-----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, UYqd/B3s6KePcLESfz8O2bPXFOjmm40wfYac0HOsd/BSm91NvSQMA3SlZxwJ268R o7DCbPcLBNQ/7sEIB62n5g== 0000950112-95-003170.txt : 19951211 0000950112-95-003170.hdr.sgml : 19951211 ACCESSION NUMBER: 0000950112-95-003170 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951208 EFFECTIVENESS DATE: 19951227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD CENTRAL INDEX KEY: 0000100441 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 042297459 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64867 FILM NUMBER: 95600504 BUSINESS ADDRESS: STREET 1: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: 6037789700 MAIL ADDRESS: STREET 1: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: TYCO LABORATORIES INC DATE OF NAME CHANGE: 19920703 S-8 1 TYCO INTERNATIONAL LTD. File No. 33- As filed with the Securities and Exchange Commission on December 8, 1995 ================================================================================ 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) MASSACHUSETTS 04-2297459 (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833 (Address of Principal Executive Offices) 603-778-9700 (Registrant's Telephone Number) TYCO INTERNATIONAL LTD. 1995 STOCK OPTION PLAN (Full Title of the Plan) ---------------------------------- Mark H. Swartz Vice President and Chief Financial Officer TYCO INTERNATIONAL LTD. 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) ---------------------------------------- Calculation of Registration Fee - -------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to to be Price Offering Registration be Registered Registered (1) Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, 3,013,250 $26.6962 (2) $ 80,442,359 $27,739 $0.50 par value 4,986,750 $32.5625 (3) $162,381,047 $55,993 - -------------------------------------------------------------------------------- (1) Plus such additional number of shares as may be required pursuant to the option plan in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the "Securities Act") solely for the purpose of determining the amount of the registration fee and is based upon the weighted average price at which outstanding options may be exercised. (3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for purposes of determining the amount of the registration fee and is based upon the market value of outstanding shares of the Company's common stock on December 4, 1995, utilizing the average of the high and low sale prices on the New York Stock Exchange on that date. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. Tyco International Ltd. (the "Company") hereby incorporates by reference the documents listed below, which have previously been filed with the Securities and Exchange Commission: The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995; and The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. In addition, all documents subsequently filed with the Securities and Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section 14 and Section 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. The validity of the shares to be offered hereby will be passed upon for the Company by M. Brian Moroze, General Counsel and Assistant Secretary of the Company. Item 6. Indemnification of Directors and Officers. The Restated Articles of Organization of the Company provide that the Company shall indemnify certain persons, including directors and officers, against liabilities, amounts paid in settlement and professional fees and other disbursements incurred by each such person in connection with any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency in which he is involved as a result of his serving or having served in such position or, at the request of the Company, in certain positions of any other corporation in which the Company owns shares or of which it is a creditor. No indemnification shall be provided to an individual with respect to a matter as to which it shall have been adjudicated that he did not act in good faith in the reasonable belief that his action was in the best interests of the Company. In the event that any action, suit or proceeding is compromised or settled so as to impose any liabilities or obligation upon a person eligible for indemnification by the Company, no indemnification shall be provided to him with respect to such matter if the Company has obtained an opinion of its counsel that with respect to said matter he did not act in good faith in the reasonable belief that his action was in the best interests of the Company. The Restated Articles of Organization of the Company further provide that nothing in them shall limit any lawful rights to indemnification existing independently of them. Section 67 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts provides that a corporation may indemnify any director or officer (among others) except as to any matter as to which he is adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation. Section 67 further provides that a corporation has the power to purchase and maintain insurance policies on behalf of any such officer or director against liability incurred by him in such capacity or arising out of his status as such, whether or not the corporation has the power to indemnify such officer or director against such liability. The Company maintains $35,000,000 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 Company or any Subsidiary thereof. Such insurance specifically excludes reimbursement of any director or officer for any charge or expense incurred in connection with various designated matters, including libel or slander, illegally obtained personal profits, profits recovered by the Company pursuant to Section 16(b) of the Exchange Act 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 3.1 Restated Articles of Organization, as amended [incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1987]. 3.2 Articles of Amendment dated November 9, 1993, effective November 10, 1993 [incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed on November 12, 1993]. 3.3 By-laws [incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed on August 17, 1990]. 5.1 Opinion of M. Brian Moroze, General Counsel and Assistant Secretary, as to the legality of the securities being registered. 10.1 Tyco International Ltd. 1995 Stock Option Plan 23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto). 23.1(b) Consent of Coopers & Lybrand L.L.P. 23.1(c) Consent of Price Waterhouse LLP 24 Powers of Attorney (included in Part II of this registration statement). 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; 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 the 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) 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. 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 8th day of December, 1995. TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ---------------------------------- Mark H. Swartz Vice President - 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 BY THE FOLLOWING PERSONS ON DECEMBER 8, 1995 IN THE CAPACITIES INDICATED BELOW. Chairman of the Board, Chief Executive /s/ L. Dennis Kozlowski Officer and Director (Principal Executive -------------------------------- Officer) L. Dennis Kozlowski /s/ Joshua M. Berman Director -------------------------------- 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/ Mark H. Swartz Vice President - Chief Financial Officer -------------------------------- Mark H. Swartz /s/ Frank W. Walsh, Jr. Director -------------------------------- Frank W. Walsh, Jr. EXHIBIT INDEX Exhibit No. Description 3.1 Restated Articles of Organization, as amended [incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1987]. 3.2 Articles of Amendment dated November 9, 1993, effective November 10, 1993 [incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed on November 12, 1993]. 3.3 By-laws [incorporated by reference to Exhibit 3 to the Company's Current Report on Form 8-K filed on August 17, 1990]. 5.1 Opinion of M. Brian Moroze, General Counsel and Assistant Secretary, as to the legality of the securities being registered. 10.1 Tyco International Ltd. 1995 Stock Option Plan 23.1(a) Consent of Counsel (included in Exhibit 5.1 hereto). 23.1(b) Consent of Coopers & Lybrand L.L.P. 23.1(c) Consent of Price Waterhouse LLP 24 Powers of Attorney (included in Part II of this registration statement). EX-5.1 2 EXHIBIT 5.1 December 8, 1995 Tyco International Ltd. One Tyco Park Exeter, New Hampshire 03833 Re: Tyco International Ltd. 1995 Stock Option Plan Dear Sirs: I am General Counsel of Tyco International Ltd., a Massachusetts corporation (the "Company"). I refer to the registration pursuant to the Securities Act of 1933, as amended (the "Act"), of 8,000,000 shares of Common Stock, par value $.50 per share (the "Shares"), of the Company which may be issued under the Tyco International Ltd. 1995 Stock Option Plan (the "Plan"). I have advised the Company in connection with the registration of the Shares under the Act. I have examined the Plan; the Restated Articles of Organization and the By-laws of the Company, each as amended to date; such records of the corporate proceedings of the Company as I deemed relevant; the Registration Statement on Form S-8 under the Act relating to the Shares (the "Registration Statement"); and such other certificates, records and documents as I considered necessary for the purposes of this opinion. I have also examined and relied upon representations, statements or certificates of public officials and officers and representations of the Company. Based upon the foregoing, I am of the opinion that upon the issuance and delivery of the Shares in accordance with the terms of the Registration Statement and the Plan, the Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. My opinion assumes that all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. I am an attorney admitted to practice in the Commonwealth of Massachusetts and the State of New York. I express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America, the Commonwealth of Massachusetts, and the State of New York. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name therein. I am delivering this opinion to the Company, and no other person other than the Company may rely on it. Very truly yours, /s/ M. Brian Moroze M. Brian Moroze General Counsel and Assistant Secretary EX-10.1 3 EXHIBIT 10.1 TYCO INTERNATIONAL LTD. 1995 STOCK OPTION PLAN 1. INTRODUCTION AND DEFINITIONS 1.1 THE PLAN This 1995 Stock Option Plan establishes the right of and procedures for TYCO INTERNATIONAL LTD. to grant stock options to its employees. 1.2 DEFINITIONS Capitalized terms used in this Plan shall have the following meanings: "Board." The "Board" shall mean the Board of Directors of Tyco International Ltd. "Code." "Code" shall mean the Internal Revenue Code of 1986, as amended. "Common Stock." "Common Stock" shall mean the common stock, par value $0.50 per share, of Tyco International Ltd. "Company." The "Company" shall mean Tyco International Ltd. "Exchange Act." "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Fair Market Value." The "Fair Market Value" of the Common Stock shall be determined, as of any date, based upon the closing market price of the Common Stock on the New York Stock Exchange on that date or, if no Common Stock is traded on that date, the next preceding date on which Common Stock was traded. "Optionee." "Optionee" shall have the meaning given to it in Section 2.4. "Plan." "Plan" shall mean the Tyco International Ltd. 1995 Stock Option Plan. "Shares." The "Shares" shall mean the Common Stock reserved for issuance under this Plan as further defined in Section 2.2. 2. GENERAL PROVISIONS 2.1 OBJECTIVES OF THE PLAN The purpose of this Plan is to encourage ownership of Common Stock by employees of the Company and any current or future subsidiary. This Plan is intended to provide to employees an incentive and bonus for maximum effort in the successful operation of the Company and is expected to benefit the Company's shareholders by associating the interests of the Company's employees with those of its shareholders and by enabling the Company to attract and retain personnel of the best available talent through the opportunity to share, by the proprietary interests created by this Plan, in the increased value of the Company's shares to which such personnel have contributed. This Plan provides for the granting of "Non-Qualified Stock Options," which options are not to be construed as "Incentive Stock Options" as defined and governed by Section 422 of the Code. This Plan sets forth provisions applicable to Non-Qualified Options only. 2.2 STOCK RESERVED FOR THIS PLAN The Common Stock reserved for issue upon the exercise of options granted under this Plan (the "Shares") will not exceed 4,000,000 shares of Common Stock (as may be adjusted by the provisions of Section 2.10), which may be either authorized and unissued shares or issued shares held in or hereafter acquired by the Company as treasury shares. Shares subject to any option under this Plan which are not exercised in full, or Shares as to which the right to purchase is forfeited through default or otherwise, shall remain available for other options under this Plan, provided that the aggregate number of Shares subject to options under this Plan shall not exceed 4,000,000 Shares, unless the Board approves an increase in said number. 2.3 ADMINISTRATION OF THIS PLAN This Plan shall be administered by the Board. The Compensation Committee of the Board consists of not less than three persons who will administer the Plan in the name of the Board. Such committee shall have sole discretion to determine the employees to be granted options under this Plan, to determine (and modify) the size and applicable terms and conditions of grants to be made to such employees, to determine a time when options will be granted, and to authorize grants to eligible employees. The committee shall have full power and authority to administer and interpret this Plan and to adopt, from time to time, such guidelines, rules, regulations, agreements, and instruments for the administration of this Plan as it deems necessary or advisable. The Board's interpretations of this Plan, and all actions taken and determinations made by the Board concerning any matter arising under or with respect to this Plan or any options granted pursuant to this Plan, shall be final, binding, and conclusive on all interested parties, including the Company, its shareholders, and all former, present and future employees of the Company. The Board may, as to all questions of accounting, rely conclusively upon any determinations made by independent public accountants of the Company. 2.4 ELIGIBILITY; FACTS TO BE CONSIDERED IN GRANTING OPTIONS An option may be granted to any full-time or part-time employee who, as of the date the option is granted, is then an employee, provided that employees who are subject to reporting under Section 16(a) of the Exchange Act are not eligible to receive option grants. In its determination of an employee to whom an option shall be granted ("Optionee") and the number of shares to be covered by such option, the Board may also take into account any or all of the following factors: the salary and/or wages of the employee; the duties of the employee; the present and potential contributions of the employee to the success of the Company; the anticipated number of years of service remaining before the attainment by the employee of the age of retirement; and other factors deemed relevant by the Board in connection with accomplishing the purpose of this Plan. An employee who has been granted an option to purchase Shares, whether under this Plan or otherwise, may, if the Board shall so determine, be granted additional options, provided that no employee may be granted options under this Plan that in the aggregate would result in such employee receiving more than 5% of the maximum number of Shares available for issuance under this Plan. 2.5 VESTING AND EXERCISABILITY OF OPTIONS The Board shall have the authority to establish the time or times at which the optioned Shares vest, the time or times at which the options are exercisable and whether all of the options may be exercised at one time or in increments, and to accelerate at any time the vesting or exercisability of outstanding options. 2.6 RIGHTS OF OPTIONEE IN EVENT OF MERGER, CONSOLIDATION, TENDER OFFER, TAKEOVER BID, SALE OF ASSETS OR DISSOLUTION (a) Notwithstanding Section 2.5 hereof or anything else in this Plan outside this Section 2.6 to the contrary, the Optionee may purchase the full amount of optioned Shares for which options have been granted to the Optionee and for which the options have not been exercised under the following conditions: (1) The Optionee may conditionally purchase any or all optioned Shares during the period commencing twenty-seven (27) days and ending (7) days prior to the scheduled effective date of a merger or consolidation (as such effective date may be delayed from time to time) wherein the Company is not to be the surviving corporation, which merger or consolidation is not related to or affiliated with the Company; (2) The Optionee may conditionally purchase any or all optioned Shares during the period commencing on the initial date of a tender offer or takeover bid for the outstanding shares of Common Stock (other than a tender offer by the Company) and ending on the day preceding the scheduled termination date of acceptance of tenders of shares by the offeror under any such tender offer or takeover bid (as such termination date may be extended by such offeror); (3) The Optionee may conditionally purchase any or all optioned Shares during the period commencing on the date the shareholders of the Company approve a sale of substantially all the assets of the Company and ending seven (7) days prior to the scheduled closing date of such sale (as such closing date may be delayed from time to time); and (4) The Optionee may conditionally purchase any or all optioned Shares during the period commencing on the date the Company files its Statement of Intent to Dissolve and ending thirty (30) days later but not in any event later than the day before the Company files its Articles of Dissolution. (b) If the merger, consolidation, tender offer, takeover bid, sale of assets, or dissolution, as the case may be and as described in subsections (1) through (4) of Section 2.6(a), once commenced, is canceled or revoked, the conditional purchase of Shares for which the option to purchase would not have otherwise been exercisable at the time of said cancellation or revocation, but for the operation of this Section 2.6, shall be rescinded. With respect to all other Shares conditionally purchased, the Optionee may rescind such purchase at his or her option. (c) If the merger, consolidation, tender offer, takeover bid, or sale of assets does occur or thirty (30) days passes after a Statement of Intent to Dissolve is filed (or Articles of Dissolution are filed), as the case may be and as described in Subsections (1) through (4) of Section 2.6(a), and the Optionee has not conditionally purchased all optioned Shares, all unexercised options shall terminate on the effective, termination, or closing date, or thirty (30) days after the date of said filing date (but not later than the day before Articles of Dissolution are filed), as the case may be. (d) Nothing herein shall allow the Optionee to purchase optioned Shares, the options for which have expired or with respect to which the options were not vested on the date of the Optionee's death, disability, or voluntary or involuntary termination of employment with the Company. 2.7 TERMS AND EXPIRATION OF OPTIONS Each option granted under this Plan shall be in writing, shall be subject to such amendment or modification from time to time as the Board shall deem necessary or appropriate to comply with or take advantage of applicable laws or regulations and shall contain provisions to the following effect, together with such other provisions as the Board shall from time to time approve: (a) that, subject to the provisions of Section 2.7(b), the option, as to the whole or any part thereof, may be exercised only by the Optionee or such Optionee's personal representative; (b) that neither the whole nor any part of the option shall be transferable by the Optionee or by operation of law otherwise than by the will of, or by the laws of descent and distribution applicable to, a deceased Optionee, and that the option and any and all rights granted to the Optionee thereunder and not theretofore effectively and completely exercised shall automatically terminate and expire upon any sale, transfer, or hypothecation or any attempted sale, transfer, or hypothecation of such rights or upon the bankruptcy or insolvency of the Optionee or his or her estate; (c) that subject to the foregoing provisions, an option may be exercised at different times for portions of the total number of Shares for which the right to purchase shall have vested, provided that such portions are in multiples of 10 shares if the Optionee holds vested options for 99 or fewer shares and otherwise in multiples of 100 shares; (d) that no Optionee shall have the right to receive any dividend on or to vote or exercise any right in respect of any Shares unless and until the certificates for such Shares have been issued to such Optionee; (e) that any unvested option, and any vested option that by its terms is exercisable, shall expire at the earliest of the following: (1) the date specified in the option; (2) ninety (90) days after voluntary or involuntary termination of the Optionee's employment other than termination as described in subsections (3) or (4) below: (3) upon the discharge of the Optionee for misconduct, willfully or wantonly harmful to the Company; (4) twelve (12) months after the Optionee's death or disability; or (5) in the event of a merger, consolidation, tender offer, takeover bid, sale of assets, or filing of a Statement of Intent to Dissolve (or the filing of Articles of Dissolution), as the case may be, and as described in subsections (1) through (4) of Section 2.6(a), on the date specified in Section 2.6(c). However, if the merger, consolidation, tender offer, takeover bid, or sale of assets does not occur or if a Statement of Intent to Dissolve is not filed, as the case may be, and as described in subsections (1) through (4) of Section 2.6(a), all options which are terminated pursuant to this subsection (e)(5) shall be reinstated as if no action with respect to any of said events had been contemplated or taken by any party thereto and all Optionees shall be returned to their respective positions on the date of termination; (f) that any vested option held by an Optionee who is no longer employed by the Company, that by its terms is not currently exercisable, shall expire 90 days after the date the option becomes exercisable. (g) that, to the extent an option provides for the vesting thereof in increments, such vesting shall cease as of the date of the Optionee's death, disability, or voluntary or involuntary termination of the Optionee's employment with the Company; and (h) that the terms of the option shall not be affected by any change of duties or position so long as the Optionee shall continue to be employed by the Company or a subsidiary of the Company. 2.8 NOTICE OF INTENT TO EXERCISE OPTION The Optionee (or other person or persons, if any, entitled thereto hereunder) desiring to exercise an option granted and exercisable hereunder as to all or part of the Shares covered thereby shall notify the Company in writing at its principal office in Exeter, New Hampshire, specifying the number of option Shares to be purchased and, if required by the Company, representing in form satisfactory to the Company that the Shares are being purchased for investment and not with a view to resale or distribution. With respect to any Shares conditionally purchased pursuant to Section 2.6(a) and for which such purchase has not been voluntarily or otherwise rescinded pursuant to Section 2.6(b), the Optionee shall be deemed to have given to the Company the notice of exercise required by this Section 2.8 as of ten (10) days prior to the closing or effective date of the merger, consolidation, tender offer, takeover bid, or sale of assets or as of the twentieth (20th) day after a Statement of Intent to Dissolve is filed (or the tenth (10th) day before the filing of Articles of Dissolution if it precedes said twentieth (20th) day), as the case may be and as described in subsections (1) through (4) of Section 2.6(a). 2.9 METHOD OF EXERCISE OF OPTION Within ten (10) days after receipt of the Company of the notice provided in Section 2.8, but not later than the expiration date specified in Section 2.7(e), the option shall be exercised as to the number of Shares specified in the notice by payment to the Company of the amount specified in Section 3.2. Payment of the option price shall be made in cash or in accordance with procedures for a "cashless exercise" as the same shall have been established from time to time by the Company and the brokerage firm designated by the Company to facilitate exercises and sales under this Plan. Payment in shares of Common Stock shall be deemed to be the equivalent of payment in cash at the Fair Market Value of those Shares on the exercise date. No such payment in shares of Common Stock shall be allowed when the same may in the reasonable opinion of the Company cause the Company to record a loss or expense as a result thereof. 2.10 RECAPITALIZATION The aggregate number of Shares for which options may be granted hereunder, the number of Shares covered by each outstanding option, and the price per Share thereof in each such option shall be proportionately adjusted for an increase or decrease in the number of outstanding shares of common stock of the Company resulting from a stock split or reverse split of shares or any other capital adjustment or the payment of a stock dividend or other increase or decrease in such shares effected without receipt of consideration by the Company (excluding any decrease resulting from the purchase of Shares for the treasury). If the adjustment would result in a fractional Share, the Optionee shall be entitled to one (1) additional Share, provided that the total number of Shares to be granted under this Plan shall not be increased above the equivalent number of Shares initially allocated or later increased by an approved amendment to this Plan. 2.11 SUBSTITUTIONS AND ASSUMPTIONS The Board shall have the right to substitute or assume options in connection with mergers, reorganizations, separations, or other corporate transactions. The number of Shares reserved pursuant to Section 2.2 shall be increased by the corresponding number of options assumed and, in the case of a substitution, by the net increase in the number of Shares subject to options before and after the substitution. 2.12 TERMINATION The Board may at any time modify, amend, or terminate this Plan. No amendment, modification, or termination of the Plan may adversely affect options granted prior to such action. 2.13 GRANTING OF OPTIONS The granting of any option pursuant to this Plan shall be entirely in the discretion of the Board and nothing herein contained shall be construed to give any employee any right to participate in this Plan. 2.14 WITHDRAWAL An Optionee may at any time elect in writing to abandon an option with respect to the number of Shares as to which the option shall not have been exercised. 2.15 GOVERNMENT REGULATIONS This Plan and the granting and exercise of any option hereunder and the obligations of the Company to sell and deliver Shares under any such option shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies as may be required. 2.16 BOARD AUTHORIZATION This Plan has been adopted and authorized by the Board as of April 24, 1995 for a period of ten (10) years. 2.17 COMPLIANCE WITH SECURITIES LAWS The Board shall have the right to: (a) require an Optionee to execute, as a condition of the exercise of an option, a letter evidencing the Optionee's intent to acquire the Shares for investment and not with a view to the resale or distribution thereof; (b) place appropriate legends upon the certificate or certificates for the Shares; and (c) take such other acts as it deems necessary or appropriate to cause the issuance of optioned Shares to comply with applicable provisions of Federal and State securities laws. In furtherance of the foregoing, and not by way of limitation thereof, no option shall be exercisable unless such option and the Shares to be issued pursuant thereto shall be registered under appropriate Federal and state securities laws, or shall be exempt therefrom in the opinion of the Board upon advice of counsel to the Company. Each option agreement shall contain adequate provisions to assure that there will be no violation of such laws. This provision shall in no way obligate the Company to undertake registration of options or Shares hereunder. Issuance, transfer or delivery of certificates for Shares pursuant to the exercise of options may be delayed, at the discretion of the Board, until the Board is satisfied that the applicable requirements of the Federal and state securities laws have been met. 2.18 TERMINATION DATE OF PLAN This Plan shall not extend beyond April 24, 2005 except as to options granted prior to that date. 3. OPTION PRICE AND WITHHOLDING TAX In addition to the provisions of Section 2, the following sections shall apply to any options granted under this Plan: 3.1 OPTION PRICE The option or purchase price of each Share optioned under this Plan shall be determined by the Board at the time action is taken for the granting of the option. 3.2 WITHHOLDING ON PAYMENT FOR OPTIONED SHARES The amount to be paid by the Optionee upon exercise of an option shall be the full purchase price thereof provided in the option, together with the amount of federal, state, and local income and FICA taxes required to be withheld by the Company. An Optionee may elect to pay his or her Federal, state, or local income and FICA withholding tax by having the Company withhold Shares having a value equal to the amount required to be withheld. The value of the Shares to be withheld is deemed to equal the Fair Market Value of the Shares on the day the option is exercised, as determined in accordance with Section 2.9. An election by an Optionee to have Shares withheld for this purpose will be subject to the following restrictions: (a) If an Optionee has received multiple option grants, a separate election must be made for each grant; (b) The election must be made prior to the day the option is exercised; (c) The election will be irrevocable; (d) The election will be subject to the disapproval of the Board. 4. AMENDMENT This Plan and all rules and regulations adopted in respect hereof may be terminated, suspended, or amended at any time by a majority vote of the Board, except as otherwise specifically set forth in Section 2.12, provided that no such action shall adversely affect any rights of Optionees granted under this Plan prior to such action. The Board may amend the terms and conditions of outstanding options, provided, however, that (i) no such amendment shall be adverse to the holders of such options without their consent, and (ii) the terms and conditions of such options, as amended, shall be consistent with the provisions of the Plan. 5. FOREIGN EMPLOYEES Without amending the Plan, the Board may grant options to eligible employees who are foreign nationals on such terms and conditions different from those specified in this Plan as in the judgment of the Board may be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes the Board may make such modifications, amendments, procedures, subplans, and the like as may be necessary or desirable to comply with the provisions of laws in other countries in which the Company operates or has employees. 6. REGISTRATION, LISTING, AND QUALIFICATION OF SHARES Each option shall be subject to the requirement that if at any time the Board shall determine that the registration, listing, or qualification of the Shares covered thereby upon any securities exchange or under any foreign, federal, state, or local law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the purchase of Shares thereunder, then no such option may be exercised unless and until such registration, listing, qualification, consent, or approval shall have been effected or obtained free of any condition not acceptable to the Board. Any person exercising an option shall make such representations and agreements and furnish such information as the Board may request to assure compliance with the foregoing or any other applicable legal requirements. 7. NO RIGHTS TO OPTIONS OR EMPLOYMENT; NO RESTRICTIONS No employee or other person shall have any claim or right to be granted an option under this Plan. The receipt of an option under this Plan shall not give an employee any right to receive any other grant or option under this Plan. An Optionee shall have no rights to or interest in any option except as set forth herein. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company. Nothing in this Plan shall restrict the Company's rights to adopt other option plans pertaining to any or all of the employees covered under this Plan or other employees not covered under this Plan. 8. COSTS AND EXPENSES Except as provided herein with respect to the payment of taxes, all costs and expenses of administering the Plan shall be borne by the Company and shall not be charged to any option grant nor to any employee receiving a grant. 9. PLAN UNFUNDED This Plan shall be unfunded. Except for the Board's reservation of a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure payment of any grant under the Plan. 10. GOVERNING LAW This Plan shall be governed by and construed in accordance with the internal laws of the State of New Hampshire, without reference to its conflicts of law principles. EX-23.1(B) 4 EXHIBIT 23.1(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Tyco International Ltd. on Form S-8 of our reports dated August 1, 1995 on our audit of the consolidated financial statements and financial statement schedule of Tyco International Ltd. as of and for the years ended June 30, 1995 and 1994. COOPERS & LYBRAND L.L.P. Boston, Massachusetts December 8, 1995 EX-23.1(C) 5 EXHIBIT 23.1(c) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 3, 1993 appearing on pages 20 and S-2 of Tyco International Ltd.'s Annual Report on Form 10-K for the year ended June 30, 1995. PRICE WATERHOUSE LLP Boston, Massachusetts December 8, 1995 -----END PRIVACY-ENHANCED MESSAGE-----