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EX-99.1 - EX-99.1 - AMPHENOL CORP /DE/a15-2866_1ex99d1.htm





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) January 21, 2015



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


358 Hall Avenue, Wallingford, Connecticut



(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:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition


On January 21, 2015, Amphenol Corporation (“the Company”) issued a press release setting forth the Company’s 2014 fourth quarter earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 8.01 Other Events.


On January 21, 2015, the Company issued a press release announcing that its Board of Directors authorized a two year common stock repurchase program (the “Program”) effective January 21, 2015 to repurchase up to 10,000,000 shares.  A copy of the press release announcing the approval of the Program is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Statements in this Form 8-K which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2013, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.


Item 9.01 Financial Statements and Exhibits.


Exhibit 99.1       Press Release dated January 21, 2015






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.














/s/ Diana G. Reardon




Diana G. Reardon




Executive Vice President and Chief Financial Officer







Date: January 21, 2015