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| TYC > SEC Filings for TYC > Form 8-K on 17-Mar-2009 | All Recent SEC Filings |
17-Mar-2009
Material Modification to Rights of Security Holders, Amendments to A
Effective March 17, 2009, Tyco International Ltd. (the "Company") discontinued its existence as a Bermuda corporation as provided in Section 132G of The Companies Act 1981 of Bermuda and, according to article 161 of the Swiss Federal Code on International Private Law, continued its existence under articles 620 et seq. of the Swiss Federal Code on Obligations as a Swiss corporation. The rights of holders of the Company's common shares are now governed by the Company's Swiss articles of association and Swiss organizational regulations, each of which are described in the Company's registration statement on Form S-4/A (the "Form S-4"), which was filed with the Securities and Exchange Commission on January 16, 2009. The sections of the Form S-4 entitled "Description of Swiss Shares," "Comparison of Shareholder Rights," "Effects of the Change of Domicile" and "Material Tax Considerations" are hereby incorporated by reference. The Swiss articles of association and the Swiss organizational regulations became effective March 17, 2009, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The Company's Swiss articles of association contain the numbers that were intentionally left blank in the Form S-4 and which were calculated based on the number of common shares issued and outstanding, the determination of the new par value in Swiss francs and the aggregate par value adjustment, as further described in the Form S-4.
The information included in Item 3.03 above is hereby incorporated by reference.
Upon the effectiveness of the continuance in Switzerland, the Company's CUSIP number changed to H89128104.
On March 12, 2009, the Company issued a press release announcing the results of its Annual General Meeting of Shareholders and Special General Meeting of Shareholders, each held on March 12, 2009. On the same date, the Company issued a press release related to the shareholder-approved annual dividend of CHF 0.93 per share to be paid in four quarterly installments in the form of a capital reduction. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this report and incorporated by reference in this Item 8.01.
(d) Exhibits
Exhibit
No. Description
3.1 Articles of Association of Tyco International Ltd. (Tyco International
AG) (Tyco International SA)
3.2 Organizational Regulations of Tyco International Ltd. (Tyco
International AG) (Tyco International SA)
4.1 Form of Share Certificate
99.1 Press Release issued March 12, 2009
99.2 Press Release issued March 12, 2009
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