AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TYCO TOYS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3319358
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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GARY S. BAUGHMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TYCO TOYS, INC. TYCO TOYS, INC.
6000 MIDLANTIC DRIVE 6000 MIDLANTIC DRIVE
MOUNT LAUREL, NJ 08034 MOUNT LAUREL, NJ 08054
(609) 234-2400 (609) 234-7400
(Address, including zip code, Address, including zip code, and
and telephone number, including telephone number, including
area code, of registrant's principal area code, of registrant's
executive offices) principal executive offices)
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COPIES TO:
Joel M. Handel, Esq. MORTON A. PIERCE, ESQ.
Baer Marks & Upham, LLP DEWEY BALLANTINE
805 Third Avenue 1301 AVENUE OF THE AMERICAS
New York, New York 10022 NEW YORK, NEW YORK 10019
(212) 702-5700 (212) 259-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX:
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [X] 333-3301
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING: [ ]
IF THE DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX:
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Amount to be Registered Proposed Maximum Proposed Amount of
Registered Offering Price Per Maximum Registration
Unit (2) Aggregate Fee
Offering Price (2)
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Depositary Shares each 3,220,000 shares (1) $5.00 (2) $16,100,000 $5552
representing one twenty-fifth
of a share of Series C
Mandatorily Convertible
Redeemable Preferred Stock
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Series C Mandatorily None N/A N/A N/A
Convertible Redeemable
Preferred Stock
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Common Stock, par value $.01 3,577,420 shares (3) N/A N/A N/A
per share
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(1) INCLUDES 420,000 DEPOSITORY SHARES ISSUABLE UPON EXERCISE OF AN OPTION
GRANTED TO THE UNDERWRITERS TO COVER OVER-ALLOTMENTS, IF ANY.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE AMOUNT OF THE
REGISTRATION FEE AND BASED ON THE AVERAGE OF THE HIGH AND LOW SALES
PRICES OF THE COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE
ON JUNE 24, 1996 PURSUANT TO RULE 457(C).
(3) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE
MANDATORY CONVERSION OF THE SERIES C MANDATORILY CONVERTIBLE
REDEEMABLE PREFERRED STOCK.
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EXPLANATORY NOTE
This registration statement relates to the public offering of
Depository Shares contemplated by a Registration Statement on Form S-3,
Securities and Exchange Commission File No. 333-3301 (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in such offering by 2,800,000 plus up to 420,000 shares that may be sold
pursuant to the Underwriters over-allotment option. The contents of the Prior
Registration Statement are hereby incorporated by reference.
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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 the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mount Laurel, State of New Jersey on
the 24th day of June 1996.
TYCO TOYS, INC.
By:
............*......................
Gary S. Baughman
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints R. Michael Kennedy,
Jr., 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 any and all amendments (including
post-effective amendments) to the Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said 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 in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
..........................*......................... Chairman of the Board June 24, 1996
Richard E. Grey
..........................*......................... President, Chief Executive
Gary S. Baughman Officeer and Director
(Principal Executive Officer)
..........................*......................... Vice Chairman and Chief Financial June 24, 1996
Harry J. Pearce Officer (Principal Financial
and Accounting Officer)
..........................*......................... Director June 24, 1996
John A. Canning
..........................*......................... Director June 24, 1996
Jerome I. Gellman
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Director June 24, 1996
..........................*.........................
Joel M. Handel
Director June 24, 1996
..........................*.........................
Timothy J. Danis
..........................*......................... Director June 24, 1996
Jonathan Kagan
..........................*......................... Director June 24, 1996
David B. Golub
Director June 24, 1996
..........................*.........................
Arnold Thaler
* By: /s/ R. Michael Kennedy, Jr.
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R. Michael Kennedy, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
5.1 -Opinion of Baer Marks & Upham LLP
23.1 -Consent of Deloitte & Touche LLP
23.2 -Consent of Baer Marks & Upham LLP
(included in Exhibit 5.1)
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EXHIBIT 5.1
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
Telephone: (212) 702-5700
Facsimile: (212) 702-5941
June 24, 1996
Tyco Toys, Inc.
6000 Midlantic Drive
Mt. Laurel, New Jersey 08054
Re: Legality Opinion
Ladies and Gentlemen:
Tyco Toys, Inc., a Delaware corporation (the "Company"), has filed with
the Securities and Exchange Commission (the "Commission") an abbreviated
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
under the Securities Act 1933, as amended (the "Act") relating to the
registration of: (i) an additional 3,220,000 Depositary Shares (the
"Depositary Shares"), each Depositary Share representing one-twenty-fifth of
a share of Series C Mandatorily Convertible Preferred Stock, $0.10 par value
per share (the "Preferred Stock") of the Company, (ii) a reduced number of
772,800 shares of Preferred Stock and (iii) an additional 3,577,420 shares of
Common Stock, $0.10 par value (the "Common Stock"), of the Company to be
issued upon conversion of the Preferred Stock. The Depositary Shares,
Preferred Stock and Common Stock are to be sold with the depositary shares,
preferred stock and common stock registered pursuant to the Company's
Registration Statement on Form S-3 (Reg. No. 333-3301) which was rendered
effective by the Commission at 4:30 p.m. on June 24, 1996 (the "Initial
Registration Statement"). The Depositary Shares will be represented by
depositary receipts (the "Depositary Receipts") to be issued pursuant to a
Deposit Agreement (the "Deposit Agreement") between the Company and Midlantic
Bank N.A. (the "Depositary").
We have acted as special counsel to the Company in connection with the
preparation of the Abbreviated Registration Statement. In so acting, we have
examined copies of the Initial Registration Statement, the Abbreviated
Registration Statement, the Company's Amended and Restated Certificate of
Incorporation, the Company's By-laws, resolutions adopted by the Company's
Board of Directors, the form of Deposit Agreement and form of Certificate of
Designations, Preferences, Rights and Limitations of the Preferred Stock (the
"Certificate of Designations"), certificate of officers of the Company and
public officials, and such other documents as we deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications stated below, we are of the
opinion that:
1. Assuming the due authorization, execution and delivery of the Deposit
Agreement by the Company and the Depositary, each Depositary Share, when
issued in accordance with the Deposit Agreement against the deposit of the
shares of Preferred Stock, will represent one-twenty-fifth of a validly
issued, fully paid and nonassessable share of Preferred Stock and assuming
the due execution and delivery of the Depositary Receipts by the Depositary
pursuant to the Deposit Agreement and upon payment for and delivery of the
Depositary Shares as contemplated by the Abbreviated Registration Statement,
the Depositary Receipts will entitle the holders thereof to the benefits
provided therein and in the Deposit Agreement.
<PAGE>
2. When the Preferred Stock is authorized for issuance by the Board of
Directors of the Company (the "Board of Directors"), the Certificate of
Designations is filed with the Secretary of State of the State of Delaware in
accordance with Section 103 of the Delaware General Corporation Law and the
Preferred Stock issued and delivered in accordance with the terms of the
Deposit Agreement, the Preferred Stock will have been duly authorized,
validly issued, fully paid and nonassessable.
3. The Common Stock issuable upon conversion of the Preferred Stock, when
duly reserved for issuance by the Board of Directors upon conversion of such
Preferred Stock, will have been duly authorized, validly issued, fully paid
and nonassessable.
The opinions expressed above are subject to the following assumptions,
exceptions and qualifications.
We have assumed that (a) information contained in documents reviewed by us
is true and correct, (b) signatures on documents reviewed by us are genuine,
(c) documents submitted to us as originals are true and complete, (d)
documents submitted as copies are true and complete copies of the originals
thereof, (e) each natural person signing any document reviewed by us had the
legal capacity to do so and (f) each person signing in a representative
capacity any document reviewed by us had authority to sign in such capacity.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Abbreviated Registration Statement and to the use of our name
under the caption "Legal Matters" in the Prospectus forming a part of the
Initial Registration Statement which has been incorporated by reference into
the Abbreviated Registration Statement. In giving this consent, this firm
does not thereby admit that it comes within the category of persons whose
consent is required under the provisions of the Act or the rules and
regulations of the Commission promulgated thereunder.
Joel M. Handel, a partner of this firm, is a director of the Company.
Very truly yours,
JMH:IWD
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EXHIBIT 8.1
Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
Telephone: (212) 702-5700
Facsimile: (212) 702-5941
June 24, 1996
Tyco Toys, Inc.
6000 Midlantic Drive
Mt. Laurel, New Jersey 08054
Re: Tax Opinion
Ladies and Gentlemen:
Tyco Toys, Inc., a Delaware corporation (the "Company"), has filed with
the Securities and Exchange Commission (the "Commission") an abbreviated
Registration Statement on Form S-3 (the "Abbreviated Registration Statement")
under the Securities Act 1933, as amended (the "Act") relating to the
registration of: (i) an additional 3,220,000 Depositary Shares (the
"Depositary Shares"), each Depositary Share representing one-twenty-fifth of
a share of Series C Mandatorily Convertible Preferred Stock, $0.10 par value
per share (the "Preferred Stock") of the Company, (ii) a reduced number of
772,800 shares of Preferred Stock and (iii) an additional 3,577,420 shares of
Common Stock, $0.10 par value (the "Common Stock"), of the Company to be
issued upon conversion of the Preferred Stock. The Depositary Shares,
Preferred Stock and Common Stock are to be sold with the depositary shares,
preferred stock and common stock registered pursuant to the Company's
Registration Statement on Form S-3 (Reg. No. 333-3301) which was rendered
effective by the Commission at 4:30 p.m. on June 24, 1996 (the "Initial
Registration Statement"). The Depositary Shares will be represented by
depositary receipts to be issued pursuant to a Deposit Agreement to be
entered into between the Company and Midlantic Bank N.A.
We have acted as special counsel to the Company in connection with the
preparation of the Abbreviated Registration Statement. In so acting, we have
examined such records and documents, including the Initial Registration
Statement, as we have deemed relevant and necessary as the basics of our opinion
set forth below. On the basis of the foregoing, our opinion under present United
States federal income tax laws is set forth in the Initial Registration
Statement under the caption "Certain Federal Income Tax Considerations." This
opinion is limited by the qualifications set forth in the Initial Registration
Statement under the caption "Federal Income Tax Considerations." It is
possible that contrary positions may be taken by the Internal Revenue Service
and that a court may agree with such contrary positions.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Abbreviated Registration Statement and to the use of our name
under the caption "Legal Matters" in the Prospectus forming a part of the
Initial Registration Statement which has been incorporated by reference into
the Abbreviated Registration Statement. In giving this consent, this firm
does not thereby admit that it comes within the category of persons whose
consent is required under the provisions of the Act or the rules and
regulations of the Commission promulgated thereunder.
Joel M. Handel, a partner of this firm, is a director of the Company.
Very truly yours,
JMH:JMC:IWD
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Tyco Toys, Inc. and
subsidiaries on Form S-3 of our reports dated February 7, 1996 except for note
5, as to which the date is February 15, 1996, included and incorporated by
reference in the Annual Report on Form 10-K of Tyco toys, Inc. and subsidiaries
for the year ended December 31, 1995, and to the use of our report dated
February 7, 1996 except for note 5, as to which the date is February 15, 1996,
appearing in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
Philadelphia, Pennsylvania
June 24, 1996
