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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

AMPHENOL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware 1-10879 22-2785165
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

 

358 Hall Avenue, Wallingford, Connecticut, 06492
(Address of Principal Executive Offices, and Zip Code)

 

(203) 265-8900
Registrant’s Telephone Number, Including Area Code
 
(Former Name or Former Address, if Changed Since Last Report)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered

Name of each exchange on which

each class is to be registered

3.375% Senior Notes due 2029 The New York Stock Exchange
3.875% Senior Notes due 2034 The New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box: ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-270605

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

 

 

 

Item 1. Description of Securities To Be Registered.

 

The securities to be registered hereunder are €600,000,000 aggregate principal amount of 3.375% Senior Notes due 2029 (the “2029 Notes”) and €500,000,000 aggregate principal amount of 3.875% Senior Notes due 2034 (the “2034 Notes” and together with the 2029 Notes, the “Notes”) issued by Amphenol Corporation, a Delaware corporation (the “Registrant”).

 

Descriptions of the general terms and provisions of the Notes are set forth under the caption “Description of Senior Debt Securities” in the prospectus dated March 2, 2026, included in the Registrant’s Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 (File No. 333-293923), and under the caption “Description of the Notes” in the prospectus supplement thereto dated May 5, 2026, which was filed with the SEC on May 7, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended and are incorporated by reference herein.

 

Item 2. Exhibits.

 

Exhibit

No.

   Description
4.1   Indenture, dated as of March 16, 2023, between the Registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference from Exhibit 4.1 to the Registrant’s Form S-3 filed on March 16, 2023, File No. 333-270605)
4.2   Officers’ Certificate, dated May 12, 2026, establishing the Notes pursuant to the Indenture (incorporated herein by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 12, 2026)
4.3   Form of Global Note for the 2029 Notes (incorporated herein by reference from Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on May 12, 2026).
4.4   Form of Global Note for the 2034 Notes (incorporated herein by reference from Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on May 12, 2026).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 12, 2026  
   
  AMPHENOL CORPORATION
     
  By: /s/ Craig A. Lampo
    Craig A. Lampo
    Executive Vice President and Chief Financial Officer