<PAGE>
As filed with the Securities and Exchange Commission on December 20, 2000
Registration No. 333-51548
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Tyco International Ltd.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Bermuda 7382 Not applicable
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 292-8674*
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Mark H. Swartz
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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* Tyco International Ltd. maintains its registered and principal executive
offices at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda. The executive offices of Tyco's principal United States subsidiaries
are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number
there is (603) 778-9700.
Copies to:
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<S> <C>
Meredith Cross, Esq. Fati Sadeghi, Esq.
Wilmer, Cutler & Pickering Senior Corporate Counsel
2445 M Street, NW Tyco International (US) Inc.
Washington, D.C. 20037 One Tyco Park
(202) 663-6000 Exeter, New Hampshire 03833
(603) 778-9700
</TABLE>
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Approximate date the registrant proposes to begin selling securities to the
public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d),
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [X] File No. 333-51548
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<PAGE>
PART II
ITEM 16. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<C> <S>
3.1 Memorandum of Association (incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992)
3.2 Certificate of Incorporation on change of name (incorporated by
reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-
K filed July 10, 1997)
3.3 Bye-laws of Tyco (incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-3 dated April 23, 1998 (File No. 333-50855) and to
Exhibit 3.5 to the Registrant's Current Report on Form 8-K filed
September 14, 1999)
4.1 Indenture between Tyco International Ltd. and State Street Bank and
Trust Company, dated as of November 17, 2000*
Form of Liquid Yield Option (TM) Note due 2020 (Zero Coupon--Senior)
4.2 (included in Exhibit 4.1)*
4.3 Registration Rights Agreement dated as of November 17, 2000, by and
between Tyco International Ltd. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated (corrected from the
Registration Rights Agreement filed as Exhibit 4.3 to this
Registration Statement)
5.1 Opinion of Appleby Spurling & Kempe*
5.2 Opinion of Wilmer, Cutler & Pickering*
Opinion of Wilmer, Cutler & Pickering as to certain U.S. federal
8.1 income tax matters*
12.1 Computation of Ratio of Earnings to Fixed Charges*
23.1 Consent of PricewaterhouseCoopers*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Arthur Andersen LLP*
23.4 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1)*
23.5 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.2)*
23.6 Consent of Wilmer, Cutler & Pickering (included in Exhibit 8.1)*
24.1 Power of Attorney*
Form of T-1 Statement of Eligibility of the Trustee under the
25.1 Indenture*
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*Previously filed
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the 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 20th day of
December, 2000.
Tyco International Ltd.
/s/ Mark H. Swartz
By: _________________________________
Mark H. Swartz
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons on December 20, 2000 in the capacities indicated below.
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<CAPTION>
Signature Title
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<S> <C>
* Chairman of the Board,
______________________________________ President, Chief
L. Dennis Kozlowski Executive Officer and
Director (Principal
Executive Officer)
* Director
______________________________________
Lord Ashcroft KCMG
* Director
______________________________________
Joshua M. Berman
* Director
______________________________________
Richard S. Bodman
* Director
______________________________________
John F. Fort
* Director
______________________________________
Stephen W. Foss
* Director
______________________________________
Philip M. Hampton
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
* Director
______________________________________
Wendy E. Lane
* Director
______________________________________
James S. Pasman, Jr.
* Director
______________________________________
W. Peter Slusser
/s/ Mark H. Swartz Executive Vice President
______________________________________ and Chief Financial
Mark H. Swartz Officer (Principal
Financial and Accounting
Officer)
* Director
______________________________________
</TABLE> Frank E. Walsh, Jr.
/s/ Mark H. Swartz
* By: ___________________________
Mark H. Swartz
Attorney-In-Fact
II-3
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<C> <S>
3.1 Memorandum of Association (incorporated by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992)
3.2 Certificate of Incorporation on change of name (incorporated by
reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-
K filed July 10, 1997)
3.3 Bye-laws of Tyco (incorporated by reference to Exhibit 3.3 to the
Registrant's Form S-3 dated April 23, 1998 (File No. 333-50855) and to
Exhibit 3.5 to the Registrant's Current Report on Form 8-K filed
September 14, 1999)
4.1 Indenture between Tyco International Ltd. and State Street Bank and
Trust Company, dated as of November 17, 2000*
4.2 Form of Liquid Yield Option (TM) Note due 2020 (Zero Coupon--Senior)
(included in Exhibit 4.1)*
4.3 Registration Rights Agreement dated as of November 17, 2000, by and
between Tyco International Ltd. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated (corrected from the
Registration Rights Agreement filed as Exhibit 4.3 to this
Registration Statement)
5.1 Opinion of Appleby Spurling & Kempe*
5.2 Opinion of Wilmer, Cutler & Pickering*
8.1 Opinion of Wilmer, Cutler & Pickering as to certain U.S. federal
income tax matters*
12.1 Computation of Ratio of Earnings to Fixed Charges*
23.1 Consent of PricewaterhouseCoopers*
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Arthur Andersen LLP*
23.4 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1)*
23.5 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.2)*
23.6 Consent of Wilmer, Cutler & Pickering (included in Exhibit 8.1)*
24.1 Power of Attorney*
25.1 Form of T-1 Statement of Eligibility of the Trustee under the
Indenture*
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* Previously filed
