-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTwcSO2tIPKPjslW+Y4d+Ut2FfTGzUvQqE8SghrM5JG+Bo2fqQt6v2xITXYqtnMy J6tpDTkZPno10NY8gFEO6Q== 0000912057-00-020347.txt : 20000501 0000912057-00-020347.hdr.sgml : 20000501 ACCESSION NUMBER: 0000912057-00-020347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000424 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMPHENOL CORP /DE/ CENTRAL INDEX KEY: 0000820313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 222785165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10879 FILM NUMBER: 612724 BUSINESS ADDRESS: STREET 1: 358 HALL AVE CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2032658900 8-K 1 8-K 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) 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)
Registrant's telephone number, including area code: (203) 265-8900 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 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 - -------------------- ------------------------ Edward G. Jepsen Executive Vice President and Chief Financial Officer EX-3.1 2 EXHIBIT 3.1 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: 2 (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. 3 (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. 4 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 ------------------------------------ Name: Edward J. Jepsen Title: Executive Vice President and Chief Financial Officer ATTEST: /s/ Edward C. Wetmore ------------------------------- Name: Edward C. Wetmore Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----