<PAGE> 1
REGISTRATION STATEMENT CONSISTS OF 9 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 9.
File No. 333-
As filed with the Securities and Exchange Commission on December 21, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
BERMUDA NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
THE GIBBONS BUILDING, 10 QUEEN STREET, SUITE 301
HAMILTON HM 11, BERMUDA
(Address of Principal Executive Offices)
(441) 292-8674*
(Registrant's Telephone Number)
*The executive offices of the Registrant's principal United States subsidiary,
Tyco International (US) Inc., are located at One Tyco Park, Exeter, New
Hampshire 03833. The telephone number there is (603) 778-9700.
TYCO EMPLOYEE STOCK PURCHASE PLAN
---------------
(Full Title of the Plan)
--------------------
MARK H. SWARTZ
C/O 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)
--------------------
<PAGE> 2
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered (1)(2) Registered (3) Per Share Price tion Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$0.20 par value 10,000,000 $65.03125 (4) $650,312,500 $180,787
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes associated Preferred Stock Purchase Rights.
(2) 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 plan described herein.
(3) Plus such additional number of shares as may be required pursuant to the
employee benefit plan in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(4) 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 common shares of the
Company on December 15, 1998, utilizing the average of the high and low
sale prices on the New York Stock Exchange on that date.
================================================================================
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Tyco International Ltd. (the "Company") and the plan listed below:
Tyco Employee Stock Purchase Plan
(the "Plan"), 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 fiscal year
ended September 30, 1998;
(b) The Registrant's Current Reports on Form 8-K and 8-K/A filed on
December 10, 1998 and December 11, 1998;
(c) The description of the Registrant's Common Shares set forth in the
Registration Statement on Form 8-A filed on August 8, 1991, and any
amendment or report filed for the purpose of updating such
description;
(d) The description of the associated Preferred Stock Purchase Rights
under the Rights Agreement between the Registrant and Citibank, N.A.
dated as of November 6, 1996, set forth in the Registration
Statement on Form 8-A filed on November 12, 1996, and any amendment
or report filed for the purpose of updating such description.
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.
Not Applicable.
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 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
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
-------
10.1 Tyco Employee Stock Purchase Plan
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24 Powers of Attorney (contained on signature page).
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;
4
<PAGE> 5
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 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
Plan hereby undertakes to submit the Plan 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 Plan.
(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.
5
<PAGE> 6
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 21st day of
December, 1998.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
----------------------------------
Mark H. Swartz
Executive Vice President and 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 below by the following persons on
December 21, 1998 and in the capacities indicated.
/s/ L. Dennis Kozlowski Chairman of the Board, President, Chief
- ------------------------------- Executive Officer and Director
L. Dennis Kozlowski (Principal Executive Officer)
/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
6
<PAGE> 7
/s/ Mark H. Swartz Executive Vice President and Chief
- ------------------------------- Financial Officer (Principal Financial
Mark H. Swartz and Accounting Officer)
/s/ Frank E. Walsh, Jr. Director
- -------------------------------
Frank E. Walsh, Jr.
7
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, the members of the
Tyco Retirement Committee, which is authorized to take action on behalf of and
in the name of the Plan 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 21st day of December, 1998.
TYCO INTERNATIONAL LTD.
RETIREMENT COMMITTEE
By: /s/ Kelly M. Heffernan
----------------------------------------
Kelly M. Heffernan, Authorized Signatory
8
<PAGE> 9
EXHIBIT INDEX
Exhibit
- -------
10.1 Tyco Employee Stock Purchase Plan
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
24 Powers of Attorney (contained on signature page)
9
<PAGE> 1
Exhibit 10.1
TYCO EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
ARTICLE 1
PURPOSE
The Tyco Employee Stock Purchase Plan (the "Plan") is created for the purpose of
encouraging stock ownership by officers and employees of Tyco International Ltd.
and its subsidiaries (the "Company") so that they may share in the growth of the
Company by acquiring or increasing their proprietary interest in the Company.
ARTICLE 2
ADMINISTRATION OF THE PLAN
The Plan may be administered by a committee appointed by the Board of Directors
of the Company (the "Committee"). The Board of Directors shall determine the
number of members of the Committee and, from time to time, may add or remove
members from the Committee. The Committee may select one of its members as
Chairperson and may hold meetings at such times and places as it may determine.
Acts by a majority of the Committee, or acts approved in writing by a majority
of the Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provision of the
Plan shall be final unless otherwise determined by the Board of Directors. The
Committee may adopt, from time to time, such rules and regulations as it deems
appropriate for carrying out the Plan. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan.
In the event the Board of Directors fails to appoint or refrains from appointing
a Committee, the Board of Directors shall have the power and authority to
administer the Plan. In such event, the term "Committee" wherever used herein
shall be deemed to mean the Board of Directors.
ARTICLE 3
ELIGIBLE EMPLOYEES
The Company will, from time to time, determine which of its employees (including
employees of its subsidiaries and divisions) will be eligible to participate in
the Plan. All officers who are employees of the Company will be eligible to
participate in the Plan.
Notwithstanding the foregoing, any employee who sells shares purchased under the
Plan within three months of the date of purchase shall be precluded from
participating in the Plan for the next twelve months.
1
<PAGE> 2
TYCO EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
ARTICLE 4
SHARES TO BE PURCHASED
The stock subject to purchase under the Plan is 2,000,000 Shares (subject to
adjustment in the event of stock splits, stock dividends, recapitalization, or
similar adjustment in the Company's common stock) of the common stock, $.20 par
value, of the Company (the "Shares") which will be purchased on the open market.
ARTICLE 5
PAYROLL DEDUCTIONS
Eligible employees, upon entering the Plan, shall authorize payroll deductions
to be made for the purchase of Shares. The maximum deduction shall not exceed an
employee's base monthly salary (exclusive of overtime and net of withholding and
other deductions). The employee may authorize increases or decreases in the
amount of payroll deductions. In order to effect such a change in the amount of
the payroll deductions, the Company must receive notice of such change 10 days
prior to the commencement of the relevant pay period. The Company will
accumulate and hold for the employee's account the amounts deducted from his/her
pay. No interest shall be paid on such amounts.
ARTICLE 6
EMPLOYER CONTRIBUTION
The Company will match a part of the employee contribution by contributing to
the Plan an additional percentage of the employee's payroll deduction. The
Committee, from time to time, may increase or decrease the percentage of the
Company's contribution to the employee's payroll deduction if the interests of
the Company so require. The matching contributions hereunder are not intended to
be an entitlement or part of the regular compensation of any eligible employee.
The Company will pay all commissions relating to the purchase of Shares under
the Plan, and the Company will pay all administrative costs associated with the
implementation and operation of the Plan.
ARTICLE 7
AUTHORIZATION FOR ENTERING THE PLAN
An eligible employee may enter the Plan by completing, signing, and delivering
to the Company an authorization form provided by the Company. Such authorization
will take effect as of the next practicable payroll period. Unless an employee
authorizes changes to his/her payroll deductions in accordance with Article 5 or
withdraws from the Plan, his/her deductions under the latest authorization on
file with the Company shall continue from one payment period
2
<PAGE> 3
TYCO EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
to the succeeding payment period as long as the Plan remains in effect.
ARTICLE 8
PURCHASE OF SHARES
All Shares purchased under the Plan shall be purchased on the open market by a
broker designated from time to time by the Committee. On a monthly basis, as
soon as practicable following the 15th day of each month, the Company shall
remit the total of the employee and Company contributions to the broker for the
purchase of the Shares. The broker will then execute the purchase orders on
account of each individual participant and allocate Shares (or fractions
thereof) to each participant's individual account. In the event the purchase of
the Shares takes place over a number of days and at different prices, then each
participant's allocation shall be adjusted on the basis of the average price per
share over such period.
ARTICLE 9
ISSUANCE OF SHARES
The Shares purchased under the Plan shall be held by the broker or its nominee.
Participating employees shall receive quarterly statements which will evidence
all activity in the accounts that have been established on their behalf. Such
statements will be issued by the broker. In the event a participating employee
wishes to hold certificates in his/her own name, the employee must instruct the
broker independently and bear the costs associated with the issuance of such
certificates and pay to the broker, in addition, a small fee for each
certificate so issued. Certificates for fractional Shares will not be issued.
Fractional Shares shall be liquidated on a cash basis only in lieu of the
issuance of certificates for such fractional Shares upon the employee's
withdrawal.
ARTICLE 10
AUTOMATIC DIVIDEND REINVESTMENT
Any dividends paid to participating employees for Shares purchased under the
Plan and held by the broker shall be automatically reinvested in the Shares of
the Company on the date of the next purchase of Shares under the Plan.
ARTICLE 11
SALE OF SHARES PURCHASED UNDER THE PLAN
Each participant may sell at any time all or any portion of the Shares acquired
under the Plan and held by the broker by notifying the broker, who will execute
the sale on behalf of the employee. The employee shall pay the broker's
commission and any other expenses incurred with regard to the sale of the
Shares. All such sales of the Shares will
3
<PAGE> 4
TYCO EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
be subject to compliance with any applicable federal or state securities, tax,
or other laws. ANY PARTICIPANT ASSUMES THE RISK OF ANY FLUCTUATIONS IN THE
MARKET PRICE OF THE SHARES.
ARTICLE 12
WITHDRAWAL FROM THE PLAN
A participating employee may withdraw from the Plan at any time prior to the
last business day of each payment period by delivering a notice of withdrawal to
the Company. In order to execute a sale of all or part of the Shares purchased
under the Plan and held by the broker, the employee must contact the broker
directly. If the employee desires to withdraw from the Plan by liquidating all
or part of his/her shareholder interest, he/she shall receive the proceeds from
the sale thereof, minus the commission and other expenses on such sale.
ARTICLE 13
NO TRANSFER OR ASSIGNMENT
An employee's rights to purchase Shares under the Plan through payroll deduction
are his/hers alone and may not be transferred or assigned to, or availed of, by
any other person.
ARTICLE 14
TERMINATION OF EMPLOYEE RIGHTS
All of the employee's rights under the Plan will terminate when he/she ceases
to be an employee due to retirement, resignation, death, termination, or any
other reason. A notice of withdrawal will be deemed to have been received from
an employee on the day his/her employment ceases, and all payroll deductions not
transferred to the broker will be refunded. If an employee's payroll deductions
are interrupted by any legal process, a withdrawal notice will be deemed as
having been received on the day the interruption occurs.
ARTICLE 15
TERMINATION AND AMENDMENT TO THE PLAN
The Plan may be terminated at any time by the Company's Board of Directors if
the interests of the Company so require. Upon such termination or any other
termination of the Plan, all payroll deductions not used to purchase Shares will
be refunded. The Board of Directors also reserves the right to amend the Plan
from time to time in any respect.
4
<PAGE> 5
TYCO EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
ARTICLE 16
LOCAL TAX LAWS
If the provisions of the Plan contradict local tax laws, the local tax laws
shall prevail.
IN WITNESS WHEREOF, this restated and amended Plan has been duly signed for and
on behalf of the Company by a member of its Committee on the 27th day of July
1998.
TYCO INTERNATIONAL (US) INC.
By /s/ Kelly M. Heffernan
----------------------------
Kelly M. Heffernan
Clerk, Tyco Retirement
Committee
5
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Tyco International Ltd. of our report dated
October 23, 1998, on our audits of the consolidated financial statements and
consolidated financial statement schedule at September 30, 1998 and 1997, and
for the year ended September 30, 1998, the nine months ended September 30, 1997
and the year ended December 31, 1996, which report is included in Tyco's Annual
Report on Form 10-K for the year ended September 30, 1998, and of our report
dated November 23, 1998, on our audit of the combination of the historical
consolidated financial statements and consolidated financial statement schedule
of Tyco International Ltd. and United States Surgical Corporation after
restatement for the pooling of interests as described in Note 1 to the
supplemental consolidated financial statements, which report is included in
Tyco's Current Report on Form 8-K filed December 10, 1998.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
December 16, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Tyco International
Ltd. of our report January 31, 1997 on our audit of the consolidated statements
of income, changes in shareholders' investment and cash flows of Keystone
International, Inc. and subsidiaries for the year ended December 31, 1996,
included in the Tyco International Ltd. Annual Report on Form 10-K for the year
ended September 30, 1998 and the Tyco International Ltd. Current Report on Form
8-K filed December 10, 1998, and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
December 16, 1998
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Tyco International Ltd. of our report dated September 30, 1998
(relating to the consolidated balance sheet of United States Surgical
Corporation and its subsidiaries as of September 30, 1997, and the consolidated
statements of operations, changes in stockholders' equity and cash flows for
the nine month ended September 30, 1997, the twelve month period ended
December 31, 1996 and the related financial statement schedule for the nine
month period ended September 30, 1997 and the twelve month period ended
December 31, 1996), which report is included in Tyco International Ltd.'s
Current Report on Form 8-K filed December 10, 1998.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
December 16, 1998
