UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2012 (July 12, 2012)

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

001-13836

(Commission File Number)

Freier Platz 10

CH-8200 Schaffhausen, Switzerland

(Address of Principal Executive Offices, including Zip Code)

41-52-633-02-44

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2012, upon the recommendation of the Compensation and Human Resources Committee (the “Compensation Committee”) and in connection with the proposed separation of the Company into three independent publicly-traded companies (the “Separation”), the Board of Directors of Tyco International, Ltd. (the “Company”) approved the conversion of all outstanding performance share units of the Company into restricted stock units based on performance achieved through the end of the Company’s third fiscal quarter (June 29, 2012). The restricted stock units that result from the conversion of such performance share units will be subject to the same vesting provisions that applied to the performance share awards prior to conversion (generally, three-year cliff vesting from date of grant). Each performance share unit will convert into a number of restricted stock units at a ratio to be determined by the Compensation Committee based on its review and certification of performance results in August 2012. Upon vesting of the resulting restricted stock units, each award will be settled in stock.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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