File No. 33-
As filed with the Securities and Exchange Commission on December 8, 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 (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. 1995 STOCK OPTION 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
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered (1) Per Share Price Fee
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Common Stock, 3,013,250 $26.6962 (2) $ 80,442,359 $27,739
$0.50 par value 4,986,750 $32.5625 (3) $162,381,047 $55,993
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(1) Plus such additional number of shares as may be required pursuant
to the option plan in the event of a stock dividend, reverse stock
split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, (the "Securities Act") solely for the purpose
of determining the amount of the registration fee and is based upon the
weighted average price at which outstanding options may be exercised.
(3) 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.
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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 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. 1995 Stock Option Plan
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;
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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.
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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 8th day of
December, 1995.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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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
/s/ L. Dennis Kozlowski Officer and Director (Principal Executive
-------------------------------- Officer)
L. Dennis Kozlowski
/s/ Joshua M. Berman Director
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Joshua M. Berman
/s/ Richard S. Bodman Director
--------------------------------
Richard S. Bodman
/s/ John F. Fort Director
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John F. Fort
/s/ Stephen W. Foss Director
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Stephen W. Foss
/s/ Richard A. Gilleland Director
--------------------------------
Richard A. Gilleland
/s/ Philip M. Hampton Director
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Philip M. Hampton
/s/ Mark H. Swartz Vice President - Chief Financial Officer
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Mark H. Swartz
/s/ Frank W. Walsh, Jr. Director
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Frank W. Walsh, Jr.
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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. 1995 Stock Option Plan
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. 1995 Stock Option Plan
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 8,000,000 shares of Common
Stock, par value $.50 per share (the "Shares"), of the Company which may be
issued under the Tyco International Ltd. 1995 Stock Option Plan (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.
1995 STOCK OPTION PLAN
1. INTRODUCTION AND DEFINITIONS
1.1 THE PLAN
This 1995 Stock Option Plan establishes the right of and procedures for
TYCO INTERNATIONAL LTD. to grant stock options to its employees.
1.2 DEFINITIONS
Capitalized terms used in this Plan shall have the following meanings:
"Board." The "Board" shall mean the Board of Directors of Tyco
International Ltd.
"Code." "Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Common Stock." "Common Stock" shall mean the common stock, par value
$0.50 per share, of Tyco International Ltd.
"Company." The "Company" shall mean Tyco International Ltd.
"Exchange Act." "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
"Fair Market Value." The "Fair Market Value" of the Common Stock shall
be determined, as of any date, based upon the closing market price of the Common
Stock on the New York Stock Exchange on that date or, if no Common Stock is
traded on that date, the next preceding date on which Common Stock was traded.
"Optionee." "Optionee" shall have the meaning given to it in Section
2.4.
"Plan." "Plan" shall mean the Tyco International Ltd. 1995 Stock
Option Plan.
"Shares." The "Shares" shall mean the Common Stock reserved for
issuance under this Plan as further defined in Section 2.2.
2. GENERAL PROVISIONS
2.1 OBJECTIVES OF THE PLAN
The purpose of this Plan is to encourage ownership of Common Stock by
employees of the Company and any current or future subsidiary. This Plan is
intended to provide to
<PAGE>
employees an incentive and bonus for maximum effort in the successful operation
of the Company and is expected to benefit the Company's shareholders by
associating the interests of the Company's employees with those of its
shareholders and by enabling the Company to attract and retain personnel of the
best available talent through the opportunity to share, by the proprietary
interests created by this Plan, in the increased value of the Company's shares
to which such personnel have contributed. This Plan provides for the granting of
"Non-Qualified Stock Options," which options are not to be construed as
"Incentive Stock Options" as defined and governed by Section 422 of the Code.
This Plan sets forth provisions applicable to Non-Qualified Options only.
2.2 STOCK RESERVED FOR THIS PLAN
The Common Stock reserved for issue upon the exercise of options
granted under this Plan (the "Shares") will not exceed 4,000,000 shares of
Common Stock (as may be adjusted by the provisions of Section 2.10), which may
be either authorized and unissued shares or issued shares held in or hereafter
acquired by the Company as treasury shares. Shares subject to any option under
this Plan which are not exercised in full, or Shares as to which the right to
purchase is forfeited through default or otherwise, shall remain available for
other options under this Plan, provided that the aggregate number of Shares
subject to options under this Plan shall not exceed 4,000,000 Shares, unless the
Board approves an increase in said number.
2.3 ADMINISTRATION OF THIS PLAN
This Plan shall be administered by the Board. The Compensation
Committee of the Board consists of not less than three persons who will
administer the Plan in the name of the Board. Such committee shall have sole
discretion to determine the employees to be granted options under this Plan, to
determine (and modify) the size and applicable terms and conditions of grants to
be made to such employees, to determine a time when options will be granted, and
to authorize grants to eligible employees. The committee shall have full power
and authority to administer and interpret this Plan and to adopt, from time to
time, such guidelines, rules, regulations, agreements, and instruments for the
administration of this Plan as it deems necessary or advisable.
The Board's interpretations of this Plan, and all actions taken and
determinations made by the Board concerning any matter arising under or with
respect to this Plan or any options granted pursuant to this Plan, shall be
final, binding, and conclusive on all interested parties, including the Company,
its shareholders, and all former, present and future employees of the Company.
The Board may, as to all questions of accounting, rely conclusively upon any
determinations made by independent public accountants of the Company.
2.4 ELIGIBILITY; FACTS TO BE CONSIDERED IN GRANTING OPTIONS
An option may be granted to any full-time or part-time employee who, as
of the date the option is granted, is then an employee, provided that employees
who are subject to reporting under Section 16(a) of the Exchange Act are not
eligible to receive option grants. In its determination of an employee to whom
an option shall be granted ("Optionee") and the number of shares to be covered
by such option, the Board may also take into account any or all of the
<PAGE>
following factors: the salary and/or wages of the employee; the duties of the
employee; the present and potential contributions of the employee to the success
of the Company; the anticipated number of years of service remaining before the
attainment by the employee of the age of retirement; and other factors deemed
relevant by the Board in connection with accomplishing the purpose of this Plan.
An employee who has been granted an option to purchase Shares, whether under
this Plan or otherwise, may, if the Board shall so determine, be granted
additional options, provided that no employee may be granted options under this
Plan that in the aggregate would result in such employee receiving more than 5%
of the maximum number of Shares available for issuance under this Plan.
2.5 VESTING AND EXERCISABILITY OF OPTIONS
The Board shall have the authority to establish the time or times at
which the optioned Shares vest, the time or times at which the options are
exercisable and whether all of the options may be exercised at one time or in
increments, and to accelerate at any time the vesting or exercisability of
outstanding options.
2.6 RIGHTS OF OPTIONEE IN EVENT OF MERGER, CONSOLIDATION, TENDER
OFFER, TAKEOVER BID, SALE OF ASSETS OR DISSOLUTION
(a) Notwithstanding Section 2.5 hereof or anything else in
this Plan outside this Section 2.6 to the contrary, the Optionee may purchase
the full amount of optioned Shares for which options have been granted to the
Optionee and for which the options have not been exercised under the following
conditions:
(1) The Optionee may conditionally purchase any or
all optioned Shares during the period commencing twenty-seven (27) days and
ending (7) days prior to the scheduled effective date of a merger or
consolidation (as such effective date may be delayed from time to time) wherein
the Company is not to be the surviving corporation, which merger or
consolidation is not related to or affiliated with the Company;
(2) The Optionee may conditionally purchase any
or all optioned Shares during the period commencing on the initial date of a
tender offer or takeover bid for the outstanding shares of Common Stock (other
than a tender offer by the Company) and ending on the day preceding the
scheduled termination date of acceptance of tenders of shares by the offeror
under any such tender offer or takeover bid (as such termination date may be
extended by such offeror);
(3) The Optionee may conditionally purchase any or
all optioned Shares during the period commencing on the date the shareholders of
the Company approve a sale of substantially all the assets of the Company and
ending seven (7) days prior to the scheduled closing date of such sale (as such
closing date may be delayed from time to time); and
(4) The Optionee may conditionally purchase any or
all optioned Shares during the period commencing on the date the Company files
its Statement of Intent to Dissolve and ending thirty (30) days later but not in
any event later than the day before the Company files its Articles of
Dissolution.
<PAGE>
(b) If the merger, consolidation, tender offer, takeover bid,
sale of assets, or dissolution, as the case may be and as described in
subsections (1) through (4) of Section 2.6(a), once commenced, is canceled or
revoked, the conditional purchase of Shares for which the option to purchase
would not have otherwise been exercisable at the time of said cancellation or
revocation, but for the operation of this Section 2.6, shall be rescinded. With
respect to all other Shares conditionally purchased, the Optionee may rescind
such purchase at his or her option.
(c) If the merger, consolidation, tender offer, takeover bid,
or sale of assets does occur or thirty (30) days passes after a Statement of
Intent to Dissolve is filed (or Articles of Dissolution are filed), as the case
may be and as described in Subsections (1) through (4) of Section 2.6(a), and
the Optionee has not conditionally purchased all optioned Shares, all
unexercised options shall terminate on the effective, termination, or closing
date, or thirty (30) days after the date of said filing date (but not later than
the day before Articles of Dissolution are filed), as the case may be.
(d) Nothing herein shall allow the Optionee to purchase
optioned Shares, the options for which have expired or with respect to which the
options were not vested on the date of the Optionee's death, disability, or
voluntary or involuntary termination of employment with the Company.
2.7 TERMS AND EXPIRATION OF OPTIONS
Each option granted under this Plan shall be in writing, shall be
subject to such amendment or modification from time to time as the Board shall
deem necessary or appropriate to comply with or take advantage of applicable
laws or regulations and shall contain provisions to the following effect,
together with such other provisions as the Board shall from time to time
approve:
(a) that, subject to the provisions of Section 2.7(b),
the option, as to the whole or any part thereof, may be exercised only by the
Optionee or such Optionee's personal representative;
(b) that neither the whole nor any part of the option shall be
transferable by the Optionee or by operation of law otherwise than by the will
of, or by the laws of descent and distribution applicable to, a deceased
Optionee, and that the option and any and all rights granted to the Optionee
thereunder and not theretofore effectively and completely exercised shall
automatically terminate and expire upon any sale, transfer, or hypothecation or
any attempted sale, transfer, or hypothecation of such rights or upon the
bankruptcy or insolvency of the Optionee or his or her estate;
(c) that subject to the foregoing provisions, an option may be
exercised at different times for portions of the total number of Shares for
which the right to purchase shall have vested, provided that such portions are
in multiples of 10 shares if the Optionee holds vested options for 99 or fewer
shares and otherwise in multiples of 100 shares;
(d) that no Optionee shall have the right to receive any
dividend on or to vote or exercise any right in respect of any Shares unless and
until the certificates for such Shares have been issued to such Optionee;
<PAGE>
(e) that any unvested option, and any vested option that by
its terms is exercisable, shall expire at the earliest of the following:
(1) the date specified in the option;
(2) ninety (90) days after voluntary or involuntary
termination of the Optionee's employment other than termination as described
in subsections (3) or (4) below:
(3) upon the discharge of the Optionee for
misconduct, willfully or wantonly harmful to the Company;
(4) twelve (12) months after the Optionee's death
or disability; or
(5) in the event of a merger, consolidation,
tender offer, takeover bid, sale of assets, or filing of a Statement of Intent
to Dissolve (or the filing of Articles of Dissolution), as the case may be, and
as described in subsections (1) through (4) of Section 2.6(a), on the date
specified in Section 2.6(c). However, if the merger, consolidation, tender
offer, takeover bid, or sale of assets does not occur or if a Statement of
Intent to Dissolve is not filed, as the case may be, and as described in
subsections (1) through (4) of Section 2.6(a), all options which are terminated
pursuant to this subsection (e)(5) shall be reinstated as if no action with
respect to any of said events had been contemplated or taken by any party
thereto and all Optionees shall be returned to their respective positions on the
date of termination;
(f) that any vested option held by an Optionee who is no
longer employed by the Company, that by its terms is not currently exercisable,
shall expire 90 days after the date the option becomes exercisable.
(g) that, to the extent an option provides for the vesting
thereof in increments, such vesting shall cease as of the date of the Optionee's
death, disability, or voluntary or involuntary termination of the Optionee's
employment with the Company; and
(h) that the terms of the option shall not be affected by
any change of duties or position so long as the Optionee shall continue to be
employed by the Company or a subsidiary of the Company.
2.8 NOTICE OF INTENT TO EXERCISE OPTION
The Optionee (or other person or persons, if any, entitled thereto
hereunder) desiring to exercise an option granted and exercisable hereunder as
to all or part of the Shares covered thereby shall notify the Company in writing
at its principal office in Exeter, New Hampshire, specifying the number of
option Shares to be purchased and, if required by the Company, representing in
form satisfactory to the Company that the Shares are being purchased for
investment and not with a view to resale or distribution. With respect to any
Shares conditionally purchased pursuant to Section 2.6(a) and for which such
purchase has not been voluntarily or otherwise rescinded pursuant to Section
2.6(b), the Optionee shall be deemed to have given to the Company the notice of
exercise required by this Section 2.8 as of ten (10) days prior to the closing
or effective date of the merger, consolidation, tender offer, takeover bid, or
sale of assets or as of the twentieth (20th) day after a Statement of Intent to
Dissolve is filed (or the tenth (10th) day before the filing of Articles of
Dissolution if it precedes said
<PAGE>
twentieth (20th) day), as the case may be and as described in subsections (1)
through (4) of Section 2.6(a).
2.9 METHOD OF EXERCISE OF OPTION
Within ten (10) days after receipt of the Company of the notice
provided in Section 2.8, but not later than the expiration date specified in
Section 2.7(e), the option shall be exercised as to the number of Shares
specified in the notice by payment to the Company of the amount specified in
Section 3.2. Payment of the option price shall be made in cash or in accordance
with procedures for a "cashless exercise" as the same shall have been
established from time to time by the Company and the brokerage firm designated
by the Company to facilitate exercises and sales under this Plan. Payment in
shares of Common Stock shall be deemed to be the equivalent of payment in cash
at the Fair Market Value of those Shares on the exercise date. No such payment
in shares of Common Stock shall be allowed when the same may in the reasonable
opinion of the Company cause the Company to record a loss or expense as a result
thereof.
2.10 RECAPITALIZATION
The aggregate number of Shares for which options may be granted
hereunder, the number of Shares covered by each outstanding option, and the
price per Share thereof in each such option shall be proportionately adjusted
for an increase or decrease in the number of outstanding shares of common stock
of the Company resulting from a stock split or reverse split of shares or any
other capital adjustment or the payment of a stock dividend or other increase or
decrease in such shares effected without receipt of consideration by the Company
(excluding any decrease resulting from the purchase of Shares for the treasury).
If the adjustment would result in a fractional Share, the Optionee shall be
entitled to one (1) additional Share, provided that the total number of Shares
to be granted under this Plan shall not be increased above the equivalent number
of Shares initially allocated or later increased by an approved amendment to
this Plan.
2.11 SUBSTITUTIONS AND ASSUMPTIONS
The Board shall have the right to substitute or assume options in
connection with mergers, reorganizations, separations, or other corporate
transactions. The number of Shares reserved pursuant to Section 2.2 shall be
increased by the corresponding number of options assumed and, in the case of a
substitution, by the net increase in the number of Shares subject to options
before and after the substitution.
<PAGE>
2.12 TERMINATION
The Board may at any time modify, amend, or terminate this Plan. No
amendment, modification, or termination of the Plan may adversely affect options
granted prior to such action.
2.13 GRANTING OF OPTIONS
The granting of any option pursuant to this Plan shall be entirely in
the discretion of the Board and nothing herein contained shall be construed to
give any employee any right to participate in this Plan.
2.14 WITHDRAWAL
An Optionee may at any time elect in writing to abandon an option
with respect to the number of Shares as to which the option shall not have been
exercised.
2.15 GOVERNMENT REGULATIONS
This Plan and the granting and exercise of any option hereunder and the
obligations of the Company to sell and deliver Shares under any such option
shall be subject to all applicable laws, rules, and regulations and to such
approvals by any governmental agencies as may be required.
2.16 BOARD AUTHORIZATION
This Plan has been adopted and authorized by the Board as of April 24,
1995 for a period of ten (10) years.
2.17 COMPLIANCE WITH SECURITIES LAWS
The Board shall have the right to:
(a) require an Optionee to execute, as a condition of the
exercise of an option, a letter evidencing the Optionee's intent to acquire the
Shares for investment and not with a view to the resale or distribution thereof;
(b) place appropriate legends upon the certificate or
certificates for the Shares; and
(c) take such other acts as it deems necessary or appropriate
to cause the issuance of optioned Shares to comply with applicable provisions of
Federal and State securities laws.
<PAGE>
In furtherance of the foregoing, and not by way of limitation thereof,
no option shall be exercisable unless such option and the Shares to be issued
pursuant thereto shall be registered under appropriate Federal and state
securities laws, or shall be exempt therefrom in the opinion of the Board upon
advice of counsel to the Company. Each option agreement shall contain adequate
provisions to assure that there will be no violation of such laws. This
provision shall in no way obligate the Company to undertake registration of
options or Shares hereunder. Issuance, transfer or delivery of certificates for
Shares pursuant to the exercise of options may be delayed, at the discretion of
the Board, until the Board is satisfied that the applicable requirements of the
Federal and state securities laws have been met.
2.18 TERMINATION DATE OF PLAN
This Plan shall not extend beyond April 24, 2005 except as to options
granted prior to that date.
3. OPTION PRICE AND WITHHOLDING TAX
In addition to the provisions of Section 2, the following sections
shall apply to any options granted under this Plan:
3.1 OPTION PRICE
The option or purchase price of each Share optioned under this Plan
shall be determined by the Board at the time action is taken for the granting of
the option.
3.2 WITHHOLDING ON PAYMENT FOR OPTIONED SHARES
The amount to be paid by the Optionee upon exercise of an option shall
be the full purchase price thereof provided in the option, together with the
amount of federal, state, and local income and FICA taxes required to be
withheld by the Company. An Optionee may elect to pay his or her Federal, state,
or local income and FICA withholding tax by having the Company withhold Shares
having a value equal to the amount required to be withheld. The value of the
Shares to be withheld is deemed to equal the Fair Market Value of the Shares on
the day the option is exercised, as determined in accordance with Section 2.9.
An election by an Optionee to have Shares withheld for this purpose will be
subject to the following restrictions:
(a) If an Optionee has received multiple option grants, a
separate election must be made for each grant;
(b) The election must be made prior to the day the option is
exercised;
(c) The election will be irrevocable;
(d) The election will be subject to the disapproval of the
Board.
<PAGE>
4. AMENDMENT
This Plan and all rules and regulations adopted in respect hereof may
be terminated, suspended, or amended at any time by a majority vote of the
Board, except as otherwise specifically set forth in Section 2.12, provided that
no such action shall adversely affect any rights of Optionees granted under this
Plan prior to such action. The Board may amend the terms and conditions of
outstanding options, provided, however, that (i) no such amendment shall be
adverse to the holders of such options without their consent, and (ii) the terms
and conditions of such options, as amended, shall be consistent with the
provisions of the Plan.
5. FOREIGN EMPLOYEES
Without amending the Plan, the Board may grant options to eligible
employees who are foreign nationals on such terms and conditions different from
those specified in this Plan as in the judgment of the Board may be necessary or
desirable to foster and promote achievement of the purposes of the Plan, and, in
furtherance of such purposes the Board may make such modifications, amendments,
procedures, subplans, and the like as may be necessary or desirable to comply
with the provisions of laws in other countries in which the Company operates or
has employees.
6. REGISTRATION, LISTING, AND QUALIFICATION OF SHARES
Each option shall be subject to the requirement that if at any time the
Board shall determine that the registration, listing, or qualification of the
Shares covered thereby upon any securities exchange or under any foreign,
federal, state, or local law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such option or the purchase of Shares thereunder, then no
such option may be exercised unless and until such registration, listing,
qualification, consent, or approval shall have been effected or obtained free of
any condition not acceptable to the Board. Any person exercising an option shall
make such representations and agreements and furnish such information as the
Board may request to assure compliance with the foregoing or any other
applicable legal requirements.
7. NO RIGHTS TO OPTIONS OR EMPLOYMENT; NO RESTRICTIONS
No employee or other person shall have any claim or right to be granted
an option under this Plan. The receipt of an option under this Plan shall not
give an employee any right to receive any other grant or option under this Plan.
An Optionee shall have no rights to or interest in any option except as set
forth herein. Neither this Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company. Nothing in this Plan shall restrict the Company's rights to adopt other
option plans pertaining to any or all of the employees covered under this Plan
or other employees not covered under this Plan.
<PAGE>
8. COSTS AND EXPENSES
Except as provided herein with respect to the payment of taxes, all
costs and expenses of administering the Plan shall be borne by the Company and
shall not be charged to any option grant nor to any employee receiving a grant.
9. PLAN UNFUNDED
This Plan shall be unfunded. Except for the Board's reservation of a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
payment of any grant under the Plan.
10. GOVERNING LAW
This Plan shall be governed by and construed in accordance with the
internal laws of the State of New Hampshire, without reference to its conflicts
of law principles.
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
