APH Amphenol Corp

UNITED STATES

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) August 29, 2014

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (203) 265-8900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

In August 2014, Amphenol Corporation (“Amphenol”) entered into a definitive agreement to acquire the Casco Automotive Group (“Casco”), a division of Cap-Con Automotive Technologies Ltd. (“Cap-Con”) for approximately $450 million (subject to post-closing working capital adjustments).  The sale is subject to certain regulatory approvals and other customary closing conditions and is expected to close prior to year end.

A copy of the press release issued by Amphenol dated August 29, 2014 announcing this transaction is included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1       Press Release dated August 29, 2014

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 29, 2014

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Exhibit 99.1

World Headquarters

358 Hall Avenue

P. O. Box 5030

Wallingford, CT 06492-7530

Telephone (203) 265-8900

FOR IMMEDIATE RELEASE

AMPHENOL CORPORATION TO ACQUIRE CASCO AUTOMOTIVE GROUP

Wallingford, Connecticut, August 29, 2014. Amphenol Corporation (NYSE:APH) announced today that it has entered into a definitive agreement to acquire the Casco Automotive Group (CASCO), a division of Cap-Con Automotive Technologies Ltd. (Cap-Con) for approximately $450 million (subject to customary closing adjustments).  Cap-Con is owned by a private investment fund managed by The Jordan Company II, L.P. and Cap-Con management.  The sale is subject to certain regulatory approvals and other customary closing conditions and is expected to close prior to year end.

Casco, headquartered in Bridgeport, Connecticut, is a supplier of highly engineered data connectivity, power, charging and sensor products to the worldwide automotive market, with annual sales of approximately $220 million.  Casco has facilities in the Americas, Europe and Asia and employs approximately 1,300 people worldwide.

“We are extremely pleased to announce this agreement to add Casco to the Amphenol family,” said R. Adam Norwitt, Amphenol’s President and CEO. “We believe that Casco’s product offerings are uniquely complementary to our existing offering and represent a significant long-term expansion opportunity driven by the expansion of electronics across a broad set of applications in the automotive market.  We look forward to working in partnership with Casco’s experienced management team to deliver additional high technology solutions to our customers.”

“Consistent with our acquisition strategy and assuming a continuation of current economic conditions, we expect the Casco acquisition to be accretive to earnings per share in the first year post acquisition.”

Amphenol will provide further information regarding the acquisition at its regularly scheduled quarterly earnings call to discuss Third Quarter earnings scheduled for October 22, 2014.

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas and coaxial and high-speed specialty cable.  Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors.  Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including:  Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.

Statements in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2013, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.