S-8 POS

As filed with the Securities and Exchange Commission on May 17, 2010

Registration No. 333-62496

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tyco International Ltd.

(Exact name of registrant as specified in its charter)

Switzerland

(State or other jurisdiction of incorporation or organization)

98-0518048

(I.R.S. Employer Identification No.)

Freier Platz 10,

8200 Schaffhausen,

Switzerland

+41 52 633 02 44

(Address of Principal Executive Offices)

The CIT Group, Inc. Savings Incentive Plan

(Full title of the plans)

Judith A. Reinsdorf

Tyco International Management Company

9 Roszel Road

Princeton, NJ 08540

 (Name and address of agent for service)

(609) 720-4200

(Telephone number, including area code, of agent for service)

Copies to:

Steven Finley

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

(212) 351-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

EXPLANATORY NOTE

Pursuant to its registration statement on Form S-8 (Reg. No. 333-62496) (the “Registration Statement”), Tyco International Ltd., a Bermuda exempted company, as predecessor to Tyco International Ltd., a Swiss corporation (the “Company”), registered its common shares (the “Common Shares”) and certain plan interests (the “Plan Interests”) issuable in connection with its The CIT Group, Inc. Savings Incentive Plan (the “Plan”).  Pursuant to the undertaking made by the Company and required by Item 512(a)(3) of Regulation S-K, the Company is filing this post-effective amendment no. 1 (the “Post-Effective Amendment”) to the Registration Statement and hereby deregisters all securities, including all Common Shares and Plan Interests, that were registered under the Registration Statement but remain unissued under the Plan as of the date of this Post-Effective Amendment.  Although the Company and the Plan were co-registrants of the Registration Statement, the Plan has not signed this Post-Effective Amendment because the Plan no longer exists.

Following the Company’s redomiciliation to Switzerland on March 23, 2009, the Company filed post-effective amendments to certain registration statements on Form S-8 pursuant to which it continues to offer its securities under, or interests in, certain employee benefit plans.

2

SIGNATURES

Pursuant to the requirements of the Securities Act, Tyco 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on this 17th day of May, 2010.

TYCO INTERNATIONAL LTD.
(Registrant)
	By:	/s/ CHRISTOPHER J. COUGHLIN
		Christopher J. Coughlin
		Executive Vice President and
		Chief Financial Officer
		(Principal financial officer)

3

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
*	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	May 17, 2010
Edward D. Breen
*	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 17, 2010
Christopher J. Coughlin
/s/ CAROL ANTHONY DAVIDSON	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	May 17, 2010
Carol Anthony Davidson
*	Director	May 17, 2010
Timothy M. Donahue
*	Director	May 17, 2010
Brian Duperreault
*	Director	May 17, 2010
Bruce S. Gordon
*	Director	May 17, 2010
Rajiv L. Gupta
*	Director	May 17, 2010
John A. Krol
*	Director	May 17, 2010
Brendan R. O’Neill
*	Director	May 17, 2010
William S. Stavropoulos

4

*	Director	May 17, 2010
Sandra S. Wijnberg
*	Director	May 17, 2010
R. David Yost
/s/ CHRISTOPHER J. COUGHLIN	Authorized Representative in the United States	May 17, 2010
Christopher J. Coughlin

*Judith A. Reinsdorf, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as Exhibit 24 to this Report.

/s/ JUDITH A. REINSDORF

Judith A. Reinsdorf

5

EXHIBIT INDEX

Exhibit No.	Description
24	Power of Attorney

6

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being directors or officers of Tyco International Ltd. (the “Company”), hereby constitutes and appoints Edward D. Breen, Chairman of the Board and Chief Executive Officer, Christopher J. Coughlin, Executive Vice President and Chief Financial Officer of the Company, Judith A. Reinsdorf, Executive Vice President and General Counsel of the Company, and John S. Jenkins, Vice President and Corporate Secretary of the Company, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign, or cause to be signed electronically, and file with the Securities and Exchange Commission (the “SEC”), one or more Registration Statements on Form S-8, and any amendments, subsequent registration statements or supplements thereto under the Securities Act of 1933, as amended, with respect to the offering of securities in connection with the proposed transaction with Broadview Home Security Holdings, Inc., and, with respect to Registration Statements on Form S-8 that the Company currently has on file (nos. 333-33999, 333-34001, 333-48476, 333-54692, 333-62496, 333-69323, 333-74397, 333-75037, 333-75713, 333-80391, 333-90345, 333-93261 and 333-107488) to make any amendment thereto, or to deregister any securities registered thereunder, and with respect to any Registration Statement of the Company described above (or any deregistration), to file (i) such registration statement with all exhibits thereto and other documents in connection therewith, (ii) any and all amendments, post-effective amendments and supplements thereto and (iii) any and all applications or other documents pertaining to such securities or such registration or deregistration, granting unto such attorney-in-fact and agent 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 and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said  attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Name	Title	Date
/s/ EDWARD D. BREEN	Chairman of the Board and Chief Executive	February 1, 2010
Edward D. Breen	Officer
/s/ TIMOTHY M. DONAHUE	Director	January 25, 2010
Timothy M. Donahue
/s/ BRIAN DUPERREAULT	Director	February 1, 2010
Brian Duperreault
/s/ BRUCE S. GORDON	Director	February 1, 2010
Bruce S. Gordon

Name	Title	Date
/s/ RAJIV L. GUPTA	Director	February 1, 2010
Rajiv L. Gupta
/s/ JOHN A. KROL	Director	February 1, 2010
John A. Krol
/s/ BRENDAN R. O’NEILL	Director	February 1, 2010
Brendan R. O’Neill
/s/ WILLIAM S. STAVROPOULOS	Director	January 27, 2010
William S. Stavropoulos
/s/ SANDRA S. WIJNBERG	Director	February 1, 2010
Sandra S. Wijnberg
/s/ R. DAVID YOST	Director	January 26, 2010
R. David Yost