File No. 33-
As filed with the Securities and Exchange Commission on December 8, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2297459
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
(Address of Principal Executive Offices)
603-778-9700
(Registrant's Telephone Number)
TYCO INTERNATIONAL LTD.
1994 RESTRICTED STOCK OWNERSHIP PLAN FOR KEY EMPLOYEES
(Full Title of the Plan)
-----------------------------
Mark H. Swartz
Vice President and Chief Financial Officer
TYCO INTERNATIONAL LTD.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(Name and Address of Agent for Service)
(603) 778-9700
(Telephone Number, Including Area Code, of Agent for Service)
-------------------------------------------------------------
Calculation of Registration Fee
<TABLE><CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered (1) Per Share (2) Price Fee
<C> <C> <C> <C> <C>
Common Stock,
$0.50 par value 1,227,164 $32.5625 $39,959,528 $13,779
</TABLE>
(1) Plus such additional number of shares as may be required pursuant
to the restricted stock plan in the event of a stock dividend, reverse
stock split, split-up, recapitalization or other similar event, or
forfeiture of restricted stock pursuant to the terms of the restricted
stock plan.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act solely for purposes of determining the amount of the
registration fee and is based upon the market value of outstanding
shares of the Company's common stock on December 4, 1995, utilizing the
average of the high and low sale prices on the New York Stock Exchange
on that date.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Tyco International Ltd. (the "Company") hereby incorporates by
reference the documents listed below, which have previously been filed with the
Securities and Exchange Commission:
The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995; and
The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the shares to be offered hereby will be passed upon for
the Company by M. Brian Moroze, General Counsel and Assistant Secretary of the
Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Articles of Organization of the Company provide that the
Company shall indemnify certain persons, including directors and officers,
against liabilities, amounts paid in settlement and professional fees and other
disbursements incurred by each such person in connection with any action, suit
or proceeding, civil or criminal, brought or threatened in or before any court,
tribunal, administrative or legislative body or agency in which he is involved
as a result of his serving or having served in such position or, at the request
of the Company, in certain positions of any other corporation in which the
Company owns shares or of which it is a creditor. No indemnification shall be
provided to an individual with respect to a matter as to which it shall have
been adjudicated that he did not act in good faith in the reasonable belief that
his action was in the best interests of the Company. In the event that any
action, suit or proceeding is compromised or settled so as to impose any
liabilities or obligation upon a person eligible for indemnification by the
Company, no indemnification shall be provided to him with respect to such matter
if the Company has obtained an opinion of its counsel that with respect to said
matter he did not act in good faith in the reasonable belief that his action was
in the best interests of the Company. The Restated Articles of Organization of
the Company further provide that nothing in them shall limit any lawful rights
to indemnification existing independently of them.
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a corporation may indemnify any director or officer
(among others) except as to any matter as to which he is adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation. Section 67 further provides
that a corporation has the power to purchase and maintain insurance policies on
behalf of any such officer or director against liability incurred by him in such
capacity or arising out of his status as such, whether or not the corporation
has the power to indemnify such officer or director against such liability.
<PAGE>
The Company maintains $35,000,000 of insurance to reimburse its
directors and officers for charges and expenses incurred by them for wrongful
acts claimed against them by reason of their being or having been directors or
officers of the Company or any Subsidiary thereof. Such insurance specifically
excludes reimbursement of any director or officer for any charge or expense
incurred in connection with various designated matters, including libel or
slander, illegally obtained personal profits, profits recovered by the Company
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
(a) The following is a complete list of exhibits filed or incorporated
by reference as part of this registration statement.
Exhibit
-------
3.1 Restated Articles of Organization, as amended [incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1987].
3.2 Articles of Amendment dated November 9, 1993, effective
November 10, 1993 [incorporated by reference to Exhibit 3 to
the Company's Current Report on Form 8-K filed on November
12, 1993].
3.3 By-laws [incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K filed on August 17, 1990].
5.1 Opinion of M. Brian Moroze, General Counsel and Assistant
Secretary, as to the legality of the securities being
registered.
10.1 Tyco International Ltd. 1994 Restricted Stock Ownership Plan
for Key Employees.
23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto).
23.1(b) Consent of Coopers & Lybrand L.L.P.
23.1(c) Consent of Price Waterhouse LLP
24 Powers of Attorney (included in Part II of this registration
statement).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
- -------- -------
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by the reference in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 8th day of
December, 1995.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
---------------------------------------
Mark H. Swartz
Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints L. DENNIS KOZLOWSKI and MARK H. SWARTZ, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and all
pre-effective and post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON DECEMBER 8,
1995 IN THE CAPACITIES INDICATED BELOW.
Chairman of the Board, Chief Executive Officer
/s/ L. Dennis Kozlowski and Director (Principal Executive Officer)
- -------------------------
L. Dennis Kozlowski
/s/ Joshua M. Berman Director
- -------------------------
Joshua M. Berman
/s/ Richard S. Bodman Director
- -------------------------
Richard S. Bodman
/s/ John F. Fort Director
- -------------------------
John F. Fort
/s/ Stephen W. Foss Director
- -------------------------
Stephen W. Foss
/s/ Richard A. Gilleland Director
- -------------------------
Richard A. Gilleland
/s/ Philip M. Hampton Director
- -------------------------
Philip M. Hampton
/s/ Mark H. Swartz Vice President - Chief Financial Officer
- -------------------------
Mark H. Swartz
/s/ Frank W. Walsh, Jr. Director
- -------------------------
Frank W. Walsh, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
3.1 Restated Articles of Organization, as amended
[incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1987].
3.2 Articles of Amendment dated November 9, 1993,
effective November 10, 1993 [incorporated by
reference to Exhibit 3 to the Company's Current
Report on Form 8-K filed on November 12, 1993].
3.3 By-laws [incorporated by reference to Exhibit 3 to
the Company's Current Report on Form 8-K filed on
August 17, 1990].
5.1 Opinion of M. Brian Moroze, General Counsel and
Assistant Secretary, as to the legality of the
securities being registered.
10.1 Tyco International Ltd. 1994 Restricted Stock
Ownership Plan for Key Employees
23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto).
23.1(b) Consent of Coopers & Lybrand L.L.P.
23.1(c) Consent of Price Waterhouse LLP
24 Powers of Attorney (included in Part II of this
registration statement).
EXHIBIT 5.1
December 8, 1995
Tyco International Ltd.
One Tyco Park
Exeter, New Hampshire 03833
Re: Tyco International Ltd. 1994 Restricted Stock Ownership Plan for Key
Employees
Dear Sirs:
I am General Counsel of Tyco International Ltd., a Massachusetts
corporation (the "Company"). I refer to the registration pursuant to the
Securities Act of 1933, as amended (the "Act"), of 1,227,164 shares of Common
Stock, par value $.50 per share (the "Shares"), of the Company which may be
issued under the Tyco International Ltd. 1994 Restricted Stock Ownership Plan
for Key Employees (the "Plan").
I have advised the Company in connection with the registration of the
Shares under the Act. I have examined the Plan; the Restated Articles of
Organization and the By-laws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as I deemed relevant; the
Registration Statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement"); and such other certificates, records and documents as
I considered necessary for the purposes of this opinion. I have also examined
and relied upon representations, statements or certificates of public officials
and officers and representations of the Company.
Based upon the foregoing, I am of the opinion that upon the issuance
and delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock. My opinion assumes that all
requisite steps will be taken to comply with the requirements of the Act and
applicable requirements of state laws regulating the offer and sale of
securities.
I am an attorney admitted to practice in the Commonwealth of
Massachusetts and the State of New York. I express no opinion concerning the
laws of any jurisdiction other than the laws of the United States of America,
the Commonwealth of Massachusetts, and the State of New York.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein. I am delivering this
opinion to the Company, and no other person other than the Company may rely on
it.
Very truly yours,
/s/ M. Brian Moroze
M. Brian Moroze
General Counsel and Assistant Secretary
EXHIBIT 10.1
TYCO INTERNATIONAL LTD.
----------------------
1994 RESTRICTED STOCK OWNERSHIP PLAN
------------------------------------
FOR KEY EMPLOYEES
-----------------
1. PURPOSE
-------
The purpose of the 1994 Restricted Stock Ownership Plan for Key
Employees (the "Plan") is to attract and retain outstanding individuals as
employees of Tyco International Ltd. (the "Company") and its subsidiaries, to
encourage stock ownership on favorable terms, and to reward those who have
contributed to past success and those who are expected to make substantial
contributions in the future to the successful management and growth of the
Company.
2. ADMINISTRATION
--------------
The Plan will be administered by the Compensation Committee or such
other committee appointed by the Board of Directors from time to time and
consisting of three or more members of the Board of Directors (the "Committee").
None of the members of the Committee shall be eligible to participate in the
Plan during such membership. Each member of the Committee shall be a
"disinterested person" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under the Securities Exchange Act of 1934, as amended (the "Act").
The interpretation and construction by the Committee of any provisions
of the Plan, of any agreement entered into pursuant to Section 6(f) hereof, or
of other matters related to the Plan shall be final, unless otherwise determined
by the Board of Directors. A majority of the members of the Committee qualified
to act on any question may act by meeting or by a writing signed without a
meeting, and may execute any instrument or document required, or delegate to one
of its members authority to execute any such instrument or document. The
Committee may adopt, from time to time, such rules and regulations as it
considers desirable for the administration of the Plan. No member of the
Committee or the Board of Directors shall be liable for any
<PAGE>
action or determination made in good faith with respect to the Plan and the
administration of the Plan.
The Committee shall have the power and authority to determine whether,
to what extent, and under what circumstances, Common Stock and other amounts
payable with respect to a Restricted Stock Award shall be deferred either
automatically or at the election of the Participant and whether and to what
extent the Company shall pay or credit amounts constituting dividends or deemed
dividends on such deferrals.
3. PARTICIPANTS
------------
Participants in the Plan (each a "Participant") will be comprised of
such officers or other key employees of the Company and its subsidiaries as the
Committee may designate from time to time. The Committee's selection of a
Participant in any year shall not preclude such Participant's participation in
any other year and shall not require selection of such Participant to
participate in any other year or, if so selected, entitle such Participant to
receive the same type or amount of award as in any other year or as may be
received by any other Participant in any year.
The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of awards,
including, without limitation:
(i) the financial condition of the Company;
(ii) the anticipated profits for the current and
future years;
(iii) the contributions of a Participant to the
profitability of the Company; and
(iv) the adequacy of other compensation of a
Participant.
<PAGE>
4. SHARES
------
The total number of shares of Common Stock, par value $.50 per share
("Common Stock"), that will be reserved for issuance under the Plan will consist
of an initial amount of 468,542 shares to which will be added at the beginning
of each fiscal year during any part of which the Plan is effective, one-half of
one percent (0.5%) of the total outstanding shares of Common Stock as of the
first day of such year; provided however, that the aggregate number of shares
which may be issued to any one Participant under the Plan shall not exceed 50%
of the aggregate number of shares available under the Plan.
In the event of a change in the number of outstanding shares
of Common Stock of the Company without new consideration to the Company (such as
by a stock split or stock dividend), or in the event of any recapitalization,
reorganization, merger or consolidation of the Company, subject to Section 6(d)
of this Plan, the Committee shall adjust shares available under the Plan and
shall amend the terms and conditions of outstanding awards as it may deem
appropriate to reflect any such change.
If there is a termination or cancellation of any award prior to the
expiration of the specific restricted period, such shares may again be used for
new awards under the Plan.
5. TYPE OF GRANT
-------------
Grants under the Plan shall be in the form of Restricted Stock Awards.
6. RESTRICTED STOCK AWARDS
-----------------------
Restricted Stock Awards will consist of Common Stock transferred to
Participants for their services to the Company without other payment. Restricted
Stock Awards will be subject to such terms and conditions as the Committee may
determine, including, without limitation, restrictions if any, on the sale or
other disposition of shares subject to such
<PAGE>
Restricted Stock Awards and requirements for the transfer of such shares subject
to such Restricted Stock Awards to the Company upon the termination of
employment of the Participant within specified periods and/or prior to the
attainment of certain specified goals. Shares as to which the restrictions on
sale or other disposition and the requirements for the transfer upon the
termination of employment have lapsed are hereinafter referred to as "Free
Shares." Shares as to which the restrictions on sale or other disposition or the
requirements for the transfer upon the termination of employment have not lapsed
are hereinafter referred to as "Restricted Shares."
(a) ISSUANCE OF SHARES
------------------
Shares of Common Stock acquired pursuant to a Restricted Stock Award
will be issued subject to the terms, conditions and restrictions specified in
the Plan and to such other terms, conditions and restrictions as the Committee
or Board of Directors may provide. Stock certificates issued subject to
restrictions shall bear a legend indicating the nature of such restrictions.
(b) DISPOSITION
-----------
Shares of Common Stock acquired pursuant to a Restricted Stock Award
shall not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated until the restrictions with respect to such shares
have lapsed. No right or benefit under the Plan with respect to any Restricted
Shares shall in any manner be subject to the debts, contracts, liabilities, or
torts of the Participant entitled to such right or benefit. If any Participant
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge
or otherwise hypothecate any right or benefit under the Plan with respect to any
Restricted Shares, then such right or benefit shall, in the discretion of the
Committee, cease. In such event, the Company may hold or apply the same or any
part of such right or benefit for the benefit of the Participant, his or her
spouse, children or other dependents, or any of them, in such manner and in such
proportion as the Committee may deem proper.
<PAGE>
(c) TERMINATION OF EMPLOYMENT
-------------------------
In the event of a Participant's termination of employment with the
Company and its subsidiaries for any reason other than death or permanent
disability, any Restricted Shares shall be returned to the Company unless the
Committee otherwise specifically agrees in writing.
In the event of Participant's termination of employment with the
Company and its subsidiaries due to death or permanent disability, all
restrictions on the Restricted Shares which have not otherwise lapsed under the
Plan shall immediately lapse.
Permanent disability under the Plan shall occur when the Participant
has been unable to perform such Participant's duties for a period of six (6)
consecutive months and medical evidence satisfactory to the Committee has been
submitted which indicates that the Participant will be unable to resume such
Participant's duties.
(d) CHANGE IN CONTROL
-----------------
Upon the occurrence of a Change of Control as defined in this Section
6(d) then, notwithstanding any provision to the contrary in this Plan, (i) each
Restricted Stock Award shall continue in full force and effect in accordance
with its terms; provided, however, that in connection with a Change in Control
as provided in Sections 6(d)(iii) and 6(d)(iv) below, if the Company is not the
surviving corporation in connection with such Change in Control, the surviving
corporation shall issue a new restricted stock award (a "New Restricted Stock
Award") providing that the Participant shall have the right to receive under the
New Restricted Stock Award, in lieu of each Restricted Share theretofore issued
under the Restricted Stock Award, the kind and amount of shares of stock, other
securities, money and property receivable in connection with such Change in
Control by a holder of one share of Common Stock of the Company and (ii) in the
event of termination of employment of a Participant for any reason within one
year after the occurrence of such Change in Control, any restrictions on the
Restricted Shares shall lapse.
<PAGE>
"Change of Control" shall mean the occurrence of any one of the
following events:
(i) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Act) becomes a
"beneficial owner" (as such term is defined in
Rule 13d-3 promulgated under the Act) (other than
the Company, any trustee or other fiduciary
holding securities under an employee benefit plan
of the Company, or any corporation owned,
directly or indirectly, by the stockholders of
the Company in substantially the same proportions
as their ownership of stock of the Company),
directly or indirectly, of securities of the
Company representing 50% or more of the combined
voting power of the Company's then outstanding
securities; or
(ii) persons who, as of the date this Plan is adopted
by the stockholders of the Company (the
"Effective Date"), constituted the Company's
Board of Directors (the "Incumbent Board") cease
for any reason, including without limitation as a
result of a tender offer, proxy contest, merger
or similar transaction, to constitute at least a
majority of the Board of Directors, provided that
any person becoming a director of the Company
subsequent to the Effective Date whose nomination
was approved by at least a majority of the
directors then comprising the Incumbent Board
shall, for purposes of this Plan, be considered a
member of the Incumbent Board; or
(iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other
corporation or other entity, other than (a) a
merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
entity)
<PAGE>
more than 50% of the combined voting
power of the voting securities of the Company or
such surviving entity outstanding immediately
after such merger or consolidation or (b) a
merger or consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined
voting power of the Company's then outstanding
securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets.
(e) DIVIDENDS
---------
Unless otherwise determined by the Committee, dividends on Restricted
Stock Awards will be paid at the same time and in the same amount as dividends
paid to other Shareholders of Common Stock of the Company, regardless of whether
the shares are free or restricted.
(f) WRITTEN AGREEMENT
-----------------
Each award shall be evidenced by a written agreement executed by the
Participant and the Company, which shall contain the terms and conditions upon
which the award shall have been granted.
7. NOTICE OF ELECTION UNDER SECTION 83(b)
-------------------------------------
Each Participant making an election under Section 83(b) of the Internal
Revenue Code of 1986 as amended, and the Regulations and Rulings promulgated
thereunder, will provide a copy thereof to the Company within 30 days of the
filing of such election with the Internal Revenue Service.
<PAGE>
8. AMENDMENTS TO THE PLAN
----------------------
The Board of Directors of the Company may at any time terminate, or
from time to time modify or suspend, the Plan, provided that no such
modification without the approval of the shareholders of the Company shall:
(a) materially increase the maximum number of shares which may be
issued under the Plan in the aggregate (except as permitted by Section
4); or (b) materially increase the benefits accruing to Participants
under the Plan; or (c) materially modify the requirements as to
eligibility for participation in the Plan.
No modification or termination shall adversely affect the terms and
conditions of outstanding awards of a Participant without his written consent
except that the Plan may be amended without the consent of a Participant in
order to conform to restrictions or limitations imposed by the Federal
Securities Laws.
9. SUCCESSORS AND ASSIGNS
----------------------
The provisions of the Plan shall be binding upon all successors and
assigns of any Participant acquiring shares under the Plan, including, without
limitation, any receiver, trustee in bankruptcy or representative of the
creditors of any such Participant.
10. EFFECTIVE DATE
--------------
The Plan shall be effective when adopted by the holders of a majority
of the shares of Common Stock present or represented and entitled to vote at a
meeting of shareholders where a quorum is present and will be in effect until
November 15, 2004; provided, however, that except as otherwise prohibited by
law, awards may be made prior to adoption by shareholders, and awards made on or
before the Termination Date will remain in effect according to their original
terms after the termination of the Plan.
<PAGE>
11. TAXES
-----
(a) PAYMENT BY PARTICIPANT
----------------------
Each Participant shall, no later than the date as of which the value of
a Restricted Stock Award or of any Common Stock or other amounts received
thereunder first becomes includable in the gross income of the Participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.
(b) PAYMENT IN SHARES
-----------------
A Participant may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Common Stock to be issued pursuant to any Restricted Stock Award a
number of shares with an aggregate Fair Market Value (as defined below) (as of
the date the withholding is effected) that would satisfy the withholding amount
due, or (ii) transferring to the Company shares of Common Stock owned by the
Participant with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due. With respect to any
Participant who is subject to Section 16 of the Act, the following additional
restrictions shall apply:
(i) the election to satisfy tax withholding obligations
relating to a Restricted Stock Award in the manner
permitted by this Section 11(b) shall be made either
(1) during the period beginning on the third business
day following the date of release of quarterly or
annual summary statements of sales and earnings of
the Company and ending on the twelfth business day
following such date, or (2) at least six months prior
to the date as of which the receipt of such a
<PAGE>
Restricted Stock Award first becomes a taxable event
for Federal income tax purposes;
(ii) such election shall be irrevocable;
(iii) such election shall be subject to the consent or
disapproval of the Committee; and
(iv) the Common Stock withheld to satisfy tax withholding,
if granted at the discretion of the Committee, must
pertain to a Restricted Stock Award which has been
held by the Participant for at least six months from
the date of grant of the Restricted Stock Award.
"Fair Market Value" will be determined by utilizing the closing share
price for the Common Stock on the New York Stock Exchange in the Wall Street
Journal as of the date that the applicable shares vest.
12. EMPLOYMENT AND OTHER PLANS
--------------------------
A Participant's right, if any, to continue in the employment of the
Company shall not be enlarged or otherwise affected by the Plan, his designation
as a Participant in the Plan, or the receipt of an award under the Plan.
This Plan shall not affect any other compensation program or plan nor
preclude the addition of any other forms of incentive or compensation for
Participants.
EXHIBIT 23.1(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Tyco International Ltd. on Form S-8 of our reports dated August 1,
1995 on our audit of the consolidated financial statements and financial
statement schedule of Tyco International Ltd. as of and for the years ended
June 30, 1995 and 1994.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 8, 1995
EXHIBIT 23.1(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated August 3, 1993 appearing
on pages 20 and S-2 of Tyco International Ltd.'s Annual Report on Form 10-K for
the year ended June 30, 1995.
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 8, 1995
