AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TYCO TOYS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-3319358
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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GARY S. BAUGHMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TYCO TOYS, INC. TYCO TOYS, INC.
6000 MIDLANTIC DRIVE 6000 MIDLANTIC DRIVE
MOUNT LAUREL, NJ 08034 MOUNT LAUREL, NJ 08054
(609) 234-2400 (609) 234-7400
(Address, including zip code, Address, including zip code, and
and telephone number, including telephone number, including
area code, of registrant's principal area code, of registrant's
executive offices) principal executive offices)
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COPIES TO:
Joel M. Handel, Esq. MORTON A. PIERCE, ESQ.
Baer Marks & Upham, LLP DEWEY BALLANTINE
805 Third Avenue 1301 AVENUE OF THE AMERICAS
New York, New York 10022 NEW YORK, NEW YORK 10019
(212) 702-5700 (212) 259-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX:
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [X] 333-3301
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING: [ ]
IF THE DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX:
CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Amount to be Registered Proposed Maximum Proposed Amount of
Registered Offering Price Per Maximum Registration
Unit (2) Aggregate Fee
Offering Price (2)
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Depositary Shares each 3,220,000 shares (1) $5.00 (2) $16,100,000 $5552
representing one twenty-fifth
of a share of Series C
Mandatorily Convertible
Redeemable Preferred Stock
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Series C Mandatorily None N/A N/A N/A
Convertible Redeemable
Preferred Stock
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Common Stock, par value $.01 3,577,420 shares (3) N/A N/A N/A
per share
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(1) INCLUDES 420,000 DEPOSITORY SHARES ISSUABLE UPON EXERCISE OF AN OPTION
GRANTED TO THE UNDERWRITERS TO COVER OVER-ALLOTMENTS, IF ANY.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE AMOUNT OF THE
REGISTRATION FEE AND BASED ON THE AVERAGE OF THE HIGH AND LOW SALES
PRICES OF THE COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE
ON JUNE 24, 1996 PURSUANT TO RULE 457(C).
(3) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE
MANDATORY CONVERSION OF THE SERIES C MANDATORILY CONVERTIBLE
REDEEMABLE PREFERRED STOCK.
EXPLANATORY NOTE
This registration statement relates to the public offering of
Depository Shares contemplated by a Registration Statement on Form S-3,
Securities and Exchange Commission File No. 333-3301 (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in such offering by 2,800,000 plus up to 420,000 shares that may be sold
pursuant to the Underwriters over-allotment option. The contents of the Prior
Registration Statement are hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mount Laurel, State of New Jersey on
the 24th day of June 1996.
TYCO TOYS, INC.
By:
............*......................
Gary S. Baughman
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints R. Michael Kennedy,
Jr., his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to the Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorneys-in-fact and agents or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
..........................*......................... Chairman of the Board June 24, 1996
Richard E. Grey
..........................*......................... President, Chief Executive
Gary S. Baughman Officeer and Director
(Principal Executive Officer)
..........................*......................... Vice Chairman and Chief Financial June 24, 1996
Harry J. Pearce Officer (Principal Financial
and Accounting Officer)
..........................*......................... Director June 24, 1996
John A. Canning
..........................*......................... Director June 24, 1996
Jerome I. Gellman
Director June 24, 1996
..........................*.........................
Joel M. Handel
Director June 24, 1996
..........................*.........................
Timothy J. Danis
..........................*......................... Director June 24, 1996
Jonathan Kagan
..........................*......................... Director June 24, 1996
David B. Golub
Director June 24, 1996
..........................*.........................
Arnold Thaler
* By: /s/ R. Michael Kennedy, Jr.
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R. Michael Kennedy, Jr.
Attorney-in-Fact
EXHIBIT INDEX
5.1 -Opinion of Baer Marks & Upham LLP
23.1 -Consent of Deloitte & Touche LLP
23.2 -Consent of Baer Marks & Upham LLP
(included in Exhibit 5.1)