REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMPHENOL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-2785165
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
358 HALL AVENUE
WALLINGFORD, CONNECTICUT 06492
(Address of Principal Executive Office)
1997 OPTION PLAN
FOR KEY EMPLOYEES OF
AMPHENOL CORPORATION AND SUBSIDIARIES
(Full Title of the Plan)
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EDWARD C. WETMORE
GENERAL COUNSEL AND SECRETARY
AMPHENOL CORPORATION
358 HALL AVENUE
WALLINGFORD, CONNECTICUT 06492
(203) 265-8900
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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WITH COPIES TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (a) OFFERING PRICE (a) FEE (a)
Common Stock, $.001 par value per share 1,200,000 $26.00 $31,200,000 $9,454.55
(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis of
the price at which common stock under the Plan will be sold, and the price
at which options under the Plan may be exercised.
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ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Amphenol Corporation (the "Company" or the
"Registrant") (File No. 1-10879) with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended by Amendment No. 1 thereto on Form 10-K/A.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated January 23, 1997,
May 9, 1997 and June 20, 1997.
(d) The Company's Registration Statement on Form S-4 dated April 15,
1997.
(e) The Company's Registration Statement on Form S-3 dated April 29,
1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
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 indicating that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein 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
The following description of the terms of the Common Stock is qualified in
its entirety by reference to the provisions in the Management Stockholder's
Agreement, filed as part of this Registration Statement as Exhibit 4.4.
Under the Amended and Restated Certificate of Incorporation, the Company is
authorized to issue 40 million shares of Common Stock and no other shares common
stock or preferred stock. As of September 1, 1997, there were approximately 17.5
million shares of Common Stock issued and outstanding. The following is a
summary of certain of the rights and privileges pertaining to Common Stock. For
a full description of Common Stock, reference is made to the Company's Amended
and Restated Certificate of Incorporation, incorporated by reference into this
Registration Statement as Exhibit 4.1 and to the Company's By-Laws, incorporated
by reference into this Registration Statement as Exhibit 4.2.
VOTING RIGHTS. Holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of stockholders. Approval of matters brought
before the stockholders requires the affirmative vote of a majority of shares
present and voting, except as otherwise required by law and except that the vote
of 80% or more of outstanding shares entitled to vote is required to modify the
provisions of the Amended and Restated Certificate of Incorporation relating to
the election of directors for staggered terms, the total number of directors and
independent directors, removal of directors, and the provision
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requiring an 80% stockholder vote for certain actions. Director nominations may
be made by stockholders in accordance with the Company's By-Laws, as amended,
not less than 90 days in advance of the meeting at which the election is to
occur.
DIVIDEND RIGHTS. Holders of Common Stock are entitled to participate in
dividends as and when declared by the Board of Directors of the Company out of
funds legally available therefor. The Company's ability to pay cash dividends is
subject to certain restrictions.
LIQUIDATION RIGHTS. Subject to the rights of creditors and holders of
preferred stock, any holders of Common Stock are entitled to share ratably in a
distribution of assets of the Company upon any liquidation, dissolution or
winding-up of the Company.
DIRECTORS. The directors of the Company serve in three different classes of
approximately equal numbers, and the term of only one class expires at each
annual meeting. Before the expiration of their terms, directors of the Company
may be removed by the affirmative vote of the majority of the stockholders
entitled to vote for the election of directors but only for cause.
OTHER MATTERS. The Common Stock is subject to significant restrictions on
disposition pursuant to the provisions of the Option Plan, the Management
Stockholder's Agreement and the Stock Option Agreement, filed as part of this
Registration Statement as Exhibits 4.3, 4.4 and 4.5, respectively.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the Common Stock offered hereby are
being passed upon for the Company by Edward C. Wetmore, Esq.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for, among other things: (a) permissive indemnification for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by designated persons, including directors and officers of a
corporation, in the event such persons are parties to litigation other than
stockholder derivative actions if certain conditions are met; (b) permissive
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by designated persons, including directors and officers of a
corporation, in the event such persons are parties to stockholder derivative
actions if certain conditions are met; (c) mandatory indemnification for
expenses (including attorneys' fees) actually and reasonably incurred by
designated persons, including directors and officers of a corporation, in the
event such persons are successful on the merits or otherwise in defense of
litigation covered by (a) and (b) above; and (d) that the indemnification
provided for by Section 145 is not deemed exclusive of any other rights which
may be provided under any by-law, agreement, stockholder or disinterested
director vote, or otherwise.
Article Seventh of Amphenol's Restated Certificate of Incorporation provides
that, except as otherwise provided by the DGCL as the same exists or may
hereafter be amended, no director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. In addition, Article Eighth authorizes Amphenol to
indemnify any person entitled to be indemnified under law to the fullest extent
permitted by the DGCL.
Article IV, Section 8 of Amphenol's By-laws authorizes the Company to
purchase and maintain insurance for its directors and officers against any
liability asserted against them in their respective capacities. In addition, the
By-laws provide that expenses incurred by any director or officer in defending
any action may be paid by the Company in advance of the final disposition of
such action as determined by the Board of Directors.
The Company maintains officers' and directors' insurance covering certain
liabilities that may be incurred by officers and directors in the performance of
their duties.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to
the Form S-4 Registration Statement and incorporated herein by
reference).
4.2 By-laws of the Company.
4.3 1997 Option Plan for Key Employees of Amphenol Corporation and
Subsidiaries
4.4 Form of Management Stockholder's Agreement
4.5 Form of Non-Qualified Stock Option Agreement
4.6 Form of Sale Participation Agreement
4.7 Registration Rights Agreement, dated as of May 19, 1997, among NXS
Acquisition Corp.,
KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners II, L.P. and NXS
I, L.L.C.
5.1 Opinion of Edward C. Wetmore, Esq.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Edward C. Wetmore, Esq. (included in Exhibit 5.1 of this
Registration Statement)
24.1 Power of Attorney (included in Part II of this Registration Statement)
ITEM 9. UNDERTAKINGS
(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 Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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 the
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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table 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.
(2) That, for the purposes of determining any liability under the 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.
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(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) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 the 18th day of
September 1997.
AMPHENOL CORPORATION
BY /S/ MARTIN H. LOEFFLER
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Martin H. Loeffler
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 18th day of September 1997 by the
following persons in the capacities indicated:
POWER OF ATTORNEY
We, the undersigned directors and officers of Amphenol Corporation, do
hereby constitute and appoint Martin H. Loeffler, Edward G. Jepsen and Edward C.
Wetmore, or either of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Corporation to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto and we do hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
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/s/ MARTIN H. LOEFFLER Chairman of the Board of
---------------------------- Directors, President and September 18, 1997
Martin H. Loeffler Chief Executive Officer
Executive Vice President
/s/ EDWARD G. JEPSEN and Chief Financial
---------------------------- Officer (Principal September 18, 1997
Edward G. Jepsen Financial and Accounting
Officer)
/s/ HENRY R. KRAVIS Director
---------------------------- September 18, 1997
Henry R. Kravis
/s/ GEORGE R. ROBERTS Director
---------------------------- September 18, 1997
George R. Roberts
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SIGNATURE TITLE DATE
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/s/ MICHAEL W. MICHELSON Director
---------------------------- September 18, 1997
Michael W. Michelson
/s/ MARC S. LIPSCHULTZ Director
---------------------------- September 18, 1997
Marc S. Lipschultz
/s/ ANDREW M. CLARKSON Director
---------------------------- September 18, 1997
Andrew M. Clarkson
/s/ G. ROBERT DURHAM Director
---------------------------- September 18, 1997
G. Robert Durham
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Form S-4
Registration Statement and incorporated herein by reference).
4.2 By-Laws of the Company (filed as Exhibit 3.2 to the 1997 10-Q dated June 30, 1997).
4.3 1997 Option Plan for Key Employees of Amphenol Corporation and Subsidiaries (filed as Exhibit 10.16 to
the 1997 10-Q dated June 30, 1997).
4.4 Form of Management Stockholder's Agreement
4.5 Form of Non-Qualified Stock Option Agreement
4.6 Form of Sale Participation Agreement
4.7 Registration Rights Agreement, dated as of May 19, 1997, among NXS Acquisition Corp., KKR 1996 Fund
L.P., NXS Associates L.P., KKR Partners II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule
13D, Amendment No.1, relating to the beneficial ownership of shares of the Company's Common Stock by NXS
I, L.L.C., KKR 1996 Fund, L.P., KKR Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR
Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and KKR-NXS L.L.C. dated May 27, 1997)
5.1 Opinion of Edward C. Wetmore, Esq.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Edward C. Wetmore, Esq. (included in Exhibit 5.1 of this Registration Statement)
24.1 Power of Attorney (included in Part II of this Registration Statement)