<PAGE>
As filed with the Securities and Exchange Commission on November 30, 2000
Registration No. 333-49662
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1
TO
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.
Copies to:
<TABLE>
<S> <C>
Meredith B. Cross, Esq. Fati Sadeghi, Esq.
Wilmer, Cutler & Pickering Senior Corporate Counsel
2445 M Street, NW Tyco International (US) Inc.
Washington, DC 20037 One Tyco Park
(202) 663-6000 Exeter, New Hampshire 03833
(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. [_]
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. The +
+selling shareholders 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2000
PROSPECTUS
[LOGO]
2,180,010 Common Shares
------------
This prospectus relates to 2,180,010 common shares of Tyco International Ltd.
that may be offered for sale or otherwise transferred from time to time by one
or more of the selling shareholders who are listed beginning on page 6 of this
document. Tyco will not receive any of the proceeds from the sale of the shares
offered by the selling shareholders.
All of the 2,180,010 common shares offered hereby were acquired by the
selling shareholders from us in connection with our October 26, 2000
acquisition of CIGI Investment Group, Inc. See "Selling Shareholders."
Tyco will pay all expenses of registering the common shares for resale by the
selling shareholders, but the selling shareholders will pay 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 any brokerage
commissions, discounts and fees. 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 November 27, 2000, the closing price for Tyco common
shares, as reported on the New York Stock Exchange, was U.S.$56.125 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................................................ 3
The Company................................................................ 4
Current Developments....................................................... 4
Use of Proceeds............................................................ 5
Selling Shareholders....................................................... 6
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 9
Experts.................................................................... 9
</TABLE>
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may
read and copy this information at the following locations of the SEC:
Public Reference Room North East Regional Midwest Regional Office
450 Fifth Street, N.W. Office 500 West Madison Street
Room 1024 7 World Trade Center Suite 1400
Washington, DC 20549 Suite 1300 Chicago, Illinois 60661
New York, New York 10048
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC
20549, at prescribed rates.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like Tyco, who file electronically with
the SEC. The address of that site is www.sec.gov.
You can also inspect reports, proxy statements and other information about
Tyco at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that Tyco has previously filed with the SEC. These documents contain
important information about Tyco and its finances.
<TABLE>
<CAPTION>
TYCO SEC FILINGS (File No. 001-13836) PERIOD
------------------------------------- ------
<S> <C>
Annual Report on Forms 10-K and 10-K/A Fiscal year ended September 30, 1999
Quarterly Reports on Forms 10-Q and 10-Q/A Quarterly periods ended December 31, 1999,
March 31, 2000 and June 30, 2000
<CAPTION>
Current Reports on Form 8-K Filed on December 9, 1999, December 10,
1999, January 20, 2000, July 14, 2000,
November 1, 2000 and November 15, 2000
The description of Tyco common shares as set Filed on March 1, 1999
forth
in its Registration Statement on Form 8-A/A
</TABLE>
All documents filed by Tyco with the SEC from the date of this prospectus to
the end of the offering of common shares under this document shall also be
deemed to be incorporated herein by reference.
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.
1
<PAGE>
We have not authorized anyone to give any information or make any
representation about the offering that is different from, or in addition to,
that contained in this prospectus or in any of the materials that we have
incorporated by reference into this prospectus. Therefore, if anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The information contained in
this document speaks only as of the date of this document unless the
information specifically indicates that another date applies.
2
<PAGE>
FORWARD LOOKING INFORMATION
Certain statements contained or incorporated by reference in this document
are "forward looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. All forward looking statements
involve risks and uncertainties. In particular, any statement 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) by Tyco's majority owned subsidiary, TyCom Ltd.
3
<PAGE>
THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
. designs, manufactures and distributes electrical and electronic
components;
. designs, engineers, manufactures, installs and services undersea cable
communications systems;
. designs, manufactures and distributes disposable medical supplies and
other specialty products;
. 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 operates in more than 100 countries around the world and has announced
revenues for its fiscal year ended September 30, 2000 of approximately $28.9
billion.
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 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's common shares are listed on the New York Stock Exchange and the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI".
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.
For additional information regarding the business of Tyco, please see Tyco's
Forms 10-K and 10-K/A and other filings of Tyco with the SEC which are
incorporated by reference into this document. See "Where You Can Find More
Information."
CURRENT DEVELOPMENTS
On November 17, 2000, Tyco completed a private placement offering of
$4,657,500,000 principal at maturity of zero-coupon debt securities due 2020
for aggregate net proceeds of approximately $3,374,000,000. Each $1,000
principal amount at maturity security was issued at 74.165%, accretes at a rate
of 1.5% per annum and is convertible into 10.3014 Tyco common shares if certain
conditions are met. Tyco may be required to repurchase the securities at the
accreted value at the option of the holders on November 17, 2001, 2003, 2005,
2007 or 2014. The proceeds of this offering will be used to finance the LPS
acquisition and to repay commercial paper.
On November 13, 2000, Tyco agreed to acquire the Lucent Power Systems
("LPS") business unit of Lucent Technologies, Inc. for $2.5 billion in cash.
LPS provides a full line of energy solutions and power products for
telecommunications service providers and for the computer industry and will be
integrated within the Electronics segment. LPS products include AC/DC and DC/DC
switching power supplies, batteries, power supplies and back-up power systems.
The acquisition is subject to customary regulatory approvals.
4
<PAGE>
On October 24, 2000, Tyco announced its results for the fourth quarter of
fiscal 2000, the three months ended September 30, 2000. For the fiscal 2000
fourth quarter, income before restructuring and other non-recurring credits,
charges, gain and extraordinary items was $1.10 billion, or $0.64 per diluted
share, as compared to $782.7 million, or $0.46 per diluted share, for the
quarter ended September 30, 1999. After giving effect to restructuring and
other non-recurring credits, charges, gain and extraordinary items, net income
for the fourth quarter of fiscal 2000 was $1.91 billion, or $1.12 per diluted
share, compared to $780.5 million, or $0.46 per diluted share, in the fourth
quarter of fiscal 1999. Results in the fourth quarter of fiscal 2000 included a
$1.76 billion pretax gain from the initial public offering of TyCom Ltd. Fourth
quarter sales rose 25% to $7.81 billion, up from $6.22 billion a year ago.
For fiscal 2000, revenues increased to $28.93 billion, up 29% from revenues
of $22.50 billion in fiscal 1999. Income before restructuring and other non-
recurring credits, charges, gain and extraordinary items rose to $3.73 billion,
or $2.18 per diluted share, a 42% increase over $1.53 per diluted share in
fiscal 1999. After giving effect to restructuring and other non-recurring
credits, charges, gain and extraordinary items, net income for fiscal 2000 was
$4.52 billion, or $2.64 per diluted share, compared to $1.02 billion or $0.61
per diluted share, in fiscal 1999.
The following segment discussion is presented before merger, restructuring
and other non-recurring credits, charges, gain and extraordinary items
consistent with Tyco management's view of operations. Quarterly operating
profits at Tyco Electronics increased 69% to $746.8 million in the fiscal 2000
fourth quarter as compared to $441.6 million in the quarter ended September 30,
1999. Operating profits at Tyco Telecommunications increased 95% to $144.2
million in the fiscal 2000 fourth quarter as compared to $74.0 million in the
quarter ended September 30, 1999. Operating profits at Tyco Healthcare and
Specialty Products increased 9% to $404.3 million in the fiscal 2000 fourth
quarter as compared to $372.1 million in the quarter ended September 30, 1999.
Operating profits at Tyco Fire and Security Services increased 22% to
$307.5 million in the fiscal 2000 fourth quarter as compared to $253.2 million
in the quarter ended September 30, 1999. Operating profits at Tyco Flow Control
Products and Services increased 14% to $200.3 million in the fiscal 2000 fourth
quarter as compared to $175.8 million in the quarter ended September 30, 1999.
The operating profits of Tyco's five business segments are stated before
deduction of general corporate expenses, goodwill amortization, interest
expense and taxes.
On October 17, 2000, Tyco acquired Mallinckrodt Inc. ("Mallinckrodt"), a
global healthcare company with products used primarily for respiratory care,
diagnostic imaging and pain relief. Tyco issued approximately 64.8 million
common shares, valued at approximately $3.2 billion, and assumed approximately
$1.0 billion in debt. Mallinckrodt is being integrated within Tyco's Healthcare
group. Tyco is accounting for the acquisition as a purchase.
On October 6, 2000, Tyco sold its ADT Automotive business to Manheim
Auctions, Inc., a wholly owned subsidiary of Cox Enterprises, Inc., for
approximately $1 billion in cash. The sale is expected to generate a one-time
pre-tax gain to Tyco in excess of $300 million in the first quarter of fiscal
2001.
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.
5
<PAGE>
SELLING SHAREHOLDERS
The following table provides the names of the selling shareholders and the
number of common shares beneficially owned by each selling shareholder as of
November 8, 2000. Information about beneficial ownership is based upon
information obtained from the selling shareholders. Information about shares
beneficially owned after the offering assumes the sale of all of the shares
offered and no other purchases or sales of common shares. We cannot determine
the exact number of shares that will be sold. Assuming all of the shares
offered by this prospectus are sold, no selling shareholder will own shares of
Tyco after this offering in excess of 1% of Tyco's outstanding common shares.
The shares which may be resold under this prospectus by the selling
shareholders were issued by Tyco as the initial consideration and as partial
payment of the contingent consideration in connection with Tyco's acquisition
of CIGI Investment Group, Inc. At the time of the acquisition, a wholly owned
subsidiary of Tyco, CIGI Investment Group, Inc. and the selling shareholders
entered into a shareholders' agreement that provides the selling shareholders
with registration rights. A wholly owned subsidiary of Tyco agreed to cause
Tyco to file the registration statement covering the common shares received at
closing by each of the selling shareholders in the acquisition, and to keep the
registration statement effective until the earlier of one year following
October 26, 2000 or the date that all of the shares covered by the registration
statement have been sold by the selling shareholders.
<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
Robert G. Allison................ 55,020 55,020 --
Douglas Andree(2)................ 2,650 2,650 --
Richard Backes, M.D.............. 4,017 4,017 --
Arthur H. Barse(2)............... 2,650 2,650 --
BaySam Investments, L.L.C........ 4,017 4,017 --
Bob Bigelow, IRA................. 1,004 1,004 --
Stan Biondi...................... 1,083 1,083 --
Bluestem Capital Company,
L.L.C........................... 6,001 6,001 --
Bluestem Capital Company II,
L.L.C........................... 3,818 3,818 --
Bluestem Capital Partners I,
L.L.C........................... 34,661 34,661 --
John C. Calvin, Jr............... 5,502 5,502 --
John Calvin...................... 40,680 40,680 --
Mark E. Calvin................... 5,502 5,502 --
Joseph, M.D. and Amy Cass........ 8,665 8,665 --
Rich Chapman..................... 4,017 4,017 --
Paulette K. Cotten(2)............ 2,650 2,650 --
Jim Dale(2)...................... 209,314 209,314 --
Michael T. Danforth(2)........... 209,314 209,314 --
John and Maryanne Dennis......... 32,135 32,135 --
Kathleen M. Diedrich(2).......... 5,301 5,301 --
DMB, Ltd......................... 4,333 4,333 --
Don Endres....................... 440,162 440,162 --
James Lee Engels(2).............. 209,314 209,314 --
Tom Everist...................... 4,017 4,017 --
Jody Femrite(2).................. 7,951 7,951 --
Chad Gortmaker(2)................ 2,650 2,650 --
Mark Griffin..................... 1,004 1,004 --
Gary Halma, M.D.................. 4,017 4,017 --
David Hayes(2)................... 1,325 1,325 --
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
HCI Real Estate, Inc............. 4,333 4,333 --
Jim Holdahl(2)................... 530 530 --
Sandra Hoover.................... 2,166 2,166 --
Sandy Horst...................... 1,520 1,520 --
Marjorie Hustead................. 2,166 2,166 --
JABE, L.L.C...................... 17,330 17,330 --
Lyle Jensen...................... 2,104 2,104 --
Mark A. Jensen................... 6,499 6,499 --
Lowry Hill as agent for Kevin
Kirby........................... 17,330 17,330 --
Kirby Capital Corporation........ 27,782 27,782 --
Steve Kirby...................... 28,162 28,162 --
Phillip Klein(2)................. 530 530 --
Kelby Krabbenhoft................ 1,004 1,004 --
Mark Liaboe...................... 2,166 2,166 --
Bill and Lorrae Lindquist........ 4,613 4,613 --
Ophthalmology Ltd. Money Purchase
Pension Plan fbo Charles
Mohler.......................... 2,166 2,166 --
Eileen Mohler Living Trust....... 4,333 4,333 --
Nordica Enterprises, Inc......... 8,665 8,665 --
Oaknoll Partners................. 4,333 4,333 --
Dwayne K. and Evelyn J.
Pederson........................ 4,333 4,333 --
Eric S. Peterson(2).............. 13,251 13,251 --
Randy L. Pickrel(2).............. 7,951 7,951 --
Jeffrey H. and Reita G. Pooley... 2,166 2,166 --
David Pownall.................... 2,166 2,166 --
Patricia Reagan.................. 6,025 6,025 --
Robert L. Reiter(2).............. 7,951 7,951 --
John Reppe(2).................... 530 530 --
Tommy R., M.D. and Luann L.
Reynolds........................ 4,613 4,613 --
Sather Brothers Co., L.L.C....... 12,051 12,051 --
Duane and Diane Sather........... 4,333 4,333 --
Ruth C. Scharf................... 5,502 5,502 --
Jeff Scherschligt................ 4,017 4,017 --
Schock Financial Services, Inc... 27,782 27,782 --
Paul Schock...................... 1,083 1,083 --
Jack A. Schulte(2)............... 5,301 5,301 --
Greg, M.D. and Karen Schultz..... 4,017 4,017 --
Sioux Valley Health Alliance
Capital Accumulation Plan fbo
Robert George................... 6,025 6,025 --
Sire Management Group, Inc....... 10,261 10,261 --
Darwin and Jane Sletten.......... 4,333 4,333 --
Scott and Ronna Sletten.......... 4,333 4,333 --
Lynne Steele..................... 1,520 1,520 --
Tyler Stowater................... 1,140 1,140 --
Donald and Maureen Szymik........ 32,135 32,135 --
Vance, M.D. and Jana Thompson.... 6,025 6,025 --
John L. Thomson.................. 4,333 4,333 --
U.S. Small Business
Administration.................. 505,330 505,330 --
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Common Shares
Common Shares Beneficially
Beneficially Owned
Owned Prior to Common Shares After the
Name of Shareholder the Offering(1) Offered Hereby Offering(1)
------------------- --------------- -------------- -------------
<S> <C> <C> <C>
John VanderWoude, M.D............. 8,034 8,034 --
Thomas P. Walsh, Sr............... 16,831 16,831 --
Sioux Valley Health Alliance
Capital Accumulation
Plan fbo William Watson, M.D..... 2,366(3) 2,166 200
Todd Williams(2).................. 5,301 5,301 --
David, M.D. and Barb Witzke....... 8,665 8,665 --
</TABLE>
--------
(1) This amount does not include additional Tyco common shares that may be
received as contingent consideration in the future in accordance with
elections made by such shareholders at the time of the acquisition.
(2) These selling shareholders are employees of CoEv, Inc., an indirect
subsidiary of Tyco as a result of the acquisition.
(3) The amount shown is the number of shares beneficially owned by William
Watson, M.D. as of November 8, 2000, and includes 200 shares owned by him
individually.
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;
. for settlement of short sales, or through long sales, options or
transactions involving cross or 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;
. transactions directly between seller and purchaser without a broker-
dealer;
. by pledge to secure debts and other obligations; or
. in any combination of any of the foregoing transactions or by any other
legally available means.
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.
8
<PAGE>
The selling shareholders will pay all commissions, discounts and fees of
brokers, dealers or agents. Tyco will pay all other costs, fees and expenses
relating to the registration of the common shares with the Securities and
Exchange Commission.
The selling shareholders may indemnify any broker, dealer or other agent
that participates in transactions involving the sale of the common shares
against liabilities, including liabilities arising under the Securities Act.
Under the terms of the shareholders' agreement, one of Tyco's wholly owned
subsidiaries agreed to indemnify the selling shareholders against certain
liabilities under the Securities Act or to contribute payments that the selling
shareholders may be required to make in that respect.
Tyco has also advised the selling shareholders that the anti-manipulation
rules under Regulation M of the Exchange Act may apply to their sales of Tyco's
common shares in the market and to the activities of the selling shareholders
and their affiliates.
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.
9
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tyco International Ltd.
2,180,010 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).................................... $32,715
Legal fees and expenses.......................................... 10,000
Accounting fees and expenses..................................... 5,000
Miscellaneous.................................................... 16,000
-------
Total.......................................................... $63,715
=======
</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 $250 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
23.4 Consent of Appleby Spurling & Kempe (contained in the opinion
filed as Exhibit 5 hereto)*
24 Powers of Attorney*
</TABLE>
--------
* Previously filed.
II-1
<PAGE>
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 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.
II-2
<PAGE>
(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 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 30th day of November, 2000.
<TABLE>
<S> <C>
Tyco International Ltd.
/s/ Mark H. Swartz
By: _______________________________________
Mark H. Swartz
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
November 30, 2000 in the capacities indicated below.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<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
___________________________________________
</TABLE> John F. Fort
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
___________________________________________
Stephen W. Foss
* Director
___________________________________________
Philip M. Hampton
* 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.
By: /s/ Mark H. Swartz
____________________________________
Mark H. Swartz
Attorney-In-Fact
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
Consent of Appleby Spurling & Kempe (contained in the opinion
23.4 filed as Exhibit 5 hereto)*
24 Powers of Attorney*
</TABLE>
--------
* Previously filed.
