APH » Topics » Entry into a Material Definitive Agreement

This excerpt taken from the APH 8-K filed Nov 5, 2009.
Entry into a Material Definitive Agreement

 

On November 5, 2009, Amphenol Corporation (the “Company”) issued and sold $600,000,000 aggregate principal amount of its 4.75% Senior Notes due 2014 (the “Notes”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-162722), including the related Prospectus dated October 29, 2009, as supplemented by the Prospectus Supplement dated October 29, 2009.  The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated October 29, 2009, by and between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters named in Schedule A thereto.

 

The Notes were sold to the public at a price of 99.813% of the principal amount, and the Company received net proceeds of approximately $594.5 million from the offering after deducting the underwriting discounts and estimated offering expenses.  The Company intends to use all of the net proceeds of this offering to repay amounts outstanding under its revolving credit facility.  In conjunction with the repayment, the Company expects to terminate certain interest rate swap agreements and incur a one-time charge of approximately $5 million, or $0.02 per share, relating to the cost of such termination.

 

The Notes were issued pursuant to an indenture dated as of November 5, 2009 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), and certain of the terms of the Notes were established pursuant to an Officers’ Certificate dated November 5, 2009 (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 Notes bear interest at a rate of 4.75% per year.  Interest on the Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2010.  The Company will make each interest payment to the holders of record on the immediately preceding May 1 and November 1.  The Notes will mature on November 15, 2014.  The Company may, at its option, redeem some or all of the Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase.  The Notes are unsecured and rank equally in right of payment with all of the Company’s other unsecured senior indebtedness.

 

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 the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, 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 are hereby incorporated by reference in the Registration Statement (No. 333-162722).

 

This excerpt taken from the APH 8-K filed Nov 4, 2009.
Entry into a Material Definitive Agreement

 

On October 29, 2009, Amphenol Corporation (the “Company”) entered into an Underwriting Agreement by and between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $600,000,000 aggregate principal amount of its 4.75% Senior Notes due 2014 (the “Notes”). A copy of the Underwriting Agreement is attached as Exhibit 10.1 hereto, and is incorporated by reference herein.

 

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

This excerpt taken from the APH 8-K filed Jun 2, 2006.

Item 1.01. Entry Into a Material Definitive Agreement

Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries

In January 2006, the Board of Directors (the “Board”) of Amphenol Corporation (the “Company”) authorized and approved the Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Third Amended 2000 Option Plan”), subject to stockholder approval at the Company’s annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company approved the Third Amended 2000 Option Plan at the Annual Meeting held on May 24, 2006.

The Third Amended 2000 Option Plan increased the number of shares of Common Stock reserved for issuance under  the Company’s previously-effective option plan from 8,000,000 to 12,000,000 shares. The Third Amended 2000 Option Plan also increased the number of options that may be granted to any one participant in the Third Amended 2000 Option Plan from not more than 2,000,000 to not more than 3,000,000 options. Unless terminated earlier by the Board, the Third Amended 2000 Option Plan will terminate in June 2010. All other terms of the Third Amended 2000 Option Plan are the same as the Company’s previously-effective option plan.

 

The Third Amended 2000 Option Plan is administered by the Compensation Committee of the Board. The Compensation Committee will consider recommendations of the Chief Executive Officer and other senior management employees of the Company and determine those employees of the Company and its subsidiaries who will be eligible to receive options, the number and the terms and conditions of each option grant, the form of the option agreement and any conditions on the exercise of an option award. Options awarded under the Third Amended 2000 Option Plan will vest in 20% annual increments over a period of five years from the date of grant with certain exceptions including without limitation, in the case of the termination of the option holder’s employment with the Company or retirement at age 65.

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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 thereunto duly authorized.

 

AMPHENOL CORPORATION

 

 

 

 

 

By:

 

/s/ Edward C. Wetmore

 

 

 

Edward C. Wetmore

 

 

 

Vice President, Secretary and

 

 

 

General Counsel

 

Date: June  2, 2006

 

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This excerpt taken from the APH 8-K filed Oct 11, 2005.

Item 1.01.  Entry into a Material Definitive Agreement.

 

On October 10, 2005, Amphenol Corporation (“Amphenol”) entered into an Asset and Stock Purchase Agreement (the “Asset Purchase Agreement”) with Teradyne, Inc., a Massachusetts corporation (“Teradyne”).  Under the terms of the Asset Purchase Agreement, Amphenol will purchase substantially all of the assets and assume certain of the liabilities of Teradyne’s backplane and connection systems business segment (“TCS”), including the stock of certain of its operating subsidiaries for U.S. $390,000,000, subject to a post-closing net asset value adjustment.

 

Consummation of the transaction is subject to various customary conditions, including receipt of required governmental approvals.  Amphenol will finance the purchase price for the acquisition of TCS through an increase in its revolving credit facilities.  The closing is expected to occur in the fourth quarter of 2005.

 

A copy of the Asset Purchase Agreement is included herein as Exhibit 2.1, and a copy of the press release issued by Amphenol dated October 10, 2005 announcing the execution of the Asset Purchase Agreement (the “Press Release”) is included herein as Exhibit 99.1.  Each of the Asset Purchase Agreement and the Press Release is incorporated herein by reference.  The representations and warranties in the Asset Purchase Agreement were made as of specific dates, are subject to important qualifications and limitations agreed to by Amphenol and Teradyne in connection with negotiating the terms of the Asset Purchase Agreement, and have been included in the Asset Purchase Agreement for the purpose of allocating risk between Amphenol and Teradyne rather than establishing matters as facts.  Accordingly, the Asset Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Asset Purchase Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. The foregoing description of the Asset Purchase Agreement and the description of the Asset Purchase Agreement in the Press Release is qualified in its entirety by reference to the full text of the Asset Purchase Agreement.

 

This Current Report on Form 8-K contains statements intended as “forward-looking statements” within the meaning of the Securities Exchange of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While Amphenol believes that such statements are reasonable, the actual results and effects, including with respect to  the acquisition of TCS, could differ materially from those currently anticipated.  Please refer to Part I, Item I of Amphenol’s Form 10-K for the year ended December 31, 2004 for some factors that could cause the actual results to differ from some estimates.  In providing forward-looking statements, Amphenol is not undertaking any duty or obligation to update these statements publicly or as a result of new information, future events or otherwise.

 

This excerpt taken from the APH 8-K filed Jul 20, 2005.

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 15, 2005, Amphenol Corporation (the “Company”) completed the refinancing of its senior credit facilities.  In connection with the refinancing, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and Bank of America, N.A. acting as the administrative agent.  The new senior credit facility consists of a $750 million unsecured five-year revolving credit facility, of which approximately $440 million was drawn at closing.  The net proceeds from the refinancing were used to repay all amounts outstanding under the Company’s previous senior secured credit facility and for working capital purposes.

 

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 which is incorporated herein by reference.

 

This excerpt taken from the APH 8-K filed Jan 6, 2005.

Item 1.01.  Entry into a Material Definitive Agreement.

 

Disclosure required by this item is incorporated by reference from item 5.02 below.

 

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