Tyco International (TYC)

On December 14, 2009, Tyco International Ltd. issued a press release announcing  that it has purchased two Brazilian valve companies.  The purchase price was approximately BRL 183.1 million ($104.0 million).  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

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ITEM 8.01             OTHER EVENTS.

Tyco International Ltd. (the “Company”) is filing herewith, as an exhibit to its Registration Statement on Form S-3 (File No. 333-153430), its Computation of Ratio of Earnings to Fixed Charges for the fiscal years 2008, 2007, 2006, 2005 and 2004 and the nine months ended June 26, 2009 and June 27, 2008.

ITEM 8.01             OTHER EVENTS

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.

ITEM 8.01             OTHER EVENTS

On December 10, 2008, Tyco International Ltd. issued a press release announcing a proposal to change its place of incorporation from Bermuda to Switzerland.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.  Other Events.

On October 7, 2008, Tyco International Ltd. (the “Company”) issued a press release announcing the acquisition of Vue Technology, Inc. for approximately $43 million.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.   Other Events.

On September 9, 2008, the Company issued the press release furnished as Exhibit 99.1 to this report. The press release is incorporated in this Item 8.01 by reference.

Item 8.01.   Other Events.

On July 25, 2008, the Company issued a press release announcing its acquisition of substantially all of the assets of Sensormatic Security Corporation.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 8.01.

On July 25, 2008, the Company substantially completed the previously announced sale of a portion of its Infrastructure Services business for cash and other consideration of approximately $455 million.  Certain assets in China were excluded from the closing and are expected to be transferred to the purchaser, AECOM Technology Corporation, for additional consideration of approximately $55 million once necessary consents and approvals are obtained.   Infrastructure Services, which operates under the name Earth Tech, Inc., provides consulting, engineering, construction management and operating services for the water, wastewater, environmental, transportation and facilities markets.

Item 8.01.      Other Events.

On May 29, 2008, the Company agreed to settlement terms (the “MOU”) with the City of Phoenix related to the previously disclosed disputes between the City of Phoenix and Earth Tech over the 91st Avenue Wastewater Treatment Plant.  The MOU sets forth the basic settlement terms for the litigation

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Item 8.01.  Other Events.

On June 2, 2008, Tyco International Ltd. (the “Company”) issued a press release announcing the final results of the previously announced consent solicitation and exchange offer for certain series of its outstanding public debt securities.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.   Other Events.

On May 12, 2008, Tyco International Ltd. (the “Company”) issued a press release announcing extensions of the previously announced consent solicitation and exchange offer for certain series of its outstanding public debt securities.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.   Other Events.

On April 29, 2008, Tyco International Ltd. (the “Company”) signed a definitive agreement with the State of New Jersey, on behalf of several of the State’s pension funds, to settle the previously disclosed action brought in 2002 by the State against the Company, its former auditors and certain of its former officers and directors alleging that the defendants had, among other things, violated federal and state securities and other laws through the unauthorized and improper actions of prior management.

The agreement calls for the Company to make a payment of $73.25 million to the plaintiffs in exchange for the plaintiff’s agreement to dismiss the case against the Company and certain of its former directors and a former employee.  Pursuant to the Separation and Distribution Agreement entered in connection with the June 2007 separation of Tyco into three publicly traded companies, the Company’s share of the settlement amount is approximately $20 million, with Tyco Electronics and Covidien responsible for approximately $23 million and $31 million, respectively.  The Company has recorded the settlement and  related receivables from each of Covidien and Tyco Electronics for their respective shares of the settlement amount in its fiscal second quarter resulting in a net expense for its share of the settlement of approximately $20 million.  Payment of the settlement amount is to be made on or before June 2, 2008.  Upon the full execution of the definitive agreement by each of the other defendants party thereto, the parties shall file the agreed upon order of dismissal with the court, the entry of which will dismiss the litigation with prejudice.  The Company expects to pay the full amount of the settlement to the State and concurrently receive payment from Tyco Electronics and Covidien.

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Item 8.01.   Other Events.

On April 28, 2008, Tyco International Ltd. (the “Company”) issued a press release announcing the results of the previously announced consent solicitation and exchange offer for certain series of its outstanding public debt securities.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.    Other Events.

On April 11, 2008, Tyco International Ltd. (the “Company”) issued a press release announcing the commencement of a consent solicitation and exchange offer for certain series of its outstanding public debt securities.  Pursuant to Rule 135c of the Securities Act, a copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 8.01.   Other Events.

On March 3, 2008, the United States District Court for the Southern District of New York denied a motion for summary judgment made by the Bank of New York, as indenture trustee (the “Indenture Trustee”) under indentures dated as of June 9, 1998 and November 12, 2003 (the “Indentures”), in connection with litigation commenced by the Indenture Trustee against Tyco International Ltd. and certain of its affiliates.  The Indenture Trustee litigation arises from the separation of Tyco International Ltd. (“Tyco”) into three separate publicly traded companies in June 2007.  Plaintiff had moved for summary judgment based on its claims that the Indentures were breached as a result of (i) Tyco International Group SA’s, (“TIGSA”), the original obligor under the Indentures, failure to comply with the successor obligor clauses in the Indentures when TIGSA assigned the indebtedness under the Indentures to Tyco and (ii) TIGSA’s failure to obtain the Indenture Trustee’s signature in connection with such assignment, which the Plaintiff had claimed was required regardless of whether the successor obligor clauses were violated.  In denying the motion for summary judgment, the Court held that neither of these events constituted a breach.

In its opinion, the Court also stated that, based on the record to date, it was unable to determine whether the spin-offs of Tyco Electronics and Covidien to Tyco’s shareholders (part of the Tyco separation transactions) was in fact a transfer of substantially all of Tyco’s assets, which would have required the approval of bondholders under the Indentures.  As a result, the Court denied Tyco’s motion for summary judgment related to this issue without prejudice.

Tyco and its affiliates intend to continue their vigorous defense of the claims made against them by the Indenture Trustee.

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Item 8.01.     Other Events

Tyco has been informed that two of its subsidiaries, Tyco Valves & Controls Italia and Biffi Italia, with combined 2006 revenue of approximately $89 million, and two former employees of those subsidiaries, are among numerous companies and individuals that are expected to be named by the Milan public prosecutor’s office in a request to the Milan criminal tribunal court seeking charges against those named in the request.  Although Tyco has not received a copy of the request, Tyco has learned that the request is expected to allege that the parties named therein made or arranged for improper payments to Italian government officials.  Each of Tyco’s subsidiaries involved in this matter is fully cooperating with the public prosecutor’s investigation, and Tyco is pursuing its own internal investigation.  At this time, Tyco cannot predict the ultimate resolution of this matter, but believes that if Tyco’s Italian entities are named and the matter is not settled, an adverse resolution would most likely result in criminal or civil sanctions being imposed on these Italian entities, including monetary penalties.  Tyco believes that any such monetary penalties would not have a material impact on its financial condition, results of operations and cash flows.

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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.

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Item 8.01 Other Events

On May 25, 2007, Tyco International Ltd. announced the aggregate principal amount of various notes issued by Tyco International Ltd., Tyco International Group S.A. and certain of their subsidiaries that had been validly tendered and not validly withdrawn pursuant to the terms and conditions of the tender offers and consent solicitations launched on April 27, 2007 by the issuers of such notes.  The tender offers expired at 12:00 midnight, New York City time, on Thursday, May 24, 2007.  A copy of the press release announcing the results of the tender offers and consent solicitations is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events

On May 22, 2007, Tyco International Ltd. announced that it and certain of its subsidiaries that are issuers of its corporate debt had determined the final purchase price in several tender offers to purchase for cash substantially all of their outstanding public debt.  The tender offers and consent solicitations were launched on April 27, 2007, and the tender period for each expires at 12:00 midnight, New York City time, on Thursday, May 24, 2007.  A copy of the press release announcing the final pricing with respect to the tender offers and consent solicitations is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On May 17, 2007, Tyco International Ltd. (“Tyco”) announced preliminary results of tender offers and consent solicitations for various notes issued by Tyco International Group S.A. (“TIGSA”), a wholly owned subsidiary of Tyco, under indentures among TIGSA, Tyco, as guarantor, and The Bank of New York, as trustee, dated June 9, 1998 and November 12, 2003.  The preliminary tender offer results include principal amounts that had been validly tendered and not validly withdrawn by 5:00 p.m., New York City Time, on May 17, 2007, which was the early consent date for such tender offers and consent solicitations (the “Early Consent Date”).  A copy of the press release announcing the aggregate principal amount of notes tendered in the tender offers and consent solicitations on or before the Early Consent Date is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On May 16, 2007, Tyco International Ltd. announced that AIG Global Investment Corp. had voluntarily withdrawn its lawsuit against Tyco International Group S.A. regarding its currently outstanding tender offers and consent solicitations for its notes under the 1998 and 2003 indentures.  A copy of the press release announcing the withdrawal of the lawsuit is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On May 15, 2007, Tyco International Ltd. (“Tyco”) announced that its subsidiary, Tyco International Group S.A. (“TIGSA”), had extended the early consent date in the tender offers and consent solicitations with respect to notes issued by TIGSA under indentures among TIGSA, Tyco, as guarantor, and The Bank of New York, as trustee, dated June 9, 1998 and November 12, 2003. A copy of the press release announcing the extension of the early consent date is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 8.01             Other Events.

On May 14, 2007, Tyco International Ltd. and co-defendants Michael A. Ashcroft and Mark A. Belnick entered into a Memorandum of Understanding with plaintiffs’ counsel in connection with the settlement of 32 purported class action lawsuits. The actions previously had been consolidated and transferred by the Judicial Panel on Multidistrict Litigation to the U.S. District Court for the District of New Hampshire and include Williams v. Tyco International Ltd., Brazen v. Tyco International Ltd., Philip Cirella v. Tyco International Ltd., Hromyak v. Tyco International Ltd., Myers v. Tyco International Ltd., Goldfarb v. Tyco International Ltd., Rappold v. Tyco International Ltd., Mandel v. Tyco International Ltd., and Schuldt v. Tyco International Ltd. and 23 other consolidated securities cases.

Under the terms of the Memorandum of Understanding, the plaintiffs have agreed to release all claims against Tyco, the other settling defendants and ten other individuals in consideration for the payment of $2.975 billion to the certified class and assignment to the class of any net recovery of any claims possessed by Tyco and the other settling defendants against the company’s former auditor, PricewaterhouseCoopers. Defendant PricewaterhouseCoopers is not a settling defendant and is not a party to the memorandum. Tyco and the other settling defendants have denied and continue to deny any wrongdoing and legal liability arising from any of the facts or conduct alleged in the actions.

Pursuant to the terms of the Memorandum of Understanding, L. Dennis Kozlowski, Mark H. Swartz and Frank E. Walsh, Jr., also are excluded from the settling defendants, and the class will assign to Tyco all of their claims against defendants Kozlowski, Swartz and Walsh.   In exchange for the assignment of claims against Kozlowski, Swartz and Walsh, Tyco will agree to pay to the certified class 50% of any net recovery against these defendants.

The parties to the Memorandum of Understanding have agreed to use their best efforts to finalize and execute a final settlement agreement and to apply to the court for approval of the settlement agreement. The Memorandum of Understanding will be null and void if the settlement agreement does not receive final court approval. In addition, Tyco will have the right to terminate the settlement agreement in the event that more than a certain percentage of the certified class opts out of the settling class.

In connection with the settlement, Tyco will incur a charge of $2.975 billion in the current fiscal quarter.

A copy of the press release announcing the settlement of most of the securities class action lawsuits is attached as Exhibit 99.1 to this current report.

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On May 11, 2007, Tyco International Ltd. announced early results in connection with tender offers and consent soliciations for various notes issued by Tyco International Ltd., Tyco International Group S.A. and certain of their subsidiaries, as well as the extension of the early consent date with respect to certain of such tender offers and consent solicitations.  A copy of the press release in which such announcements were made is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01.  Other Events

On January 5, 2007, Tyco International Ltd issued press releases announcing the nominees to the board of directors of Tyco Healthcare and Tyco Electronics as they prepare to become separate, independent traded companies. A copy of each press release is furnished as Exhibits 99.1 and 99.2 to this report and incorporated by reference in this Item 8.01.

Item 8.01.  Other Events

On December 11, 2006, Tyco International Ltd issued press releases announcing the executive teams that will lead Tyco Healthcare and Tyco Electronics as they prepare to become separate, independent traded companies. A copy of each press release is furnished as Exhibits 99.1 and 99.2 to this report and incorporated by reference in this Item 8.01.

Item 8.01.  Other Events

Review of Prior Period Stock Option Grant Practices:

Following publicity regarding the granting of stock options at a number of companies, the Company initiated an internal review of its historical stock option grant practices to determine whether the Company’s stock option award actions were appropriately governed and were accurately reflected in the Company’s financial statements. The Company’s Internal Audit staff, which reports directly to the Audit Committee of the Board of Directors, began a review of the Company’s equity incentive plan practices and associated approvals over the period October 1999 through June 2006. In addition to its review of plan administration, the Internal Audit staff performed detailed audit procedures on more than 95% of share options granted through the regular and off-cycle grants during this period. The audit procedures covered 100% of named executive officers and section 16 officers and directors. The Company’s review included an evaluation of grant authorizations, an assessment of the appropriate measurement dates under APB 25 and the application of appropriate equity pricing methodology.

The Company has determined that between October 1999 and early 2002, there were several grants for which complete documentation was not available.  As such, validation of the appropriate measurement date under APB 25 was difficult to determine with precision. For such grants, the Company determined an appropriate measurement date in reliance upon all available evidence to establish a reasonable date upon which equity recipients and share awards were known, fixed and communicated to employees.  In many instances, the measurement date the Company used is the date of delivery of an equity award to the recipient.

The Company has concluded that errors relating to the Company’s stock option accounting primarily resulted from: (a) incomplete documentation to enable application of accounting principles under APB 25; (b) the unintentional misapplication of generally accepted accounting principles; and (c) the absence of adequate control procedures in 1999 through early 2002 designed to ensure equity recipients and share awards were fixed and certain prior to the legal grant date.

The amount of aggregate compensation expense related to this item, which the Company should have recorded in prior periods, is approximately $252 million on a pre-tax basis and $171 million, after tax, relating to grants awarded prior to the end of 2002.  None of this amount relates to fiscal year 2006, $17 million on a pre-tax basis relates to fiscal year 2005 and $66 million on a pre-tax basis relates to fiscal year 2004, as awards vested over the relevant vesting periods.

Review of Equity Plan Compliance:

Separately, the Company identified an error related to the recognition of compensation expense under the Company’s employee stock purchase program in the UK.  The aggregate compensation expense related to this item which the Company should have recorded in prior periods is approximately $29 million on a pre-tax basis and $20 million, after tax.

Taken together, these prior period errors result in an aggregate amount of compensation expense of approximately $281 million on a pre-tax basis and $191 million, after-tax. Based on the findings of the items discussed above, the Company intends to restate its reported results for prior periods in its fiscal year 2006 Form 10-K to reflect the impact of additional stock based compensation expense.  Management of the Company has discussed its current analyses and related judgments, described above, with both the Audit Committee and the Company’s independent registered public accounting firm.

Item 8.01.  Other Events.

The Company disclosed previously in its annual and quarterly filings with the Securities and Exchange Commission that Applied Medical Resources Corp. (“Applied Medical”) had filed a patent infringement suit against the Company’s subsidiary, U.S. Surgical, in the United States District Court for the Central District of California.  The complaint alleges that U. S. Surgical’s VERSASEAL Plus trocar product infringes on Applied Medical’s U.S. Patent No. 5,385,533.  On February 7, 2005, the district court granted U.S. Surgical’s motion for summary judgment of non-infringement and Applied Medical appealed the summary judgment.  On May 15, 2006, the United States Court of Appeals for the Federal Circuit reversed the district court’s grant of summary judgment on the grounds that there are genuine issues of material fact regarding U.S. Surgical’s infringement of Applied Medical’s patent and remanded the case back to the district court.   The Company is exploring its options with respect to this case including filing a motion for rehearing or for en banc review.

Item 8.01.  Other Events.

As previously disclosed in our periodic filings, including in the Company’s Form 10-K for the fiscal year ended September 30, 2005, Masimo Corporation v. Tyco Healthcare Group LP (“Tyco Healthcare”) and Mallinckrodt, Inc. is a lawsuit pending in the United States District Court for the Central District of California.  In this lawsuit, Masimo alleged violations of antitrust laws against Tyco Healthcare and Mallinckrodt in the markets for pulse oximetry products.  Masimo alleged that Tyco Healthcare and Mallinckrodt used their market position to prevent hospitals from purchasing Masimo’s pulse oximetry products.  Masimo sought injunctive relief and monetary damages, including treble damages.  Trial in this case began on February 22, 2005 and the jury awarded Masimo $140 million in damages on March 21, 2005.  The damages were automatically trebled under the antitrust statute to an award of $420 million.  If ultimately successful, Masimo’s attorneys are entitled to an award of reasonable fees and costs in addition to the verdict amount.

On March 22, 2006, the district court issued its Memorandum of Decision Re: Post-Trial Motions.  In that Memorandum, the district court:  (i) vacated the jury’s liability findings on two business practices; (ii) affirmed the jury’s liability finding on two other business practices; (iii) vacated the jury’s damages award in its entirety; and (iv) ordered a new trial on damages.  The district court has not scheduled the new trial on the damages.  As previously reported by the Company, no provision has been made in the Consolidated Financial Statements with respect to this damage award.

ITEM 8.01. OTHER EVENTS

As previously reported in our periodic filings, Nellcor Puritan Bennett, Inc. (“Nellcor”) appealed the judgment of the United States District Court for the Central District of California in Mallinckrodt, Inc. (“Mallinckrodt”) and Nellcor Puritan Bennett, Inc. v. Masimo Corporation (“Masimo”) awarding Masimo damages of $165 million for Nellcor’s alleged infringement of two Masimo patents related to pulse oximeters sold between July 2001 and May 2004.  On September 7, 2005, the United States Court of Appeals for the Federal Circuit issued a decision on the appeal that is adverse to Nellcor.  In particular, the Court of Appeals:  (1) affirmed the infringement finding against Nellcor on two patents; (2) reversed the district court’s ruling of non-infringement of a third patent; and (3) reversed the district court’s ruling not to enter an injunction and directed the district court to issue an injunction.  The Court of Appeals also: (1) affirmed the district court’s ruling that Nellcor’s infringement was not willful, which precludes Masimo from seeking up to treble damages and (2) affirmed the district court’s ruling that one of Masimo’s patents is unenforceable due to Masimo’s inequitable conduct in seeking the patent. The Company has assessed the amount of potential additional damages and interest accruing from the date of entry of final judgment to the present.  Accordingly, during the current quarter, Tyco will record a pre-tax charge of approximately $280 million related to this matter and does not expect to incur material losses beyond that which will be accrued.  On September 12, 2005, the Company issued a press release relating to this matter.  The press release is attached as Exhibit 99.1 to this report and incorporated in this Item 8.01 by reference.