-----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, St+EbXl1lgdTQJUIFJ5nI3V6Pdr4xoJrkTdtwB7NfuuupIMVskP1O8YWR7e6Ecae BGXyZ5EEML1PE65iHYnyqQ== 0000950135-98-006317.txt : 19981222 0000950135-98-006317.hdr.sgml : 19981222 ACCESSION NUMBER: 0000950135-98-006317 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981221 EFFECTIVENESS DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69323 FILM NUMBER: 98772609 BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 S-8 1 TYCO INTERNATIONAL LTD. 1 REGISTRATION STATEMENT CONSISTS OF 9 PAGES. THE EXHIBIT INDEX APPEARS ON PAGE 9. File No. 333- As filed with the Securities and Exchange Commission on December 21, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- TYCO INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) BERMUDA NOT APPLICABLE (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
THE GIBBONS BUILDING, 10 QUEEN STREET, SUITE 301 HAMILTON HM 11, BERMUDA (Address of Principal Executive Offices) (441) 292-8674* (Registrant's Telephone Number) *The executive offices of the Registrant's principal United States subsidiary, Tyco International (US) Inc., are located at One Tyco Park, Exeter, New Hampshire 03833. The telephone number there is (603) 778-9700. TYCO EMPLOYEE STOCK PURCHASE PLAN --------------- (Full Title of the Plan) -------------------- MARK H. SWARTZ C/O TYCO INTERNATIONAL (US) INC. ONE TYCO PARK EXETER, NEW HAMPSHIRE 03833 (Name and Address of Agent for Service) (603) 778-9700 (Telephone Number, Including Area Code, of Agent for Service) -------------------- 2
Calculation of Registration Fee - ---------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to to be Price Offering Registra- be Registered (1)(2) Registered (3) Per Share Price tion Fee - ---------------------------------------------------------------------------------------------------------------------- Common Shares, $0.20 par value 10,000,000 $65.03125 (4) $650,312,500 $180,787 - ----------------------------------------------------------------------------------------------------------------------
(1) Includes associated Preferred Stock Purchase Rights. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"),this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (3) Plus such additional number of shares as may be required pursuant to the employee benefit plan in the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation or other similar event. (4) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act solely for the purpose of determining the amount of the registration fee and is based upon the market value of outstanding common shares of the Company on December 15, 1998, utilizing the average of the high and low sale prices on the New York Stock Exchange on that date. ================================================================================ 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Tyco International Ltd. (the "Company") and the plan listed below: Tyco Employee Stock Purchase Plan (the "Plan"), hereby incorporate by reference the documents listed below, which have previously been filed with the Securities and Exchange Commission: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1998; (b) The Registrant's Current Reports on Form 8-K and 8-K/A filed on December 10, 1998 and December 11, 1998; (c) The description of the Registrant's Common Shares set forth in the Registration Statement on Form 8-A filed on August 8, 1991, and any amendment or report filed for the purpose of updating such description; (d) The description of the associated Preferred Stock Purchase Rights under the Rights Agreement between the Registrant and Citibank, N.A. dated as of November 6, 1996, set forth in the Registration Statement on Form 8-A filed on November 12, 1996, and any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed with the Securities and Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. 3 4 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Bye-Law 102 of the Tyco Bye-Laws provides, in part, that Tyco shall indemnify its directors and officers for all costs, losses and expenses which they may incur in the performance of their duties as director or officer, provided that such indemnification is not otherwise prohibited under The Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981 (as amended) prohibits such indemnification against any liability arising out of fraud or dishonesty of the director or officer. However, such section permits Tyco to indemnify a director or officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or when other similar relief is granted to him. The Registrant maintains $75,000,000 of insurance to reimburse its directors and officers for charges and expenses incurred by them for wrongful acts claimed against them by reason of their being or having been directors or officers of the Registrant or any subsidiary thereof. Such insurance specifically excludes connection with various designated matters, including libel or slander, illegally obtained personal profits, profits recovered by the Registrant pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and deliberate dishonesty. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. Item 8. EXHIBITS. (a) The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement. Exhibit ------- 10.1 Tyco Employee Stock Purchase Plan 23.1 Consent of PricewaterhouseCoopers 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Deloitte & Touche LLP 24 Powers of Attorney (contained on signature page). Item 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 4 5 PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the undersigned Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The U.S. subsidiary of the undersigned Registrant that sponsors the Plan hereby undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and to make all changes required by the Internal Revenue Service in order to qualify the Plan. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the 21st day of December, 1998. TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ---------------------------------- Mark H. Swartz Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, 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 this Registration Statement and all pre-effective and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such 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 below by the following persons on December 21, 1998 and in the capacities indicated. /s/ L. Dennis Kozlowski Chairman of the Board, President, Chief - ------------------------------- Executive Officer and Director L. Dennis Kozlowski (Principal Executive Officer) /s/ Michael A. Ashcroft Director - ------------------------------- Michael A. Ashcroft /s/ Joshua M. Berman Director and Vice President - ------------------------------- Joshua M. Berman /s/ Richard S. Bodman Director - ------------------------------- Richard S. Bodman /s/ John F. Fort Director - ------------------------------- John F. Fort /s/ Stephen W. Foss Director - ------------------------------- Stephen W. Foss /s/ Richard A. Gilleland Director - ------------------------------- Richard A. Gilleland /s/ Philip M. Hampton Director - ------------------------------- Philip M. Hampton /s/ James S. Pasman, Jr. Director - ------------------------------- James S. Pasman, Jr. /s/ W. Peter Slusser Director - ------------------------------- W. Peter Slusser 6 7 /s/ Mark H. Swartz Executive Vice President and Chief - ------------------------------- Financial Officer (Principal Financial Mark H. Swartz and Accounting Officer) /s/ Frank E. Walsh, Jr. Director - ------------------------------- Frank E. Walsh, Jr. 7 8 Pursuant to the requirements of the Securities Act of 1933, the members of the Tyco Retirement Committee, which is authorized to take action on behalf of and in the name of the Plan have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Exeter, State of New Hampshire, on the 21st day of December, 1998. TYCO INTERNATIONAL LTD. RETIREMENT COMMITTEE By: /s/ Kelly M. Heffernan ---------------------------------------- Kelly M. Heffernan, Authorized Signatory 8 9 EXHIBIT INDEX Exhibit - ------- 10.1 Tyco Employee Stock Purchase Plan 23.1 Consent of PricewaterhouseCoopers 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Deloitte & Touche LLP 24 Powers of Attorney (contained on signature page) 9 EX-10.1 2 EMPLOYEE STOCK PURCHASE PLAN 1 Exhibit 10.1 TYCO EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT ARTICLE 1 PURPOSE The Tyco Employee Stock Purchase Plan (the "Plan") is created for the purpose of encouraging stock ownership by officers and employees of Tyco International Ltd. and its subsidiaries (the "Company") so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. ARTICLE 2 ADMINISTRATION OF THE PLAN The Plan may be administered by a committee appointed by the Board of Directors of the Company (the "Committee"). The Board of Directors shall determine the number of members of the Committee and, from time to time, may add or remove members from the Committee. The Committee may select one of its members as Chairperson and may hold meetings at such times and places as it may determine. Acts by a majority of the Committee, or acts approved in writing by a majority of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provision of the Plan shall be final unless otherwise determined by the Board of Directors. The Committee may adopt, from time to time, such rules and regulations as it deems appropriate for carrying out the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan. In the event the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have the power and authority to administer the Plan. In such event, the term "Committee" wherever used herein shall be deemed to mean the Board of Directors. ARTICLE 3 ELIGIBLE EMPLOYEES The Company will, from time to time, determine which of its employees (including employees of its subsidiaries and divisions) will be eligible to participate in the Plan. All officers who are employees of the Company will be eligible to participate in the Plan. Notwithstanding the foregoing, any employee who sells shares purchased under the Plan within three months of the date of purchase shall be precluded from participating in the Plan for the next twelve months. 1 2 TYCO EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT ARTICLE 4 SHARES TO BE PURCHASED The stock subject to purchase under the Plan is 2,000,000 Shares (subject to adjustment in the event of stock splits, stock dividends, recapitalization, or similar adjustment in the Company's common stock) of the common stock, $.20 par value, of the Company (the "Shares") which will be purchased on the open market. ARTICLE 5 PAYROLL DEDUCTIONS Eligible employees, upon entering the Plan, shall authorize payroll deductions to be made for the purchase of Shares. The maximum deduction shall not exceed an employee's base monthly salary (exclusive of overtime and net of withholding and other deductions). The employee may authorize increases or decreases in the amount of payroll deductions. In order to effect such a change in the amount of the payroll deductions, the Company must receive notice of such change 10 days prior to the commencement of the relevant pay period. The Company will accumulate and hold for the employee's account the amounts deducted from his/her pay. No interest shall be paid on such amounts. ARTICLE 6 EMPLOYER CONTRIBUTION The Company will match a part of the employee contribution by contributing to the Plan an additional percentage of the employee's payroll deduction. The Committee, from time to time, may increase or decrease the percentage of the Company's contribution to the employee's payroll deduction if the interests of the Company so require. The matching contributions hereunder are not intended to be an entitlement or part of the regular compensation of any eligible employee. The Company will pay all commissions relating to the purchase of Shares under the Plan, and the Company will pay all administrative costs associated with the implementation and operation of the Plan. ARTICLE 7 AUTHORIZATION FOR ENTERING THE PLAN An eligible employee may enter the Plan by completing, signing, and delivering to the Company an authorization form provided by the Company. Such authorization will take effect as of the next practicable payroll period. Unless an employee authorizes changes to his/her payroll deductions in accordance with Article 5 or withdraws from the Plan, his/her deductions under the latest authorization on file with the Company shall continue from one payment period 2 3 TYCO EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT to the succeeding payment period as long as the Plan remains in effect. ARTICLE 8 PURCHASE OF SHARES All Shares purchased under the Plan shall be purchased on the open market by a broker designated from time to time by the Committee. On a monthly basis, as soon as practicable following the 15th day of each month, the Company shall remit the total of the employee and Company contributions to the broker for the purchase of the Shares. The broker will then execute the purchase orders on account of each individual participant and allocate Shares (or fractions thereof) to each participant's individual account. In the event the purchase of the Shares takes place over a number of days and at different prices, then each participant's allocation shall be adjusted on the basis of the average price per share over such period. ARTICLE 9 ISSUANCE OF SHARES The Shares purchased under the Plan shall be held by the broker or its nominee. Participating employees shall receive quarterly statements which will evidence all activity in the accounts that have been established on their behalf. Such statements will be issued by the broker. In the event a participating employee wishes to hold certificates in his/her own name, the employee must instruct the broker independently and bear the costs associated with the issuance of such certificates and pay to the broker, in addition, a small fee for each certificate so issued. Certificates for fractional Shares will not be issued. Fractional Shares shall be liquidated on a cash basis only in lieu of the issuance of certificates for such fractional Shares upon the employee's withdrawal. ARTICLE 10 AUTOMATIC DIVIDEND REINVESTMENT Any dividends paid to participating employees for Shares purchased under the Plan and held by the broker shall be automatically reinvested in the Shares of the Company on the date of the next purchase of Shares under the Plan. ARTICLE 11 SALE OF SHARES PURCHASED UNDER THE PLAN Each participant may sell at any time all or any portion of the Shares acquired under the Plan and held by the broker by notifying the broker, who will execute the sale on behalf of the employee. The employee shall pay the broker's commission and any other expenses incurred with regard to the sale of the Shares. All such sales of the Shares will 3 4 TYCO EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT be subject to compliance with any applicable federal or state securities, tax, or other laws. ANY PARTICIPANT ASSUMES THE RISK OF ANY FLUCTUATIONS IN THE MARKET PRICE OF THE SHARES. ARTICLE 12 WITHDRAWAL FROM THE PLAN A participating employee may withdraw from the Plan at any time prior to the last business day of each payment period by delivering a notice of withdrawal to the Company. In order to execute a sale of all or part of the Shares purchased under the Plan and held by the broker, the employee must contact the broker directly. If the employee desires to withdraw from the Plan by liquidating all or part of his/her shareholder interest, he/she shall receive the proceeds from the sale thereof, minus the commission and other expenses on such sale. ARTICLE 13 NO TRANSFER OR ASSIGNMENT An employee's rights to purchase Shares under the Plan through payroll deduction are his/hers alone and may not be transferred or assigned to, or availed of, by any other person. ARTICLE 14 TERMINATION OF EMPLOYEE RIGHTS All of the employee's rights under the Plan will terminate when he/she ceases to be an employee due to retirement, resignation, death, termination, or any other reason. A notice of withdrawal will be deemed to have been received from an employee on the day his/her employment ceases, and all payroll deductions not transferred to the broker will be refunded. If an employee's payroll deductions are interrupted by any legal process, a withdrawal notice will be deemed as having been received on the day the interruption occurs. ARTICLE 15 TERMINATION AND AMENDMENT TO THE PLAN The Plan may be terminated at any time by the Company's Board of Directors if the interests of the Company so require. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase Shares will be refunded. The Board of Directors also reserves the right to amend the Plan from time to time in any respect. 4 5 TYCO EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT ARTICLE 16 LOCAL TAX LAWS If the provisions of the Plan contradict local tax laws, the local tax laws shall prevail. IN WITNESS WHEREOF, this restated and amended Plan has been duly signed for and on behalf of the Company by a member of its Committee on the 27th day of July 1998. TYCO INTERNATIONAL (US) INC. By /s/ Kelly M. Heffernan ---------------------------- Kelly M. Heffernan Clerk, Tyco Retirement Committee 5 EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Tyco International Ltd. of our report dated October 23, 1998, on our audits of the consolidated financial statements and consolidated financial statement schedule at September 30, 1998 and 1997, and for the year ended September 30, 1998, the nine months ended September 30, 1997 and the year ended December 31, 1996, which report is included in Tyco's Annual Report on Form 10-K for the year ended September 30, 1998, and of our report dated November 23, 1998, on our audit of the combination of the historical consolidated financial statements and consolidated financial statement schedule of Tyco International Ltd. and United States Surgical Corporation after restatement for the pooling of interests as described in Note 1 to the supplemental consolidated financial statements, which report is included in Tyco's Current Report on Form 8-K filed December 10, 1998. /s/ PricewaterhouseCoopers Hamilton, Bermuda December 16, 1998 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Tyco International Ltd. of our report January 31, 1997 on our audit of the consolidated statements of income, changes in shareholders' investment and cash flows of Keystone International, Inc. and subsidiaries for the year ended December 31, 1996, included in the Tyco International Ltd. Annual Report on Form 10-K for the year ended September 30, 1998 and the Tyco International Ltd. Current Report on Form 8-K filed December 10, 1998, and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Houston, Texas December 16, 1998 EX-23.3 5 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of Tyco International Ltd. of our report dated September 30, 1998 (relating to the consolidated balance sheet of United States Surgical Corporation and its subsidiaries as of September 30, 1997, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the nine month ended September 30, 1997, the twelve month period ended December 31, 1996 and the related financial statement schedule for the nine month period ended September 30, 1997 and the twelve month period ended December 31, 1996), which report is included in Tyco International Ltd.'s Current Report on Form 8-K filed December 10, 1998. /s/ DELOITTE & TOUCHE LLP Stamford, Connecticut December 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----