As filed with the Securities and Exchange Commission on July 9, 2012
Registration No. 001–35502
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
The ADT Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 45-4517261 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
1501 Yamato Road
Boca Raton, Florida, 33431
(561) 988-3600
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
With copies to:
| Judith A. Reinsdorf, Esq. Executive Vice President and General Counsel Tyco International Management Company, LLC 9 Roszel Road Princeton, New Jersey 08540 (609) 720-4200 |
Alan M. Klein, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
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 stock, par value $0.01 per share |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ |
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,” “Cautionary Statement Concerning Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Certain Relationships and Related Party Transactions” of the Information Statement filed as Exhibit 99.1 to this Form 10 (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—Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data” 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—Facilities and Equipment” 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 Certain Beneficial Owners and Management” 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 “Compensation of Executive Officers” of the Information Statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management” and “Certain Relationships and Related Party Transactions” 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.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Compensation of Executive Officers” and “Description of Our Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
Not applicable.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the sections “Risk Factors—Risks Relating to Our Common Stock and the Securities Market,” “Dividend Policy” and “Description of Our Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions—Agreements with Tyco—ADT Separation and Distribution Agreement—Indemnification” and “Description of Our Capital Stock—Limitation of Liability and Indemnification” of the Information Statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Unaudited Pro Forma Condensed Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein 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.
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement with respect to ADT Distribution, between Tyco International Ltd. and The ADT Corporation | |
| 2.2** | Separation and Distribution Agreement with respect to Tyco Flow Control Distribution, dated as of March 27, 2012, among Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation | |
| 3.1 | Form of Certificate of Incorporation of The ADT Corporation | |
| Exhibit |
Exhibit Description | |
| 3.2 | Form of By-Laws of The ADT Corporation | |
| 10.1 | Form of Transition Services Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.2 | Form of Transition Services Agreement between Tyco Integrated Security Canada, Inc. and ADT Security Services Canada, Inc. | |
| 10.3 | Form of Tax Sharing Agreement between Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation | |
| 10.4 | Form of Non-Income Tax Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.5 | Form of Patent Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.6 | Form of Trademark Ownership Agreement among Tyco International Ltd., ADT Services AG and The ADT Corporation | |
| 10.7 | Form of Monitoring Agreement between Tyco Integrated Security, Inc. and ADT LLC | |
| 10.8 | Form of Monitoring Agreement between ADT Security Services Canada, Inc. and Tyco Integrated Security Canada, Inc. | |
| 10.9 |
Form of Guard Service Agreement between ADT Security Services Canada, Inc. and Intercon Security Limited | |
| 10.10 | Form of Guard Service Agreement between ADT Holdings Inc. and Tyco Integrated Security LLC | |
| 10.11 | Form of Master Supply Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.12 | Form of Sublease Agreement | |
| 10.13 | Form of Consulting Agreement between The ADT Corporation and Edward D. Breen | |
| 10.14 | Indenture, dated as of July 5, 2012, between The ADT Corporation and Wells Fargo Bank, National Association | |
| 10.15 | First Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.16 | Second Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.17 | Third Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.18 | Exchange and Registration Rights Agreement, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and the purchasers identified therein | |
| 10.19 | Five Year Senior Unsecured Revolving Credit Agreement, dated as of June 22, 2012, among The ADT Corporation, Tyco International Ltd., the lender parties thereto and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as bookrunners and lead arrangers | |
| 21.1 | List of subsidiaries of The ADT Corporation | |
| 99.1 | Preliminary Information Statement of The ADT Corporation, subject to completion, dated July 9, 2012. | |
| * | To be filed by amendment. |
| ** | Previously filed. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| The ADT Corporation | ||
| By: | /S/ NAREN GURSAHANEY | |
| Name: | Naren Gursahaney | |
| Title: | Chief Executive Officer | |
Dated: July 9, 2012
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement with respect to ADT Distribution, between Tyco International Ltd. and The ADT Corporation | |
| 2.2** | Separation and Distribution Agreement with respect to Tyco Flow Control Distribution, dated as of March 27, 2012, among Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation | |
| 3.1 | Form of Certificate of Incorporation of The ADT Corporation | |
| 3.2 | Form of By-Laws of The ADT Corporation | |
| 10.1 | Form of Transition Services Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.2 | Form of Transition Services Agreement between Tyco Integrated Security Canada, Inc. and ADT Security Services Canada, Inc. | |
| 10.3 | Form of Tax Sharing Agreement between Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation | |
| 10.4 | Form of Non-Income Tax Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.5 | Form of Patent Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.6 | Form of Trademark Ownership Agreement among Tyco International Ltd., ADT Services AG and The ADT Corporation | |
| 10.7 | Form of Monitoring Agreement between Tyco Integrated Security, Inc. and ADT LLC | |
| 10.8 | Form of Monitoring Agreement between ADT Security Services Canada, Inc. and Tyco Integrated Security Canada, Inc. | |
| 10.9 | Form of Guard Service Agreement between ADT Security Services Canada, Inc. and Intercon Security Limited | |
| 10.10 | Form of Guard Service Agreement between ADT Holdings Inc. and Tyco Integrated Security LLC | |
| 10.11 | Form of Master Supply Agreement between Tyco International Ltd. and The ADT Corporation | |
| 10.12 | Form of Sublease Agreement | |
| 10.13 | Form of Consulting Agreement between The ADT Corporation and Edward D. Breen | |
| 10.14 | Indenture, dated as of July 5, 2012, between The ADT Corporation and Wells Fargo Bank, National Association | |
| 10.15 | First Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.16 | Second Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.17 | Third Supplemental Indenture, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association | |
| 10.18 | Exchange and Registration Rights Agreement, dated as of July 5, 2012, among The ADT Corporation, Tyco International Ltd. and the purchasers identified therein | |
| 10.19 | Five Year Senior Unsecured Revolving Credit Agreement, dated as of June 22, 2012, among The ADT Corporation, Tyco International Ltd., the lender parties thereto and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as bookrunners and lead arrangers | |
| 21.1 | List of subsidiaries of The ADT Corporation | |
| 99.1 | Preliminary Information Statement of The ADT Corporation, subject to completion, dated July 9, 2012. | |
| * | To be filed by amendment. |
| ** | Previously filed. |