SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADT LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA Not applicable
(Jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda Not applicable
(Address of principal executive offices)* (Zip Code)
* The executive offices of the subsidiary of registrant which
supervises registrant's North American activities are at One
Boca Place, 2255 Glades Road, Boca Raton, Florida 33431-0835.
The telephone number there is (561) 997-8406.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Series A First New York Stock Exchange
Preference Share London Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
On November 4, 1996, the Board of Directors of ADT Limited (the
"Company") declared a distribution of one Series A first preference share
purchase right (a "Right") for each outstanding common share of nominal value
$0.10 each (a "Common Share"), of the Company payable to holders of record as
of the close of business on November 15, 1996 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights
will be evidenced by the certificates for and will be transferred with the
Common Shares, and the registered holders of the Common Shares will be deemed
to be the registered holders of the Rights. After the Distribution Date, the
Rights Agent will mail separate certificates evidencing the Rights to each
record holder of the Common Shares as of the close of business on the
Distribution Date, and thereafter the Rights will be transferable separately
from the Common Shares. The "Distribution Date" means the earlier of (i) the
10th day (or such later day as may be designated by a majority of the
Continuing Directors (as hereinafter defined)) after the date (the "Share
Acquisition Date") of the first public announcement that a person (other than
the Company or any of its subsidiaries or any employee benefit plan of the
Company or any such subsidiary) has acquired beneficial ownership of 15% or
more of the Common Shares issued and outstanding (an "Acquiring Person") and
(ii) the 10th business day (or such later day as may be designated by a
majority of the Continuing Directors) after the date of the commencement of a
tender or exchange offer by any person which would, if consummated, result in
such person becoming an Acquiring Person; provided that an Acquiring Person
shall not include any existing shareholder (a "Grandfathered Person") who,
together with all affiliates and associates, beneficially owns 15% or more of
the Common Shares issued and outstanding as at 5 p.m. (Eastern Standard Time)
on November 4, 1996, unless such Grandfathered Person thereafter increases its
percentage of beneficial ownership of Common Shares. If the percentage of
Common Shares beneficially owned by a Grandfathered Person, together with all
affiliates and associates, decreases (whether by sale, transfer or other
disposition of Common Shares or due to the dilution of interest as a result of
the issuance of additional Common Shares), the Grandfathered Person shall
become an Acquiring Person if it thereafter increases its percentage of
beneficial ownership of Common Shares; provided that a Grandfathered Person
who becomes the beneficial owner of less than 15% of the Common Shares shall
cease to be a Grandfathered Person.
Prior to the Distribution Date, the Rights will not be
exercisable. After the Distribution Date, each Right will be exercisable to
purchase, for $90 (the "Purchase Price"), one-hundredth of a Series A First
Preference Share of nominal value $1.00 each (a "Preference Share"). No
fractions of the Company's shares will be issued and any fractional shares
will be aggregated and paid in cash. The terms and conditions of the Rights
are set forth in a Rights Agreement dated as of November 6, 1996 between the
Company and Citibank, N.A., New York branch, as Rights Agent (the "Rights
Agreement"), a copy of which is attached as an exhibit hereto and the
description thereof is qualified in its entirety by reference thereto.
If any person becomes an Acquiring Person, each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder to purchase, for the Purchase Price, a number
of Common Shares having a market value of twice the Purchase Price.
If, after any person has become an Acquiring Person, (1) the
Company is involved in an amalgamation or other business combination in which
the Company is not a surviving corporation or its Common Shares are exchanged
for other securities or assets or (2) the Company and/or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of common shares of the other party
to such business combination or sale (or in certain circumstances, an
affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price
of $.01 per Right at any time prior to the close of business on the 10th day
after the Share Acquisition Date (or such later date as may be designated by a
majority of the Continuing Directors). After any person has become an
Acquiring Person or after the commencement of a proxy or consent solicitation
by a person who intends to take or may consider taking such actions as to
become an Acquiring Person, the Rights may be redeemed only with the approval
of a majority of the Continuing Directors.
"Continuing Director" means any member of the Board of
Directors who was a member of the Board prior to the time an Acquiring Person
becomes such or any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person or any representative or nominee of the
foregoing.
The Rights will expire on November 14, 2005, unless earlier
redeemed.
Prior to the Distribution Date, the Rights Agreement may be
amended in any respect. After the Distribution Date, the Rights Agreement may
be amended in any respect that does not adversely affect Rights holders (other
than any Acquiring Person and certain affiliated persons). After any person
has become an Acquiring Person, the Rights Agreement may be amended only with
the approval of a majority of the Continuing Directors.
Rights holders have no rights as shareholders of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed
to prevent efforts to diminish the effectiveness of the Rights.
As of November 5, 1996 there were 141,119,159 Common Shares
outstanding and 55,018,927 shares reserved for issuance pursuant to outstanding
obligations of the Company. Each outstanding Common Share on the Record Date
will receive one Right. Common Shares issued after the Record Date and prior
to the Distribution Date will be issued with a Right attached so that all
Common Shares outstanding prior to the Distribution Date will have Rights
attached. 2,500,000 Preference Shares have been reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person that attempts to acquire the Company
without a condition to such an offer that a substantial number of the Rights
be acquired or that the Rights be redeemed or declared invalid. The Rights
should not interfere with any amalgamation or other business combination
approved by the Board of Directors (under some circumstances, with the
concurrence of the Continuing Directors) since the Rights may be redeemed by
the Company as described above.
While the dividend of the Rights will not be taxable to
shareholders in the United States or to the Company, shareholders or the
Company may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable as set forth above.
Item 2. Exhibits
1 and 2. Form of Rights Agreement dated as of November 6,
1996 between ADT Limited and Citibank, N.A., New
York branch, as Rights Agent, which includes as
Exhibit B thereto the form of Right Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
ADT LIMITED
By: /s/ Stephen J. Ruzika
Name: Stephen J. Ruzika
Title: Chief Financial Officer,
Executive
Vice President and Director
Dated: November 12, 1996