8-KShareholder MattersCorporate ChangesRegulation FD+2

Johnson Controls International plc 8-K Report, Rights Modification (Mar 17, 2009)

Filed March 17, 2009For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (not Johnson Controls International plc as initially stated) reports a significant corporate restructuring: the company has officially moved its corporate domicile from Bermuda to Switzerland, effective March 17, 2009. This change means that the rights of common shareholders are now governed by Swiss law and the company's new Swiss articles of association and organizational regulations. This domicile shift is a key event that investors should be aware of as it impacts the legal framework under which the company operates and how shareholder rights are protected. In addition to the domicile change, the filing also references a press release from March 12, 2009, detailing the results of the Annual and Special General Meetings of Shareholders. Notably, shareholders approved an annual dividend of CHF 0.93 per share, which will be distributed through a capital reduction paid in four quarterly installments. Investors should note the change in CUSIP number for the company's stock due to the domicile change.

Key Highlights

  • 1Tyco International Ltd. has officially moved its corporate domicile from Bermuda to Switzerland, effective March 17, 2009.
  • 2Shareholder rights are now governed by Swiss law, Swiss articles of association, and Swiss organizational regulations.
  • 3The change in domicile necessitated an update to the company's articles of association, with specific numbers now finalized.
  • 4The company's CUSIP number has changed to H89128104 following the domicile shift.
  • 5Shareholders approved an annual dividend of CHF 0.93 per share, to be paid quarterly via a capital reduction.
  • 6The filing incorporates by reference the company's Form S-4/A registration statement detailing the effects of the change in domicile and tax considerations.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the official change of Tyco International Ltd.'s corporate domicile from Bermuda to Switzerland, effective March 17, 2009. It also reports on shareholder-approved dividends and meeting results.

As a shareholder, your rights are now governed by Swiss law, the company's new Swiss articles of association, and Swiss organizational regulations. The filing incorporates by reference sections from a prior Form S-4/A that describe these changes and compare them to previous shareholder rights under Bermuda law.

The CUSIP number has changed to H89128104 because of the corporate domicile change. This new identifier is important for trading and tracking the company's securities in the market.

Shareholders approved an annual dividend of CHF 0.93 per share. This dividend will be paid out in four equal quarterly installments and will be distributed in the form of a capital reduction.