As filed with the Securities and Exchange Commission on June 4, 2007
Registration No. 001-33259
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
COVIDIEN LTD.*
(Exact name of registrant as specified in its charter)
| Bermuda (State or other jurisdiction of incorporation or organization) |
98-0518045 (I.R.S. Employer Identification No.) |
|
Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda Telephone: (441) 292-8674 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
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John H. Masterson Senior Vice President and General Counsel Covidien 15 Hampshire Street Mansfield, Massachusetts 02048 Telephone: (508) 261-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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With copies to: Steven R. Finley Sean P. Griffiths Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000 Fax: (212) 351-4035 |
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Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
|---|---|---|
| Common shares, par value $0.20 per share | The New York Stock Exchange, Inc. Bermuda Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
* The registrant was formerly named Tyco Healthcare Ltd. Effective February 28, 2007, the registrant changed its name to Covidien Ltd.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item 1. Business
The information required by this item is contained under the sections "Summary," "Risk Factors," "Business" and "Relationship with Tyco International and Tyco Electronics" of the Information Statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section "Risk Factors" of the Information Statement. That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections "Summary," "Description of Share Capital," "Selected Historical Combined Financial and Other Data," "Unaudited Pro Forma Condensed Combined Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section "Business—Properties" of the Information Statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section "Security Ownership of Tyco International and Covidien" of the Information Statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section "Management" of the Information Statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section "Management" of the Information Statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions
The information required by this item is contained under the sections "Relationship with Tyco International and Tyco Electronics" and "Management" of the Information Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section "Business—Legal Proceedings" of the Information Statement. That section is incorporated herein by reference.
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Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Shareholder Matters
The information required by this item is contained under the sections "Risk Factors," "The Separation," "Dividends," "Management" and "Description of Share Capital" of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
None.
Item 11. Description of Registrant's Securities to be Registered
The information required by this item is contained under the section "Description of Share Capital" of the Information Statement. That section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section "Description of Share Capital—Liability and Indemnification of Directors and Officers" of the Information Statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections "Description of Share Capital," "Selected Historical Combined Financial and Other Data," "Unaudited Pro Forma Condensed Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Index to Financial Statements" of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements
The information required by this item is contained under the section "Index to Financial Statements" beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
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(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit Number |
Description |
|
|---|---|---|
| 2.1 | Form of Separation and Distribution Agreement by and among Tyco International Ltd., Tyco Electronics Ltd. and Covidien Ltd. | |
3.1 |
Form of Memorandum of Association of Covidien Ltd. |
|
3.2 |
Certificate of Incorporation of Covidien Ltd.* |
|
3.3 |
Form of Bye-laws of Covidien Ltd. |
|
4.1 |
Form of Covidien Ltd. Common Share Certificate |
|
10.1 |
Form of Tax Sharing Agreement by and among Tyco International Ltd., Tyco Electronics Ltd. and Covidien Ltd. |
|
10.2 |
Form of Covidien Ltd. 2007 Stock and Incentive Plan |
|
10.3 |
Settlement Agreement, dated December 29, 2006, between Tyco International Ltd. and Richard J. Meelia* |
|
10.4 |
Employment Agreement, dated December 29, 2006, between Tyco International Ltd. and Richard J. Meelia* |
|
10.5 |
Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives |
|
10.6 |
Separation of Employment Agreement and General Release, dated October 7, 2006, between Tyco Healthcare Group LP and Kevin J. Gould* |
|
10.7 |
Form of Covidien Ltd. Employee Stock Purchase Plan |
|
10.8 |
Form of Covidien Ltd. Savings Related Share Plan |
|
21.1 |
Subsidiaries of Covidien Ltd.* |
|
99.1 |
Information Statement |
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| COVIDIEN LTD. | |||
By: |
/s/ RICHARD J. MEELIA Richard J. Meelia President |
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Date: June 4, 2007 |
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