As filed with the Securities and Exchange Commission on August 3, 2000.
Registration No.____________________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TYCOM LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
The Zurich Centre, Second Floor,
Suite 201
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 298-9770
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
----------------------
TYCOM LTD.
LONG-TERM INCENTIVE PLAN
FOUNDERS' SHARE OPTION PROGRAM
(Full title of the plans)
----------------------
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
==========================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per share(2) aggregate offering price(2) registration fee(3)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
($0.25 par value) 21,500,000 shares $ 32.00 $688,000,000.00 $181,632.00
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
employee benefit plans in the event of a stock splits, recapitalization,
reorganization, merger, consolidation or other stock dividend events.
21,001,000 shares are issuable under the Long-Term Incentive Plan and
499,000 shares are issuable under the Founders' Share Option Program.
(2) The proposed maximum offering price is based on the option price of
options granted July 26, 2000, the date of the initial public offering of
shares of TyCom Ltd.
(3) The amount of the registration fee, calculated in accordance with Section
6(b) of the Securities Act and Rule 457(o) promulgated thereunder is
.000264 of the maximum aggregate offering price at which the securities
registered pursuant to this Registration Statement are proposed to be
offered.
<PAGE>
Item 3. Incorporation of Certain Documents by Reference
TyCom Ltd. (the "Company") hereby incorporates, or will be deemed to have
incorporated, herein by reference the following documents:
(1) The Company's prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act");
(2) All reports filed pursuant to Section 13(a) or 15(d) of the Secu
rities Exchange Act of 1934, as amended (the "Exchange Act");
(3) The description of the Company's common shares contained in the
Company's registration statement on Form S-1, (Registration No. 333-32134)
dated July 26, 2000, including any amendment thereto or report filed for the
purpose of updating such description; and
(4) All documents filed by the Corporation pursuant to Sec tions 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors
Section 133 and 134 of the bye-laws of TyCom Ltd. provide, in part, that
the Company shall indemnify its directors and officers all costs, losses and
expenses which they may incur in the performance of their duties as director or
officer, provided that such indemnification is not otherwise prohibited under
the Companies Act 1981, as amended, of Bermuda. Section 98 of the Companies Act
1981, as amended, of Bermuda prohibits such indemnification against any
liability arising out of the fraud or dishonesty of the director or officer.
However, such section permits the Company to indemnify a director or officer
against any liability incurred by him in defending any proceedings, whether
civil or criminal, in which judgment is given in his favor or in which he is
acquitted or when other similar relief is granted to him.
The Company maintains standard policies of insurance under which coverage
is provided (a) to its directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act, and (b) to the Company
with respect to payments which may be made by the Company to such officers and
directors pursuant to the above indemnification provision or otherwise as a
matter of law.
2
<PAGE>
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
The following is a complete list of exhibits filed or incorporated by
referenced as part of this Registration Statement.
Exhibit No. Exhibit
----------- -------
3.1 Memorandum of Association (incorporated by reference to Exhibit
3.1 to the registrant's Registration Statement under the Securities
Act on Form S-1, Registration No. 333-32134 ("Form S-1"))
3.2 Bye-Laws (incorporated by reference to Exhibit 3.2 to Form S-1)
5.1 Opinion of Appleby Spurling & Kempe
10.1 TyCom Ltd. Long Term Incentive Plan
10.2 TyCom Ltd. Founders' Share Option Program
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1)
23.4 Consent of BDO Audiberia Auditors, S.L.
23.5 Consent of PricewaterhouseCoopers Auditores, S.L.
24.1 Powers of Attorney
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
3
<PAGE>
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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) 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 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.
(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
deter mining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 pur suant 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
Exchange 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
Exchange Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City of New York, State of New York, on August 3, 2000.
TYCOM LTD.
By: /s/ Byron S. Kalogerou
---------------------------------------
Name: Byron S. Kalogerou
Title: Vice President and General
Counsel
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Executive Chairman and August 3, 2000
------------------------------ Director
L. Dennis Kozlowski
* Principal Executive Officer August 3, 2000
------------------------------ and Director
Neil R. Garvey
* Principal Financial and August 3, 2000
------------------------------ Accounting Officer
David W. Van Rossum
* Vice President and Director August 3, 2000
------------------------------
Mark H. Swartz
* Director August 3, 2000
------------------------------
Brenda C. Barnes
* Director August 3, 2000
------------------------------
Frank Doyle
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<PAGE>
* Director August 3, 2000
------------------------------
Warren V. Musser
* Authorized Representative August 3, 2000
------------------------------ in the United States
Puglisi & Associates
By: Donald J. Puglisi
*By: /s/ Byron S. Kalogerou August 3, 2000
-----------------------
Byron S. Kalogerou
Attorney-in-fact
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
3.1 Memorandum of Association (incorporated by reference to Exhibit
3.1 to the registrant's Registration Statement under the Securities
Act on Form S-1, Registration No. 333-32134 ("Form S-1"))
3.2 Bye-Laws (incorporated by reference to Exhibit 3.2 to Form S-1)
5.1 Opinion of Appleby Spurling & Kempe
10.1 TyCom Ltd. Long Term Incentive Plan
10.2 TyCom Ltd. Founders' Share Option Program
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1)
23.4 Consent of BDO Audiberia Auditors, S.L.
23.5 Consent of PricewaterhouseCoopers Auditores, S.L.
24.1 Powers of Attorney
