<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 APRIL 6, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
------------------------------
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<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.
------------------------------
AMP INCORPORATED
EMPLOYEE SAVINGS AND THRIFT 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
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED(1)(2) REGISTERED (3) PER SHARE (4) PRICE (4) FEE (5)
<S> <C> <C> <C> <C>
Common Shares, $0.20 par value................... 250,000 shares $72.00 $18,000,000 $5,004
</TABLE>
(1) Includes associated Series A Preference Share purchase rights.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(3) 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.
(4) 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 March 31, 1999.
(5) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act and Rule 457(o) promulgated thereunder, is .000278 of
the maximum aggregate offering price at which the securities registered
pursuant to this Registration Statement are proposed to be offered.
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<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") and AMP
Incorporated Employee Savings and Thrift Plan (the "Plan"), hereby incorporate
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 Annual Report on Form 11-K for the Plan for the calendar year
ended December 31, 1997, filed by AMP Incorporated ("AMP") on June
29, 1998;
(c) The Annual Report on Form 11-K for the MERIT Plan of Benefits of the
M/A-COM Division of AMP (the "MERIT Plan") for the calendar year
ended December 31, 1997, filed by AMP on June 29, 1998 (on January 1,
1999 the MERIT Plan merged into the Plan);
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1998;
(e) The Registrant's Current Reports on Form 8-K filed on December 10,
1998 and Forms 8-K/A filed on May 13, 1998 and December 11, 1998; and
(f) The description of the Registrant's Common Shares set forth in the
Company's Registration Statement on Form 8-A/A filed on March 1,
1999.
In addition, all documents subsequently filed with the SEC by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bye-Law 102 of the Company's Bye-Laws provides, in part, that the Company
shall indemnify its directors and officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under The
Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
fraud or dishonesty of the director or officer. However, such section permits
the Company to indemnify a director or officer against any liability incurred by
him in defending any proceedings, whether civil or criminal, in which judgment
is given in his favor or in which he is acquitted or when other similar relief
is granted to him.
The Registrant maintains $100 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
2
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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.
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.
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EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Memorandum of Association of the Company (previously filed as an Exhibit to the Annual Report on Form
10-K of ADT Limited for the year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to the Company's Current Report dated July 2, 1997 on Form 8-K filed
July 10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to 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)
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Arthur Andersen LLP (Philadelphia)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
3
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(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) AMP Incorporated, a subsidiary of the undersigned Registrant that
sponsors the Plan, hereby undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and to make all
changes required by the Internal Revenue Service in order to qualify the
Plan.
(d) 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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Exeter, State of New Hampshire, on the 6th day of
April, 1999.
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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 April
6, 1999 and in the capacities indicated below.
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/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>
5
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/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>
Pursuant to the requirements of the Securities Act of 1933, AMP
Incorporated, which is authorized to take action on behalf of and in the name of
the Plan, has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Harrisburg,
Commonwealth of Pennsylvania, on the 6th day of April, 1999.
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AMP EMPLOYEE SAVINGS AND THRIFT PLAN
By: /s/ WILLIAM J. WARD
-----------------------------------------
William J. Ward,
VICE PRESIDENT AND CHIEF HUMAN RESOURCES
OFFICER
</TABLE>
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Memorandum of Association of the Company (previously filed as an Exhibit to the Annual Report on Form
10-K of ADT Limited for the year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to the Company's Current Report dated July 2, 1997 on Form 8-K filed
July 10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to 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)
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Arthur Andersen LLP (Philadelphia)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
7
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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, which
report is included in Tyco's Current Report on Form 8-K filed December 10, 1998.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
April 2, 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 Report on Form 8-K filed
December 10, 1998, and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
April 2, 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 Report
on Form 8-K filed December 10, 1998.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
April 2, 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
April 2, 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 June 15, 1998 included in the AMP Incorporated Employee
Savings and Thrift Plan Form 11-K for the year ended December 31, 1997 and our
report dated May 1, 1998 included in the AMP Incorporated MERIT Plan of Benefits
of the M/A-COM Division of AMP Form 11-K for the year ended December 31, 1997
and to all references to our Firm included in this registration statement.
/S/ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
April 1, 1999
