<PAGE>
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 December 21, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Tyco International Ltd.
(Exact Name of Registrant as Specified in Its Charter)
---------------
Bermuda Not Applicable
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
The Zurich Centre, Second Floor, 90 Pitts Bay Road
Pembroke HM 08, 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. 1994 Restricted Stock Ownership Plan for Key Employees
(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
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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)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $0.20 par
value.................. 10,000,000 shares $29.9375 $299,375,000 $79,035
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</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 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 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 December 15,
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 .000264
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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<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 for the fiscal year ended
September 30, 1999;
(b) The Registrant's Current Reports on Form 8-K filed on October 22,
1999, November 9, 1999, November 22, 1999, December 9, 1999 and December
10, 1999; and
(c) 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 $100,000,000 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.
2
<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 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)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. 1994 Restricted Stock Ownership Plan for
Key Employees
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
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
3
<PAGE>
(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.
4
<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 21st day of
December, 1999.
Tyco International Ltd.
By: /s/ Mark H. Swartz
-----------------------------------
Mark H. Swartz
Executive Vice President and Chief
Financial
Officer (Principal Financial and
Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true
and lawful 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
December 21, 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>
5
<PAGE>
<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>
6
<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 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)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. 1994 Restricted Stock Ownership Plan for
Key Employees
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
7
<PAGE>
EXHIBIT 5.1
December 21, 1999
Tyco International Ltd.
The Zurich Centre
Second Floor
90 Pitts Bay Road
Pembroke HM 08
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
10,000,000 of the Company's common shares US$0.20 par value per share (the
"Shares") to be issued pursuant to the terms of the Tyco International Ltd.
1994 Restricted Stock Ownership Plan for Key Employees.
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;
(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, the Board Resolutions and the Shareholder
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 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;
(vii) that the Board Resolutions are in full force and effect and have
not been rescinded, either in whole or in part, and accurately record the
resolutions, in the case of the 1999 Board Resolutions, passed by the Board
of Directors of the Company at a meeting which was duly convened and at
which a duly constituted quorum was present and voting throughout or, in
the case of the 1997 Board Resolutions, adopted by all the directors of the
Company as unanimous written resolutions;
(viii) that the Shareholder Resolutions are in full force and effect and
have not been rescinded, either in whole or in part, and accurately record
the resolutions passed by the Shareholders of the Company at general
meetings which were duly convened and at which duly constituted quorums
were present and voting throughout; and
(ix) that the records which were the subject of the Searches were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since such date been materially altered.
<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
2
<PAGE>
SCHEDULE
(1) a faxed copy dated December 14, 1999 of a draft of the Registration
Statement;
(2) a copy of the Tyco International Ltd 1994 Restricted Stock Ownership
Plan for Key Employees (the "Plan");
(3) the Certificate of Incorporation, Memorandum of Association and Bye-Laws
of the Company incorporating all amendments to April 1, 1999 (collectively
referred to as the "Constitutional Documents");
(4) a signed copy of Unanimous Written Resolutions of the Board of Directors
of the Company adopted on July 2, 1997 (the "1997 Board Resolutions");
(5) a copy of an Officer's Certificate signed by Byron S. Kalogerou, Vice
President and Assistant Secretary of the Company dated 16 December, 1999
certifying resolutions of the Board of Directors of the Company passed on
November 3, 1999 (the "1999 Board Resolutions", and collectively with the 1997
Board Resolutions, the "Board Resolutions");
(6) a certified copy of excerpts of minutes of the meetings of the
shareholders of the Company held on July 2, 1997, March 27, 1998 and April 1,
1999 (collectively referred to as the "Shareholder Resolutions");
(7) a copy of the permissions dated April 20, 1999, April 29, 1999 and June
11, 1999 given by the Bermuda Monetary Authority under the Exchange Control
Act (1972) and related regulations for the issue of Common Shares in the
capital of the Company;
(8) a certified copy of the Share Register of the Company reflecting the
entries in respect of the members of the Company as at November 30, 1999; and
(9) 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 16 December, 1999
(collectively referred to as the "Searches").
3
<PAGE>
Exhibit 10.1
TYCO INTERNATIONAL LTD.
----------------------
1994 RESTRICTED STOCK OWNERSHIP PLAN
------------------------------------
FOR KEY EMPLOYEES
-----------------
1. Purpose
-------
The purpose of the 1994 Restricted Stock Ownership Plan for Key Employees
(the "Plan") is to attract and retain outstanding individuals as employees of
Tyco International Ltd. (the "Company") and its subsidiaries, to encourage stock
ownership on favorable terms, and to reward those who have contributed to past
success and those who are expected to make substantial contributions in the
future to the successful management and growth of the Company.
2. Administration
--------------
The Plan will be administered by the Compensation Committee or such other
committee appointed by the Board of Directors from time to time and consisting
of three or more members of the Board of Directors (the "Committee"). None of
the members of the Committee shall be eligible to participate in the Plan during
such membership. Each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3 (c) (2) (i) promulgated under the Securities
Exchange Act of 1934, as amended (the "Act").
The interpretation and construction by the Committee of any provisions of
the Plan, of any agreement entered into pursuant to Section 6 f hereof, or of
other matters related to the Plan shall be final, unless otherwise determined by
the Board of Directors. A majority of the members of the Committee qualified to
act on any questions may act by meeting or by a writing signed without a
meeting, and may execute any instrument or document required, or delegate to one
of its members authority to execute any such instrument or document. The
Committee may adopt, from time to time, such rules and regulations as it
considers desirable for the administration of the Plan. No member of the
Committee or the Board of Directors shall be liable for any action or
determination made in good faith with respect to the Plan and the administration
of the Plan.
<PAGE>
The Committee shall have the power and authority to determine whether, to
what extent, and under what circumstances, Common Stock and other amounts
payable with respect to a Restricted Stock Award shall be deferred either
automatically or at the election of the participant and whether and to what
extent the Company shall pay or credit amounts constituting dividends or deemed
dividends on such deferrals.
3. Participants
------------
Participants in the Plan (each a "Participant") will be comprised of such
officers or other key employees of the Company and its subsidiaries as the
Committee may designate from time to time. The Committee's selection of a
Participant in any year shall not preclude such Participant's participation in
any other year and shall not require selection of such Participant to
participate in any other year or, if so selected, entitle such Participant to
receive the same type or amount of award as in any other year or as may be
received by any other Participant in any year.
The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of awards,
including, without limitation:
(i) the financial condition of the Company;
(ii) the anticipated profits for the current and future years;
(iii) the contributions of a Participant to the profitability of the
Company; and
(iv) the adequacy of other compensation of a Participant.
4. Shares
------
The total number of shares of Common Stock, par value $.50 per share
("Common Stock"), that will be reserved for issuance under the Plan will consist
of an initial amount of 3,748,336 (adjusted for stock splits through October 22,
1999) shares to which will be added at the beginning of each fiscal year during
any part of which the Plan is effective, one-half of one percent (0.5%) of the
total outstanding shares of Common Stock as of the first day of
2
<PAGE>
such year; provided however, that the aggregate number of shares which may be
issued to any one Participant under the Plan shall not exceed 50% of the
aggregate number of shares available under the Plan.
In the event of a change in the number of outstanding shares of Common
Stock of the Company without new consideration to the Company (such as by a
stock split or stock dividend), or in the event of any recapitalization,
reorganization, merger or consolidation of the Company, subject to Section 6 d
of this Plan, the Committee shall adjust shares available under the Plan and
shall amend the terms and conditions of outstanding awards as it may deem
appropriate to reflect any such change.
If there is a termination or cancellation of any award prior to the
expiration of the specific restricted period, such shares may again be used for
new awards under the Plan.
5. Type of Grant
-------------
Grants under the Plan shall be in the form of Restricted Stock Awards.
6. Restricted Stock Awards
-----------------------
Restricted Stock Awards will consist of Common Stock transferred to
Participants for their services to the Company without other payment. Restricted
Stock Awards will be subject to such terms and conditions as the Committee may
determine, including, without limitation, restrictions if any, on the sale or
other disposition of shares subject to such Restricted Stock Awards and
requirements for the transfer of such Restricted Stock Awards and requirements
for the transfer of such shares subject to such Restricted Stock Awards to the
Company upon the termination of employment of the Participant within specified
periods and/or prior to the attainment of certain specified goals. Shares as to
which the restrictions on sale or other disposition and the requirements for the
transfer upon the termination of employment have lapsed are hereinafter referred
to as "Free Shares." Shares as to which the restrictions on sale or other
disposition or the requirements for the transfer upon the termination of
employment have not lapsed are hereinafter referred to as "Restricted Shares."
3
<PAGE>
(a) Issuance of Shares
------------------
Shares of Common Stock acquired pursuant to a Restricted Stock Award will
be issued subject to the terms, conditions and restrictions specified in the
Plan and to such other terms, conditions and restrictions as the Committee or
Board of Directors may provide. Stock certificates issued subject to
restrictions shall bear a legend indicating the nature of such restrictions.
(b) Disposition
-----------
Shares of Common Stock acquired pursuant to a Restricted Stock Award shall
not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated until the restrictions with respect to such shares have
lapsed. No right or benefit under the Plan with respect to any Restricted Shares
shall in any manner be subject to the debts, contracts, liabilities, or torts of
the Participant entitled to such right or benefit. If any Participant should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge or
otherwise hypothecate any right or benefit under the Plan with respect to any
Restricted Shares, than such right or benefit shall, in the discretion of the
Committee, cease. In such event, the Company may hold or apply the same or any
part of such right or benefit for the benefit of the Participant, his or her
spouse, children or other dependents, or any of them, in such manner and in such
proportion as the Committee may deem proper.
(c) Termination of Employment
-------------------------
In the event of a Participant's termination of employment with the Company
and its subsidiaries for any reason other than death or permanent disability,
any Restricted Shares shall be returned to the Company unless the Committee
otherwise specifically agrees in writing.
4
<PAGE>
In the event of Participant's termination of employment with the Company
and its subsidiaries due to death or permanent disability, all restrictions on
the Restricted Shares which have not otherwise lapsed under the Plan shall
immediately lapse.
Permanent disability under the Plan shall occur when the Participant has
been unable to perform such Participant's duties for a period of six (6)
consecutive months and medical evidence satisfactory to the Committee has been
submitted which indicates that the Participant will be unable to resume such
Participant's duties.
(d) Change In Control
-----------------
Upon occurrence of a Change of Control as defined in this Section 6(d)
then, notwithstanding any provision as to the contrary in this Plan, (i) each
Restricted Stock Award shall continue in full force and effect in accordance
with its terms; provided, however, that in connection with a Change in Control
as provided in Sections 6(d)(iii) and 6(d)(iv) below, if the Company is not the
surviving corporation in connection with such Change in Control, the surviving
corporation shall issue a new restricted stock award (a "New Restricted Stock
Award") providing that the Participant shall have the right to receive under the
New Restricted Stock Award, in lieu of each Restricted Share theretofore issued
under the Restricted Stock Award, the kind and amount of shares of stock, other
securities, money and property receivable in connection with such Change in
Control by the holder of one share of Common Stock of the Company and (ii) in
the event of termination of employment of a Participant for any reason within
one year after the occurrence of such Change in Control, any restriction on the
Restricted Shares shall lapse.
"Change of Control" shall mean the occurrence of any one of the following
events:
(i) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Act) becomes a "beneficial owner" (as such term
is defined in Rule 13d-3 promulgated under the Act) (other than
the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any
corporation
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owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership
of stock of the Company), directly or indirectly, of securities
of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities; or
(ii) persons who, as of the date this Plan is adopted by the
stockholders of the Company (the "Effective Date"), constituted
the Company's Board of Directors (the "Incumbent Board") cease
for any reason, including without limitation as a result of a
tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board of Directors,
provided that any person becoming a director of the Company
subsequent to the Effective Date whose nomination was approved
by at least a majority of the directors then comprising the
Incumbent Board shall, for purposes of this Plan, be considered
a member of the Incumbent Board; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or
other entity, other than (a) a merger or consolidation which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such
merger or consolidation or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting power of
the Company's then outstanding securities; or
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(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition of the Company of all or substantially all of the
Company's assets.
(e) Dividends
---------
Unless otherwise determined by the Committee, dividends on Restricted Stock
Awards will be paid at the same time and in the same amount as dividends paid to
other Shareholders of Common Stock of the Company, regardless of whether the
shares are free or restricted.
(f) Written Agreement
-----------------
Each award shall be evidenced by a written agreement executed by the
Participant and the Company, which shall contain the terms and conditions upon
which the award shall have been granted.
7. Notice of Election Under Section 83(b)
--------------------------------------
Each Participant making an election under Section 83(b) of the Internal
Revenue Code of 1986 as amended, and then Regulations and Rulings promulgated
thereunder, will provide a copy thereof to the Company within 30 days of the
filing of such election with the Internal Revenue Service.
8. Amendments to the Plan
----------------------
The Board of Directors of the Company may at any time terminate, or from
time to time modify or suspend, the Plan, provided that no such modification
without the approval of the shareholders of the Company shall:
(a) materially increase the maximum number of shares which may be
issued under the Plan in the aggregate (except as permitted by
Section 4); or
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(b) materially increase the benefits accruing to Participants under
the Plan; or
(c) materially modify the requirements as to eligibility for
participation in the Plan.
No modification or termination shall adversely affect the terms and
conditions of outstanding awards of a Participant without his written consent
except that the Plan may be amended without the consent of a Participant in
order to conform to restrictions or limitations imposed by the Federal
Securities Laws.
9. Successors and Assigns
----------------------
The provisions of the Plan shall be binding upon all successors and assigns
of any Participant acquiring shares under the Plan, including, without
limitation, any receiver, trustee in bankruptcy or representative of the
creditors of any Participant.
10. Effective Date
--------------
The Plan shall be effective when adopted by the holders of a majority of
the shares of Common Stock present or represented and entitled to vote at a
meeting of shareholders where a quorum is present and will be in effect until
November 15, 2004; provided, however, that except as otherwise prohibited by
law, awards may be made prior to adoption by shareholders, and awards made on or
before the Termination Date will remain in effect according to their original
terms after the termination of the Plan.
11. Taxes
-----
(a) Payment by Participant
----------------------
Each Participant shall, no later than the date as of which the value of a
Restricted Stock Award or of any Common Stock or other amounts received
thereunder first becomes includable in the gross income of the Participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state or local
taxes of any kind required by law to be withheld with respect to such
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income. The Company and its subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the Participant.
(b) Payment in Shares
-----------------
A Participant may elect to have such tax withholding obligation satisfied,
in whole or in part, by (i) authorizing the Company to withhold from shares of
Common Stock to be issued pursuant to any Restricted Stock Award a number of
shares with an aggregate Fair Market Value (as defined below) (as of the date
the withholding is effected) that would satisfy the withholding amount due. With
respect to any Participant who is subject to Section 16 of the Act, the
following additional restrictions shall apply:
(i) the election to satisfy tax withholding obligations relating to a
Restricted Stock Award in the manner permitted by this Section
11(b) shall be made either (1) during the period beginning on the
third business day following the date of release of quarterly or
annual summary statements of sales and earnings of the Company and
ending on the twelfth business day following such date, or (2) at
least six months prior to the date as of which the receipt of such
a Restricted Stock Award first becomes a taxable event for Federal
income tax purposes;
(ii) such election shall be irrevocable;
(iii) such election shall be subject to the consent or disapproval of
the Committee; and
(iv) the Common Stock withheld to satisfy tax withholding if granted at
the discretion of the Committee, must pertain to a Restricted
Stock Award which has been held by the Participant for at least
six months from the date of grant of the Restricted Stock Award.
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"Fair Market Value" will be determined by utilizing the closing share price
for the Common Stock on the New York Stock Exchange in the Wall Street Journal
as of the date that the applicable shares vest.
12. Employment and Other Plans
--------------------------
A Participant's right, if any, to continue in the employment of the Company
shall not be enlarged or otherwise affected by the Plan, his designation as a
Participant in the Plan, or the receipt of an award under the Plan
This Plan shall not affect any other compensation program or plan nor
preclude the addition of any other forms of incentive or compensation for
Participants.
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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 October 21, 1999, on
our audits of the Consolidated Financial Statements and the Consolidated
Financial Statement Schedule of Tyco International Ltd., as of September 30,
1999 and 1998 and for the years ended September 30, 1999 and 1998 and the nine
months ended September 30, 1997, which report is included in Tyco's Form 10-K
filed December 13, 1999.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
December 17, 1999
<PAGE>
EXHIBIT 23.2
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 statements of operations, changes in
stockholders' equity and cash flows of United States Surgical Corporation and
its subsidiaries for the nine month period ended September 30, 1997 and the
related financial statement schedule for the nine month period ended September
30, 1997), which report is included in Tyco International Ltd.'s Annual Report
on Form 10-K filed December 13, 1999.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
December 17, 1999
<PAGE>
EXHIBIT 23.3
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 the related
consolidated statements of income, shareholders' equity and cash flows for the
year ended September 30, 1998 and the nine months ended September 30, 1997,
included in the Tyco International Ltd. Form 10-K filed December 13, 1999, and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
December 17, 1999
