0001104659-12-049137.txt : 20120716 0001104659-12-049137.hdr.sgml : 20120716 20120716170026 ACCESSION NUMBER: 0001104659-12-049137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120712 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120716 DATE AS OF CHANGE: 20120716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 12964158 BUSINESS ADDRESS: STREET 1: FREIER PLATZ 10 CITY: SCHAFFHAUSEN STATE: V8 ZIP: CH-8200 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL MANAGEMENT CO STREET 2: 9 ROSZEL ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 8-K 1 a12-16336_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): July 16, 2012 (July 12, 2012)

 

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Switzerland

 

98-0390500

(Jurisdiction of Incorporation)

 

(IRS Employer Identification Number)

 

001-13836

(Commission File Number)

 

Freier Platz 10

CH-8200 Schaffhausen, Switzerland

(Address of Principal Executive Offices, including Zip Code)

 

41-52-633-02-44

(Registrant’s Telephone Number, including Area Code)

 

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 12, 2012, upon the recommendation of the Compensation and Human Resources Committee (the “Compensation Committee”) and in connection with the proposed separation of the Company into three independent publicly-traded companies (the “Separation”), the Board of Directors of Tyco International, Ltd. (the “Company”) approved the conversion of all outstanding performance share units of the Company into restricted stock units based on performance achieved through the end of the Company’s third fiscal quarter (June 29, 2012). The restricted stock units that result from the conversion of such performance share units will be subject to the same vesting provisions that applied to the performance share awards prior to conversion (generally, three-year cliff vesting from date of grant). Each performance share unit will convert into a number of restricted stock units at a ratio to be determined by the Compensation Committee based on its review and certification of performance results in August 2012. Upon vesting of the resulting restricted stock units, each award will be settled in stock.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TYCO INTERNATIONAL LTD.

 

(Registrant)

 

 

 

 

By:

/s/ Judith A. Reinsdorf

 

 

Judith A. Reinsdorf

 

 

Executive Vice-President and General Counsel

 

 

 

 

 

 

Date: July 16, 2012

 

 

 

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