Edward C. Wetmore
Vice President, Secretary
and General Counsel
T 203 265 8634
F 203 265 8827
ewetmore@amphenol.com
June 2, 2008
Mr. Timothy Buchmiller
Senior Attorney
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: | Amphenol Corporation |
| Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2007 |
| Filed February 26, 2008 |
| File No. 1-10879 |
Dear Mr. Buchmiller:
I am responding to your letter dated May 21, 2008, to Martin H. Loeffler, Chairman and Chief Executive Officer of Amphenol Corporation (“Amphenol” or the “Company”) relating to the above document. Your May 21, 2008 letter was a response to the Company’s May 13, 2008 letter, which was in turn a response to your comment letter dated April 30, 2008 to Mr. Loeffler.
For ease of reference, I have repeated the Staff’s comment in bold text preceeding the response.
Item 11. Executive Compensation, page 56
1. We note your response to our prior comment 2, however, we continue to believe that you should disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to indicate the threshold, target and maximum amounts as of the date of the initial grants. If you desire, you may revise the column heading as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007) available at http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm, and clarify in a footnote to the table in your future filings that the actual payout amounts are reflected in the Summary Compensation Table.
Response
The Company notes the Staff’s comment and will revise its disclosure in future filings, as applicable, to disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to
indicate the threshold, target and maximum amounts as of the date of the initial grants. The Company intends to revise the column heading of the third column of the table reading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” to read “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007), and, as applicable, to clarify in a footnote to the table in the Company’s future filings if the actual payout amounts are reflected in the Summary Compensation Table.
* * *
Should you have questions regarding the item addressed in this letter, please contact me at (203) 265-8634 or, in my absence, my colleague Stephen Dorrough at (203) 265-8639.
AMPHENOL CORPORATION
/s/ Edward C. Wetmore |
|
Edward C. Wetmore | |
| |
Vice President, Secretary and | |
General Counsel | |
cc: | Gabriel Eckstein, Staff Attorney, U.S. Securities and Exchange Commission |
| Members of the Amphenol Corporation Compensation Committee |
| M.H. Loeffler, Chairman of the Board and Chief Executive Officer |
| D.G. Reardon, Senior Vice President and Chief Financial Officer |
| S.B. Dorrough, Esq., Assistant General Counsel |
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