<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
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 (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
------------------------
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)
------------------------------
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)
------------------------------
*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.
<TABLE>
<S> <C>
COPIES TO:
FATI SADEGHI, ESQ.
MEREDITH B. CROSS, ESQ. SENIOR CORPORATE COUNSEL
WILMER, CUTLER & PICKERING C/O TYCO INTERNATIONAL (US) INC.
2445 M STREET, NW ONE TYCO PARK
WASHINGTON, DC 20037 EXETER, NEW HAMPSHIRE 03833
(202) 663-6000 (603) 778-9700
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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, 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 only 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Shares, nominal value U.S.$0.20
per share............................ 4,703,999 U.S.$53.4688 U.S.$251,517,182 U.S.$66,401
</TABLE>
(1) This estimate is made pursuant to Rule 457(c) of the Securities Act solely
for the purpose of determining the registration fee. The above calculation
is based on U.S.$53.4688, the average high and low prices of the
Registrant's common shares as reported on the New York Stock Exchange on
August 16, 2000.
(2) The amount of the registration fee, calculated in accordance with
Section 6(b) of the Securities Act and Rule 457(c) 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.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION,
DATED AUGUST 18, 2000
PROSPECTUS
[LOGO]
4,703,999 COMMON SHARES
---------------
This prospectus relates to the public offering and sale of 4,703,999 common
shares of Tyco International Ltd. issuable upon exercise of stock options held
by the shareholders who are listed on page 3 of this document. Tyco will not
receive any of the proceeds from the sale of the shares offered by the selling
shareholders.
The selling shareholders will pay the expenses of this registration and any
brokerage commissions, discounts and fees. A selling shareholder's net proceeds
from its sale of shares will be the sales price of the shares sold, less
expenses. The offering of the shares will not be underwritten.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On August 16, 2000, the closing price for Tyco common
shares, as reported on the New York Stock Exchange, was U.S.$53.25 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS DOCUMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
------------------------
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Where You Can Find More Information......................... 1
Forward Looking Information................................. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Selling Shareholders........................................ 3
Plan of Distribution........................................ 4
Legal Matters............................................... 5
Experts..................................................... 5
</TABLE>
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and current reports, proxy statements and other
information with the SEC. Tyco's filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document Tyco files with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Tyco's
common shares are listed on the New York Stock Exchange, as well as the London
and Bermuda Stock Exchanges. You can obtain information about Tyco from the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
The SEC allows Tyco to "incorporate by reference" information in documents
filed with the SEC, which means that Tyco can disclose important information to
you by referring you to those documents. These incorporated documents contain
important business and financial information about Tyco that is not included in
or delivered with this document. The information incorporated by reference is
considered to be part of this document, and later information filed with the SEC
may update and supersede this information. Tyco incorporates by reference the
documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act
of 1934 prior to the end of the offering of common shares under this document.
1. Tyco's Annual Report on Forms 10-K and 10-K/A for the fiscal year ended
September 30, 1999.
2. Tyco's Quarterly Reports on Forms 10-Q and 10-Q/A for the quarters ended
December 31, 1999, March 31, 2000 and June 30, 2000.
3. Tyco's Current Reports on Form 8-K filed on December 9, 1999,
December 10, 1999, January 20, 2000 and July 14, 2000.
4. The description of Tyco's common shares as set forth in Tyco's
Registration Statement on Form 8-A/A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address or telephone number:
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 292-8674
Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THE SELLING SHAREHOLDERS WILL NOT MAKE AN OFFER OF
THE COMMON SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
References to "$" in this prospectus are to United States dollars.
1
<PAGE>
FORWARD LOOKING INFORMATION
Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statements contained in this
document or any document incorporated by reference in this document regarding
the consummation and benefits of future acquisitions, as well as expectations
with respect to future sales, operating efficiencies and product expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of Tyco, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performances or achievements. Factors that might affect such forward looking
statements include, among other things:
- overall economic and business conditions;
- the demand for Tyco's goods and services;
- competitive factors in the industries in which Tyco competes;
- changes in government regulation;
- changes in tax requirements, including tax rate changes, new tax laws and
revised tax law interpretations;
- results of litigation;
- interest rate fluctuations, foreign currency rate fluctuations and other
capital market conditions;
- economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders;
- the ability to achieve anticipated synergies and other costs savings in
connection with acquisitions;
- the timing, impact and other uncertainties of future acquisitions; and
- the timing of construction and the successful operation of the TyCom
Global Network-TM-.
2
<PAGE>
THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
- designs, manufactures and distributes electrical and electronic components
and designs, manufactures, installs and services undersea cable
communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts auto redistribution services;
- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and
- designs, manufactures and distributes flow control products.
Tyco's strategy is to be the low-cost, high-quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
Tyco reviews acquisition opportunities in the ordinary course of its
business, some of which may be material and some of which are currently under
investigation, discussion or negotiation. There can be no assurance that any of
such acquisitions will be consummated.
Tyco is a Bermuda company whose registered and principal executive offices
are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke
HM 08, Bermuda, and its telephone number is (441) 292-8674. 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.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered hereby will go
to the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders are: (i) L. Dennis Kozlowski, the President, Chief
Executive Officer and Chairman of the Board of Tyco, who will sell shares
directly and indirectly through the DCS Family Partnership L.P., a limited
partnership in which he controls all general partnership interests and in which
he and his family members directly and indirectly own all the limited
partnership interest; and (ii) the KMS Family Partnership L.P., a limited
partnership in which Mark H. Swartz, Executive Vice President and Chief
Financial Officer of Tyco, controls all general partnership interests and in
which he and his family members directly and indirectly own all the limited
partnership interest.
<TABLE>
<CAPTION>
COMMON
COMMON SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING OFFERED HEREBY OFFERING
------------------- ------------------ -------------- ---------------
<S> <C> <C> <C>
L. Dennis Kozlowski........................... 12,046,308(1) 3,136,000(2) 8,910,308
KMS Family Partnership L.P.................... 1,936,187(3)(4) 1,567,999(5) 368,188(3)
</TABLE>
------------------------
(1) The amount shown is the number of shares beneficially owned as of August 17,
2000 and includes 6,519,834 shares that Mr. Kozlowski has the right to
acquire under stock options that were exercisable on August 17, 2000 or that
become exercisable within 60 days after August 17, 2000. The amount also
includes 1,716,566 shares which are held by the KFT Family Partnership L.P.,
of which Mr. Kozlowski is the sole general partner, including 40,000 shares
that the partnership has the right to acquire through the exercise of stock
options; and 2,552,000 shares which are held by the DCS Family Partnership
L.P., of which Mr. Kozlowski controls all the general partnership
3
<PAGE>
interest, including 2,392,000 shares that the partnership has the right to
acquire through the exercise of stock options. The amount shown excludes
602,000 shares held in a charitable remainder trust, as to which Mr.
Kozlowski disclaims beneficial ownership.
(2) This amount consists of 744,000 shares that will be issued upon the exercise
of stock options issued to Mr. Kozlowski and 2,392,000 shares that will be
issued upon the exercise of stock options that Mr. Kozlowski transferred to
the DCS Family Partnership L.P. The exercise price for the options that
Mr. Kozlowski will exercise directly is $35.35 and the range of exercise
prices for the options to be exercised by the DCS Family Partnership L.P. is
$19.16 to $41.20.
(3) This amount does not include shares beneficially owned by Mr. Swartz in
which the KMS Family Partnership L.P. has no interest.
(4) This amount includes 1,567,999 shares that the KMS Family Partnership L.P.
has the right to acquire through the exercise of stock options.
(5) Such shares will be issued upon the exercise of stock options issued to
Mr. Swartz that Mr. Swartz transferred to the KMS Family Partnership L.P.
The range of exercise prices for such options is $19.16 to $41.20.
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions at
negotiated prices. The manner in which sales of common shares can be made
include:
- ordinary brokerage transactions;
- transactions in which a broker solicits purchasers;
- block trades;
- purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
- put or call option transactions relating to the common shares; or
- transactions directly between seller and purchaser without a
broker-dealer.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in connection
with the sale of the common shares that are offered by this document may be
deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
The selling shareholders have engaged Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a registered broker-dealer, as a non-exclusive agent for the sale
of the common shares and have agreed to indemnify Merrill Lynch against certain
liabilities including certain liabilities under the United States securities
laws.
The selling shareholders will pay all expenses of registration of the common
shares offered hereby, including commissions, discounts and fees of brokers,
dealers or agents.
4
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby will be passed upon for Tyco by Appleby Spurling & Kempe, Hamilton,
Bermuda, Bermuda counsel to Tyco. Michael L. Jones, Secretary of Tyco, is a
partner of Appleby Spurling & Kempe.
EXPERTS
The consolidated financial statements and financial statement schedule of
Tyco 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, included in Tyco's
Annual Report on Form 10-K/A filed on June 26, 2000, and incorporated by
reference in this document, have been audited by PricewaterhouseCoopers,
independent accountants, as set forth in their report included therein. In its
report, that firm states that with respect to certain subsidiaries its opinion
is based upon the reports of other independent accountants, namely Deloitte &
Touche LLP (as it relates 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) and Arthur Andersen LLP (as it relates to the consolidated
balance sheet 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). The consolidated financial statements and financial
statement schedule referred to above have been incorporated herein in reliance
on said reports given on the authority of such firms as experts in auditing and
accounting.
5
<PAGE>
TYCO INTERNATIONAL LTD.
4,703,999 COMMON SHARES
------------------------
PROSPECTUS
------------------------
, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this registration statement are as follows:
<TABLE>
<S> <C>
SEC registration fee (actual)........................... $ 66,401
Legal fees and expenses................................. $ 10,000
Accounting fees and expenses............................ $ 5,000
Miscellaneous........................................... $ 16,000
----------
Total............................................. $ 97,401
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 102 of Tyco's Bye-Laws provides, in part, that Tyco shall indemnify
its directors and other 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 Tyco 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.
Tyco maintains $100 million of insurance to reimburse the directors and
officers of Tyco 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 Tyco 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 Tyco
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<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)
5 Opinion of Appleby Spurling & Kempe
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
23.4 Consent of Appleby Spurling & Kempe (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature pages hereto)
</TABLE>
ITEM 17. 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 of 1933;
(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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in
the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b), if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective 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 Commission
by the Registrant pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other
II-2
<PAGE>
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 Act and
will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<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-3 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 18th day of
August, 2000.
<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 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 (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), 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 by the following persons on August 18,
2000 in the capacities indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board, President,
------------------------------------------- Chief Executive Officer and Director
L. Dennis Kozlowski (Principal 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
/s/ STEPHEN W. FOSS Director
-------------------------------------------
Stephen W. Foss
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ PHILIP M. HAMPTON Director
-------------------------------------------
Philip M. Hampton
</TABLE>
<TABLE>
<CAPTION>
/s/ WENDY E. LANE
----------------------------------------------------- Director
Wendy E. Lane
<C> <S>
/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
Mark H. Swartz (Principal Financial and Accounting Officer)
/s/ FRANK E. WALSH, JR. Director
-------------------------------------------
Frank E. Walsh, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<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)
5 Opinion of Appleby Spurling & Kempe
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 (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature pages hereto)
</TABLE>
