<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1*
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)
December 26, 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>
AMENDMENT NO. 1 TO SCHEDULE 13D
------------------- ----------------------
CUSIP NO. 31563b109 PAGE 2 OF 10 PAGES
------------------- ----------------------
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON Tyco International Ltd.
1 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
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 11,640,994
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,640,994
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,640,994
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.46%
--------------------------------------------------------------------------------
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>
AMENDMENT NO. 1 TO SCHEDULE 13D
------------------- ----------------------
CUSIP NO. 31563b109 PAGE 3 OF 10 PAGES
------------------- ----------------------
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON Tyco Electronics Corporation
1 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
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 10,275,829
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)
18.94%
--------------------------------------------------------------------------------
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>
AMENDMENT NO. 1 TO SCHEDULE 13D
------------------- ----------------------
CUSIP NO. 31563b109 PAGE 4 OF 10 PAGES
------------------- ----------------------
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON Tyco Sigma Limited
1 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
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 1,352,375
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)
2.49%
--------------------------------------------------------------------------------
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>
AMENDMENT NO. 1 TO SCHEDULE 13D
------------------- ----------------------
CUSIP NO. 31563b109 PAGE 5 OF 10 PAGES
------------------- ----------------------
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON Tyco International Group S.A.
1 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*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
--------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 10,288,619
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,288,619
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,288,619
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.96%
--------------------------------------------------------------------------------
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>
AMENDMENT NO. 1 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended to include the following additional information:
(a) - (c) Tyco International Ltd. ("Tyco"), a Bermuda company, is a
diversified manufacturing and service company that, through its subsidiaries:
o designs, manufactures and distributes electrical and
electronic components and multi-layer printed circuit
boards;
o designs, engineers, manufactures, installs, operates and
maintains undersea cable communications systems;
o designs, manufactures and distributes disposable medical
supplies and other specialty products;
o designs, manufactures, installs and services fire detection
and suppression systems and installs, monitors and maintains
electronic security systems; and
o designs, manufactures and distributes flow control products
and provides environmental consulting services.
Tyco International Group S.A. ("TIGSA"), a Luxembourg company, is a
wholly-owned subsidiary of Tyco. The registered and principal offices of TIGSA
are located at 6, avenue Emile Reuter, Second Floor, L-2420 Luxembourg. TIGSA is
a holding company whose only business is to own indirectly a substantial portion
of the operating subsidiaries of Tyco. Otherwise, it conducts no independent
business.
Tyco, Tyco Electronics Corporation ("TEC"), Tyco Sigma Limited ("Tyco
Sigma") and TIGSA 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, Tyco
Sigma and TIGSA are set forth on Schedules I, II, III and IV 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended to include the following additional information:
-6-
<PAGE>
On December 26, 2000, TIGSA entered into a Guarantor Indemnification
Agreement with FiberCore and three managing shareholders of FiberCore. Under
that agreement, TIGSA agreed to guarantee a revolving credit loan from Fleet
National Bank to FiberCore in an initial principal amount of up to $10
million, plus interest, costs and other amounts payable under the loan
documents. The term of the revolving credit loan is five years, but the
maximum principal amount of the loan decreases by $750,000 on December 20 of
2001 and each subsequent year during that period. In return for TIGSA's
guarantee of the loan, FiberCore agreed to make payments to TIGSA as
described below and issued to TIGSA one share of FiberCore's Series A
Preferred Stock, which has the rights described in Item 6. All transactions
closed simultaneously on December 26, 2000, but all transaction documents
were dated as of December 20, 2000.
GUARANTOR INDEMNIFICATION AGREEMENT. Under the terms of the Guarantor
Indemnification Agreement, TIGSA has the following rights:
o As long as TIGSA's guarantee remains in effect, FiberCore is required
to make quarterly payments to TIGSA in an amount equal to 0.4% of the
then current maximum principal amount of the revolving credit loan
from Fleet National Bank.
o The quarterly payments will be made in cash unless TIGSA notifies
FiberCore to pay them in the form of newly issued unregistered
FiberCore common stock ("Common Stock").
o If the quarterly payments are made in Common Stock, the issue
price per share will be equal to 90% of the weighted average
daily trading price of the Common Stock for the ten trading days
preceding the payment date.
o If TIGSA's guarantee is called by the bank, FiberCore must reimburse
TIGSA in the amount of the guarantee payment plus interest.
o The reimbursement payment will be made in cash unless TIGSA
notifies FiberCore to pay it in the form of newly issued
unregistered FiberCore Common Stock.
o If the reimbursement payment is made in Common Stock, the issue
price per share will be equal to 80% of the weighted average
daily trading price of the Common Stock for the ten trading days
preceding the payment date.
o As long as the Guarantor Indemnification Agreement remains in effect,
FiberCore will be subject to certain reporting and other requirements
and various restrictions, which are described in that agreement.
o If an event of default occurs under the Guarantor Indemnification
Agreement, TIGSA can pursue any remedies it has under applicable law
and also can exercise its rights as holder of the Series A Preferred
Stock, as described in Item 6.
o The Guarantor Indemnification Agreement will terminate automatically
when TIGSA's guarantee has been canceled and FiberCore has paid TIGSA
all amounts due under the agreement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to include the following additional information:
The purpose of the transactions described in this Amendment was to
enable FiberCore to obtain revolving credit financing from Fleet National
Bank in order to meet its working capital needs. Fleet National Bank advised
FiberCore that it was unwilling to extend such financing without TIGSA's
guarantee. TIGSA was willing to guarantee the bank loan provided that
FiberCore agree to pay the quarterly fees, abide by the requirements and
restrictions and make the reimbursements specified in the Guarantor
Indemnification Agreement. The purpose of the issuance of the Series A
-7-
<PAGE>
Preferred Stock was to give TIGSA the right (but not the obligation) to elect
a majority of FiberCore's board of directors as a remedy in the event of a
default under the Guarantor Indemnification Agreement.
Under the terms of the Guarantor Indemnification Agreement discussed in
Item 3 and the terms of the Designation of Rights, Privileges and Preferences of
Series A Preferred Stock discussed in Item 6, prior to an event of default under
that agreement, FiberCore must permit TIGSA to designate one director to serve
as a member of FiberCore's board of directors. TIGSA selected Michael Robinson
as its representative on FiberCore's board of directors. In the Schedule 13D
filed on September 5, 2000 to which this Amendment relates, the Reporting
Persons reported FiberCore's intention to nominate Mark H. Swartz as a member of
FiberCore's board of directors. Instead, prior to the transactions described in
this Amendment, FiberCore nominated Mr. Robinson to serve as Tyco's
representative on the FiberCore board of directors.
Except as set forth above and in the initial Schedule 13D, none of the
Reporting Persons nor, to the best knowledge of each Reporting Person, any of
the persons named in the Schedules to this Amendment, 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 January 5, 2001, Tyco beneficially owns through TEC, Tyco
Sigma and TIGSA a total of 11,640,994 shares of Common Stock,
constituting approximately 21.46% of the 54,255,132 total shares
outstanding. The total number of shares of Common Stock
outstanding is the number of shares outstanding as of October 31,
2000, as such number was disclosed in the Quarterly Report on
Form 10-Q filed by FiberCore for the quarterly period ended
September 30, 2000, plus 12,790 shares of Common Stock that TIGSA
had the right to elect to receive within 60 days of January 5,
2001 as fees under the Guarantor Indemnification Agreement. The
number of shares that could be received under the Guarantor
Indemnification Agreement is estimated based on the market price
of the Common Stock during the ten trading days preceding January
2, 2001.
(b) Tyco has shared voting and dispositive power with respect to
11,640,994 shares of Common Stock. Tyco shares voting and
dispositive power with TEC as to 10,275,829 shares of Common
Stock, with Tyco Sigma as to 1,352,375 shares of Common Stock and
with TIGSA as to 10,288,619 shares of Common Stock. TEC has
shared voting and dispositive power with Tyco and TIGSA 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 or
the Common Stock TIGSA may elect to receive under the Guarantor
Indemnification Agreement. Tyco Sigma has shared voting and
dispositive power with Tyco 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 or TIGSA. TIGSA has shared voting and
dispositive power with Tyco as to 10,288,619 shares of Common
Stock and with TEC 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.
(c) During the past 60 days, none of the Reporting Persons has
consummated any transactions with respect to the Common Stock,
except the guarantee by TIGSA of FiberCore debt and the related
right of TIGSA to elect to receive shares of Common Stock
pursuant to the Guarantor Indemnification Agreement.
(d) Not applicable.
(e) Not applicable.
-8-
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended to include the following additional information:
TIGSA, FiberCore and the managing shareholders of FiberCore entered
into the Guarantor Indemnification Agreement dated as of December 20, 2000 under
which the parties agreed to the transactions described in Item 3 above. The
terms of the Guarantor Indemnification Agreement are summarized in Item 3 above.
In addition, as part of the same series of transactions, FiberCore issued one
share of Series A Preferred Stock to TIGSA, with the rights, privileges and
preferences summarized below.
SERIES A PREFERRED STOCK. TIGSA has the following rights as holder of
the Series A Preferred Stock pursuant to the Designation of Rights, Privileges
and Preferences of Series A Preferred Stock of FiberCore:
o The Series A Preferred Stock votes as a separate class to elect one or
more Series A directors to FiberCore's board of directors and to
approve or disapprove any proposed amendments to FiberCore's
certificate of incorporation that would adversely affect the rights,
privileges and preferences of the Series A Preferred Stock. Otherwise,
the Series A Preferred Stock has no voting rights.
o As long as the Series A Preferred Stock remains outstanding,
FiberCore's board of directors must include at least one Series A
director. TIGSA intends to designate Michael Robinson, an officer of
Tyco International (US) Inc., who already serves on FiberCore's board
of directors, as a Series A director.
o If an event of default occurs under the Guarantor Indemnification
Agreement, the holder of the Series A Preferred Stock can cause
FiberCore's board of directors to be expanded to include a sufficient
number of additional Series A directors such that the Series A
directors constitute a majority of the board of directors.
o If the Guarantor Indemnification Agreement is terminated according to
its terms, all Series A directors will be deemed to resign and the
Series A Preferred Stock will automatically be canceled.
The foregoing descriptions of the Guarantor Indemnification Agreement
and the terms of the Series A Preferred Stock are summaries and do not purport
to be complete. Each of the Guarantor Indemnification Agreement and the
Designation of Rights, Privileges and Preferences of Series A Preferred Stock
have been filed with this Amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following additional information:
EXHIBIT NO. DESCRIPTION
4 Designation of Rights, Privileges and Preferences of
Series A Preferred Stock
10 Guarantor Indemnification Agreement, dated as of
December 20, 2000
99 Agreement of Joint Filing pursuant to Rule
13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934
-9-
<PAGE>
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.
Date: January 9, 2001 By: /s/ Mark H. Swartz
--------------------------------
Name: Mark H. Swartz
Title: Executive Vice President and
Chief Financial Officer
TYCO ELECTRONICS CORPORATION
Date: January 9, 2001 By: /s/ Mark H. Swartz
--------------------------------
Name: Mark H. Swartz
Title: Vice President
TYCO SIGMA LIMITED
Date: January 9, 2001 By: /s/ Byron Kalogerou
--------------------------------
Name: Byron Kalogerou
Title: President
TYCO INTERNATIONAL GROUP S.A.
Date: January 9, 2001 By: /s/ Richard W. Brann
--------------------------------
Name: Richard W. Brann
Title: Managing Director
-10-
<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 and Chief Executive
Officer
Lord Ashcroft KCMG P.O. Box 1598 Chairman of Carlisle Holdings Limited
Director (citizen of Belize) Belize City, Belize
Joshua M. Berman One Town Center Road Director and Vice President of Tyco
Director and Vice President Boca Raton, FL 33486
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 1323 North Boulevard Director of Tyco
Director Houston, TX 77006
Stephen 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 9 West 57th Street Executive Vice President and Chief
Executive Vice President 43rd Floor Corporate Counsel of Tyco
and Chief Corporate New York, NY 10019
Counsel
Jerry R. Boggess One Town Center Road President of Tyco Fire and
President of Tyco Fire and Boca Raton, FL 33486 Security Services
Security Services
Neil R. Garvey 60 Columbia Road President, Chief Executive Officer and
President, Chief Executive Morristown, NJ 07960 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 (citizen of Federal 64625 Benshiem, Germany
Republic of Germany)
Stephen B. McDonough Three Tyco Park President of Tyco Flow
President of Tyco Flow Exeter, NH 03833 Control Products and Services
Control Products and Services
Richard J. Meelia 15 Hampshire Street President of Tyco Healthcare
President of Tyco Healthcare Mansfield, MA 02048 Group
Group
Mark H. Swartz One Tyco Park Executive Vice President and Chief
Executive Vice President Exeter, NH 03833 Financial Officer of Tyco
and 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 and Chief
Vice President Exeter, NH 03833 Financial Officer of Tyco
Mark A. Belnick 9 West 57th Street Executive Vice President and Chief
Vice President 43rd Floor Corporate Counsel of Tyco
New York, NY 10019
Edward Federman P.O. Box 3608 Executive Vice President and
Executive Vice President and MS 140-41 Chief Financial Officer of Tyco
Chief Financial Officer Harrisburg, PA 17105 Electronics Corporation
Irving Gutin One Tyco Park Senior Vice President of Tyco
Vice President and Director Exeter, NH 03833 International (US) Inc.
Jeffrey D. Mattfolk One Town Center Road Senior Vice President, Business
Vice President Boca Raton, FL 33486 Development of Tyco International
(US) Inc.
Scott Stevenson One Town Center Road Senior Vice President, Taxes 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 Executive Vice President and Chief
Director Exeter, NH 03833 Strategy Officer of Tyco
International (US) Inc.
M. Brian Moroze One Tyco Park General Counsel of Tyco
Director Exeter, NH 03833 International (US) Inc.
Lisa A. Kane One Town Center Road Assistant Treasurer of Tyco
Assistant Treasurer Boca Raton, FL 33486 International (US) Inc.
II-1
<PAGE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
Kirsten Komoroske 300 Constitution Drive General Legal Counsel and Vice
Secretary MS R20-1B President, Human Resources of Tyco
Menlo Park, CA 94205-1164 Electronics Corporation
Steve Creager 300 Constitution Drive Associate General Counsel of Tyco
Assistant Secretary MS 106/1B Electronics Corporation
Menlo Park, CA 94205-1164
Richard Suminski 3101 Fulling Mill Road Associate General Counsel of Tyco
Assistant Secretary MS 128-025 Electronics Corporation
Middletown, PA 17057
Mark Whitney One Town Center Road Senior Corporate Counsel of Tyco
Assistant Secretary Boca Raton, FL 33486 International (US) Inc.
</TABLE>
II-2
<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 Vice President, General Counsel and
President, Assistant Secretary Second Floor, Suite 201 Secretary of TyCom Ltd. and Vice
and Director 90 Pitts Bay Road President and Assistant Secretary of
Pembroke HM 08, Bermuda Tyco
Glen Miskiewicz The Zurich Centre Corporate Office Financial Controller
Vice President and Director Second Floor 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
<PAGE>
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF
TYCO INTERNATIONAL GROUP S.A.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
Richard W. Brann 6, avenue Emile Reuter Managing Director of Tyco
Managing Director L-2420 Luxembourg International Group S.A.
Michelangelo Stefani 6, avenue Emile Reuter Deputy Group Counsel of Tyco Group
Managing Director (citizen L-2420 Luxembourg S.A.R.L.
of Italy)
Alastair Macgowan 6, avenue Emile Reuter Treasury Director of Tyco
Director (citizen of United L-2420 Luxembourg International Group S.A.
Kingdom)
</TABLE>
IV-1
