FILE NO. 33-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2297459
(State or other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification No.)
ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
(Address of Principal Executive Offices)
(603) 778-9700
(Registrant's Telephone Number)
TYCO INTERNATIONAL LTD.
1984 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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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)
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CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE AGGREGATE AMOUNT OF
TO AMOUNT TO BE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.50
par value........... 500,000 $50.00(2) $25,000,000 $ 8,621
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
restricted stock ownership plan in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation or other
similar event.
(2) This estimate is made pursuant to Rule 457(h)(1) of the Securities Act of
1933, as amended (the "Securities Act"), solely for the purposes of
determining the aggregate offering price and the registration fee and is
based upon the average of the high and low prices for Common Stock as
reported on the New York Stock Exchange on February 22, 1995.
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<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 in (a) through (g) below, which have previously been filed with
the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994;
(b) The description of the shares of Common Stock of the Company which is
contained in a Registration Statement filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1994, and December 31, 1994; The Company's Quarterly Report on
Form 10-Q/A for the quarter ended December 31, 1994;
(d) The Company's Current Report on Form 8-K, dated July 26, 1994;
(e) The Company's Current Report on Form 8-K, dated August 17, 1994, and the
Company's Current Report on Form 8-K/A, dated September 19, 1994;
(f) The Company's Current Report on Form 8-K, dated October 28, 1994, and
the Company's Current Reports on Form 8-K/A, dated November 1, 1994, November 2,
1994 and November 3, 1994; and
(g) The Company's Current Report on Form 8-K, dated January 10, 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.
Not Applicable.
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
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<PAGE>
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.
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.
<TABLE><CAPTION>
EXHIBIT
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<C> <S>
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].
10.1 --Tyco International Ltd. 1984 Employee Stock Purchase Plan.
23.1(a) --Consent of Coopers & Lybrand L.L.P.
23.1(b) --Consent of Price Waterhouse LLP.
24 --Powers of Attorney (included in Part II of this Registration Statement).
</TABLE>
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<PAGE>
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;
(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;
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
Exchange Act that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities
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 Securities
Act and will be governed by the final adjudication of such issue.
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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 28th day of
February, 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 BELOW BY THE FOLLOWING PERSONS ON
FEBRUARY 28, 1995 IN THE CAPACITIES INDICATED BELOW.
<TABLE>
<S> <C>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board, Chief Executive Officer
........................................... 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/ ALBERTO CRIBIORE Director
...........................................
Alberto Cribiore
/s/ JOHN F. FORT Director
...........................................
John F. Fort
/s/ STEPHEN W. FOSS Director
...........................................
Stephen W. Foss
/s/ PHILIP M. HAMPTON Director
...........................................
Philip M. Hampton
/s/ RICHARD A. GILLELAND Senior Vice President and Director
...........................................
Richard A. Gilleland
/s/ PAUL S. LEVY Director
...........................................
Paul S. Levy
/s/ MARK H. SWARTZ Vice President-Chief Financial Officer
...........................................
Mark H. Swartz
/s/ FRANK E. WALSH, JR. Director
...........................................
Frank E. Walsh, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE><CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
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]
10.1 --Tyco International Ltd. 1984 Employee Stock Purchase Plan
23.1(a) --Consent of Coopers & Lybrand L.L.P.
23.1(b) --Consent of Price Waterhouse LLP
24 --Powers of Attorney (included in Part II of this Registration Statement)
</TABLE>
EXHIBIT 10.1
TYCO INTERNATIONAL LTD.
1984
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1
PURPOSE
The Tyco International Ltd. 1984 Employee Stock Purchase Plan (the "Plan")
is created for the purpose of encouraging stock ownership by officers and
employees of Tyco International Ltd. and its subsidiaries (the "Company") so
that they may share in the growth of the Company by acquiring or increasing
their proprietary interest in the Company.
ARTICLE 2
ADMINISTRATION OF THE PLAN
The Plan may be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Board of Directors shall
determine the number of members of the Committee and from time to time, may add
to or remove members from the Committee. The Committee may select one of its
members as Chairperson, and may hold meetings at such times and places as it may
determine. Acts by a majority of the Committee, or acts approved in writing by a
majority of the Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provision of the
Plan shall be final unless otherwise determined by the Board of Directors. The
Committee may adopt, from time to time, such rules and regulations as it deems
appropriate for carrying out the Plan. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan.
In the event the Board of Directors fails to appoint or refrains from
appointing a Committee, the Board of Directors shall have the power and
authority to administer the Plan. In such event, the term "Committee" wherever
used herein shall be deemed to mean the Board of Directors.
ARTICLE 3
ELIGIBLE EMPLOYEES
The Company will from time to time determine which of its employees
(including employees of its subsidiaries and divisions) will be eligible to
participate in the Plan. All officers who are employees of the Company will be
eligible to participate in the Plan.
ARTICLE 4
SHARES TO BE PURCHASED
The stock subject to purchase under the Plan is 500,000 Shares (subject to
adjustment in the event of stock splits, stock dividends, recapitalization or
similar adjustment in the Company's common stock) of the common stock, $.50 par
value, of the Company (the "Shares") which will be purchased on the open market.
ARTICLE 5
PAYROLL DEDUCTIONS
Eligible employees, upon entering the Plan, shall authorize payroll
deductions to be made for the purchase of Shares. The minimum amount which an
employee may authorize as a payroll deduction will be set from time to time by
the Company. The maximum deduction shall not exceed an employee's base monthly
salary (exclusive of overtime and net of withholding and other deductions). The
employee may authorize increases or decreases in the amount of payroll
deductions at the commencement of the six month period beginning March 30 or
September 30. In order to effect such a change in the amount of the payroll
deductions, the Company must receive notice of such change 10 days prior to the
commencement of the relevant six month period. The Company will accumulate and
hold for the employee's account the amounts deducted from his pay. No interest
shall be paid on such amounts.
<PAGE>
ARTICLE 6
EMPLOYER CONTRIBUTION
The Company shall contribute to the Plan on a monthly basis an amount equal
to 9.9% of the employee's payroll deduction for that month. A month for the
purpose of this Plan shall begin on the 17th day of any calendar month and
continue until the 16th day of the succeeding calendar month. The Committee,
from time to time, may increase or decrease the percentage of the Company's
contribution to the employee's payroll deduction. The Company will pay all
commissions relating to the purchase of Shares under the Plan and the Company
will pay all administrative costs associated with the implementation and the
operation of the Plan.
ARTICLE 7
AUTHORIZATION FOR ENTERING THE PLAN
An eligible employee may enter the Plan by completing, signing and
delivering to the Company an authorization form provided by the Company. Such
authorization will take effect as of the next practicable payroll period. Unless
an employee authorizes changes to his payroll deductions in accordance with
Article 5 or withdraws from the Plan, his deductions under the latest
authorization on file with the Company shall continue from one payment period to
the succeeding payment period as long as the Plan remains in effect.
ARTICLE 8
PURCHASE OF SHARES
All Shares purchased under the Plan shall be purchased on the open market by
a broker designated from time to time by the Committee. On a monthly basis, as
soon as practicable following the 15th day of each month, the Company shall
remit the total of the employee and Company contributions to the broker for the
purchase of the Shares. The broker will then execute the purchase orders on
account of each individual participant and allocate Shares (or fractions
thereof) to each participant's individual account. In the event the purchase of
the Shares takes place over a number of days and at difference prices, then each
participant's allocation shall be adjusted on the basis of the average price per
share over such period. Employees may designate that the amounts deducted be
used to purchase Shares in the name of any third party they designate. Upon the
employee's authorization, separate accounts will be established in the name of
such third parties.
ARTICLE 9
ISSUANCE OF SHARES
The Shares purchased under the Plan shall be held by the broker or its
nominee. Participating employees and designated third parties shall receive
quarterly statements which will evidence all activity in the accounts that have
been established on their behalf. Such statements will be issued by the broker.
In the event a participating employee or designated third party wishes to hold
certificates in his/her own name, the employee or such third party must instruct
the broker independently and bear the costs associated with the issuance of such
certificates and pay to the broker, in addition, a small fee for each
certificate so issued. Certificates for fractional Shares will not be issued.
Fractional Shares shall be liquidated on a cash basis only in lieu of the
issuance of certificates for such fractional Shares upon the employee's
withdrawal.
ARTICLE 10
AUTOMATIC DIVIDEND REINVESTMENT
Any dividends paid to participating employees or designated third parties
for Shares purchased under the Plan and held by the broker shall be
automatically reinvested in the Shares of the Company on the date of the next
purchase of Shares under the Plan.
ARTICLE 11
SALE OF SHARES PURCHASED UNDER THE PLAN
Each participant may sell at any time all or any portion of the Shares
acquired under the Plan and held by the broker by notifying the broker who will
execute the sale on behalf of the employee or designated third party. The
employee or designated third party shall pay the broker's commission and any
other expenses incurred with regard to the sale of the Shares.
<PAGE>
All such sales of the Shares will be subject to compliance with any applicable
Federal or State securities, tax or other laws. ANY PARTICIPANT ASSUMES THE RISK
OF ANY FLUCTUATIONS IN THE MARKET PRICE OF THE SHARES.
ARTICLE 12
WITHDRAWAL FROM THE PLAN
A participating employee may withdraw from the Plan at any time prior to the
last business day of each payment period by delivering a notice of withdrawal to
the Company. In order to execute a sale of all or part of the Shares purchased
under the Plan and held by the broker, the employee or designated third party
must contact the broker directly. If the employee desires to withdraw from the
Plan by liquidating all or part of his shareholder interest, he shall receive
the proceeds from the sale thereof, minus the commission and other expenses on
such sale.
ARTICLE 13
NO TRANSFER OR ASSIGNMENT
Except for the right to designate third parties as beneficial owners of the
Shares purchased under the Plan, an employee's rights to purchase Shares under
the Plan through payroll deductions are his or hers alone and may not be
transferred or assigned to, or availed of, by any other person.
ARTICLE 14
TERMINATION OF EMPLOYEE RIGHTS
All of the employee's rights under the Plan will terminate when he ceases to
be an employee due to retirement, resignation, death, termination, or for any
other reason. A notice of withdrawal will be deemed to have been received from
an employee on the day his or her employment ceases, and all payroll deductions
not transferred to the broker will be refunded. If an employee's payroll
deductions are interrupted by any legal process, a withdrawal notice will be
deemed as having been received on the day the interruption occurs.
ARTICLE 15
TERMINATION AND AMENDMENT TO THE PLAN
The Plan may be terminated at any time by the Company's Board of Directors.
Upon such termination or any other termination of the Plan, all payroll
deductions not used to purchase Shares will be refunded. The Board of Directors
also reserves the right to amend the Plan from time to time in any respect.
EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of
(a) our report dated December 22, 1994 on our audit of the consolidated
financial statements of Tyco International Ltd. which report is included in
Form 8-K dated January 10, 1995 incorporated herein by reference.
(b) our report dated August 1, 1994 on our audit of the consolidated
financial statements of Tyco International Ltd. which report is included in
Form 10-K for the year ended June 30, 1994 incorporated herein by reference
in this Form S-8.
(c) our report dated August 1, 1994 on our audit of the consolidated
financial statements of Tyco International Ltd. for the year ended June 30,
1994 which report is included in Form 8-K dated August 17, 1994 and Form
8-K/A dated September 19, 1994 incorporated herein by reference.
(d) our report dated January 28, 1993 on our audit of the consolidated
financial statements of Kendall International, Inc. for the year ended
December 31, 1993, the six month periods ended December 31, 1992 and June
30, 1992 and the year ended December 31, 1991 which report is included in
Form 8-K dated October 28, 1994 and Forms 8-K/A dated November 1, 1994 and
November 2, 1994 incorporated herein by reference.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 27, 1995
EXHIBIT 23.1 (b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration on
Form S-8 of our reports dated August 3, 1993 appearing on pages 7 and 32 of the
Current Report on Form 8-K of Tyco International Ltd. dated January 10, 1995.
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 27, 1995
