SEC Comment Letter for AMPHENOL (APH) — Apr 30, 2008
AMPHENOL CORP /DE/ (APH) (CIK 0000820313)
Date: April 30, 2008 · CIK: 0000820313 · Accession: 0000000000-08-022310
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 6010 April 30, 2008 Martin H. Loeffler Chairman and Chief Executive Officer Amphenol Corporation 358 Hall Avenue Wallingford, CT 06492
Re: Amphenol Corporation Form 10-K for the Fiscal Year Ended December 31, 2007 Filed February 26, 2008 File No. 1-10879
Dear Mr. Loeffler:
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 11. Executive Compensation, page 56
1. We note from your discussion under "Per formance Based Incentive Plans" on page 20 of the proxy statement that you have incorporated by reference into your Form 10-K that you have not disclosed the sp ecific targets to be achieved in order for your named executive officers to ear n their respective annual cash incentive payments under The 2007 Management Ince ntive Plan. Please provide such disclosure in your future filings, as app licable. To the extent you believe that disclosure of such information, on a histor ical basis, would result in competitive harm such that the information coul d be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please pr ovide us with a detailed explanation supporting your conclusion. To the extent that it is appropriate to omit specific targets or performance objectives, yo u are required to pr ovide appropriate
Martin H. Loeffler Amphenol Corporation April 30, 2008 Page 2
disclosure pursuant to Inst ruction 4 to Item 402(b) of Regulation S-K. Refer also to Question 3.04 of the Item 402 of Regulation S-K Interpretations available on our website at www.sec.gov . In discussing how difficult or likely it will be to achieve the target levels or other factors, you should provide as much detail as necessary without disclosing informati on that poses a reasonable risk of competitive harm.
2. It appears that your annual cash incentive awards s hould have been disclosed, pursuant to Item 402(d)(2)(iii) of Regulati on S-K, in your "Grants of Plan Based Awards in Fiscal Year 2007" table on page 28 of the proxy statement that you have incorporated by reference into your Form 10-K. Please provide such disclosure in your future filings, as applicable, or provide us with your analysis as to why such information should not have been included in that table.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Pl ease furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Martin H. Loeffler Amphenol Corporation April 30, 2008 Page 3
Please contact Staff Attorney Gabriel Eckstein at (202) 551-3 286 or me at (202) 551-3635 with any other questions.
Sincerely,
Timothy Buchmiller
Senior Attorney
Show Raw Text
Mail Stop 6010
April 30, 2008
Martin H. Loeffler
Chairman and Chief Executive Officer
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
Re: Amphenol Corporation
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 26, 2008
File No. 1-10879
Dear Mr. Loeffler:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 11. Executive Compensation, page 56
1. We note from your discussion under "Per formance Based Incentive Plans" on
page 20 of the proxy statement that you have incorporated by reference into your
Form 10-K that you have not disclosed the sp ecific targets to be achieved in order
for your named executive officers to ear n their respective annual cash incentive
payments under The 2007 Management Ince ntive Plan. Please provide such
disclosure in your future filings, as app licable. To the extent you believe that
disclosure of such information, on a histor ical basis, would result in competitive
harm such that the information coul d be excluded under Instruction 4 to
Item 402(b) of Regulation S-K, please pr ovide us with a detailed explanation
supporting your conclusion. To the extent that it is appropriate to omit specific
targets or performance objectives, yo u are required to pr ovide appropriate
Martin H. Loeffler
Amphenol Corporation
April 30, 2008 Page 2
disclosure pursuant to Inst ruction 4 to Item 402(b) of Regulation S-K. Refer also
to Question 3.04 of the Item 402 of Regulation S-K Interpretations available on
our website at www.sec.gov . In discussing how difficult or likely it will be to
achieve the target levels or other factors, you should provide as much detail as
necessary without disclosing informati on that poses a reasonable risk of
competitive harm.
2. It appears that your annual cash incentive awards s hould have been disclosed,
pursuant to Item 402(d)(2)(iii) of Regulati on S-K, in your "Grants of Plan Based
Awards in Fiscal Year 2007" table on page 28 of the proxy statement that you
have incorporated by reference into your Form 10-K. Please provide such
disclosure in your future filings, as applicable, or provide us with your analysis as to why such information should not have been included in that table.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Martin H. Loeffler
Amphenol Corporation
April 30, 2008 Page 3
Please contact Staff Attorney Gabriel Eckstein at (202) 551-3 286 or me at (202)
551-3635 with any other questions.
Sincerely,
Timothy Buchmiller
Senior Attorney