<PAGE> 1
REGISTRATION STATEMENT CONSISTS OF [ ] PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE [ ].
File No. 333-
As filed with the Securities and Exchange Commission on August 20, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
TYCO INTERNATIONAL LTD.
(FORMERLY ADT LIMITED)
(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 No.)
CEDAR HOUSE, 41 CEDAR AVENUE
HAMILTON HM 12, BERMUDA
(Address of Principal Executive Offices)
(441) 292-2033*
(Registrant's Telephone Number)
*The executive offices of the subsidiary of the registrant which supervises the
registrant's North American activities are at One Tyco Park, Exeter, New
Hampshire 03833. The telephone number there is (603) 778-9700.
TYCO INTERNATIONAL (US) INC. RETIREMENT SAVINGS
AND INVESTMENT PLAN I, II, III, IV AND V
(Full Title of the Plan)
-----------------
MARK H. SWARTZ
VICE PRESIDENT
TYCO INTERNATIONAL (US) INC.
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 Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered (1) Registered (2) Per Share Price tion Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.20 par value 2,000,000 $76.625 (3) $153,250,000 $46,439
</TABLE>
- --------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
(2) Plus such additional number of shares as may be required pursuant to the
employee benefit plans in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(3) This estimate is made pursuant to Rule 457(c) and (h) of the Securities
Act solely for the purpose 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 August 13, 1997, utilizing the average of the
high and low sale prices on the New York Stock Exchange on that date.
- --------------------------------------------------------------------------------
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Tyco International Ltd. (the "Company") and the plans listed below:
- - Tyco International (US) Inc. Retirement Savings and Investment Plan I
- - Tyco International (US) Inc. Retirement Savings and Investment Plan II
- - Tyco International (US) Inc. Retirement Savings and Investment Plan III
- - Tyco International (US) Inc. Retirement Savings and Investment Plan IV
- - Tyco International (US) Inc. Retirement Savings and Investment Plan V
(collectively, the "Plans") hereby incorporate by reference the documents listed
below, which have previously been filed with the Securities and Exchange
Commission:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997 and June 30, 1997;
(c) The Registrant's Current Reports on Form 8-K filed on March 25,1997
and July 10, 1997;
(d) The description of the Registrant's Common Shares set forth in the
Registration Statement on Form 8-A filed on August 8, 1991;
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant 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 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.
John D. Campbell, Secretary of the Company, 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.
3
<PAGE> 4
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bye-Law 102 of the Tyco Bye-Laws provides, in part, that Tyco shall
indemnify its directors and other 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
fraud or dishonesty of the director or officer. However, such section permits
Tyco 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 Registrant maintains $75,000,000 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 Registrant 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 Registrant
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended,
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
5.1 Opinion (and consent) of Messrs. Appleby Spurling & Kempe,
counsel to the Registrant, as to the legality of the securities
registered
23.1(a) Consent of Messrs. Appleby, Spurling & Kempe (included in
Exhibit 5.1 hereto)
23.1(b) Consent of Coopers & Lybrand
23.1(c) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (contained on signature pages).
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;
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
4
<PAGE> 5
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by 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) The U.S. subsidiary of the undersigned Registrant that sponsors the
Plans hereby undertakes to submit the Plans and any amendments thereto to the
Internal Revenue Service in a timely manner and to make all changes required by
the Internal Revenue Service in order to qualify the Plans.
(d) 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 20th day of
August, 1997.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
--------------------------------
Mark H. Swartz
Executive Vice President
(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 August
20, 1997 and in the capacities indicated.
/s/ L. Dennis Kozlowski Chairman of the Board, Chief Executive Officer
- ------------------------ and Director (Principal Executive Officer)
L. Dennis Kozlowski
/s/ Michael A. Ashcroft Director
- ------------------------
Michael A. Ashcroft
/s/ Joshua M. Berman Director and Vice President
- ------------------------
Joshua M. Berman
/s/ Richard S. Bodman Director
- ------------------------
Richard S. Bodman
/s/ John F. Fort Director
- ------------------------
John F. Fort
/s/ Stephen W. Foss Director
- ------------------------
Stephen W. Foss
/s/ Richard A. Gilleland Director
- ------------------------
Richard A. Gilleland
/s/ Philip M. Hampton Director
- ------------------------
Philip M. Hampton
/s/ James S. Pasman Jr. Director
- ------------------------
James S. Pasman Jr.
/s/ W. Peter Slusser Director
- ------------------------
W. Peter Slusser
/s/ Mark H. Swartz Executive Vice President
- ------------------------
Mark H. Swartz
6
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/s/ Frank E. Walsh, Jr. Director
- ------------------------
Frank E. Walsh, Jr.
7
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Pursuant to the requirements of the Securities Act of 1933, the members of the
Tyco International (US) Inc. Retirement Committee, which is authorized to take
action on behalf of and in the name of the Plans have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the
19th day of August, 1997.
TYCO INTERNATIONAL (US) INC.
RETIREMENT COMMITTEE
By: /s/ Barbara S. Miller
-------------------------------------------
Barbara S. Miller, Authorized Signatory
8
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EXHIBIT INDEX
EXHIBIT
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5.1 Opinion (and consent) of Messrs. Appleby, Spurling & Kempe,
counsel to Tyco International Ltd., as to the legality of the
securities registered
23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto)
23.1(b) Consent of Coopers & Lybrand
23.1(c) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (contained on signature page)
9
<PAGE> 1
EXHIBIT 5.1
15 August 1997
Tyco International Ltd.
Cedar House
41 Cedar Avenue
Hamilton HM 12
Bermuda
Dear Sirs:
RE: TYCO INTERNATIONAL LTD. (THE "COMPANY")
This opinion as to Bermuda law is addressed to you in connection with the filing
by the Company with the Securities and Exchange Commission, Washington, D.C.
20549 of a Form S-8 Registration Statement and related documents to be used in
relation to the Tyco International Ltd. Retirement Savings and Investment Plan
I, II, III, IV and V (together the "Plans").
Terms defined in the Registration Statement, unless otherwise defined herein,
have the same meanings when used in this opinion.
For the purposes of the opinions herein expressed, we have examined such
documents of public record in Bermuda and such other documents as we have
considered necessary, including the following:
(A) a draft dated August 13, 1997 of the S-8 Registration Statement referred
to above (the "Registration Statement");
(B) a copy of the Tyco International (US) Inc. Retirement Savings and
Investment Plan II dated as of January 1st, 1997 and entitled "Tyco
International Ltd. Retirement Savings and Investment Plan II";
(C) the Certificate of Incorporation, Memorandum of Association and Bye-Laws
of the Company;
(D) a copy of the Shareholder Resolutions adopted at the Special General
Meeting of ADT Limited held on July 2, 1997; and
(E) a copy of unanimous Written Resolutions of the Board of Directors of ADT
Limited adopted on July 2, 1997.
We have assumed:
(i) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
herein expressed;
(ii) the genuineness of all signatures on the documents which we have examined;
(iii) the conformity to original documents of all documents produced to us as
copies and the authenticity of all original documents which, or copies of
which, have been submitted to us;
(iv) the accuracy and completeness of all factual representations made in the
documents examined by us;
(v) that each of the Plans is valid, binding and enforceable under the laws
by which it is expressed to be governed;
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(vi) that when filed with the Securities and Exchange Commission, the
Registration Statement will not differ in any material respect from the
draft which we have examined; and
(vii) that each of the Tyco International (US) Inc. Retirement Savings and
Investment Plan I, III, IV and V are identical to or do not differ in any
material respect from the Tyco International (US) Inc. Retirement Savings
and Investment Plan II which we have examined.
Based upon and subject to the foregoing, and subject to the reservations
mentioned below and to any matters not disclosed to us, we are of the opinion
that;
(1) The Company is a company duly incorporated with limited liability and
validly existing under the laws of Bermuda.
(2) The issuance of Common Shares of US$0.20 per share, pursuant to the Plans
has been duly authorised by the Company and, upon issuance and payment
therefore in the manner contemplated by the Plans, such Common Shares will
be validly issued, fully paid and non-assessable shares of capital stock
of the Company.
Our reservations are as follows:
(A) Our opinion is confined to and given on the basis of the laws of Bermuda
as currently applied by the courts of Bermuda and we have made no
investigation of, nor do we express any opinion on, the laws of any
jurisdiction other than Bermuda.
(B) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of the Company and subject to any
contrary provision in any agreement in writing between the Company and the
member holding such shares, that no such member shall be bound by an
alteration in the Memorandum of Association, or Bye-Laws of the Company
after the date on which he became a member, if and so far as the
alteration requires him to take, or subscribe for additional shares, or in
any way increases his liability to contribute to the share capital of, or
otherwise to pay money to, the Company.
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
We consent to the filing of this opinion as an exhibit to the Registration
Statement of the Company relating to the Tyco International (US) Inc. Retirement
Savings and Investment Plans referred to herein. This opinion shall not
otherwise be disclosed to or relied upon by any other person or entity for any
other purpose without our prior written consent.
Yours faithfully,
APPLEBY, SPURLING & KEMPE
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EXHIBIT 23.1(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Tyco International Ltd. (formerly named ADT Limited) of our report
dated March 26, 1997, on our audits of the consolidated financial statements and
consolidated financial statement schedules of ADT Limited as at December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which
report is included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, and of our report dated July 10, 1997, on our
examination of the combination of the historical consolidated financial
statements and consolidated financial statement schedule of ADT Limited and Tyco
International Ltd. (prior to the merger) after restatement for the pooling of
interests as described in Note 1 to the supplemental consolidated financial
statements, which report is included in the Company's Current Report on Form 8-K
dated July 10, 1997.
COOPERS & LYBRAND
Hamilton, Bermuda
August 19, 1997
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EXHIBIT 23.1(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated July 10, 1997 which is included in the Company's
current report on Form 8-K on our audits of the consolidated financial
statements and consolidated financial statement schedule of Tyco International
Ltd. as of December 31, 1996 and June 30, 1995 and for the years ended
December 31, 1996, June 30, 1995 and June 30, 1994 (not presented separately
therein).
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 19, 1997
13
