<PAGE>
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 JUNE 10, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
POST EFFECTIVE AMENDMENTS NO. 1
TO
FORM S-4
REGISTRATION STATEMENTS
ON
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 INTERNATIONAL LTD.
LONG TERM INCENTIVE 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)
------------------------------
CALCULATION OF REGISTRATION FEE
<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)(5)
<S> <C> <C> <C> <C>
Common Shares, $0.20 par value........ 52,235,169 shares $87.8125 $4,586,900,778 $217,521
</TABLE>
(1) Includes associated Series A Preference Share purchase rights.
(2) 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.
(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 plan 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 June 3, 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.
(5) The filing fee with respect to 43,324,695 Common Shares registered hereunder
has been previously paid in connection with the Registrant's Registration
Statements on Form S-4 (File Nos. 333-31227, 333-31631, 333-59091 and
333-68745), as further described in the Explanatory Notes.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTES
1. Of the 52,235,169 Common Shares being registered hereunder for issuance
pursuant to the Registrant's Long Term Incentive Plan, 26,235,169 Common Shares
may be issued pursuant to options and other rights to acquire Common Shares
granted under benefit plans or other arrangements of companies acquired by the
Registrant and which options and other rights have been assumed by the
Registrant under the Long Term Incentive Plan. The following is a list of the
companies acquired by the Registrant, the benefit plans pursuant to which such
options and other rights were granted, and the aggregate number of Common Shares
registered hereunder that maybe issued under the Registrant's Long Term
Incentive Plan pursuant to such options and other rights.
<TABLE>
<CAPTION>
TOTAL COMMON SHARES
COMPANY PLANS REGISTERED HEREUNDER
- ---------------------------------- -------------------------------------------------------- --------------------
<S> <C> <C>
INBRAND Corporation INBRAND Corporation Stock Incentive Plan 1,270,954
Keystone International, Inc. Keystone International Inc. 1981 Stock Option 861,648
Plan (Non-Qualified)
The Amended and Restated Keystone
International, Inc. 1985 Incentive Plan
Keystone International, Inc. 1994 Directors' Stock
Option Plan
CIPE S.A. Plan d'Options CIPE France 1994 133,785
Plan d'Options CIPE France 1997
Holmes Protection Group Inc. Holmes Protection Group Inc. Amended and 43,616
Restated Senior Executives' Option Plan
Holmes Protection Group Inc. 1992
Directors' Option Plan
Holmes Protection Group Inc. 1996 Stock
Incentive Plan
United States Surgical Corporation Service Based Stock Option Plan 17,812,173
Employee Stock Option Plan (1981)
Progressive Angioplasty Systems, Inc. 1993
Stock Option Plan
Progressive Angioplasty Systems, Inc. 1996
Stock Option Plan
United States Surgical Corporation 1996
Employee Stock Option Plan
United States Surgical Corporation Outside
Directors Stock Plan
United States Surgical Corporation 1997 Key
Management Equity Investment Plan
United States Surgical Corporation 1993
Employee Stock Option Plan
United States Surgical Corporation 1990
Employee Stock Option Plan
AMP Incorporated AMP Incorporated 1993 Long-Term Equity 6,112,993
Incentive Plan
AMP Incorporated Stock Option Plan for Outside
Directors
AMP Incorporated Bonus Plan (Stock Plus Cash)
AMP Incorporated Employee Share
Purchase Plan
</TABLE>
2
<PAGE>
The remaining 26 million Common Shares registered hereunder for issuance
pursuant to the Registrant's Long Term Incentive Plan were approved by the
shareholders of the Registrant on April 1, 1999, conditioned on the consummation
of the merger of AMP Incorporated ("AMP") with a wholly-owned subsidiary of the
Registrant (the "AMP Merger"). The AMP Merger was consummated on April 2, 1999.
2. On July 23, 1997, the SEC declared effective under the Securities Act a
Registration Statement on Form S-4 (No. 333-31227) of the Registrant (the
"INBRAND Registration Statement"), which registered 5,571,147 Common Shares in
connection with the merger of INBRAND Corporation with a wholly-owned subsidiary
of the Registrant. Of the 1,270,954 Common Shares registered hereunder with
respect to the INBRAND Corporation benefit plan listed above, 1,023,256 Common
Shares (which, in accordance with Rule 416 under the Securities Act of 1933,
reflects a 2 for 1 split of the Common Shares on October 22, 1997) are being
transferred from the INBRAND Registration Statement to this Registration
Statement on Form S-8.
On July 29, 1997, the SEC declared effective under the Securities Act a
Registration Statement on Form S-4 (No. 333-31631) of the Registrant (the
"Keystone Registration Statement"), which registered 19,620,447 Common Shares in
connection with the merger of Keystone International, Inc. with a wholly-owned
subsidiary of the Registrant. All of the 861,648 Common Shares registered
hereunder with respect to the Keystone International, Inc. benefit plans listed
above are being transferred from the Keystone Registration Statement to this
Registration Statement on Form S-8.
On September 1, 1998, the SEC declared effective under the Securities Act a
Registration Statement on Form S-4 (No. 333-59091) of the Registrant (the "US
Surgical Registration Statement"), which registered 68,565,595 Common Shares in
connection with the merger of United States Surgical Corporation with a
wholly-owned subsidiary of the Registrant. Of the 17,812,173 Common Shares
registered hereunder with respect to the United States Surgical Corporation
benefit plans listed above, 9,326,798 Common Shares are being transferred from
the US Surgical Registration Statement to this Registration Statement on Form
S-8.
On February 12, 1999, the SEC declared effective under the Securities Act a
Registration Statement on Form S-4 (No. 333-68745) of the Registrant (the "AMP
Registration Statement"), which registered 201,048,657 Common Shares in
connection with the AMP Merger. All of the 6,112,993 Common Shares registered
hereunder with respect to the AMP benefit plans listed above and all of the 26
million Common Shares registered hereunder with respect to the increase in the
number of shares authorized for issuance under the Registrant's Long-Term
Incentive Plan and approved by the Registrant's shareholders on April 1, 1999,
are being transferred from the AMP Registration Statement to this Registration
Statement on Form S-8.
3
<PAGE>
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 and March 31, 1999;
(c) The Registrant's Current Reports on Form 8-K filed on December 10,
1998, April 15, 1999 and June 3, 1999, and Forms 8-K/A filed on May
13, 1998 and December 11, 1998, respectively; 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.
Michael L. Jones, Secretary of the Company, is a partner of Appleby Spurling
& Kempe, the law firm which is rendering an opinion as to the legality of the
securities being registered.
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 million 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.
4
<PAGE>
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 March 27, 1998) (previously filed as an
Exhibit to the Company's Form S-3 filed April 23, 1998)
4.4 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Form 8-A of ADT Limited dated November 12, 1996)
4.5 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 Form 8-A/A of ADT Limited dated March 4, 1997)
4.6 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 Form 8-A/A of ADT Limited dated July 2, 1997)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Restated Tyco International Ltd. Long Term Incentive Plan
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)
23.6 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto)
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;
5
<PAGE>
(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
(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.
6
<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-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 10th day of
June, 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>
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 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 June
10, 1999 and in the capacities indicated below.
<TABLE>
<C> <S>
/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
- ------------------------------------------- Director
John F. Fort
</TABLE>
7
<PAGE>
<TABLE>
<C> <S>
/s/ STEPHEN W. FOSS
- ------------------------------------------- Director
Stephen W. Foss
/s/ RICHARD A. GILLELAND
- ------------------------------------------- Director
Richard A. Gilleland
/s/ PHILIP M. HAMPTON
- ------------------------------------------- Director
Philip M. Hampton
/s/ JAMES S. PASMAN, JR.
- ------------------------------------------- Director
James S. Pasman, Jr.
/s/ W. PETER SLUSSER
- ------------------------------------------- Director
W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President and Chief Financial
- ------------------------------------------- Officer (Principal Financial and Accounting
Mark H. Swartz Officer)
/s/ FRANK E. WALSH, JR.
- ------------------------------------------- Director
Frank E. Walsh, Jr.
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<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 March 27, 1998) (previously filed as an
Exhibit to the Company's Form S-3 filed April 23, 1998)
4.4 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Form 8-A of ADT Limited dated November 12, 1996)
4.5 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 Form 8-A/A of ADT Limited dated March 4, 1997)
4.6 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 Form 8-A/A of ADT Limited dated July 2, 1997)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Restated Tyco International Ltd. Long Term Incentive Plan
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)
23.6 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
9
<PAGE>
EXHIBIT 5.1
10 June, 1999
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM 11
Bermuda
Dear Sirs,
REGISTRATION STATEMENT ON FORM S-8
We have acted as attorneys in Bermuda for Tyco International Ltd., a Bermuda
limited liability company (the "Company") in connection with its filing with the
United States Securities and Exchange Commission of a Registration Statement on
Form S-8 (the "Registration Statement) with respect to a total of 52,235,169 of
the Company's common shares US$0.20 par value per share (the "Shares") to be
issued pursuant to the Tyco International Ltd. Long Term Incentive Plan.
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").
ASSUMPTIONS
We have assumed:
(i) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have a material effect on any of the opinions herein
expressed;
(ii) the genuineness of all signatures on the documents which we have examined;
(iii) 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;
(iv) that all representations and factual statements appearing in the
Registration Statement, the Plan and Board Resolutions are true, accurate
and complete in all material respects;
(v) that any awards granted under the Plan will be in consideration of the
receipt by the Company prior to the issue of Shares pursuant thereto of
either cash or services at least equal to the par value of such Shares;
(vi) that the signature pages evidence the approval of all of the Directors of
the Company of all matters relating to the Company set out in the
Registration Statement.
(vii) that the benefit plans or other arrangements (the "acquired plans") of
those companies acquired by the Company and listed on page 2 of the
Registration Statement (the "acquired companies") pursuant to which
options and other rights have been granted by the acquired companies and
assumed by the Company under the Plan, have been approved by the directors
and/or shareholders of the respective acquired companies to the extent
required under the respective governing laws of the acquired plans.
(viii) that the Board Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, and accurately record either the
resolutions passed by the Board of Directors of the Company at meetings
which were duly convened and at which a duly constituted quorum was
present and voting throughout or, in the case of the resolutions dated
July 2, 1997, adopted by all the Directors of the Company as unanimous
written resolutions of the Board.
(ix) that when filed with the Securities and Exchange Commission, the
Registration Statement will not differ in any material respect from the
draft which we have examined;
(x) that the information disclosed by the 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.
<PAGE>
OPINION
Based upon and subject to the foregoing, and subject to the reservations
mentioned below and to any matters not disclosed to us, we are of the opinion
that:-
(1) The Company 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 Board Resolutions and the Plan all
necessary action required to be taken by the Company pursuant to Bermuda
law will have been taken by or on behalf of the Company and all the
necessary authorisations and approvals of Governmental authorities in
Bermuda have been duly obtained for the issue by the Company of the
Shares.
(3) When duly issued and paid for in accordance with the Board Resolutions
and the Plan, the Shares will be validly issued, fully paid and
non-assessable shares in the capital of the Company.
(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 Shares.
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 the Company and subject to any contrary
provision in any agreement in writing between the Company and the member
holding such shares, that no such member shall be bound by an alteration in
the Memorandum of Association, or Bye-Laws of the Company after the date on
which he became a member, if and so far as the alteration requires him to
take, or subscribe for additional shares, or in any way increases his
liability to contribute to the shares capital of, or otherwise to pay money
to, the Company.
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 matter stated
herein.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
This opinion is to be governed by and construed in accordance with the laws
of Bermuda.
Yours faithfully,
/s/ APPLEBY SPURLING & KEMPE
APPLEBY SPURLING & KEMPE
<PAGE>
SCHEDULE
(1) a draft dated June 7, 1999 of the Registration Statement;
(2) a copy of the Restated Tyco International Ltd. Long Term Incentive Plan (the
"Plan");
(3) the Certificate of Incorporation, Memorandum of Association and Bye-Laws of
the Company (collectively referred to as the "Constitutional Documents");
(4) a certified copy of excerpts of (i) written resolutions of the Board of
Directors of Tyco (then ADT Limited) adopted on July 2, 1997; and (ii) the
minutes of the meetings of the Board of Directors of the Company held on 31
July; 1997, 10 December, 1997; 7 April, 1998; 18 May, 1998; 20 November,
1998; and 12 May, 1999 (collectively referred to as the "Board
Resolutions");
(5) a certified copy of excerpts of minutes of the meetings of the shareholders
of the Company held on July 2, 1997; 27 March, 1998; and 1 April, 1999
(collectively referred to as the "Shareholders Resolutions");
(6) a copy of the pages of the Registration Statement as initially filed signed
by all of the Directors of the Company (the "Signature Pages");
(7) excerpts from the Agreements and Plans of Merger in respect of INBRAND
Corporation (dated as of May 12, 1997); Keystone International, Inc. (dated
as of May 20, 1997; Holmes Protection Group Inc. (dated as of December 28,
1997); United States Surgical Corporation (dated as of May 25, 1998); and
AMP Incorporated (dated as of November 22, 1998) relating to the assumption
by the Company of outstanding Stock options of the respective companies.
(8) a copy of the permissions dated 20 April, 1998 and 16 April, 1999 given by
the Bermuda Monetary Authority under the Exchange Control Act (1972) and
related regulations for the issue of a total of 2,500,000,000 common shares
of the Company;
(9) a certified copy of the Share Register of the Company reflecting the entries
in respect of the members of the Company as at 31 May, 1999; and
(10) 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 8 June,
1999 (collectively referred to as the "Searches").
<PAGE>
Exhibit 10.1
TYCO INTERNATIONAL LTD.
LONG TERM INCENTIVE PLAN
(AS AMENDED MAY 12, 1999)
SECTION 1. PURPOSE
The purposes of this Tyco International Ltd. Long Term Incentive Plan (the
"Plan") are to promote the interest of Tyco International Ltd. (together with
any successor thereto, the "Company") and its stockholders by (i) attracting and
retaining officers, key employees or directors of the Company and its
Subsidiaries, (ii) motivating such employees or directors by means of
performance-related incentives to achieve longer-range performance goals, and
(iii) enabling such employees or directors to participate in the long-term
growth and financial success of the Company.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
"ACQUIRED COMPANY" shall mean any business, corporation or other entity
acquired by the Company or any Subsidiary.
"ACQUIRED GRANTEE" shall mean the grantee of a stock-based award of an
Acquired Company and may include a current or former Director of an Acquired
Company.
"ADT MERGER" shall mean the merger described in the Merger Agreement.
"AWARD" shall mean any Option, Stock Appreciation Right, Performance
Award, Dividend Equivalent, or other Stock Based Award, including any Prior ADT
Option or Prior Tyco Option.
"AWARD AGREEMENT" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"BOARD" shall mean the Board of Directors of the Company.
"CODE" shall mean the U.S. Internal Revenue Code of 1986, as amended
from time to time.
"COMMITTEE" shall mean the Board or a committee of the Board
designated by the Board to administer the Plan and composed of not less than the
minimum number of persons from time to time required by Rule 16b-3 or any
applicable law, each of whom, to the extent necessary to comply with Rule 16b-3
only, is a Anon-employee director@ within the meaning of Rule 16b-3.
"DIRECTOR" shall mean any member of the Board.
"DIVIDEND EQUIVALENT" shall mean any right granted under Section 6(d)
of the Plan.
"EMPLOYEE" shall mean any officer or key employee of the Company or of
any Subsidiary, as determined by the Committee.
"EXCHANGE ACT" shall mean the U.S. Securities Exchange Act of 1934, as
amended.
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"FAIR MARKET VALUE" shall mean, (A) with respect to any property other
than the Shares, the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the Committee
and (B) with respect to the Shares, as of any date, (i) the last reported sales
price regular way on the New York Stock Exchange or, if not reported for the New
York Stock Exchange, on the Composite Tape, or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
quotations on the New York Stock Exchange, (ii) if the Shares are not listed on
the New York Stock Exchange or no such quotations are available, the closing
price of the Shares as reported by the National Market System, or similar
organization, or if no such quotations are available, the average of the high
bid and low asked quotations in the over-the-counter market as reported by the
National Quotation Bureau Incorporated or similar organization; or (iii) in the
event that there shall be no public market for the Shares, the fair market value
of the Shares as determined (which determination shall be conclusive) in good
faith by the Committee, based upon the value of the Company as a going concern,
as if such Shares were publicly owned stock, but without any discount with
respect to minority ownership.
"INCENTIVE STOCK OPTION" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.
"MERGER AGREEMENT" means the Agreement and Plan of Merger dated as of
March 17, 1997 by and among ADT Limited, Limited Apache, Inc. and Tyco
International Ltd.
"OPTION" shall mean an option granted under Section 6(a) of the Plan.
"OTHER STOCK-BASED AWARD" shall mean any right granted under Section
6(e) of the Plan.
"PARTICIPANT" shall mean any Employee, Director or Acquired Grantee
granted an Award under the Plan.
"PERFORMANCE AWARD" shall mean any right granted under Section 6(c) of
the Plan.
"PERSON" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.
"PRIOR ADT OPTION" shall mean any option granted under the ADT Senior
Executive Share Option Plan, the ADT US Stock Option Plan 1990, the ADT
International Executive Share Option Plan, or this Plan by ADT Limited or its
affiliate with respect to Prior ADT Shares.
"PRIOR ADT SHARES" shall mean the common shares of ADT Limited prior
to the ADT Merger.
"PRIOR TYCO OPTION" shall mean any option with respect to Prior Tyco
Shares granted by Tyco International Ltd. to its employee, or assumed by Tyco
International Ltd., prior to the ADT Merger.
"PRIOR TYCO SHARES" shall mean the common shares of Tyco International
Ltd. prior to the ADT Merger.
"RULE 16B-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act or any successor rule or regulation thereto as in effect from time
to time.
"SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.
"SHARES" shall mean the common shares of the Company, U.S. $0.20 par
value, and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
"STOCK APPRECIATION RIGHT" shall mean any right granted under Section
6(b) of the Plan.
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"SUBSIDIARY" shall mean a subsidiary company (wherever incorporated)
of the Company as defined by Section 86 of the Companies Act 1981 of Bermuda (as
amended).
SECTION 3. ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee or Director; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended, (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Subsidiary, any Participant, any holder or
beneficiary of any Award, any shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) Shares Available
Subject to adjustment as provided in Section 4(b);
(i) Calculation of Number Shares Available.
The number of Shares with respect to which Awards may be granted under
the Plan shall be 44,000,000 (post 10/97 split). If, during the term of the
Plan, any Award is forfeited, or any Award otherwise terminates or is
canceled without the delivery of Shares or of other consideration, then the
Shares covered by such Award or to which such Award relates, or the number
of Shares otherwise counted against the aggregate number of Shares with
respect to which Awards may be granted, to the extent of any such
forfeiture, termination or cancellation, shall again be, or shall become,
Shares with respect to which Awards may be granted.
(ii) ACCOUNTING FOR AWARDS
For purposes of this Section 4:
(A) if an Award (other than a Dividend Equivalent) is related to
or payable in Shares, the number of Shares covered by such Award, or
to which such Award related, shall be counted on the date of grant of
such Award against the aggregate number of Shares with respect to
which Awards may be granted under the Plan; and
(B) Dividend Equivalents and Awards not related to or payable in
Shares shall be counted against the aggregate number of Shares with
respect to which Awards may be granted under the Plan in such amount
and at such time as the Committee shall determine under procedures
adopted by the Committee consistent with the purposes of the Plan.
provided, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted for,
other Awards may be counted or not counted under procedures adopted by the
Committee in
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order to avoid double counting. Subject to the requirements of applicable law,
any Shares delivered by the Company, or any Shares with respect to which Awards
are made by the Company, or any Shares with respect to which the Company becomes
obligated to make Awards, through the assumption of, or in substitution for,
outstanding awards previously granted by an Acquired Company, shall not be
counted against the Shares available for Awards under the Plan.
(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS
Any Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or, to the extent permissible under
applicable law, of Shares acquired by any Subsidiary or any other Person
designated by the Company.
(b) ADJUSTMENTS
In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, subdivision,
consolidation or reduction of capital, reorganization, merger, scheme of
arrangement, split-up, spin-off or combination involving the Company or
repurchase or exchange of Shares or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that any adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or property) with respect
to which Awards may be granted, (ii) the number and type of Shares (or other
securities or property subject to outstanding Awards), and (iii) the grant or
exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided, in
each case that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would cause the
Plan to violate Section 422(b)(1) of the Code or any successor provision
thereto; and provided further, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.
(c) LIMITATION
No Participant shall be granted Awards for more than 6,000,000 Shares in
1997 (post 10/97 split) or any subsequent calendar year. For purposes of this
limitation, neither the modification of a Prior ADT Option pursuant to Section
7(a) nor the replacement of a Prior Tyco Option pursuant to Section 7(b) shall
be treated as the grant of an Award.
SECTION 5. ELIGIBILITY
Any Employee, Director or Acquired Grantee shall be eligible to be
designated a Participant.
SECTION 6. AWARDS
(a) Options
The Committee is hereby authorized to grant to eligible Employees and
Directors an option to purchase Shares (an "Option") which shall (except as
otherwise provided in Section 7) contain the following terms and conditions and
such additional terms and conditions, which are not inconsistent with the
provisions of the Plan, as the Committee shall determine.
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<PAGE>
(i) EXERCISE PRICE
The purchase price per Share under an Option shall be not less than
the Fair Market Value of a Share at the date of the grant, except that if
the Award requires the option to be paid for by the Participant, or if any
discount from such Fair Market Value is expressly granted in lieu of a
reasonable amount of salary or cash bonus, the Committee may fix such
purchase price at not less than 85% of such Fair Market Value.
(ii) TIME AND METHOD OF EXERCISE
The Committee shall determine the time or times at which an Option may
be exercised in whole or in part, and the method or methods by which, and
the form or forms (which may include, without limitation, cash, Shares,
outstanding Awards, other securities or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price) in which, payment of the exercise price with
respect thereto may be deemed to have been made.
(iii) INCENTIVE STOCK OPTIONS
The terms of any Incentive Stock Option granted under the Plan shall
comply in all respects with the provisions of Section 422 of the Code, or
any successor provisions, and any regulations promulgated thereunder. The
aggregate fair market value (determined on the date an option is granted)
of shares with respect to which Incentive Stock Options become exercisable
by any Employee in any year shall not exceed $100,000.
(b) Stock Appreciation Rights
The Committee is hereby authorized to grant to eligible Employees and
Directors a "Stock Appreciation Right", which shall consist of a right to
receive the excess of (i) the Fair Market Value of one Share on the date the
right is exercised or, if the Committee shall so determine in the case of any
such right other than one related to any Incentive Stock Option, at any time
during a specified period before or after the date of exercise over (ii) the
grant price (determined in the manner set forth below) of the right. A Stock
Appreciation Right may be granted in tandem with an Option, in addition to an
Option, or free standing and unrelated to an Option.
(i) GRANT PRICE
The grant price of a Stock Appreciation Right shall be not less than
the Fair Market Value of a Share at the date of the grant, except that if
the Award requires the SAR to be paid for by the Participant, or if any
discount from such Fair Market Value is expressly granted in lieu of a
reasonable amount of salary or cash bonus, the Committee may fix such grant
price at not less than 85% of such Fair Market Value.
(ii) OTHER TERMS AND CONDITIONS
Subject to the terms of the Plan and any applicable Award Agreement,
the Committee shall determine, at or after the grant of a Stock
Appreciation Right, the term, methods of exercise, methods of settlement,
and any other terms and conditions of any Stock Appreciation Right. Any
such determination by the Committee may be changed by the Committee from
time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock
Appreciation Rights granted or exercised thereafter. The Committee may
impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it shall deem appropriate.
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(c) PERFORMANCE AWARDS
The Committee is hereby authorized to grant to eligible Employees and
Directors a "Performance Award", which shall consist of a right, (i) denominated
or payable in cash, Shares, other securities or other property (including
without limitation, restricted securities), and (ii) which shall confer on the
holder thereof rights valued as determined by the Committee and payable to, or
exercisable by, such holder, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. The criteria with respect to which performance goals may be
established are stock price, market share, sales, earnings, earnings per share,
earnings before income tax, cash flow and return on equity.
(i) TERMS AND CONDITIONS
Subject to the terms of the Plan and any applicable Award Agreement,
the Committee shall determine the performance goals to be achieved during
any performance period, the length of any performance period, the amount of
any Performance Award and the amount of any payment or transfer to be made
pursuant to any Performance Award.
(ii) PAYMENT OF PERFORMANCE AWARDS
Performance Awards may be paid in a lump sum or in installments
following the close of the performance period or, in accordance with
procedures established by the Committee, on a deferred basis.
(d) DIVIDEND EQUIVALENTS
The Committee is hereby authorized to grant to eligible Employees and
Directors a "Dividend Equivalent", which shall consist of a right pursuant to
which any such eligible Employee or Director shall be entitled to receive
payments equivalent to dividends with respect to a number of Shares determined
by the Committee, and the Committee may provide that such amounts (if any) shall
be deemed to have been reinvested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable Award Agreement, such Awards
may have such terms and conditions as the Committee shall determine.
(e) OTHER STOCK-BASED AWARDS
The Committee is hereby authorized to grant to eligible Employees and
Directors an "Other Stock-Based Award", which shall consist of a right (i) which
is other than an Award or right described in Section 6(a), (b), (c), or (d)
above and (ii) which is denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award, which conditions may include
satisfaction of performance goals relating to stock price, market share, sales,
earnings, earnings per share, earnings before income tax, cash flow and return
on equity.
(f) GENERAL
(i) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER
Awards may, in the discretion of the Committee, be granted either
alone or in addition to, in tandem with, or in substitution for any other
Award granted under the Plan or any award granted under any other plan of
the Company or any Subsidiary. Awards granted in addition to or in tandem
with other Awards or awards granted under any other plan of the Company or
any Subsidiary may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.
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(ii) FORMS OF PAYMENT BY COMPANY UNDER AWARDS
Subject to the terms of the Plan and of any applicable Award Agreement
and the requirements of applicable law, payments or transfers to be made by
the Company or a Subsidiary upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other securities, other Awards
or other property, or any combination thereof, and may be made in a single
payment or transfer, in installments, or on a deferred basis, in each case
in accordance with rules and procedures established by the Committee. Such
rules and procedures may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in respect of
installment or deferred payments denominated in Shares.
(iii) LIMITS ON TRANSFER OF AWARDS
Subject to paragraph (ix) below:
(A) Each Award, and each right under any Award, shall be
exercisable only by the Participant during the Participant's lifetime,
or, if permissible under applicable law, by the Participant's guardian
or legal representative or by a transferee receiving such Award
pursuant to a qualified domestic relations order (a "QDRO") as defined
in the Code or Title I of the U.S. Employee Retirement Income Security
Act of 1974 ("ERISA"), or the rules thereunder, or any analogous order
in any other relevant jurisdiction.
(B) No Award (prior to the time, if applicable, Shares are issued
in respect of such Award), and no right under any such Award, may be
assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant otherwise than by will or by the laws
of descent and distribution (or, in the case of restricted securities,
to the Company) or pursuant to a QDRO, and any such purported
assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Subsidiary; provided, that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance.
(iv) TERMS OF AWARDS
The term of each Award shall be for such period as may be determined
by the Committee; provided, that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its
grant.
(v) RULE 16B-3 SIX-MONTH LIMITATIONS
To the extent required in order to comply with Rule 16b-3 only, any
equity security offered pursuant to the Plan must be held for at least six
months after the date of grant, and with respect to any derivative security
issued pursuant to the Plan at least six months must elapse from the date
of acquisition of such derivative security to the date of disposition
(other than upon exercise or conversion) of the derivative security or its
underlying equity security after the grant thereof. Terms used in the
preceding sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned to them under Rule 16b-3.
(vi) SHARE CERTIFICATES
All certificates for Shares or other securities of the Company or any
Subsidiary delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the U.S. Securities and
Exchange Commission, any stock exchange upon which such Shares or other
securities are then listed, and any applicable laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. Notwithstanding the foregoing,
no action shall be taken by the Committee which would, under the laws of
Bermuda, cause a separate class of securities other than Shares to be
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created and the Committee shall consult with appropriate legal counsel in
this regard.
(vii) CONSIDERATION FOR GRANTS
Awards may be granted for no cash consideration, for such nominal cash
consideration as may be required by applicable law or for such greater
amount as may be established by the Committee.
(viii) DELIVERY OF SHARES OR OTHER SECURITIES AND PAYMENT BY
PARTICIPANT OF CONSIDERATION
No Shares or other securities shall be delivered pursuant to any Award
until payment in full of any amount required to be paid pursuant to the
Plan or the applicable Award Agreement is received by the Company. Such
payment may be made by such method or methods and in such form or forms as
the Committee shall determine, including, without limitation, cash, Shares,
other securities, other Awards or other property, or any combination
thereof, provided that the combined value, as determined by the Committee,
of all cash and cash equivalent and the Fair Market Value of any such
Shares or other property so tendered to the Company, as of the date of such
tender, is at least equal to the full amount required to be paid pursuant
to the Plan or the applicable Award Agreement to the Company.
(ix) COMMITTEE DISCRETION TO REMOVE OR AMEND RESTRICTIONS ON
TRANSFERABILITY
Notwithstanding the provisions of paragraph (iii) above and any other
restrictions on transferability of Awards referred to in this Plan, the
Committee may, in its discretion, either generally or specifically,
prospectively or retroactively, (a) grant Awards without limits on
transferability thereof or with such limits on transferability as the
Committee may deem appropriate in the circumstances, and (b) waive, amend,
alter, suspend, discontinue, cancel or terminate any limits on
transferability of Awards on such terms as the Committee may deem
appropriate; provided, that any of the acts described in clause (b) of this
paragraph that would impair the rights of any Participant, or any holder or
any beneficiary of any Award theretofore granted, shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.
(g) SUBSTITUTE AWARDS
As contemplated by Sections 4(a) and 8(c) hereof, the Committee may make
Awards under the Plan to Acquired Grantees through the assumption of, or in
substitution for, outstanding stock-based awards previously granted to such
Acquired Grantees. Such assumed or substitute Awards shall be subject to the
terms and conditions of the original awards made by the Acquired Company, with
such adjustments therein as the Committee considers appropriate to give effect
to the relevant provisions of any agreement for the acquisition of the Acquired
Company.
SECTION 7. MODIFICATION AND REPLACEMENT OF OUTSTANDING OPTIONS
(a) MODIFICATION OF PRIOR ADT OPTIONS
Each Prior ADT Option outstanding as of the effective date of the ADT
Merger shall be modified, as of that date, as follows:
(i) SHARES TO WHICH OPTION RELATES.
Each Prior ADT Option shall entitle the recipient to purchase a number
of Shares equal to the product of .48133 (subject to adjustment as
necessary to reflect any change in the "Reverse Stock Split Ratio" under
the Merger Agreement) and the number of Prior ADT Shares to which such
Prior ADT Option originally related.
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(ii) EXERCISE PRICE.
The exercise price of each Prior ADT Option shall be equal to the
original exercise price of such Prior ADT Option, divided by .48133
(subject to adjustment as necessary to reflect any change in the "Reverse
Stock Split Ratio" under the Merger Agreement).
Each Prior ADT Option shall continue to have the same term, and shall
otherwise continue to be subject to all of the other terms and conditions, as
applied to such option prior to the ADT Merger. In the event of a conflict
between the terms of this Plan and the terms of the Award Agreement by which a
Prior ADT Option was originally granted, the terms of the Award Agreement shall
govern.
(b) REPLACEMENT OF PRIOR TYCO OPTIONS
In addition to any other Awards that may be granted under the Plan, Options
("Substitute Options") shall be granted hereunder in replacement of all
outstanding Prior Tyco Options, as of the effective date of the ADT Merger. The
number of Shares subject to each Substitute Option issued in respect of a Prior
Tyco Option shall be the same as the number of Prior Tyco Shares to which such
Prior Tyco Option related, and the exercise price of such Substitute Option
shall be the same as the exercise price of such Prior Tyco Option. Each
Substitute Option shall have the same term as the original option in respect of
which it is granted, and shall otherwise be subject to all of the other terms
and conditions as applied to such original option. Except to the extent required
to reflect the ADT Merger, in the event of a conflict between the terms of this
Plan and the terms of the Award Agreement by which a Prior Tyco Option was
originally granted, the terms of the Award Agreement shall govern.
(c) ALL PRIOR ADT OPTIONS SUBJECT TO PLAN.
From and after the date on which this amended Plan is effective each
outstanding Prior ADT Option will be subject to the terms of this Plan and the
Award Agreement with respect to such Option.
SECTION 8. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:
(a) AMENDMENTS TO THE PLAN
The Board may amend, alter, suspend, discontinue, or terminate the
Plan without the consent of any shareholder, Participant, other holder or
beneficiary of an Award, or other Person; provided that any such amendment,
alteration, suspension, discontinuation, or termination that would impair
the rights of any Participant, or any other holder or beneficiary of any
Award theretofore granted, shall not to that extent be effective without
the consent of the affected Participant, holder or beneficiary and provided
further, that notwithstanding any other provision of the Plan or any Award
Agreement, without the approval of the shareholders of the Company no such
amendment, alteration, suspension, discontinuation, or termination shall be
made that would:
(i) increase the total number of Shares available for Awards under
the Plan, except as provided in Section 4 of the Plan; or
(ii) otherwise cause the Plan to cease to comply with any applicable
law or regulatory requirement with respect to which the Board
determines compliance is necessary or desirable.
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(b) AMENDMENTS TO AWARDS
The Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively, without the consent of
any relevant Participant or holder or beneficiary of an Award; provided
that, subject to the Committee's right to adjust Awards pursuant to Section
6(f)(ix) and Section 8(c) and (d), (i) any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that
would materially impair the rights of any Participant, or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary; and (ii) without the approval of the shareholders of the
Company, no such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would materially increase the rights of
any Participant or any holder or beneficiary of any Award, shall be
effective unless the Award, after giving effect to such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination, could
permissibly have been granted under the terms of the Plan (without regard
to this Section 8(b)).
(c) ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS
In the event the Company or any Subsidiary shall assume outstanding
employee awards or the right or obligation to make future employee awards
in connection with the acquisition of another business or another
corporation or business entity, the Committee may make such adjustments,
not inconsistent with the terms of the Plan, in the terms of Awards as it
shall deem appropriate in order to achieve reasonable comparability, or
other equitable relationship between the assumed awards and the Awards as
so adjusted.
(d) ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING
EVENTS
The Committee is hereby authorized to make adjustments in the terms
and conditions of and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Subsidiary, or
the financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, or to be derived by the
Company.
SECTION 9. CHANGE IN CONTROL.
(a) In addition to the Committee's authority set forth in Section
8(d), in order to maintain the Participants' rights in the event of any
Change in Control, as hereinafter defined, the Committee, as constituted
before such Change in Control, is hereby authorized, and has sole
discretion, as to any Award, either at the time such Award is made
hereunder or any time thereafter, to take any one or more of the following
actions: (i) provide for the acceleration of any time periods relating to
the exercise or realization of such Award so that such Award may be
exercised or realized in full on or before a date fixed by the Committee;
(ii) provide for the purchase of any such Award, upon the Participant's
request, for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the
Participant's rights had such Award been currently exercisable or payable;
(iii) make such adjustment to any such Award then outstanding as the
Committee deems appropriate to reflect such Change in Control; or (iv)
cause any such Award then outstanding to be assumed, or new rights
substituted therefor, by the acquiring or surviving corporation after such
Change in Control. The Committee may, in its discretion, include such
further provisions and limitations in any Award Agreement as it may deem
equitable and in the best interests of the Company.
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(b) A "Change in Control" shall mean the occurrence of any of the
following events:
(i) any "person" or "group" (as defined under Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) is
or becomes the direct or indirect "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), of securities
representing 50% or more of the combined voting power of the Company's
then outstanding voting securities;
(ii) individuals who either:
(A) are Directors of the Company at July 2, 1997, or
subsequently are appointed as Directors of the Company by, or on
the recommendation of, a majority of the Directors in office at
July 2, 1997; or
(B) are subsequently appointed as Directors of the Company
by, or on the recommendation of, a majority of those Directors of
the Company referred to in paragraph (A) above,
cease for any reason, other than death or incapacity of a Director or
his retirement at a general meeting of the Company at which he is
re-elected as a Director (but including as a result of any proxy
contest involving the solicitation of revocable proxies under Section
14(a) of the Exchange Act), to constitute a majority of the Board of
Directors of the Company;
(iii) any "person" or "group" (other than an employee benefit
plan or plans maintained by the Company or its affiliate) comes to
possess, directly or indirectly, the legal right to direct the
management and policies of the Company, whether through the ownership
of securities, by contract or otherwise (other than solely by virtue
of membership on the Board of Directors of the Company or any
committee thereof);
(iv) the Company effects a merger, amalgamation, scheme of
arrangement or other combination in which the Company is not the
surviving entity, or a sale or disposition of all, or substantially
all, of the assets of the Company; or
(v) a merger, amalgamation, scheme of arrangement or other
combination of the Company or any Subsidiary of the Company with or
into another person or any analogous or similar transaction or event
occurs as a result of which the voting rights exercisable at general
meetings of the Company in respect of the shares of the Company in
issue immediately prior to the relevant event no longer represent a
majority of all the voting rights normally exercisable at general
meetings of the Company in respect of the shares of the Company in
issue immediately after such event.
SECTION 10. GENERAL PROVISIONS.
(a) NO RIGHTS TO AWARDS
No Employee, Director, Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Employees, Directors, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient. No Participant shall have the rights
of a shareholder with respect to any Award unless and until Shares have
been issued in respect of such Award.
(b) DELEGATION
Subject to the terms of the Plan and applicable law, the Committee may
delegate to one or more officers or managers of the Company or any
Subsidiary, or to a committee of such officers or managers, the authority,
subject to the terms and limitations as the Committee shall determine, to
grant Awards to, or to cancel, modify or waive rights with respect to, or
to alter, discontinue, suspend, or terminate Awards held by, Employees who
are not officers or directors of the Company for purposes of Section 16 of
the Exchange Act, or any successor section
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thereto, or who are otherwise not subject to such Section.
(c) WITHHOLDING
The Company or any Subsidiary is hereby authorized to withhold from
any Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a Participant
the amount (in cash, Shares, other securities, other Awards or other
property) of any applicable withholding taxes in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan and
to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes.
(d) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS
Nothing contained in the Plan shall prevent the Company or any
Subsidiary from adopting or continuing in effect other compensation
arrangements (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.
(e) NO RIGHT TO EMPLOYMENT
The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any Subsidiary.
Further, the Company or a Subsidiary may at any time dismiss a Participant
from employment, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award Agreement.
(f) GOVERNING LAW
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of Bermuda. In addition, the Committee may amend the terms of the Plan
and any Awards or Award Agreement in order to comply with the laws of
Bermuda or the laws of any other applicable jurisdiction.
(g) SEVERABILITY
If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan of the Award, such provision
shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Plan and any such Award shall remain in full force and
effect.
(h) ADDITIONAL POWERS
The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and
any payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder or beneficiary.
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(i) NO TRUST OR FUND CREATED
Neither the Plan nor any Award shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between
the Company or any Subsidiary and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the
Company or any Subsidiary pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or
any Subsidiary.
(j) NO FRACTIONAL SHARES
No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of any
fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.
(k) HEADINGS
Headings are given to the Sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed
in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 11. EFFECTIVE DATE OF THE PLAN
This amended Plan shall be effective as of the date of its approval, as
amended, by the shareholders of the Company.
SECTION 12. TERM OF THE PLAN.
No Award shall be granted under the Plan after June 30, 2007. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
extend beyond such date.
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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 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, 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 December 10, 1998,
and of our report dated May 28, 1999, on our audit of the combination of the
supplemental consolidated financial statements and the supplemental consolidated
financial statement schedule of Tyco International Ltd. and AMP Incorporated,
after restatement for the pooling of interests as described in Note 1 to the
supplemental consolidated financial statements, 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
June 9, 1999
<PAGE>
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 and December 10, 1998, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
June 9, 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 and December 10, 1998.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
June 9, 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
June 9, 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
June 9, 1999
