<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIBERCORE, INC.
---------------
(Name of Issuer)
COMMON STOCK (PAR VALUE $0.001 PER SHARE)
-----------------------------------------
(Title of Class of Securities)
31563B109
---------
(CUSIP Number)
Mark H. Swartz
Executive Vice President
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(441) 292-8674
With copies to:
Meredith B. Cross, Esq. Fati Sadeghi, Esq.
Wilmer, Cutler & Pickering Senior Corporate Counsel
2445 M Street, N.W. Tyco International (US) Inc.
Washington, D.C. 20037 One Tyco Park
(202) 663-6000 Exeter, NH 03833
(603) 778-9700
----------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 5, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|X|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedules, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 31563b109 PAGE 2 OF 9 PAGES
------------------- -----------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Tyco International Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 11,628,204
PERSON ----------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,628,204
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,628,204
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.69%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 31563b109 PAGE 3 OF 9 PAGES
------------------- -----------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Tyco Electronics Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-0332575
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 10,275,829
PERSON ----------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,275,829
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,275,829
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.17%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
------------------- -----------------
CUSIP NO. 31563b109 PAGE 4 OF 9 PAGES
------------------- -----------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Tyco Sigma Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 1,352,375
PERSON ----------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,352,375
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,375
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This schedule relates to the common stock, par value $0.001 per share
("Common Stock"), of FiberCore, Inc. ("FiberCore"), a Nevada corporation. The
address of FiberCore's principal place of business is 253 Worcester Road, P.O.
Box 180, Charlton, MA 01507.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Tyco International Ltd. ("Tyco"), a Bermuda company, is a
diversified manufacturing and service company that, through its subsidiaries:
(i) designs, manufactures and distributes electrical and electronic components,
and designs, manufactures, installs and services undersea cable communication
systems; (ii) designs, manufactures and distributes disposable medical supplies
and other specialty products, and conducts auto redistribution services; (iii)
designs, manufactures, installs and services fire detection and suppression
systems and installs, monitors and maintains electronic security systems; and
(iv) designs, manufactures and distributes flow control products.
Tyco's registered offices are located 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.
Tyco Electronics Corporation ("TEC"), a Pennsylvania corporation and an
indirect wholly-owned subsidiary of Tyco, is a producer of electrical and
electronic connectors, fiber optics, wire and cable, electrical power and
telecommunications components, relays, wireless devices, microcircuits and touch
input devices. TEC was formerly known as AMP Incorporated, which filed a
Schedule 13G with respect to 16.1% of the Common Stock on February 10, 1997.
TEC's principal executive office is located at 2901 Fulling Mill Road,
Middletown, Pennsylvania 17057.
Tyco Sigma Limited ("Tyco Sigma"), a Bermuda company, is a direct
wholly-owned subsidiary of Tyco. Tyco Sigma's registered offices are located at
The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.
Tyco, TEC and Tyco Sigma are referred to collectively as the "Reporting
Persons."
The name, business address and present principal occupation or
employment of each of the executive officers and directors of Tyco, TEC and Tyco
Sigma are set forth on Schedules I, II and III annexed hereto (the "Schedules"),
respectively, which are incorporated herein by reference.
(d) - (e) During the last five years, none of the Reporting Persons,
and, to the best knowledge of the Reporting Persons, none of the persons listed
on the Schedules hereto, has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Except as indicated on the Schedules, each natural person
identified is a citizen of the United States.
- 5 -
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Tyco Sigma entered into a Terms Sheet agreement with FiberCore, dated
September 1, 2000. Under the agreement, Tyco Sigma purchased 1,352,375 shares of
Common Stock for $9,000,000. The source of funds for the purchase of this Common
Stock was the working capital of Tyco Sigma.
Following the purchase described above, the Reporting Persons hold
11,628,204 shares of Common Stock at an aggregate purchase price of
approximately $21,133,121. The Common Stock, other than the purchase described
above, was acquired through (i) TEC's purchase of 3,058,833 shares on November
27, 1996 through the conversion of approximately $3.54 million in aggregate
amount of principal and interest, representing a portion of the $5 million
convertible debenture dated April 17, 1995; (ii) TEC's purchase of 3,419,977
shares on May 19, 2000 through the conversion of approximately $2.46 million in
aggregate amount of principal and interest, representing the balance of the $5
million amended and restated convertible debenture as of April 17, 1995; (iii)
TEC's purchase of 2,765,487 shares by the payment on June 2, 2000 of $2,000,000
as the exercise price for warrants granted to TEC on November 20, 1996; and (iv)
TEC's purchase of 1,031,532 shares on May 19, 2000 by the conversion of
approximately $4.13 million in aggregate amount of principal and interest
outstanding under the $3 million term loan dated November 27, 1996.
The source of funds used to make the loans under the original $5
million convertible debenture in 1995 and the $3 million term loan in 1996 was
the working capital of TEC, formerly known as AMP Incorporated. The source of
funds used to pay the exercise price of the warrants exercised on May 19, 2000,
was the working capital of TEC.
ITEM 4. PURPOSE OF TRANSACTION.
On September 5, 2000, Tyco Sigma purchased 1,352,375 shares of
FiberCore's Common Stock for $9,000,000 pursuant to the Terms Sheet Agreement
dated September 1, 2000. The Reporting Persons purchased the Common Stock to
enable FiberCore to repay the indebtedness to Algar S.A. associated with
FiberCore's acquisition of Xtal.
TEC (at the time, known as AMP Incorporated) made its initial loan to
FiberCore in 1995. TEC's purposes in loaning money to FiberCore and, in 1996,
converting a portion of that debt into equity, were twofold. First, TEC desired
to form a strategic alliance with a company that TEC identified as a key player
in the future in the optical fiber market. Second, TEC purchases large amounts
of optical fiber, initially directly and now primarily through subcontractors
for use in the production of its fiber optic cable, and TEC believed the
investment in FiberCore would be useful for its purchases of optical fiber. TEC
also acquired its debt and equity interests in FiberCore with the expectation of
gaining an attractive return on its investment.
The conversion of debt to equity of FiberCore that was completed on May
19, 2000 was the result of TEC's effort to assist FiberCore with its refinancing
plans. As part of the Term Sheet agreement that TEC entered into with FiberCore
on May 19, 2000, TEC agreed to exercise FiberCore warrants to assist FiberCore
in financing its acquisition of Xtal.
Following these transactions, FiberCore has advised Tyco that it
intends to nominate Mark H. Swartz, Executive Vice President and Chief Financial
Officer of Tyco, as a member of FiberCore's Board of Directors.
- 6 -
<PAGE>
The Reporting Persons expect to evaluate on a continuing basis their
goals and objectives and general economic and equity market conditions, as well
as FiberCore's business operations and prospects. Based on such evaluations,
from time to time in the future, the Reporting Persons may, subject to the
Standstill Agreement (described in Item 6 below), make additional purchases of
FiberCore's Common Stock. The Reporting Persons may, subject to the Standstill
Agreement, from time to time sell all or a portion of the Common Stock that they
now hold either in private placements, in the open market pursuant to Rule 144,
to the extent such rule is available for such sales, or otherwise in conformance
with the federal securities laws.
Except as set forth above, none of the Reporting Persons nor, to the
best knowledge of each Reporting Person, any of the persons named in the
Schedules to this Statement on Schedule 13D, has any plans or proposals that
relate to or would result in any of the matters referred to in items (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the September 5, 2000 transaction described above, Tyco
beneficially owns through TEC and Tyco Sigma a total of
11,628,204 shares of Common Stock, constituting approximately
21.69% of the 53,607,293 total shares outstanding. The total
number of shares of Common Stock outstanding is the number of
shares outstanding as of June 30, 2000, as such number was
disclosed in the Quarterly Report on Form 10-Q filed by
FiberCore for the quarterly period ended June 30, 2000, plus
1,352,375 shares of Common Stock that Tyco Sigma purchased on
September 5, 2000.
(b) Tyco has shared voting and dispositive power with respect to
11,628,204 shares of Common Stock. Tyco shares voting and
dispositive power with TEC as to 10,275,829 shares of Common
Stock and with Tyco Sigma as to 1,352,375 shares of Common
Stock. TEC has shared voting and dispositive power with Tyco
as to 10,275,829 shares of Common Stock, but it has no voting
or dispositive power as to the Common Stock owned by Tyco
Sigma. Tyco Sigma has shared voting and dispositive power as
to 1,352,375 shares of Common Stock, but it has no voting or
dispositive power as to the Common Stock owned by TEC.
(c) During the past 60 days, none of the Reporting Persons has
consummated any transactions with respect to the Common Stock,
except Tyco Sigma's purchase of 1,352,375 shares of Common
Stock pursuant to the Terms Sheet agreement between FiberCore
and Tyco Sigma dated September 1, 2000.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Tyco Sigma and FiberCore entered into the Terms Sheet agreement dated
September 1, 2000 under which both parties agreed to the transaction described
in Item 5(c) above.
TEC and FiberCore entered into the Term Sheet agreement dated May 19,
2000. Under the Term Sheet Agreement, TEC agreed to: (i) convert approximately
$2.46 million of aggregate amount of principal and interest outstanding under
the amended and restated convertible debenture dated as of April 17, 1995 into
3,419,977 shares of Common Stock; (ii) convert the approximately $4.13 million
in aggregate amount of principal and interest outstanding under the term loan
dated November 27, 1996 into 1,031,532 shares of Common Stock; and (iii)
exercise warrants to purchase of 2,765,487 shares of Common Stock by the payment
on June 2, 2000 of approximately $2,000,000 as the exercise price for warrants
granted to TEC by FiberCore on November 20, 1996. The Term Sheet agreement
provides that FiberCore will reasonably assist TEC in any sales of FiberCore
Common Stock that TEC may decide to make from time to time, amends and clarifies
TEC's registration rights, provides for
- 7 -
<PAGE>
possible future sales support arrangements, and sets forth an understanding that
the parties will explore the possibility for technology collaboration.
TEC also entered into the Standstill Agreement with FiberCore on May
19, 2000. The terms of the Standstill Agreement provide that, absent prior
approval by either the board of directors of FiberCore or the affirmative vote
of the stockholders other than TEC who own at least 66 2/3% of the outstanding
voting stock of FiberCore that is not owned by TEC, TEC shall not undertake any
of the following actions for the period extending through May 19, 2002:
(i) participate in a partnership, limited partnership, syndicate
or group within the meaning of Section 13(d)(3) of the Act
with respect to the Common Stock, or enter into any voting
trust or voting agreement affecting the Common Stock;
(ii) directly or indirectly participate in any solicitation of
proxies or written consents under any circumstances with
respect to FiberCore, including but not limited to election
contests;
(iii) directly or indirectly attempt to call a special meeting of
the shareholders or circulate a written consent of the
shareholders for the purpose of changing the membership of the
board of directors of FiberCore or voting on a merger or other
reorganization of FiberCore;
(iv) directly or indirectly commence a tender offer for the Common
Stock, although TEC may tender its shares in any offer made by
a third party that is not affiliated with TEC and that is not
a party to a private placement with TEC involving the Common
Stock;
(v) directly or indirectly solicit shareholders to vote against
any nominee for director proposed by FiberCore's board of
directors. Moreover, TEC will vote all of its shares in favor
of FiberCore management nominees to the board who are
reasonably acceptable to TEC;
(vi) either alone or by assisting any other person or entity,
attempt to exercise control over the management or policies of
FiberCore.
In addition to the terms of the Standstill Agreement described above,
the Standstill Agreement provides that the Voting Agreement entered into on
November 27, 1996 between TEC, FiberCore and certain key shareholders is
terminated and has no further force and effect after May 19, 2000.
The foregoing descriptions of the Term Sheet agreement, the Terms Sheet
Agreement and the Standstill Agreement are summaries and do not purport to be
complete. Each of the Term Sheet agreement, the Terms Sheet Agreement and the
Standstill Agreement have been incorporated by reference into this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Agreement of Joint Filing pursuant to Rule
13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934
99.2 Terms Sheet between FiberCore, Inc. and Tyco Sigma
Limited dated September 1, 2000
99.3 Term Sheet, dated May 19, 2000 (incorporated by
reference to Exhibit 10.1 to FiberCore's Form 8-K
filed on June 9, 2000 )
- 8 -
<PAGE>
99.4 Standstill Agreement, dated May 19, 2000
(incorporated by reference to Exhibit 10.2 to
FiberCore's Form 8-K filed on June 9, 2000 )
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
TYCO INTERNATIONAL LTD.
By: /s/ Mark H. Swartz
----------------------------------
Date: September 15, 2000 Name: Mark H. Swartz
Title: Executive Vice President and Chief
Financial Officer
TYCO ELECTRONICS CORPORATION
By: /s/ Mark H. Swartz
----------------------------------
Date: September 15, 2000 Name: Mark H. Swartz
Title: Vice President
TYCO SIGMA LIMITED
Date: September 15, 2000 By: /s/ Byron Kalogerou
----------------------------------
Name: Byron Kalogerou
Title: President
- 9 -
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF TYCO INTERNATIONAL LTD.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
L. Dennis Kozlowski One Tyco Park Chairman of the Board, President and Chief
Chairman of the Board, Exeter, NH 03833 Executive Officer of Tyco
President & Chief Executive
Officer
Michael A. Ashcroft P.O. Box 1598 Chairman of Carlisle Holdings Limited
Director (citizen of Belize) Belize City, Belize
Joshua M. Berman Kramer, Levin, Naftalis & Counsel to the law firm of Kramer, Levin,
Director and Vice President Frankel LLP Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
Richard S. Bodman AT&T Ventures LLC Managing General Partner of AT&T Ventures
Director 2 Wisconsin Circle LLC
Suite 610
Chevy Chase, MD 20815
John F. Fort, III One Tyco Park Director of Tyco
Director Exeter, NH 03833
Steven W. Foss Foss Manufacturing Company, Chairman, President and Chief Executive
Director Inc. Officer of Foss Manufacturing Company, Inc.
380 Lafayette Road
Hampton, NH 03842
Philip M. Hampton R.H. Arnold & Co. Co-Managing Director of R.H. Arnold & Co.
Director 152 West 57th Street
44th Floor
New York, NY 10019
Wendy E. Lane Lane Holdings, Inc. Chairman, Lane Holdings, Inc.
Director 348 Grove Street
Needham, MA 02492
James S. Pasman, Jr. One Tyco Park Director of Tyco
Director Exeter, NH 03833
W. Peter Slusser Slusser Associates, Inc. President of Slusser Associates, Inc.
Director One Citicorp Center
Suite 5100
153 East 53rd Street
New York, NY 10022
I-1
<PAGE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
Frank E. Walsh, Jr. Sandyhill Foundation Chairman of Sandyhill Foundation
Director 330 South Street
P.O. Box 1975
Morristown, NJ 07962
Mark A. Belnick One Tyco Park Executive Vice President & Chief Corporate
Executive Vice President Exeter, NH 03833 Counsel of Tyco
Chief Corporate Counsel
Jerry R. Boggess Three Tyco Park President of Tyco Fire and
President of Tyco Fire and Exeter, NH 03833 Security Services
Security Services
Neil R. Garvey One Tyco Park President, Chief Executive Officer and
President, Chief Executive Exeter, NH 03833 Director of TyCom Ltd.
Officer and Director of TyCom
Ltd.
Juergen W. Gromer Postfach Carl Benz Str. President of Tyco Electronics Corporation
President of Tyco Electronics 12-14
Corporation 64625 Benshiem, Germany
(citizen of Federal Republic
of Germany)
Robert P. Mead Three Tyco Park President of the Tyco Flow
President of Tyco Flow Exeter, NH 03833 Control Products Group
Control Products and Services
Richard J. Meelia One Tyco Park President of Tyco Healthcare
President of Tyco Healthcare Exeter NH 03833 Group
Group
Mark H. Swartz One Tyco Park Executive Vice President & Chief Financial
Executive Vice President & Exeter, NH 03833 Officer of Tyco
Chief Financial Officer
</TABLE>
I-2
<PAGE>
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF
TYCO ELECTRONICS CORPORATION
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
Juergen W. Gromer Postfach Carl Benz Str. 12-14 President
President (citizen of Federal 64625 Benshiem, Germany
Republic of Germany)
Mark H. Swartz One Tyco Park Executive Vice President & Chief
Vice President Exeter, NH 03833 Financial Officer of Tyco
Mark A. Belnick One Tyco Park Executive Vice President & Chief
Vice President Exeter, NH 03833 Corporate Counsel of Tyco
Edward Federman P.O. Box 3608 Executive Vice President and
Executive Vice President and MS 140-41 Chief Financial Officer
Chief Financial Officer Harrisburg, PA 17105
Irving Gutin One Tyco Park Senior Vice President of Tyco
Vice President Exeter, NH 03833 International (US) Inc.
Jeffrey D. Mattfolk One Town Center Road Senior Vice President and Controller
Vice President Boca Raton, FL 33486 of Tyco International (US) Inc.
Scott Stevenson One Town Center Road Senior Vice President, Tax of Tyco
Vice President and Assistant Boca Raton, FL 33486 International (US) Inc.
Treasurer
Michael A. Robinson One Town Center Road Senior Vice President and Corporate
Treasurer Boca Raton, FL 33486 Treasurer of Tyco International (US)
Inc.
J. Brad McGee One Tyco Park President of Tyco International
Director Exeter, NH 03833 (PA), Inc. and Senior Vice President
of Investor Relations Tyco
International (US) Inc.
M. Brian Moroze One Tyco Park General Counsel of Tyco
Director Exeter, NH 03833 International (US) Inc.
</TABLE>
II-1
<PAGE>
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF TYCO SIGMA LIMITED
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
Byron Kalogerou The Zurich Centre General Counsel of TyCom Ltd. and
President, Assistant Secretary and Second Floor, Suite 201 Vice President and Assistant
Director 90 Pitts Bay Road Secretary of Tyco
Pembroke HM 08, Bermuda
Glen Miskiewicz The Zurich Centre Corporate Office Financial
Vice President and Director Second Floor Controller of Tyco
90 Pitts Bay Road
Pembroke HM 08, Bermuda
Rosalind Johnson The Zurich Centre Corporate Administrator of
Secretary Second Floor Shareholder Services of Tyco
90 Pitts Bay Road
Pembroke HM 08, Bermuda
</TABLE>
III-1
