-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHVYZw3Iln7S/Z/tmifk5WLBadah/NkBawyroctPX1Eb/R5FbDvGvxxvLR+KhMmS +CcRm/lFtjoQuNvdOPuBHA== 0000950136-96-000485.txt : 19960626 0000950136-96-000485.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950136-96-000485 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-03301 FILED AS OF DATE: 19960624 EFFECTIVENESS DATE: 19960624 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO TOYS INC CENTRAL INDEX KEY: 0000786130 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 133319358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-06721 FILM NUMBER: 96584920 BUSINESS ADDRESS: STREET 1: 6000 MIDLANTIC DR CITY: MT LAUREL STATE: NJ ZIP: 08054-1516 BUSINESS PHONE: 6092347400 MAIL ADDRESS: STREET 1: BAER MARKKS & UPHAM STREET 2: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 S-3MEF 1 RULE 462(B) REGISTRATION OF ADDITIONAL SHARES AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996 REGISTRATION NO. 333-_____ - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- TYCO TOYS, INC. (Exact name of registrant as specified in its charter) -------------------- DELAWARE 13-3319358 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) -------------------- GARY S. BAUGHMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER TYCO TOYS, INC. TYCO TOYS, INC. 6000 MIDLANTIC DRIVE 6000 MIDLANTIC DRIVE MOUNT LAUREL, NJ 08034 MOUNT LAUREL, NJ 08054 (609) 234-2400 (609) 234-7400 (Address, including zip code, Address, including zip code, and and telephone number, including telephone number, including area code, of registrant's principal area code, of registrant's executive offices) principal executive offices) -------------------- COPIES TO: Joel M. Handel, Esq. MORTON A. PIERCE, ESQ. Baer Marks & Upham, LLP DEWEY BALLANTINE 805 Third Avenue 1301 AVENUE OF THE AMERICAS New York, New York 10022 NEW YORK, NEW YORK 10019 (212) 702-5700 (212) 259-8000 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE 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: 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 NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [X] 333-3301 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 THE DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX:
CALCULATION OF REGISTRATION FEE ============================================================================================================================= Title of Securities To Be Amount to be Registered Proposed Maximum Proposed Amount of Registered Offering Price Per Maximum Registration Unit (2) Aggregate Fee Offering Price (2) - ----------------------------------------------------------------------------------------------------------------------------- Depositary Shares each 3,220,000 shares (1) $5.00 (2) $16,100,000 $5552 representing one twenty-fifth of a share of Series C Mandatorily Convertible Redeemable Preferred Stock - ----------------------------------------------------------------------------------------------------------------------------- Series C Mandatorily None N/A N/A N/A Convertible Redeemable Preferred Stock - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 3,577,420 shares (3) N/A N/A N/A per share ============================================================================================================================= (1) INCLUDES 420,000 DEPOSITORY SHARES ISSUABLE UPON EXERCISE OF AN OPTION GRANTED TO THE UNDERWRITERS TO COVER OVER-ALLOTMENTS, IF ANY. (2) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE AMOUNT OF THE REGISTRATION FEE AND BASED ON THE AVERAGE OF THE HIGH AND LOW SALES PRICES OF THE COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE ON JUNE 24, 1996 PURSUANT TO RULE 457(C). (3) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE MANDATORY CONVERSION OF THE SERIES C MANDATORILY CONVERTIBLE REDEEMABLE PREFERRED STOCK.
EXPLANATORY NOTE This registration statement relates to the public offering of Depository Shares contemplated by a Registration Statement on Form S-3, Securities and Exchange Commission File No. 333-3301 (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in such offering by 2,800,000 plus up to 420,000 shares that may be sold pursuant to the Underwriters over-allotment option. The contents of the Prior Registration Statement are hereby incorporated by reference. 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 the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mount Laurel, State of New Jersey on the 24th day of June 1996. TYCO TOYS, INC. By: ............*...................... Gary S. Baughman President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints R. Michael Kennedy, Jr., his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE ..........................*......................... Chairman of the Board June 24, 1996 Richard E. Grey ..........................*......................... President, Chief Executive Gary S. Baughman Officeer and Director (Principal Executive Officer) ..........................*......................... Vice Chairman and Chief Financial June 24, 1996 Harry J. Pearce Officer (Principal Financial and Accounting Officer) ..........................*......................... Director June 24, 1996 John A. Canning ..........................*......................... Director June 24, 1996 Jerome I. Gellman Director June 24, 1996 ..........................*......................... Joel M. Handel Director June 24, 1996 ..........................*......................... Timothy J. Danis ..........................*......................... Director June 24, 1996 Jonathan Kagan ..........................*......................... Director June 24, 1996 David B. Golub Director June 24, 1996 ..........................*......................... Arnold Thaler * By: /s/ R. Michael Kennedy, Jr. --------------------------------------- R. Michael Kennedy, Jr. Attorney-in-Fact
EXHIBIT INDEX 5.1 -Opinion of Baer Marks & Upham LLP 23.1 -Consent of Deloitte & Touche LLP 23.2 -Consent of Baer Marks & Upham LLP (included in Exhibit 5.1) EX-5.1 2 OPINION OF BAER MARKS EXHIBIT 5.1 Baer Marks & Upham LLP 805 Third Avenue New York, New York 10022 Telephone: (212) 702-5700 Facsimile: (212) 702-5941 June 24, 1996 Tyco Toys, Inc. 6000 Midlantic Drive Mt. Laurel, New Jersey 08054 Re: Legality Opinion Ladies and Gentlemen: Tyco Toys, Inc., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission (the "Commission") an abbreviated Registration Statement on Form S-3 (the "Abbreviated Registration Statement") under the Securities Act 1933, as amended (the "Act") relating to the registration of: (i) an additional 3,220,000 Depositary Shares (the "Depositary Shares"), each Depositary Share representing one-twenty-fifth of a share of Series C Mandatorily Convertible Preferred Stock, $0.10 par value per share (the "Preferred Stock") of the Company, (ii) a reduced number of 772,800 shares of Preferred Stock and (iii) an additional 3,577,420 shares of Common Stock, $0.10 par value (the "Common Stock"), of the Company to be issued upon conversion of the Preferred Stock. The Depositary Shares, Preferred Stock and Common Stock are to be sold with the depositary shares, preferred stock and common stock registered pursuant to the Company's Registration Statement on Form S-3 (Reg. No. 333-3301) which was rendered effective by the Commission at 4:30 p.m. on June 24, 1996 (the "Initial Registration Statement"). The Depositary Shares will be represented by depositary receipts (the "Depositary Receipts") to be issued pursuant to a Deposit Agreement (the "Deposit Agreement") between the Company and Midlantic Bank N.A. (the "Depositary"). We have acted as special counsel to the Company in connection with the preparation of the Abbreviated Registration Statement. In so acting, we have examined copies of the Initial Registration Statement, the Abbreviated Registration Statement, the Company's Amended and Restated Certificate of Incorporation, the Company's By-laws, resolutions adopted by the Company's Board of Directors, the form of Deposit Agreement and form of Certificate of Designations, Preferences, Rights and Limitations of the Preferred Stock (the "Certificate of Designations"), certificate of officers of the Company and public officials, and such other documents as we deemed relevant. Based on and subject to the foregoing and subject further to the assumptions, exceptions and qualifications stated below, we are of the opinion that: 1. Assuming the due authorization, execution and delivery of the Deposit Agreement by the Company and the Depositary, each Depositary Share, when issued in accordance with the Deposit Agreement against the deposit of the shares of Preferred Stock, will represent one-twenty-fifth of a validly issued, fully paid and nonassessable share of Preferred Stock and assuming the due execution and delivery of the Depositary Receipts by the Depositary pursuant to the Deposit Agreement and upon payment for and delivery of the Depositary Shares as contemplated by the Abbreviated Registration Statement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement. 2. When the Preferred Stock is authorized for issuance by the Board of Directors of the Company (the "Board of Directors"), the Certificate of Designations is filed with the Secretary of State of the State of Delaware in accordance with Section 103 of the Delaware General Corporation Law and the Preferred Stock issued and delivered in accordance with the terms of the Deposit Agreement, the Preferred Stock will have been duly authorized, validly issued, fully paid and nonassessable. 3. The Common Stock issuable upon conversion of the Preferred Stock, when duly reserved for issuance by the Board of Directors upon conversion of such Preferred Stock, will have been duly authorized, validly issued, fully paid and nonassessable. The opinions expressed above are subject to the following assumptions, exceptions and qualifications. We have assumed that (a) information contained in documents reviewed by us is true and correct, (b) signatures on documents reviewed by us are genuine, (c) documents submitted to us as originals are true and complete, (d) documents submitted as copies are true and complete copies of the originals thereof, (e) each natural person signing any document reviewed by us had the legal capacity to do so and (f) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Abbreviated Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus forming a part of the Initial Registration Statement which has been incorporated by reference into the Abbreviated Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under the provisions of the Act or the rules and regulations of the Commission promulgated thereunder. Joel M. Handel, a partner of this firm, is a director of the Company. Very truly yours, JMH:IWD EX-8.1 3 OPINION OF BAER MARKS EXHIBIT 8.1 Baer Marks & Upham LLP 805 Third Avenue New York, New York 10022 Telephone: (212) 702-5700 Facsimile: (212) 702-5941 June 24, 1996 Tyco Toys, Inc. 6000 Midlantic Drive Mt. Laurel, New Jersey 08054 Re: Tax Opinion Ladies and Gentlemen: Tyco Toys, Inc., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission (the "Commission") an abbreviated Registration Statement on Form S-3 (the "Abbreviated Registration Statement") under the Securities Act 1933, as amended (the "Act") relating to the registration of: (i) an additional 3,220,000 Depositary Shares (the "Depositary Shares"), each Depositary Share representing one-twenty-fifth of a share of Series C Mandatorily Convertible Preferred Stock, $0.10 par value per share (the "Preferred Stock") of the Company, (ii) a reduced number of 772,800 shares of Preferred Stock and (iii) an additional 3,577,420 shares of Common Stock, $0.10 par value (the "Common Stock"), of the Company to be issued upon conversion of the Preferred Stock. The Depositary Shares, Preferred Stock and Common Stock are to be sold with the depositary shares, preferred stock and common stock registered pursuant to the Company's Registration Statement on Form S-3 (Reg. No. 333-3301) which was rendered effective by the Commission at 4:30 p.m. on June 24, 1996 (the "Initial Registration Statement"). The Depositary Shares will be represented by depositary receipts to be issued pursuant to a Deposit Agreement to be entered into between the Company and Midlantic Bank N.A. We have acted as special counsel to the Company in connection with the preparation of the Abbreviated Registration Statement. In so acting, we have examined such records and documents, including the Initial Registration Statement, as we have deemed relevant and necessary as the basics of our opinion set forth below. On the basis of the foregoing, our opinion under present United States federal income tax laws is set forth in the Initial Registration Statement under the caption "Certain Federal Income Tax Considerations." This opinion is limited by the qualifications set forth in the Initial Registration Statement under the caption "Federal Income Tax Considerations." It is possible that contrary positions may be taken by the Internal Revenue Service and that a court may agree with such contrary positions. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Abbreviated Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus forming a part of the Initial Registration Statement which has been incorporated by reference into the Abbreviated Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under the provisions of the Act or the rules and regulations of the Commission promulgated thereunder. Joel M. Handel, a partner of this firm, is a director of the Company. Very truly yours, JMH:JMC:IWD EX-23.1 4 CONSENT OF DELOITTE TOUCHE INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement of Tyco Toys, Inc. and subsidiaries on Form S-3 of our reports dated February 7, 1996 except for note 5, as to which the date is February 15, 1996, included and incorporated by reference in the Annual Report on Form 10-K of Tyco toys, Inc. and subsidiaries for the year ended December 31, 1995, and to the use of our report dated February 7, 1996 except for note 5, as to which the date is February 15, 1996, appearing in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE Philadelphia, Pennsylvania June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----