SC 13D 1 a2025892zsc13d.txt SC 13D 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). 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. 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. 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. 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 - 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 - 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 - 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 - 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 - SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF TYCO INTERNATIONAL LTD.
PRESENT PRINCIPAL OCCUPATION NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT 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 PRESENT PRINCIPAL OCCUPATION NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT 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
I-2 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF TYCO ELECTRONICS CORPORATION
PRESENT PRINCIPAL OCCUPATION NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT 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.
II-1 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF TYCO SIGMA LIMITED
PRESENT PRINCIPAL OCCUPATION NAME AND POSITION HELD CURRENT BUSINESS ADDRESS OR EMPLOYMENT 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
III-1