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REGISTRATION STATEMENT CONSISTS OF 7 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 7.
File No. 333-
As filed with the Securities and Exchange Commission on November 4, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Tyco International Ltd.
(Exact Name of Registrant as Specified in Its Charter)
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Bermuda Not Applicable
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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.
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Tyco International (Ireland) Employee Share Scheme
Tyco International (Ireland) Employee Share Scheme for Employees of
M/A COM Eurotec B.V.
Tyco International (Ireland) Employee Share Scheme for Employees of
Tyco Printed Circuit Group--Dublin Division
Tyco International (Ireland) Employee Share Scheme for Employees of
Raychem International
(Full Title of the Plan)
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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)
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Calculation of Registration Fee
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered (1) registered (2) per share (3) price (3) fee (4)
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<S> <C> <C> <C> <C>
Common Shares, $0.20 par
value.................. 1,200,000 shares $37.3125 $44,775,000 $12,448
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</TABLE>
(1) With attached rights to purchase preferred or additional common shares in
certain circumstances.
(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 registration fee. It is not
known how many shares will be purchased under the plans or at what price
such shares will be purchased. The above calculation is based on the
average of the high and low prices of the Registrant's Common Shares as
reported on the New York Stock Exchange Composite Index on November 1,
1999.
(4) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act and Rule 457(o) promulgated thereunder, is .000278
of the maximum aggregate offering price at which the securities registered
pursuant to this Registration Statement are proposed to be offered.
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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" or the "Registrant") hereby
incorporates by reference the documents listed below, which have previously
been filed with the SEC:
(a) The Registrant's 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;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1998, March 31, 1999 and June 30, 1999;
(c) The Registrant's Current Reports on Form 8-K filed on December 10,
1998, April 15, 1999, June 3, 1999, July 21, 1999, August 27, 1999,
September 14, 1999 and October 22, 1999 and Forms 8-K/A filed on May 13,
1998 and December 11, 1998; and
(d) The description of the Registrant's Common Shares set forth in the
Company's Registration Statement on Form 8-A/A filed on March 1, 1999.
In addition, all documents subsequently filed with the SEC by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, 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.
Item 6. Indemnification Of Directors And Officers.
Bye-Law 102 of the Company's Bye-Laws provides, in part, that the Company
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 the Company 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 $100,000,000 of insurance to reimburse the
directors and officers of the Company 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 the Registrant 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 the Registrant pursuant to Section
16(b) of the Exchange Act and deliberate dishonesty.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. 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>
4.1 Memorandum of Association of the Company (previously filed as an
Exhibit to the Annual Report on Form 10-K of ADT Limited for the
year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to
Tyco International Ltd. (previously filed as an Exhibit to the
Company's Current Report dated July 2, 1997 on Form 8-K filed July
10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to April 1,
1999) (previously filed as an Exhibit to the Company's Form S-3
filed April 23, 1998 and as an Exhibit to the Company's Current
Report dated September 10, 1999 on Form 8-K filed September 14,
1999)
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 Arthur Andersen LLP (Philadelphia)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed or
furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this 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; and
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(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 or the Plan.
(b) 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 Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such indemnification is
against public policy as expressed in the Securities 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.
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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 4th day of
November, 1999.
Tyco International Ltd.
/s/ Mark H. Swartz
By: _________________________________
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 attorneys-in-fact and agents, 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 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
November 4, 1999 and in the capacities indicated below.
<TABLE>
<S> <C>
/s/ L. Dennis Kozlowski Chairman of the Board, President, Chief
___________________________________________ Executive Officer and Director (Principal
L. Dennis Kozlowski 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, III Director
___________________________________________
John F. Fort, III
/s/ Stephen W. Foss Director
___________________________________________
Stephen W. Foss
</TABLE>
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<TABLE>
<S> <C>
/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 and Chief
___________________________________________ Financial Officer (Principal Financial and
Mark H. Swartz Accounting Officer)
/s/ Frank E. Walsh, Jr. Director
___________________________________________
Frank E. Walsh, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
4.1 Memorandum of Association of the Company (previously filed as an
Exhibit to the Annual Report on Form 10-K of ADT Limited for the
year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to
Tyco International Ltd. (previously filed as an Exhibit to the
Company's Current Report dated July 2, 1997 on Form 8-K filed July
10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to April 1,
1999) (previously filed as an Exhibit to the Company's Form S-3
filed April 23, 1998 and as an Exhibit to the Company's Current
Report dated September 10, 1999 on Form 8-K filed September 14,
1999)
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 Arthur Andersen LLP (Philadelphia)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
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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 May 28, 1999, on
our audits of the consolidated financial statements and the consolidated
financial statement schedule of Tyco International Ltd., 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, which report
is included in Tyco's Current Report on Form 8-K filed June 3, 1999.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
November 3, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC 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 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 Reports on Form 8-K
filed June 3, 1999.
/s/ Arthur Andersen LLP
Houston, Texas
November 3, 1999
<PAGE>
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 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 Reports on Form 8-K filed June 3, 1999.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
November 3, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Tyco International Ltd. on Form S-
8 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.
/s/ Arthur Andersen LLP
Roseland, New Jersey
November 3, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC 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 dated February 12, 1999 (except with respect to the matter
disclosed in Note 18--Merger with Tyco International Ltd., as to which the
date is April 2, 1999) on our audit of the consolidated balance sheets of AMP
Incorporated and subsidiaries as of September 30, 1998 and 1997, and the
related consolidated statements of income, shareholders' equity and cash flows
for the year ended September 30, 1998, the nine months ended September 30,
1997, and the year ended December 31, 1996 included in the Tyco International
Ltd. Current Report on Form 8-K filed June 3, 1999, and to all references to
our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
November 3, 1999
