<PAGE> 1
Registration No. 333-03975
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
ADT LIMITED
(Exact name of registrant as specified in charter)
Bermuda None
(State or other jurisidiction (I.R.S. Employer Identification No.)
of incorportion or organization)
Cedar House, 41 Cedar Avenue
Hamilton HM 12, Bermuda*
(Address of principal executive offices including zip code)
ADT LIMITED
1993 LONG TERM INCENTIVE PLAN
(AS AMENDED FEBRUARY 29, 1996)
and
SENIOR EXECUTIVE SHARE OPTION PLAN
OF ADT LIMITED
(Full Title of Plan)
STEPHEN J. RUZIKA
c/o ADT, INC.
One Boca Place
2255 Glades Road,
Suite 421W
Boca Raton, Florida 33431
(Name and address of agent for service)
(561) 997-8406
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered share(a) price(a) Fee
<S> <C> <C> <C> <C>
Common Shares of
$0.10 each....... 18,776,668 $261,280,025 $90,096.56(b)
</TABLE>
(a) Estimated solely for the purposes of calculating the amount of
the registration fee, in accordance with Rule 457(h) under the Securities Act of
1933. With regard to the 1,693,335 options to purchase Common Shares (the
"Options"), which Options are currently authorized but not yet issued under the
ADT Limited 1993 Long-Term Incentive Plan (as amended February 29, 1996) (the
"1993 Plan"), computed as of May 10, 1996 pursuant to Rule 457(c) under the
Securities Act of 1933 (the "Securities Act") on the basis of the average of
the high and low sales price for the Common Shares as reported on the New York
Stock Exchange; with regard to the 2,000,000 Options currently outstanding
under the Senior Executive Share Option Plan of ADT Limited, computed pursuant
to Rule 457(h)(1) under the Securities Act on the basis of 500,000 Options
exercisable at $49.000 per Common Share and 1,500,000 Options exercisable at
$11.688 per Common Share; and with regard to the 13,089,333 Options currently
outstanding under the 1993 Plan, computed pursuant to Rule 457(h)(1) under the
Securities Act on the basis of 12,500 Options exercisable at $8.000 per Common
Share, 225,000 Options exercisable a $8.625 per Common Share, 406,250 Options
exercisable at $8.000 per Common Share, 732,500 Options exercisable at $9.000
per Common Share, 406,250 Options exercisable at $9,600 per Common Share,
342,750 Options exercisable at $9.600 per Common Share, 343,750 Options
exercisable at $10.800 per Common Share, 480,000 Options exercisable at $11.625
per Common Share, 500,000 Options exercisable at $11.688 per Common Share,
250,000 Options exercisable at 12.856 per Common Share, 250,000 Options
exercisable at $14.025 per Common Share and 8,333,333 Options exercisable at
$15.000 per Common Share.
(b) Previously paid.
- ----------------------
* The registered and principal executive offices of ADT Limited are
located at Cedar House, 41 Cedar Avenue, Hamilton HM12,
Bermuda. The executive offices of the Subsidiary which supervises
the Company's North American activities are located in the United
States at One Boca Place, 2255 Glades Road, Suite 421A, Boca Raton,
Florida 33431. The telephone number there is 561-997-8406.
2
<PAGE> 3
PART II.
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Annual Report on Form 10-K of ADT Limited ("ADT") filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which contains audited consolidated financial
statements with respect to ADT's fiscal year ended December 31, 1995.
(b) All other reports filed by ADT pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1995.
(c) ADT's registration statement on Form S-3 filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of ADT's Common
Shares, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by ADT pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein 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
John D. Campbell, Secretary of ADT, is also a member of the law firm of
Appleby Spurling & Kempe, which will be rendering an opinion as to the legality
of the securities being registered.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 103 of the Bye-Laws of ADT provides, in part, that ADT shall
indemnify its directors and officers for 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) prohibits such indemnification against any liability arising
out of the fraud or dishonesty
3
<PAGE> 4
of the director or officer. However, such section permits ADT 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.
ADT maintains liability insurance covering its directors and
officers and those of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The exhibits described in the Exhibit Index hereto are filed with
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. 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
end of the 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% change in the 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;
4
<PAGE> 5
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
(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 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, 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirement 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 amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on the 24 day of
December, 1996.
ADT LIMITED
By: /s/ Stephen J. Ruzika
------------------------
Stephen J. Ruzika
Executive Vice President
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Michael A. Ashcroft* Chairman, Chief Executive
- ----------------------- Officer and a Director December 24, 1996
Michael A. Ashcroft
/s/ Stephen J. Ruzika Executive Vice President,
- ----------------------- Chief Financial Officer
Stephen J. Ruzika and a Director December 24, 1996
- ----------------------- Director
John E. Danneberg
/s/ Alan B. Henderson*
- ----------------------- Director December 24, 1996
Alan B. Henderson
/s/ James S. Pasman, Jr.*
- ----------------------- Director December 24, 1996
James S. Pasman, Jr.
/s/ W. Peter Slusser*
- ----------------------- Director December 24, 1996
W. Peter Slusser
/s/ William W. Stinson*
- ----------------------- Director December 24, 1996
William W. Stinson
/s/ Raymond S. Troubh*
- ----------------------- Director December 24, 1996
Raymond S. Troubh
*By: /s/ Stephen J. Ruzika
----------------------
Stephen J. Ruzika
Attorney-in-Fact
</TABLE>
<PAGE> 8
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below on December 24,
1996 by the undersigned as the duly authorized representative of ADT Limited in
the United States.
ADT, INC.
By: /s/ Stephen J. Ruzika
-----------------------------
Stephen J. Ruzika, President
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
- -------- --------
<S> <C>
4(a)(1) ADT Limited 1993 Long Term Incentive Plan (as amended February 29,
1996)*
4(a)(2) Amendment to ADT Limited 1993 Long Term Incentive Plan (as amended
February 29, 1996) adopted November 4, 1996
4(b) Senior Executive Share Option Plan of ADT Limited*
5 Opinion (and consent) of Messrs. Appleby Spurling & Kempe, counsel
to ADT Limited, as to the legality of the securities registered*
23(a) Consent of Coopers & Lybrand*
23(b) Consent of Appleby Spurling & Kempe is included in their opinion
referred to in Exhibit 5 above
</TABLE>
- -----------------------------
* Previously filed as an Exhibit to Registration Statement on Form S-8,
Registration Number 333-03975, filed on May 17, 1996.
<PAGE> 1
EXHIBIT 4(a)(2)
EXTRACT FROM MINUTES OF MEETING OF THE
BOARD OF DIRECTORS OF ADT LIMITED
HELD NOVEMBER 4, 1996
Messrs. Ashcroft and Ruzika having declared their interests and not
voting thereon, IT WAS RESOLVED, that the 1993 Long Term Incentive Plan, as
previously amended on February 29, 1996 (the "Plan") be amended so as to permit
the Remuneration Committee, in its discretion, to remove or limit the
restrictions on transferability of Awards (as defined in the Plan) and,
accordingly, the following amendments shall be made to the Plan:
At the beginning of paragraph (iii) of Section 6(f) of the Plan there
shall be inserted the words: "Subject to paragraph (ix) below," and a new
paragraph (ix) of Section 6(f) of the Plan shall be inserted as follows;
"(ix) Committee discretion to remove or amend restrictions
on transferability
Notwithstanding the provisions of paragraph (iii) above
and any other restrictions on transferability of Awards
referred to in this Plan, the Committee may, in its discretion,
either generally or specifically, prospectively or
retroactively, (a) grant Awards without limits on
transferability thereof or with such limits on transferability
as the Committee may deem appropriate in the circumstances, and
(b) waive, amend, alter, suspend, discontinue, cancel or
terminate any limits on transferability of Awards on such terms
as the Committee may deem appropriate provided that any of the
acts described in (b) of this paragraph that would impair the
rights of any Participant, or any holder or any beneficiary of
any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant,
holder or beneficiary."
