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): October 20, 2004
Amphenol Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10879 |
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22-2785165 |
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(State
or other jurisdiction of |
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(Commission File Number) |
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(IRS
Employer Identification |
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358 Hall Avenue |
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06492 |
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(Address of principal executive offices) |
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(Zip Code) |
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(203) 265-8900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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 October 20, 2004, Amphenol Corporation issued a press release setting forth Amphenol Corporation’s third quarter 2004 earnings. A copy of Amphenol Corporation’s press release is furnished as Exhibit 99.1 to this Report.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
On October 20, 2004, Amphenol Corporation issued a press release announcing that its Board of Directors approved an increase in the size of Amphenol Corporation’s open market stock repurchase program, originally approved in March 2004, from two million shares of common stock to five million shares of common stock. The Board of Directors has also approved an extension of the termination date of the program from December 31, 2005 to September 30, 2006. Approximately, four million shares of common stock remain available for purchase under this program. A copy of Amphenol Corporation’s press release is furnished as Exhibit 99.1 to this Report.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
99.1 Press Release, dated October 20, 2004, issued by Amphenol Corporation.
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SIGNATURES
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.
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Date: October 20, 2004 |
AMPHENOL CORPORATION |
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By: |
/s/ Diana G. Reardon |
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Name: |
Diana G. Reardon |
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Title: |
Senior Vice President and
Chief |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated October 20, 2004, issued by Amphenol Corporation. |
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