORATION
(Exact name of registrant as specified in
charter)
| Delaware |
|
1-10879 |
|
22-2785165 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 358 Hall Avenue, Wallingford, Connecticut |
|
06492 |
| (Address of principal executive offices) |
|
(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:
¨ 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)
¨ 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 |
| Class A
Common Stock, $0.001 par value per share |
|
APH |
|
New York Stock Exchange |
| 3.125% Senior Notes due 2032 |
|
APH32 |
|
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).
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 1.01 | Entry into a Material Definitive Agreement. |
On May 12, 2026,
Amphenol Corporation (the “Company”) issued and sold €600,000,000 aggregate principal amount of the Company’s
3.375% Senior Notes due 2029 (the “2029 Notes”) and €500,000,000 aggregate principal amount of the Company’s 3.875%
Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”), pursuant to the Company’s
Registration Statement on Form S-3 (No. 333-293923) (the “Registration Statement”), including the related prospectus
dated March 2, 2026, as supplemented by the prospectus supplement dated May 5, 2026. The Notes were sold in an underwritten
public offering pursuant to an underwriting agreement, dated May 5, 2026, by and between the Company and Barclays Bank PLC, Citigroup
Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International
plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert Williams Shank & Co., LLC.
The Company received
net proceeds from the offering of the Notes, after deducting the underwriting discounts and estimated offering expenses payable by the
Company, of approximately €1,093.1 million. The Company intends to use the net proceeds from the offering of the Notes to repay
borrowings under its U.S. commercial paper program and its 364-day unsecured delayed draw term loan credit agreement, and for general
corporate purposes.
The Notes were issued
pursuant to an indenture dated as of March 16, 2023 (the “Indenture”) between the Company and U.S. Bank Trust Company,
National Association, as trustee, and certain of the terms of each series of the Notes were established pursuant to a certificate issued
by officers of the Company dated May 12, 2026 (the “Officers’ Certificate”), in accordance with the Indenture.
The Indenture and Officers’ Certificate contain certain covenants and events of default and other customary provisions.
The 2029 Notes bear interest at a rate of 3.375%
per year and the 2034 Notes bear interest at a rate of 3.875% per year. Interest on the 2029 Notes is payable annually on May 12
of each year, beginning on May 12, 2027, and interest on the 2034 Notes is payable annually on May 12, of each year, beginning
on May 12, 2027. The Company will make each interest payment to holders of each series of Notes that are registered at the close
of business on the day that is one business day immediately preceding the applicable interest payment date.
The 2029 Notes will mature on May 12, 2029
and the 2034 Notes will mature on May 12, 2034. Prior to April 12, 2029 (one month prior to the maturity date of the 2029 Notes),
the Company may redeem, at its option, some or all of the 2029 Notes at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On
or after April 12, 2029 (one month prior to the maturity date of the 2029 Notes), the Company may redeem, at its option, the 2029
Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if
any, to, but not including, the date of redemption. Prior to February 12, 2034 (three months prior to the maturity date of the 2034
Notes), the Company may redeem, at its option, some or all of the 2034 Notes at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium.
On or after February 12, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may redeem, at its option,
the 2034 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but not including, the date of redemption.
Each series of the Notes are the Company’s
unsecured senior obligations and rank equally in right of payment with all of the Company’s other unsecured senior indebtedness
outstanding from time to time.
The above descriptions
of the Indenture, the Officers’ Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers’
Certificate and, as applicable, the 2029 Notes and the 2034 Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively,
to this Current Report on Form 8-K, and are incorporated by reference herein.
The exhibits to this
Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-293923).
| Item 2.03 | Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The foregoing terms and conditions of the Indenture,
the Officers’ Certificate, the 2029 Notes and the 2034 Notes described in Item 1.01 of this Current Report on Form 8-K are
incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| 4.1 |
Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023) |
| |
|
| 4.2 |
Officers’ Certificate, dated May 12, 2026, establishing the 2029 Notes and the 2034 Notes pursuant to the Indenture |
| |
|
| 4.3 |
Form of Global Note for the 2029 Notes |
| |
|
| 4.4 |
Form of Global Note for the 2034 Notes |
| |
|
| 5.1 |
Opinion of Latham & Watkins LLP, New York, New York |
| |
|
| 23.1 |
Consent of Latham & Watkins LLP, New York, New York (included in Exhibit 5.1) |
| |
|
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| |
AMPHENOL CORPORATION |
| |
|
|
| |
By: |
/s/ Craig A.
Lampo |
| |
|
Craig A. Lampo |
| |
|
Executive Vice President and Chief Financial Officer |
Date: May 12, 2026
