SEC Company Response from AMPHENOL (APH) — Jun 2, 2008
AMPHENOL CORP /DE/ (APH) (CIK 0000820313)
Date: June 2, 2008 · CIK: 0000820313 · Accession: 0001104659-08-037303
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 30, 2008, May 21, 2008
Letter
Division of Corporation Finance United States Securities and Exchange Commission Amphenol Corporation Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2007 Filed February 26, 2008 File No. 1-10879
Dear Mr. Buchmiller:
I am responding to your letter dated May 21, 2008, to Martin H. Loeffler, Chairman and Chief Executive Officer of Amphenol Corporation (“Amphenol” or the “Company”) relating to the above document. Your May 21, 2008 letter was a response to the Company’s May 13, 2008 letter, which was in turn a response to your comment letter dated April 30, 2008 to Mr. Loeffler.
For ease of reference, I have repeated the Staff’s comment in bold text preceeding the response.
Item 11. Executive Compensation, page 56
1. We note your response to our prior comment 2, however, we continue to believe that you should disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to indicate the threshold, target and maximum amounts as of the date of the initial grants. If you desire, you may revise the column heading as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007) available at http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm, and clarify in a footnote to the table in your future filings that the actual payout amounts are reflected in the Summary Compensation Table.
Response
The Company notes the Staff’s comment and will revise its disclosure in future filings, as applicable, to disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to
indicate the threshold, target and maximum amounts as of the date of the initial grants. The Company intends to revise the column heading of the third column of the table reading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” to read “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007), and, as applicable, to clarify in a footnote to the table in the Company’s future filings if the actual payout amounts are reflected in the Summary Compensation Table.
* * *
Should you have questions regarding the item addressed in this letter, please contact me at (203) 265-8634 or, in my absence, my colleague Stephen Dorrough at (203) 265-8639.
AMPHENOL CORPORATION
/s/ Edward C. Wetmore
Edward C. Wetmore
Vice President, Secretary and
General Counsel
cc:
Gabriel Eckstein, Staff Attorney, U.S. Securities and Exchange Commission
Members of the Amphenol Corporation Compensation Committee
M.H. Loeffler, Chairman of the Board and Chief Executive Officer
D.G. Reardon, Senior Vice President and Chief Financial Officer
S.B. Dorrough, Esq., Assistant General Counsel
Show Raw Text
CORRESP 1 filename1.htm Edward C. Wetmore Vice President, Secretary and General Counsel T 203 265 8634 F 203 265 8827 ewetmore@amphenol.com June 2, 2008 Mr. Timothy Buchmiller Senior Attorney Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Amphenol Corporation Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2007 Filed February 26, 2008 File No. 1-10879 Dear Mr. Buchmiller: I am responding to your letter dated May 21, 2008, to Martin H. Loeffler, Chairman and Chief Executive Officer of Amphenol Corporation (“Amphenol” or the “Company”) relating to the above document. Your May 21, 2008 letter was a response to the Company’s May 13, 2008 letter, which was in turn a response to your comment letter dated April 30, 2008 to Mr. Loeffler. For ease of reference, I have repeated the Staff’s comment in bold text preceeding the response. Item 11. Executive Compensation, page 56 1. We note your response to our prior comment 2, however, we continue to believe that you should disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to indicate the threshold, target and maximum amounts as of the date of the initial grants. If you desire, you may revise the column heading as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007) available at http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm, and clarify in a footnote to the table in your future filings that the actual payout amounts are reflected in the Summary Compensation Table. Response The Company notes the Staff’s comment and will revise its disclosure in future filings, as applicable, to disclose the information called for in columns (c) through (e) of Item 402(d)(iii) to indicate the threshold, target and maximum amounts as of the date of the initial grants. The Company intends to revise the column heading of the third column of the table reading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” to read “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” as described in Question 5.02 of Regulation S-K Item 402 Compliance and Disclosure Interpretations (August 8, 2007), and, as applicable, to clarify in a footnote to the table in the Company’s future filings if the actual payout amounts are reflected in the Summary Compensation Table. * * * Should you have questions regarding the item addressed in this letter, please contact me at (203) 265-8634 or, in my absence, my colleague Stephen Dorrough at (203) 265-8639. AMPHENOL CORPORATION /s/ Edward C. Wetmore Edward C. Wetmore Vice President, Secretary and General Counsel cc: Gabriel Eckstein, Staff Attorney, U.S. Securities and Exchange Commission Members of the Amphenol Corporation Compensation Committee M.H. Loeffler, Chairman of the Board and Chief Executive Officer D.G. Reardon, Senior Vice President and Chief Financial Officer S.B. Dorrough, Esq., Assistant General Counsel 2