As filed with the Securities and Exchange Commission on June 25, 2009
Registration No. 333-156927
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TYCO ELECTRONICS LTD.
(Exact name of registrant as specified in its charter)
Switzerland (State or other jurisdiction of incorporation or organization) |
3679 (Primary Standard Industrial Classification Code Number) |
98-518048 (I.R.S. Employer Identification Number) |
Rheinstrasse 20
CH-8200 Schaffhausen
Switzerland
Telephone: +41 (0)52 633 66 61
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Robert A. Scott
Executive Vice President and General Counsel
Tyco Electronics Corporation
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
Telephone: (610) 893-9560
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Ellen J. Odoner
P.J. Himelfarb
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Approximate date of commencement of proposed sale to the public: Not Applicable.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
This Post-Effective Amendment No. 1 (this "Amendment") to Registration Statement No. 333-156927 (the "Registration Statement"), as amended, is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "Commission") by Tyco Electronics Ltd. ("Tyco Electronics"), a Swiss company. Tyco Electronics (as a Swiss company) expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment sets forth the additional information necessary to reflect any material changes made in connection with or resulting from the change of domicile or necessary to keep the Registration Statement from being misleading in any material respect.
On June 25, 2009, Tyco Electronics effected the "Swiss Continuation" in the manner described in the Registration Statement, by discontinuing its existence as a Bermuda company 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, continuing its existence under articles 620 et seq. of the Swiss Code of Obligations as a Swiss company. The Swiss Continuation did not result in any change to the registrant's business, management, assets, liabilities or net worth. As a result of the Swiss Continuation, holders of common shares, par value US$ 0.20 per share, of Tyco Electronics (as a Bermuda company) became holders of registered shares, par value CHF 2.60 per share, of Tyco Electronics (as a Swiss company), and their rights as holders of Tyco Electronics registered shares are now governed by the Swiss Code of Obligations and Tyco Electronics' articles of association and organizational regulations (constituting Exhibits 3.1 and 3.2 to this Registration Statement). Tyco Electronics' registered shares continue to be listed on the New York Stock Exchange under the same ticker symbol, "TEL."
Immediately following completion of the Swiss Continuation, 468,215,574 registered shares were outstanding. Pursuant to the undertaking contained in the Registration Statement, Tyco Electronics hereby removes from registration the remaining 32,052,023 shares that initially had been registered pursuant to the Registration Statement.
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PART II. Information Not Required in the Prospectus
Item 20. Indemnification of Directors and Officers
The articles of association and organizational regulations of Tyco Electronics that took effect upon the Swiss Continuation provide as follows:
Item 21. Exhibits and Financial Statement Schedules
The following documents are filed as exhibits hereto:
Exhibit Number | Description | ||
---|---|---|---|
3.1 | Articles of Association of Tyco Electronics Ltd. (Incorporated by reference to Exhibit 3.1 to Tyco Electronics Ltd.'s Current Report on Form 8-K, filed June 25, 2009) | ||
3.2 |
Organizational Regulations of Tyco Electronics Ltd. (Incorporated by reference to Exhibit 3.2 to Tyco Electronics Ltd.'s Current Report on Form 8-K, filed June 25, 2009) |
||
5.1 |
Opinion of Bär & Karrer AG |
||
5.2 |
Opinion of Appleby |
||
23.1 |
Consent of Deloitte & Touche LLP |
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Exhibit Number | Description | ||
---|---|---|---|
23.2 | Consent of Bär & Karrer AG (included in Exhibit 5.1) | ||
23.3 |
Consent of Appleby (included in Exhibit 5.2) |
||
24.1 |
Power of Attorney* |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Berwyn, Pennsylvania, on the 25th day of June, 2009.
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TYCO ELECTRONICS LTD. | |||||
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By: |
/s/ TERRENCE R. CURTIN |
||||
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Name: | Terrence R. Curtin | ||||
|
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons on June 25, 2009 in the capacities indicated below.
Signature
|
Title
|
|
---|---|---|
* Thomas J. Lynch |
Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ TERRENCE R. CURTIN Terrence R. Curtin |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
* Robert J. Ott |
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
|
* Pierre R. Brondeau |
Director |
|
* Ram Charan |
Director |
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* Juergen W. Gromer |
Director |
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* Robert M. Hernandez |
Director |
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* Daniel J. Phelan |
Director |
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Signature
|
Title
|
|
---|---|---|
* Frederic M. Poses |
Director | |
* Lawrence S. Smith |
Director |
|
* Paula A. Sneed |
Director |
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* David P. Steiner |
Director |
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* John C. Van Scoter |
Director |
/s/ ROBERT A. SCOTT Robert A. Scott Attorney-in-fact |
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1 to the registration statement, solely in the capacity of the duly authorized representative of Tyco Electronics Ltd. in the United States, on this 25th day of June, 2009.
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By: | /s/ ROBERT A. SCOTT |
||
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Robert A. Scott Tyco Electronics Ltd. Executive Vice President and General Counsel |
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