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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-44102
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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)
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BERMUDA NOT APPLICABLE
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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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)
------------------------------
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.
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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
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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. / /
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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.
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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:
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SEC registration fee (actual)........................... $ 66,401
Legal fees and expenses................................. $ 10,000
Accounting fees and expenses............................ $ 5,000
Miscellaneous........................................... $ 16,000
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Total............................................. $ 97,401
==========
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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
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EXHIBIT NO. DESCRIPTION
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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*
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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*
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* Previously filed.
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
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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.
(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.
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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-3 and has duly caused this Amendment No. 2 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
8th day of September, 2000.
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TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
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Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons on
September 8, 2000 in the capacities indicated below.
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SIGNATURE TITLE
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<C> <S>
* Chairman of the Board, President,
------------------------------------------- Chief Executive Officer and Director
L. Dennis Kozlowski (Principal Executive Officer)
* Director
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Michael A. Ashcroft
* Director and Vice President
-------------------------------------------
Joshua M. Berman
* Director
-------------------------------------------
Richard S. Bodman
* Director
-------------------------------------------
John F. Fort
* Director
-------------------------------------------
Stephen W. Foss
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SIGNATURE TITLE
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<C> <S>
* Director
-------------------------------------------
Philip M. Hampton
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*
----------------------------------------------------- Director
Wendy E. Lane
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* Director
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James S. Pasman, Jr.
* Director
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W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President and
------------------------------------------- Chief Financial Officer
Mark H. Swartz (Principal Financial and Accounting Officer)
* Director
-------------------------------------------
Frank E. Walsh, Jr.
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*By: /s/ MARK H. SWARTZ
--------------------------------------
Mark H. Swartz
ATTORNEY-IN-FACT
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. 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)
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*
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* Previously filed.
