UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 5, 1999
0-16979
(Commission File Number)
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TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
(State of Incorporation) (IRS Employer
Identification Number)
The Gibbons Building, 10 Queen Street, Suite 301, Hamilton, HM11, Bermuda
(Address of registrant's principal executive office)
441-292-8674*
(Registrant's telephone number)
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*The executive offices of 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.
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ITEM 5. Other Events
On November 5, 1999, General Acquisition Corp. ("General
Acquisition"), a Nevada corporation and a wholly-owned subsidiary of Tyco
International Ltd. ("Tyco"), a Bermuda company, entered into Amendment No. 1 to
the Agreement and Plan of Merger, dated as of August 23, 1999 by and among
General Acquisition, Tyco Acquisition Corp. XXIII (successor by assignment to
General Sub Acquisition Corp.), a Delaware corporation and a wholly-owned
subsidiary of General Acquisition, and General Surgical Innovations, Inc., which
is attached hereto as Exhibit 2.2.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
- -------------- -----
2.2 Amendment No. 1, dated as of November 5, 1999, to the
Agreement and Plan of Merger, dated as of August 23, 1999
among General Acquisition Corp., General Sub Acquisition
Corp., General Surgical Innovations, Inc. and Tyco
Acquisition Corp. XXIII.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
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Mark H. Swartz
Executive Vice President and
Chief Financial Officer
Date: November 9, 1999
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Exhibit Index
Exhibit Number Title
- -------------- -----
2.2 Amendment No. 1, dated as of November 5, 1999, to the
Agreement and Plan of Merger, dated as of August 23, 1999
among General Acquisition Corp., General Sub Acquisition
Corp., General Surgical Innovations, Inc. and Tyco
Acquisition Corp. XXIII
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Exhibit 2.2
AMENDMENT NO.1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of November 5, 1999 (this
"Amendment"), to the Agreement and Plan of Merger, dated as of August 23, 1999
(the "Merger Agreement"), among General Acquisition Corp. ("Parent"), a Nevada
corporation and a direct, wholly-owned subsidiary of Tyco International Ltd.,
General Sub Acquisition Corp., a California corporation and a direct,
wholly-owned subsidiary of Parent ("Merger Sub"), and General Surgical
Innovations, Inc., a California corporation (the "Company"), is entered into
among Parent, Merger Sub, the Company and Tyco Acquisition Corp. XXIII, a
Delaware corporation and a direct, wholly-owned subsidiary of Parent ("New
Merger Sub").
WITNESSETH:
WHEREAS, Parent, Merger Sub and the Company have previously
entered into the Merger Agreement, which contemplates that acquisition of all of
the outstanding equity interests in the Company by Parent by means of a merger
of Merger Sub with and into the Company (the "Merger"); and
WHEREAS, the parties to the Merger Agreement desire to amend
certain terms of such agreement in the manner set forth below.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, Parent, Merger Sub, the Company and New Merger Sub hereby agree as
follows:
1. Merger Sub hereby assigns and transfers all of its rights
and obligations under the Merger Agreement to New Merger Sub, and the other
parties hereto hereby consent to such assignment and transfer and acknowledge
that such assignment and transfer will not be deemed to result in any breach of
any representations, warranties, covenants or agreements under the Merger
Agreement. All references in the Merger Agreement to "Merger Sub" shall now be
deemed to be references to "New Merger Sub". The parties acknowledge that in
addition to the filing of the Certificate of Merger with the Secretary of State
of the State of California contemplated by Section 1.02 of the Merger Agreement
the parties will be required to make a concurrent filing with the Secretary of
State of the State of Delaware to effectuate the Merger and that the effects of
the Merger will now be governed by both the CGCL and the General Corporation Law
of the State of Delaware.
2. The reference to "Section 7.01(j)" in Section 1.06(a) of
the Merger Agreement is hereby deleted from the Merger Agreement.
3. Section 7.01(j) of the Merger Agreement is hereby deleted
in its entirety from the Merger Agreement.
4. All references in this Amendment to capitalized terms that
are not otherwise defined shall be given the meanings ascribed to them in the
Merger Agreement.
5. Except as expressly stated in this Amendment, all of the
remaining terms of the Merger Agreement shall remain in full force and effect.
6. The terms of Article VIII of the Merger Agreement are
incorporated by reference into this Amendment.
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IN WITNESS WHEREOF, Parent, Merger Sub, the Company and New
Merger Sub have caused this Amendment to be executed as of the date first
written above by their respective officers thereunto duly authorized.
GENERAL ACQUISITION CORP.
By: /s/ Irving Gutin
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Name: Irving Gutin
Title: Vice President
GENERAL SUB ACQUISITION CORP.
By: /s/ Irving Gutin
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Name: Irving Gutin
Title: Vice President
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ Gregory D. Casciaro
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Name: Gregory D. Casciaro
Title: President and Chief
Executive Officer
TYCO ACQUISITION CORP. XXIII
By: /s/ Irving Gutin
--------------------------------
Name: Irving Gutin
Title: Vice President
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The undersigned hereby consents to Amendment No. 1, dated as
of November 5, 1999, to the Agreement and Plan of Merger, dated as of August 23,
1999, among General Acquisition Corp., General Sub Acquisition Corp., and
General Surgical Innovations, Inc., being entered into among General Acquisition
Corp., General Sub Acquisition Corp., General Surgical Innovations, Inc. and
Tyco Acquisition Corp. XXIII and the performance thereunder of the parties
thereto.
TYCO INTERNATIONAL LTD.
By: /s/ Byron Kalogerou
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Name: Byron Kalogerou
Title: Vice President and Assistant
Corporate Secretary
