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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):
April 24, 2000
AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)
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<S> <C> <C>
Delaware 1 10879 22-2785165
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
358 Hall Avenue 06492
Wallingford, Connecticut (Zip Code)
(Address principal
executive offices)
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Registrant's telephone number, including area code: (203) 265-8900
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Item 5. Amended and Restated Certificate of Incorporation and Stock Split
On April 24, 2000, the Registrant effected a 2-for-1 stock split of its
Class A Common Stock for stockholders of record as of March 23, 2000. The
additional shares were distributed on April 24, 2000 and settlement of trading
in the shares at the post-split price began on April 26, 2000.
In connection with the 2-for-1 stock split, the Registrant effected a
consent solicitation of its stockholders of record as of March 23, 2000 for
the adoption of an amendment to the Registrant's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
Class A Common Stock from 40,000,000 to 100,000,000.
The amendment to the Registrant's Amended and Restated Certificate of
Incorporation was approved on April 21, 2000 and an Amended and Restated
Certificate of Incorporation was filed with the Secretary of State of
Delaware on April 24, 2000.
Item 7. Exhibits
3.1 Amended and Restated Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMPHENOL CORPORATION
Date: April 28, 2000 By: /s/ Edward G. Jepsen
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Edward G. Jepsen
Executive Vice President
and Chief Financial Officer
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Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMPHENOL CORPORATION
This Amended and Restated Certificate of Incorporation of
Amphenol Corporation (hereinafter the "Corporation") has been amended and
restated in its entirety and has been duly adopted in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware. The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on December 19,
1986 and amended on June 14, 1991, November 15, 1991 and May 19, 1997.
FIRST: The name of the Corporation is Amphenol Corporation.
SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock that the
Corporation is authorized to issue is 100,000,000 shares of
Class A Common Stock, par value $.001 each.
FIFTH: The Board of Directors of the Corporation, acting by
majority vote, may alter, amend or repeal the By-Laws of the
Corporation.
SIXTH: For the management of the business and for the
conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:
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(1) The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be three or
more as from time to time fixed by, or in the manner provided
in, the By-Laws of the Corporation. At all times after December
1, 1987, not less than two directors of the Corporation shall be
persons who are not officers or employees of the Corporation or
any affiliate of the Corporation and are not members of the
immediate family of, controlled by, or under common control with
any such officer or employee. Election of directors need not be
by written ballot unless the By-Laws so provide.
(4) The directors shall be classified, with respect to the time
for which they severally hold office, into three classes, as
nearly equal in number as possible, one class to hold office
initially for a term expiring at the annual meeting of
stockholders to be held in 1992, another class to hold office
initially for a term expiring at the annual meeting of
stockholders to be held in 1993, and another class to hold
office initially for a term expiring at the annual meeting of
stockholders to be held in 1994, with the members of each class
to hold office until their successors are elected and qualified.
At each annual meeting of the stockholders of the Corporation
following the adoption of this Restated Certificate of
Incorporation, the successors to the class of directors whose
term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
(5) Subject to the rights of the holders of any class or series
of capital stock having preference over the Common Stock as to
dividends or to elect directors under specified circumstances,
any director, or the entire Board of Directors, may be removed
from office at any time by the affirmative vote of the majority
of the stockholders entitled to vote for the election of
directors but only for cause.
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(6) The affirmative vote of the holders of at least 80 percent
of the combined voting power of all the then-outstanding shares
of the Corporation entitled to vote in the election of
directors, voting together as a single class, shall be required
to alter, amend or repeal paragraphs (3), (4), (5) or (6) of
this Article SIXTH, or any provision thereof.
(7) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the DGCL, this Restated
Certificate of Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of
the directors which would have been valid if such By-Laws had
not been adopted.
SEVENTH: Except as otherwise provided by the Delaware
General Corporation Law 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. Any repeal
or modification of this Article SEVENTH by the stockholders of
the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time
of such repeal or modification.
EIGHTH: To the fullest extent permitted by the Delaware
General Corporation Law, the Corporation shall indemnify any
current or former director or officer of the Corporation and
may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against
all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding
brought by or in the right of the Corporation or otherwise, to
which he was or is a party by reason of his current or former
position with the Corporation or by reason of the fact that he
is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise.
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IN WITNESS WHEREOF, Amphenol Corporation has caused this
Amended and Restated Certificate of Incorporation to be signed
by its duly authorized officers, this 24th day of April, 2000.
AMPHENOL CORPORATION
By /s/ Edward J. Jepsen
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Name: Edward J. Jepsen
Title: Executive Vice President
and Chief Financial Officer
ATTEST:
/s/ Edward C. Wetmore
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Name: Edward C. Wetmore
Title: Secretary
