<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1999
REGISTRATION NO. 333-73223
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BERMUDA 7382 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
THE GIBBONS BUILDING
10 QUEEN STREET, SUITE 301
HAMILTON HM 11 BERMUDA
(441) 292-8674*
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
MARK H. SWARTZ
C/O TYCO INTERNATIONAL (US) INC
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
*Tyco International Ltd. maintains its registered and principal executive
offices at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11
Bermuda. The executive offices of Tyco'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.
------------------------------
COPIES TO:
JOSHUA M. BERMAN, ESQ.
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the 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, as amended (the "Securities Act"), check the following box. /X/
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 statement number of the earlier
effective registration statement for the same offering. / / ______
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. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
[LOGO]
57,873 COMMON SHARES
---------------
The common shares of Tyco International Ltd. covered by this document are
being offered and sold by the selling shareholders named in this document. Each
of the selling shareholders is a former stockholder or optionholder of
Progressive Angioplasty Systems, Inc., which was acquired in 1997 by United
States Surgical Corporation. US Surgical was acquired by Tyco in October, 1998.
Tyco will not receive any of the proceeds from the sale of the shares offered by
the selling shareholders.
No underwriting is being used in connection with this offering of common
shares, and the common shares are being offered without underwriting discounts.
Tyco will pay the expenses of this registration. The selling shareholders will
pay any brokerage commissions, discounts and fees. Consequently, a selling
shareholder's net proceeds from its sale of shares will be the sales price of
the shares sold, less expenses.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On March 17, 1999, the last sale price for Tyco common
shares, as reported on the New York Stock Exchange, was $73.440 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS DOCUMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
------------------------
The date of this prospectus is March 18, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and current reports, proxy statements and other
information with the SEC. Tyco's filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document Tyco files with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows Tyco to "incorporate by reference" information filed with the
SEC, which means that Tyco can disclose important information to you by
referring you to those documents. These incorporated documents contain important
business and financial information about Tyco that is not included in or
delivered with this document. The information incorporated by reference is
considered to be part of this document, and later information filed with the SEC
may update and supersede this information. Tyco incorporates by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934
prior to the end of the offering of common shares under this document.
1. Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended
September 30, 1998, except for Part II Items 6, 7, 7A and 8.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
1998.
3. Current Reports on Form 8-K and Form 8-K/A filed on May 13, 1998,
December 10, 1998 and December 11, 1998.
4. The description of Tyco's common shares set forth in Tyco's Registration
Statement on Form 8-A/A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address and telephone number:
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM11, Bermuda
(441) 292-8674
Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THE SELLING SHAREHOLDERS WILL NOT MAKE AN OFFER OF
THE COMMON SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
i
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information....................................... i
The Company............................................................... 2
Current Developments...................................................... 2
Use of Proceeds........................................................... 3
Selling Shareholders...................................................... 3
Plan of Distribution...................................................... 7
Legal Matters............................................................. 7
Experts................................................................... 7
</TABLE>
1
<PAGE>
THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
- designs, manufactures and distributes electrical and electronic components
and designs, manufactures, installs and services undersea cable
communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts vehicle auctions and related
services;
- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and
- designs, manufactures and distributes flow control products.
Tyco's strategy is to be the low-cost, high quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
On July 2, 1997, a wholly-owned subsidiary of what was formerly called ADT
Limited merged with Tyco International Ltd., a Massachusetts corporation. Upon
consummation of the merger, ADT, the continuing public company, changed its name
to Tyco International Ltd.
Tyco's registered and principal executive offices are located at The Gibbons
Building, 10 Queen Street, Suite 301, Hamilton HM 11, Bermuda, and its telephone
number is (441) 292-8674. The executive offices of Tyco's principal United
States subsidiary, Tyco International (US) Inc., are located at One Tyco Park,
Exeter, New Hampshire 03833, and its telephone number is (603) 778-9700.
CURRENT DEVELOPMENTS
PENDING ACQUISITION OF AMP
On November 22, 1998, a subsidiary of Tyco entered into a definitive merger
agreement for the acquisition of AMP Incorporated. It is estimated that Tyco
will issue up to approximately 186.0 million common shares for delivery by its
subsidiary to the former shareholders of AMP in the merger. AMP designs,
manufactures and markets electronic, electrical and electro-optic connection
devices and associated application tools and machines. AMP had annual revenues
of approximately $5.5 billion in 1998.
The acquisition of AMP, which will be accounted for as a pooling of
interests, has been structured so that AMP shareholders will receive for each of
their shares of AMP common stock a fraction of a Tyco common share valued
between $51.00 and $55.95. The fraction will be determined based on the average
of the daily weighted averages of the trading price of Tyco common shares on the
New York Stock Exchange for the 15 trading days ending on March 26, 1999, which
is the fourth trading day prior to the date of the special meeting of AMP
shareholders to vote on the merger.
Tyco has identified certain risks in connection with the AMP acquisition,
including:
- The benefits to Tyco and its shareholders of the merger are predicated on
the assumption that the merger will be accretive to Tyco's earnings per
share, but this will only be the case if Tyco can efficiently integrate
AMP with Tyco's existing operations. On a pro forma basis, which combines
the financial results of the two companies based upon their historical
performance, the merger is not accretive to earnings per share. Tyco
expects that the merger will be accretive if it can realize cost savings
and synergies through the combination of the two companies. In this
regard, Tyco's management believes that it can continue to implement and
enhance AMP's profit
2
<PAGE>
improvement plan, which involves staff reductions, plant closings and
consolidations and other cost cutting activities. Tyco has in the past
been successful in integrating prior acquisitions and realizing
anticipated earnings benefits. However, with facilities in 53 countries
and approximately 48,500 employees worldwide, AMP is substantially larger
than the largest company previously integrated by Tyco's management. It is
possible that Tyco will not be able to integrate AMP in a manner that
achieves the desired savings and other benefits. Also, it may take longer
to achieve these savings and other benefits than anticipated by Tyco's
management. If so, Tyco's earnings-per-share performance, which is driven
in part by the success of its acquisitions, is likely to suffer.
- The AMP acquisition could significantly increase the effects of the
downturn in the Asian economy on Tyco. Historically, only 3% of Tyco's
revenues were attributable to Tyco's Asian operations, as opposed to 20%
of AMP's revenues. The effect of the downturn has been more pronounced on
AMP because of AMP's greater dependence on Asian business. Tyco cannot
predict how long the economic downturn in Asia will persist.
The consummation of the AMP transaction is contingent upon approval by the
AMP shareholders of the merger, approval by the Tyco shareholders of the
issuance of the Tyco common shares to be delivered in connection with the merger
and other customary conditions. Special meetings of the shareholders of Tyco and
AMP to consider these matters have been scheduled for April 1, 1999. Tyco
expects that the closing of the AMP transaction will occur shortly after receipt
of the required shareholder consents. There is no assurance that the AMP
acquisition will be consummated.
AMP is subject to the informational requirements of the Exchange Act, and in
accordance with the Exchange Act, files reports, proxy statements and other
information with the SEC. Tyco has filed a registration statement on Form S-4
with the SEC in respect of the AMP transaction which has been declared
effective.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered hereby will go
to the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders are former stockholders or optionholders of
Progressive Angioplasty Systems, Inc. PAS was acquired by United States Surgical
Corporation under the terms of an agreement and plan of merger dated February 4,
1997 and amended as of August 6, 1997. Pursuant to this merger agreement, US
Surgical issued shares of its common stock to the PAS stockholders with an
aggregate value of approximately $73.8 million. US Surgical also agreed to
assume the outstanding PAS stock options, which became options to acquire US
Surgical common stock.
In addition, the merger agreement between US Surgical and PAS provided that
the former PAS stockholders, and former PAS optionholders following exercise of
their options, would be entitled to receive, without payment of any additional
consideration, in the aggregate:
1. US Surgical common stock with a value of up to $25 million, some of
which was paid upon closing of the merger, if certain milestones related to
the business of PAS were achieved. This stock is referred to as "milestone
consideration."
2. US Surgical common stock with a value of up to $50 million, some of
which was paid upon closing of the merger, if specified net sales of
catheters, stents and radiation products embodying PAS's proprietary
technology were achieved at various times through December 31, 2003. This
stock is referred to as "earn out consideration."
3
<PAGE>
On October 1, 1998, Tyco acquired US Surgical. Under the terms of the
agreement and plan of merger between Tyco and US Surgical, Tyco agreed to assume
the obligation of US Surgical to deliver additional stock to the former PAS
stockholders and optionholders, except that Tyco common shares would be
delivered rather than shares of US Surgical common stock. The common shares
offered by this document and listed below are shares that were issued to the
former PAS stockholders or are issuable to former PAS optionholders as a result
of the occurrence of certain milestone events or as earn out consideration for
sales of products during the period just prior to the merger of Tyco and US
Surgical through January 1, 1999. Additional common shares may be offered in the
event that
- other former PAS optionholders who are entitled to receive milestone
consideration or earn out consideration upon exercise of their options
exercise such options;
- additional milestone consideration or earn out consideration becomes
payable to former PAS stockholders and optionholders; or
- additional common shares are issued to the selling shareholders by way of
adjustment to milestone consideration or earn out consideration they have
previously received,
and the recipients of such additional shares elect to have their additional
shares offered. In addition, certain former PAS stockholders and optionholders
that have received milestone consideration and earn out consideration but have
not elected to have their shares offered may elect to do so in the future. If
any additional common shares are to be offered, this document will be
appropriately supplemented or amended.
On February 19, 1999, US Surgical commenced an action in the United States
District Court for the District of Delaware against one of the selling
shareholders. (United States Surgical Corporation v. Frank Litvack, Civil Action
No. 99-088). The action seeks a declaratory judgment that the terms of the
merger agreement between US Surgical and PAS do not prohibit US Surgical from
discontinuing any business or operations conducted by PAS prior to its merger
with US Surgical or give any right or remedy to the former PAS stockholders and
optionholders as a result of such discontinuance.
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------ --------------- ---------------
<S> <C> <C> <C>
Yanira L. Amaya............................................. 4 4 --
William A. Arndt............................................ 11 11 --
Arnhold & S. Bleichroeder, Inc. (for Gary Fuhrman).......... 119 119 --
Arnhold & S. Bleichroeder, Inc. (for Michelle Drasher)...... 38 22 16
Angela Ayrapetian........................................... 8 4 4
Scott Baldwin............................................... 53 53 --
Laura L. Bauer.............................................. 11 6 5
Howard Berlin............................................... 99 89 10
Walter Blair................................................ 25,346 2,099 23,247
John Bohan.................................................. 314 11 303
Barry Calvarese............................................. 769 421 348
Edward Casey................................................ 15 15 --
Steven Casey................................................ 24 24 --
Ary S. Chernomorsky......................................... 195 181 14
Irvin Cooper................................................ 131 49 82
Laura N. Dietch............................................. 4,446 166 4,280
Catherine Diez-Luckie....................................... 13,243 744 12,499
Neal Eigler................................................. 177,549 7,579 169,970
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------ --------------- ---------------
<S> <C> <C> <C>
Evelin Eigler, Trustee of the Seldon Baker Trust............ 790 28 762
Hartmut & Maria Eysell, JT TEN.............................. 864 31 833
Sepehr Fariabi.............................................. 10,512* 229 10,283
John Friedman............................................... 105 105 --
Glen K. Furuta.............................................. 14,254 587 13,667
John S. Geis................................................ 618 119 499
GSAM Oracle Fund, Inc....................................... 724 724 --
Stephen J. Guptill.......................................... 11 11 --
Allison Herd................................................ 6 6 --
Robert Hess and Rosemarie Hess, Trustees FBO Hess Family
Trust, U/A/D/ dated 8/3/89................................ 162,296 17,544 144,752
William Hess................................................ 31 31 --
Hoegh Invest AS............................................. 2,064 77 1,987
Jerome Jackson.............................................. 15,736 921 14,815
Earl L. Jackson and Julia Ender Jackson as Community
Property.................................................. 790 28 762
FBO Ronald P. Karlsberg Cardiovascular Group of Southern
California 401(k) Profit Sharing Plan DTD 1/1/89.......... 1,274 17 1,257
Edward Kosinski............................................. 1,427 53 1,374
Karen Krasney............................................... 741 15 726
Larry Kuhn.................................................. 49 49 --
Martin B. Leon M.D.......................................... 1,486 166 1,320
Frank Litvack............................................... 359,675 17,950 341,725
Litvack-Curtis Children's Trust, Robert Harabedian,
Trustee................................................... 19,916 1,013 18,903
Imelda Lopez................................................ 4 4 --
Yoh Chie Lu................................................. 259 259 --
Gail A. Macko............................................... 294 25 269
Cecilia Madriz.............................................. 2 2 --
Patrick A. McBrayer......................................... 11 11 --
Barry D. Meyer.............................................. 17 17 --
David B. Modesitt........................................... 13 13 --
David Moyne................................................. 25 22 3
August J. Neudecker......................................... 978 119 859
Kiue Nguyen................................................. 3 3 --
Suong N. Nguyen............................................. 8 4 4
Gerardo V. Noriega.......................................... 426 70 356
Och-Ziff Capital Management, L.P............................ 905 905 --
Daniel P. Paduano........................................... 97 89 8
Paine Webber in Trust of the Jonathan Edelson IRA........... 22 22 --
Paine Webber Inc., as custodian of the IRA account of Jason
F. Fensterstock........................................... 30 30 --
Paine Webber Inc., as custodian of the IRA account of Blair
Fensterstock.............................................. 689 25 664
Kinam Park.................................................. 1,757 73 1,684
Hortensia Pinon............................................. 8 8 --
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
- ------------------------------------------------------------ ------------------ --------------- ---------------
<S> <C> <C> <C>
Nathan Ramaswami............................................ 86 2 84
Kamal Ramzipoor............................................. 917 112 805
Robert L. Schmidlen......................................... 131 7 124
J. Curt Schnackenberg....................................... 28 28 --
Gary Schonwald.............................................. 54 25 29
Michael Seidel.............................................. 10 10 --
Nancy Shanley............................................... 737 26 711
Dieter Stoeckel............................................. 426 9 417
Lawrence J. Tedesco, Sr..................................... 346 12 334
Paul Teirstein M.D.......................................... 84 84 --
The Phoenix Insurance Company............................... 200 179 21
The Travelers Indemnity Company............................. 1,495 1,327 168
The Travelers Insurance Company............................. 3,042 2,566 476
The Travelers Life and Annuity Company...................... 159 149 10
Jocelyn Trinidad............................................ 6 3 3
Michael B. Van der Zweep.................................... 2,213 203 2,010
James Whiting............................................... 15 15 --
Sally J. Wilson............................................. 529 56 473
Wilson, Sonsini, Goodrich & Rosati Profit Sharing Plan,
Mario M. Rosati and Douglas M. Laurice, Trustees, FBO J.
Casey McGlynn............................................. 11 11 --
WS Investment Company 96A................................... 41 41 --
Fred Zuber.................................................. 6 6 --
Total: 831,828 57,873 773,955
</TABLE>
- ------------------------
* Includes 6,611 options to purchase Tyco common shares.
Certain selling shareholders are employees, or former employees or
consultants of US Surgical and its subsidiaries.
6
<PAGE>
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions at
negotiated prices. The manner in which sales of common shares can be made
include:
- ordinary brokerage transactions;
- transactions in which a broker solicits purchasers;
- block trades;
- purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
- put or call option transactions relating to the common shares; or
- transactions directly between seller and purchaser without a
broker-dealer.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in connection
with the sale of the common shares that are offered by this document may be
deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
Tyco will pay all expenses of registration of the common shares offered
hereby, other than commissions, discounts and fees of brokers, dealers or
agents.
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby have been passed upon for Tyco by Appleby, Spurling & Kempe, Hamilton,
Bermuda, Bermuda counsel to Tyco. Michael L. Jones, Secretary of Tyco, is a
partner of Appleby, Spurling & Kempe.
EXPERTS
The consolidated financial statements and financial statement schedule of
Tyco as of 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, included in Tyco's Current Report on Form 8-K filed on December 10, 1998,
and incorporated by reference in this document, give retroactive effect to the
merger between Tyco International Ltd. and United States Surgical Corporation,
and have been audited by PricewaterhouseCoopers, independent accountants, as set
forth in their report included therein. In its report, that firm states that
with respect to certain subsidiaries its opinion is based upon the reports of
other independent accountants, namely Arthur Andersen LLP and Deloitte & Touche
LLP. The consolidated financial statements and financial statement schedule
referred to above have been incorporated herein in reliance upon said reports
given upon the authority of such firms as experts in accounting and auditing.
The combined financial statements of The Sherwood-Davis & Geck Group as of
and for the year ended December 31, 1997 included in Tyco's Current Report on
Form 8-K/A filed on May 13, 1998 and incorporated by reference in this document
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report included therein, and have been so incorporated in
reliance upon the report of said firm and upon the authority of said firm as
experts in accounting and auditing.
7
<PAGE>
TYCO INTERNATIONAL LTD.
57,873 COMMON SHARES
------------------------
PROSPECTUS
------------------------
MARCH 18, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses payable by the Registrant in
connection with the offering described in this registration statement will be as
follows:
<TABLE>
<CAPTION>
TOTAL
---------
<S> <C>
SEC registration fee (actual)...................................................... $ 6,196
Accounting fees and expenses....................................................... $ 10,000
Legal fees and expenses............................................................ $ 20,000
Miscellaneous expenses............................................................. $ 3,804
---------
$ 40,000
---------
---------
</TABLE>
ITEM 15. 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.
Tyco maintains $75 million of insurance to reimburse the directors and
officers of Tyco and its subsidiaries 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 Tyco and or any of its subsidiaries. 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 Tyco
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
ITEM 16. EXHIBITS
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement. Prior to July 2, 1997, the
Registrant's name was ADT Limited.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
3.1 Memorandum of Association of Tyco (previously filed as an Exhibit to the Annual Report on Form 10-K
of ADT Limited for the year ended December 31, 1992)
3.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to Tyco's Current Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to ADT Limited's Form 8-A dated November 12, 1996)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.2 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated March 3, 1997)
4.3 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated July 2, 1997)
5.1 Opinion of Appleby, Spurling & Kempe**
10.1 Agreement and Plan of Merger, dated February 4, 1997, by and among United States Surgical
Corporation, USSC Del Medical, Inc. and Progressive Angioplasty Systems, Inc.*
10.2 First Amendment, dated August 6, 1997, by and between United States Surgical Corporation, USSC Del
Medical, Inc. and Progressive Angioplasty Systems, Inc.*
10.3 Agreement and Plan of Merger, dated May 25, 1998, among Tyco International Ltd., T11 Acquisition
Corp. and United States Surgical Corporation (previously filed as an Exhibit to Tyco's Form S-4 filed
July 14, 1998)*
23.1 Consent of PricewaterhouseCoopers**
23.2 Consent of Arthur Andersen LLP (Houston)**
23.3 Consent of Deloitte & Touche LLP**
23.4 Consent of Arthur Andersen LLP (Roseland)**
23.5 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)**
24.1 Power of Attorney (contained on the signature page of this registration statement)*
</TABLE>
- ------------------------
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act and will be governed by the final
adjudication of such issue.
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;
II-2
<PAGE>
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 maximum aggregate offering price may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act, 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; 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 clauses (i) and (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
such clauses is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 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, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
The undersigned Registration hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective; and (2) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town Exeter, State of New Hampshire, on the 18th day of
March, 1999.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on March 18,
1999 in the capacities indicated below.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
* Chairman of the Board,
- ------------------------------ President,
L. Dennis Kozlowski Chief Executive Officer
and Director
(Principal Executive
Officer)
* Director
- ------------------------------
Michael A. Ashcroft
* Director and Vice
- ------------------------------ President
Joshua M. Berman
* Director
- ------------------------------
Richard S. Bodman
* Director
- ------------------------------
John F. Fort
* Director
- ------------------------------
Stephen W. Foss
* Director
- ------------------------------
Richard A. Gilleland
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
* Director
- ------------------------------
Philip M. Hampton
* Director
- ------------------------------
James S. Pasman, Jr.
* Director
- ------------------------------
W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President
- ------------------------------ and
Mark H. Swartz Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Director
- ------------------------------
Frank E. Walsh, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ MARK H. SWARTZ
-------------------------
Mark H. Swartz
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
The following is a complete list of exhibits filed or incorporated by
reference as a part of this registration statement. Prior to July 2, 1997, the
Registrant's name was ADT Limited.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
3.1 Memorandum of Association of Tyco (previously filed as an Exhibit to the Annual Report on Form 10-K
of ADT Limited for the year ended December 31, 1992)
3.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to Tyco's Current Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to ADT Limited's Form 8-A dated November 12, 1996)
4.2 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated March 3, 1997)
4.3 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated July 2, 1997)
5.1 Opinion of Appleby, Spurling & Kempe**
10.1 Agreement and Plan of Merger, dated February 4, 1997, by and among United States Surgical
Corporation, USSC Del Medical, Inc. and Progressive Angioplasty Systems, Inc.*
10.2 First Amendment, dated August 6, 1997, by and between United States Surgical Corporation, USSC Del
Medical, Inc. and Progressive Angioplasty Systems, Inc.*
10.3 Agreement and Plan of Merger, dated May 25, 1998, among Tyco International Ltd., T11 Acquisition
Corp. and United States Surgical Corporation (previously filed as an Exhibit to Tyco's Form S-4 filed
July 14, 1998)*
23.1 Consent of PricewaterhouseCoopers**
23.2 Consent of Arthur Andersen LLP (Houston)**
23.3 Consent of Deloitte & Touche LLP**
23.4 Consent of Arthur Andersen LLP (Roseland)**
23.5 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)**
24.1 Power of Attorney (contained on the signature page of this registration statement)*
</TABLE>
- ------------------------
* Previously filed.
** Filed herewith.
<PAGE>
Exhibit 5.1
MLJ/af/73287.27
18 March, 1999
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM 11
Bermuda
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3
We have acted as attorneys in Bermuda for Tyco International Ltd., a Bermuda
limited liability company ("Tyco"), in connection with its filing with the
United States Securities and Exchange Commission of a Registration Statement on
Form S-3, File No. 333-73223, as amended by Amendment No. 1 thereto (together
the "Registration Statement"), with respect to 300,000 of the Company's common
shares, US$0.20 par value per share (the "Shares"), issued to the selling
shareholders named in the Registration Statement (the "Selling Shareholders")
under the Securities Act of 1933, as amended, of the United States.
For the purposes of this opinion we have examined and relied upon the documents
listed which, in some cases, are also defined in the Schedule to this opinion,
(the "Documents").
Unless otherwise defined herein terms defined in the Registration Statement have
the same meanings when used in this opinion.
ASSUMPTIONS
We have assumed:
(i) that there is no provision of the law, regulation or public policy of any
jurisdiction, other than Bermuda, which would have a material effect on any of
the opinions herein expressed;
(ii) that all representations and factual statements appearing in the
Registration Statement are true, accurate and complete in all material respects;
(iii) the genuineness of all signatures on the Documents;
<PAGE>
(iv) the authenticity, accuracy and completeness of all documents submitted to
us as originals and the conformity to authentic original documents, of all
documents produced to us as certified, conformed, notarised or photostatic
copies;
(v) that options held by the Selling Shareholders to acquire US Surgical common
stock pursuant to the merger agreement between US Surgical and PAS (the "PAS
Merger") have been or will be validly exercised in accordance with their terms;
(vi) that pursuant to the PAS Merger US Surgical received valid consideration
for the US Surgical common stock issued or to be issued to the Selling
Shareholders, and that such consideration represents not less than the par
value of the Shares issued, or to be issued, by Tyco in satisfaction of the
obligation of US Surgical to the Selling Shareholders assumed by Tyco
pursuant to the terms of the agreement and plan of merger between Tyco and US
Surgical;
(vii) that the information disclosed by our Searches has not been materially
altered and that the Searches did not fail to disclose any material information
which had been delivered for filing or registration, but was not disclosed or
did not appear on the public file at the time of the Searches;
(viii) that the Signature Pages evidence the approval of all of the Directors of
Tyco of all matters relating to Tyco set out in the Registration Statement;
(ix) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part and accurately record the resolutions
passed by the Board of Directors of the Company at a meeting which was duly
convened and at which a duly constituted quorum was present and voting
throughout; and
(x) that any resolutions of the Board of Directors of Tyco, being similar to the
Resolutions, in respect of the authorisation of the issue of the balance of the
Shares will be adopted at a meeting which will have been validly convened and
at which a duly constituted quorum will be present and voting throughout and
such resolutions will be in full force and effect and will not have been
rescinded in whole or in part at the time that such shares are issued.
OPINION
Based on and subject to the foregoing, subject to the reservations set out
below, and to any matters not disclosed to us, we are of the opinion that:
(1) Tyco has been duly incorporated as a limited liability company and is
validly existing and in good standing under the laws of Bermuda and has all
requisite corporate power and authority to issue the Shares.
(2) When duly issued pursuant to the Resolutions or similar duly adopted Board
resolutions all necessary action required to be taken by Tyco pursuant to
Bermuda law will have been taken by
<PAGE>
or on behalf of Tyco and all the necessary authorisations and approvals of
Governmental authorities in Bermuda have been duly obtained for the issue
by Tyco of the Shares.
(3) When duly issued pursuant to the Resolutions or similar duly adopted
Board resolutions and in the circumstances referred to or summarised
under the caption "Selling Shareholder" in the Registration Statement
the Shares will be (or, to the extent heretofore issued, are) validly
issued, fully paid and non-assessable shares in the capital of Tyco.
(4) There are no taxes, duties or other charges payable to or chargeable by the
Government of Bermuda, or any authority or agency thereof, in respect of
the issue of the Securities.
RESERVATIONS
We have the following reservations:-
(a) We express no opinion as to any other law other than Bermuda law and none
of the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the Courts of Bermuda as at the date
hereof.
(b) In paragraph (1) above, the term "good standing" means that the Company has
neither failed to make any filing with any Bermuda governmental authority
nor to pay any Bermuda government fee or tax, which might make it liable to
be struck off the Registrar of Companies and thereby cease to exist under
the laws of Bermuda.
(c) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of Tyco and subject to any contrary
provision in any agreement in writing between such company and the holder
of such shares, that no shareholder shall be bound by an alteration to the
Memorandum of Association or Bye-laws of Tyco after the date on which he
became a shareholder, 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, Tyco.
DISCLOSURE
This opinion is addressed to you in connection with the registration of the
Shares with the Securities and Exchange Commission solely for your benefit and
is neither to be transmitted to any other person, nor relied upon by any other
person or for any other purpose nor quoted or referred to in any public document
nor filed with any governmental agency or person, without our prior written
consent, except as may be required by law or regulatory authority. Further, this
opinion speaks as of its date and is strictly limited to the matters stated
herein.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our Firm under the
caption "Legal Matters " in the Prospectus included as part of the Registration
Statement.
<PAGE>
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
Yours faithfully
/s/ Appleby, Spurling & Kempe
- -----------------------------
<PAGE>
SCHEDULE
(1) A certified copy of excerpts of the Minutes of the Meetings of the Board of
Directors of Tyco held on 18 May, 1998 (with respect to the acquisition of
United States Surgical Corporation ("US Surgical") and 9 February, 1999
(authorising the issuance of not more than 75,000 shares to the former
stockholders and option holders of Progressive Angioplasty Systems Inc.
("PAS") in accordance with the term of the merger agreement between US
Surgical and PAS) (collectively referred to as the "Resolutions").
(2) A certified copy of the Certificate of Deposit of Memorandum of Increase of
Share Capital filed with the Registrar of Companies in Bermuda on 30 March,
1998;
(3) Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws of the Company (collectively referred to as the
`Constitutional Documents").
(4) A copy of the Registration Statement.
(5) A copy of the pages of the Registration Statement as initially filed signed
by all of the Directors of Tyco (the "Signature Pages").
(6) A copy of the permission dated 20 April, 1998 given by the Bermuda Monetary
Authority under the Exchange Control Act (1972) and related regulations for
the issue of 1,503,750,000 Tyco Common Shares.
(7) A certified copy of the Share Register of the Company reflecting the
entries in respect of the members of Tyco as at 18 March, 1999.
(8) The entries and filings shown in respect of the Company on the file of the
Company maintained in the Register of Companies at the office of the
Registrar of Companies in Hamilton, Bermuda, and the entries and filings
shown in the Supreme Court Causes Book maintained at the Registry of the
Supreme Court in Hamilton, Bermuda, as revealed by searches done on 17
March, 1999 (collectively referred to as the "Searches").
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement on Form S-3 of Tyco International Ltd. (File No.
333-73223) 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 consolidated financial statements, which report is
included in Tyco's Current Report on Form 8-K filed December 10, 1998. We also
consent to the reference to our firm under the caption "Experts."
/s/ PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
March 17, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Registration Statement on Form S-3 of Tyco
International Ltd. (File No. 333-73223) of our report dated 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.
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
March 17, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-73223 on Form S-3 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 period 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, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
March 17, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Registration Statement of Tyco
International Ltd. on Form S-3 (File No. 333-73223) of our report dated May 11,
1998 covering the combined financial statements of The Sherwood-Davis & Geck
Group as of and for the year ended December 31, 1997, and to all references to
our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 17, 1999
