<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 October 23, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Tyco International Ltd.
(Exact Name of Registrant as Specified in Its Charter)
--------------- Not Applicable
Bermuda (I.R.S. Employer Identification No.)
(State or other Jurisdiction of
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
subsidiaries are located at One Tyco Park, Exeter, New Hampshire 03833. The
telephone number there is (603) 778-9700.
---------------
Investment Plan For Employees of Mallinckrodt Inc.
(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)
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Copies To:
Fati Sadeghi, Esq.
Senior Corporate Counsel
Tyco International (US) Inc.
One Tyco Park
Exeter, New Hampshire 03833
(603) 778-9700
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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)
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<S> <C> <C> <C> <C>
Common Shares, $0.20
par value............ 1,000,000 shares $45.85 $45,850,000 $12,105.00
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</TABLE>
(1) 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.
(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 on
the New York Stock Exchange Composite Tape on October 18, 2000.
(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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference.
Tyco International Ltd. (Tyco or the "Registrant") and the Investment Plan
for Employees of Mallinckrodt Inc. (the "Plan") hereby incorporate by
reference the documents listed below, which have previously been filed with
the SEC:
(a) Tyco's Annual Report on Forms 10-K and 10-K/A for the fiscal year
ended September 30, 1999;
(b) The Annual Report on Form 11-K for the Plan for the year ended June
30, 1999 filed by Mallinckrodt Inc. ("Mallinckrodt");
(c) Tyco's Quarterly Reports on Forms 10-Q and 10-Q/A for the fiscal
quarters ended December 31, 1999, March 31, 2000 and June 30, 2000;
(d) Tyco's Current Reports on Form 8-K filed on December 9, 1999,
December 10, 1999, January 20, 2000 and July 14, 2000; and
(e) 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.
In addition, all documents subsequently filed with the SEC by Tyco 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 Tyco's Bye-Laws provides, in part, that Tyco 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 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 $250,000,000 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.
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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
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<C> <S>
4.1 Tyco's Memorandum of Association (incorporated by reference to
Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the year
ended December 31, 1992)
4.2 Tyco's Certificate of Incorporation on Change of Name
(incorporated by reference to Exhibit 3.2 to Tyco's Current Report
on Form 8-K filed July 10, 1997)
4.3 Tyco's Bye-Laws (incorporated by reference to Exhibit 3.3 to
Tyco's Form S-3 filed April 23, 1998 (File no. 333-50855) and to
Exhibit 3.5 to Tyco's Current Report on Form 8-K filed September
14, 1999)
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Stone Carlie & Company, L.L.C.
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
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(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) Mallinckrodt, the Plan sponsor and a subsidiary of the 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.
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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 23rd day of
October, 2000.
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 (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 below by the following persons on
October 23, 2000 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>
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<TABLE>
<S> <C>
/s/ Philip M. Hampton Director
___________________________________________
Philip M. Hampton
/s/ Wendy E. Lane Director
___________________________________________
Wendy E. Lane
/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>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
4.1 Tyco's Memorandum of Association (incorporated by reference to
Exhibit 3.1 to Tyco's Annual Report on Form 10-K for the year
ended December 31, 1992)
4.2 Tyco's Certificate of Incorporation on Change of Name
(incorporated by reference to Exhibit 3.2 to Tyco's Current Report
on Form 8-K filed July 10, 1997)
4.3 Tyco's Bye-Laws (incorporated by reference to Exhibit 3.3 to
Tyco's Form S-3 filed April 23, 1998 (File no. 333-50855) and to
Exhibit 3.5 to Tyco's Current Report on Form 8-K filed September
14, 1999)
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Stone Carlie & Company, L.L.C.
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
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