What is the main purpose of this 8-K/A filing?

The primary purpose of this Form 8-K/A is to correct a typographical error in a previous 8-K filing. Specifically, it corrects the number of Tyco shares to be received by Brink's Home Security Holdings, Inc. (BHS) shareholders who elected an all-stock option in the merger. The original filing stated 1.9051 Tyco shares per BHS share, and this amendment corrects it to 1.0951 Tyco shares per BHS share.

What were the terms of the acquisition of Brink's Home Security Holdings, Inc. (BHS)?

Tyco completed its acquisition of BHS on May 14, 2010. Shareholders of BHS could elect to receive either cash, Tyco shares, or a combination, depending on their specific election. The terms were: $13.15 cash and 0.7562 Tyco shares for all-cash elections; 1.0951 Tyco shares for all-stock elections; and $12.75 cash and 0.7666 Tyco shares for mixed or no elections.

How did the BHS merger affect Tyco's share structure?

The merger involved the issuance of approximately 35.16 million Tyco shares and a cash payment of $584.9 million. Additionally, Tyco amended its Articles of Association prior to the merger closing to increase its registered share capital and adjust its authorized share capital, accommodating the new shares issued and potential future capital needs.

JCI 8-K: Corporate Changes

Summary

This 8-K/A filing from Tyco International Ltd. (which appears to be the entity that later became Johnson Controls International plc, based on the context of the filing date and subject matter) is an amendment to a previous 8-K filing, primarily to correct a typographical error concerning the stock exchange ratio in the acquisition of Brink's Home Security Holdings, Inc. (BHS). The correction changes the all-stock election conversion rate from 1.9051 Tyco shares per BHS share to 1.0951 Tyco shares per BHS share. Beyond the correction, the filing also details amendments made to Tyco's Articles of Association on May 11, 2010, to facilitate the merger. These amendments involved an increase in registered share capital and an adjustment to the authorized share capital increase limit. The merger itself, which closed on May 14, 2010, involved Tyco acquiring BHS, with shareholders receiving a mix of cash and Tyco stock depending on their election. This filing is important for understanding the precise terms of the BHS acquisition and its impact on Tyco's share structure and capital.

Key Highlights

1Amendment corrects a significant typographical error in the BHS merger stock exchange ratio for all-stock elections from 1.9051 to 1.0951 Tyco shares per BHS share.
2The merger of Tyco with Brink's Home Security Holdings, Inc. (BHS) was completed on May 14, 2010.
3Tyco shareholders approved amendments to the company's Articles of Association on May 11, 2010, to increase registered share capital and adjust authorized share capital limits.
4The acquisition of BHS involved a mixed consideration structure: cash, Tyco shares, or a combination, depending on shareholder elections.
5For shareholders making an all-cash election, the consideration was $13.15 cash and 0.7562 Tyco shares per BHS share.
6For shareholders making a mixed or no election, the consideration was $12.75 cash and 0.7666 Tyco shares per BHS share.
7The total cash consideration paid for the BHS acquisition was $584.9 million, and 35,164,161 Tyco shares were issued.

Johnson Controls International plc 8-K/A Report, Bylaw Amendment (May 14, 2010)

Summary

Key Highlights

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