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Printmgr File As filed with the Securities and Exchange Commission on May 8, 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tyco Flow Control International Ltd. (Exact name of registrant as specified in its charter) Switzerland 3550 98-1050812 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) Freier Platz 10 CH-8200 Schaffhausen, Switzerland 41-52-633-02-44 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices) Judith A. Reinsdorf Executive Vice President and General Counsel Tyco International Management Company, LLC 9 Roszel Road Princeton, New Jersey 08540 (609) 720-4200 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) With a copy to: Alan M. Klein, Esq. Faiza J. Saeed, Esq. Benjamin F. Garmer, III, Esq. Simpson Thacher & Bartlett LLP Thomas E. Dunn, Esq. John K Wilson, Esq. 425 Lexington Avenue Cravath, Swaine & Moore LLP Foley & Lardner LLP New York, New York 10017 Worldwide Plaza 777 East Wisconsin Avenue (212) 455-2000 825 Eighth Avenue Milwaukee, Wisconsin 53202 New York, New York 10019 (414) 271-2400 (212) 474-1000 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed prospectus. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ‘ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ‘ 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. ‘ 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non–accelerated filer ‘ Smaller reporting company ‘ (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered(1) Offering Price per Share Aggregate Offering Price(2) Registration Fee(3) Common Shares, Par Value CHF 0.50 ...... $N/A N/A $3,817,582,000 $437,495 (1) The number of common shares of Tyco Flow Control International Ltd. (“Tyco Flow Control”) to be distributed to shareholders of Tyco International Ltd. (“Tyco”) will be based on a distribution ratio equal to the quotient of (i) the product of (x) the number of Pentair, Inc. (“Pentair”) common shares outstanding (determined on a fully-diluted basis calculated in accordance with the treasury method under GAAP without taking into account tax consequences to any party or any applicable vesting provisions) at 12:01 a.m. Eastern Standard Time on the distribution date, multiplied by (y) 1.10526316 divided by (ii) the number of Tyco common shares outstanding (determined on a fully-diluted basis calculated in accordance with the treasury method under GAAP without taking into account tax consequences to any party or any applicable vesting provisions) at 12:01 a.m. Eastern Standard Time on the distribution date. (2) Represents the aggregate book value, as of March 30, 2012, of Tyco’s flow control business. (3) No additional fee is being paid in connection with this registration statement. The registration fee otherwise payable is reduced in an amount equal to the fee paid by Tyco in connection with the solicitation of proxies with respect to the distribution. Refer to the Schedule 14A filed by Tyco on the date hereof. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine. Subject to Completion, Dated May 8, 2012 PRELIMINARY PROSPECTUS e Securities Tyco Flow Control International Ltd. any state where Common Shares (par value CHF 0.50 per share) This Prospectus is being furnished in connection with the planned distribution by Tyco International Ltd. (“Tyco”) on a pro rata basis to its shareholders of all of the outstanding common shares of its wholly-owned subsidiary Tyco Flow Control International Ltd. (“Tyco Flow Control”), which owns and operates the flow control business of Tyco. We refer to such distribution as the “Distribution.” We expect that immediately following the Distribution, an indirect wholly-owned subsidiary of Tyco Flow Control will merge with and into Pentair, Inc. (“Pentair”), with Pentair surviving the merger as a wholly-owned, indirect subsidiary of Tyco Flow Control. We refer to such merger as the “Merger.” Each Tyco common share outstanding as of 5:00 p.m., New York City time on , 2012, the record date for the Distribution (the “record date”), will entitle its holder to receive a number of Tyco Flow Control common shares determined by a formula based on the number of Pentair and Tyco shares outstanding on a fully diluted basis (calculated in accordance with the treasury method under U.S. generally accepted accounting principles (“U.S. GAAP”)) at 12:01 a.m. Eastern Standard Time on the distribution date. Based on the number of fully diluted Pentair and Tyco shares outstanding as of , 2012, we expect the distribution ratio to be approximately Tyco Flow Control common shares per each Tyco common share. The distribution of shares will be made in book-entry form. As consideration for the Merger, shareholders of Pentair will receive one newly issued common share of Tyco Flow Control for every Pentair common share that they hold at the time of the Merger, with the result that Tyco’s shareholders as of the record date and their transferees will hold approximately 52.5% of the common shares of Tyco Flow Control on a fully-diluted basis immediately following the Merger. We expect that the Distribution and the Merger will be tax-free to Tyco’s shareholders for Swiss withholding tax and, except for any cash received in lieu of fractional shares, U.S. federal income tax purposes. Immediately after the Transactions (as defined below), we will be an independent, publicly-traded company that will own and operate the combined businesses of Tyco Flow Control and Pentair. We expect that Tyco Flow Control will apply to have its common shares listed on the New York Stock Exchange (the “NYSE”) under the symbol “PNR,” which is Pentair’s current trading symbol, and that prior to the Distribution, Tyco Flow Control will change its corporate name to “Pentair Ltd.” Approval of certain matters required for the Distribution is being sought from the holders of Tyco common shares at a special general meeting of Tyco’s shareholders to be held at on , 2012 in , Switzerland. In connection with and prior to the special general meeting, Tyco will distribute a proxy statement, which we refer to as the “Tyco Proxy Statement,” to all holders of its common shares. The Tyco Proxy Statement will contain a proxy and will describe the procedures for voting your Tyco common shares and other details regarding the special general meeting. As a result, this Prospectus does not contain a proxy and is not intended to constitute solicitation material under the U.S. federal securities law. Tyco does not require, and is not seeking, the approval of its shareholders for the Merger, but the Merger will not take place unless Tyco’s shareholders approve the Distribution at the special general meeting as described immediately above. Pentair is seeking the approval of its shareholders for the Merger, and approval by Pentair shareholders of the Merger is required for the Transactions to take place. By the time that you receive this document in completed form, the Distribution and certain related matters will have been approved by Tyco’s shareholders, the Merger will have been approved by Pentair’s shareholders and certain other conditions to the Transactions will have been satisfied. However, because this document must be filed with the Securities and Exchange Commission (the “SEC”) prior to the completion of those steps, the descriptions contained in this document are written from the perspective that they have not yet occurred. Other than shareholder approval of the Distribution, no action will be required of you to receive common shares of Tyco Flow Control, which means that: • you will not be required to pay for our common shares that you receive in the Distribution; and • you do not need to surrender or exchange any of your Tyco shares in order to receive our common shares, or take any other action in connection with the spin-off.
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