10-Q/A 1 d404553d10qa.htm AMENDMENT TO FORM 10-Q Amendment to Form 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

 

 

 

    x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 29, 2012

or

 

    ¨     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

333-181250

(Commission File Number)

 

 

PENTAIR LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

Switzerland
   98-1050812

(Jurisdiction

of Incorporation)

  

(I.R.S. Employer

Identification Number)

Freier Platz 10, CH-8200 Schaffhausen, Switzerland

(Address of registrant’s principal executive office)

41-52-633-02-44

(Registrant’s telephone number)

Tyco Flow Control Ltd.

(Former name)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of June 29, 2012, there were 120,000,000 common shares of the issuer outstanding, all of which were held directly or indirectly by Tyco International Ltd.

 

 

 

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended June 29, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on September 17, 2012 (the “Original Filing Date”), for the sole purpose of furnishing Exhibit 101 pursuant to Rule 405 of Regulation S-T.

This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q. No other changes have been made to the Form 10-Q.

PART II. OTHER INFORMATION

Item 6. Exhibits

 

Exhibit
Number

   

Exhibit

  2.1    Merger Agreement among Tyco International Ltd., Tyco Flow Control International Ltd., Panthro Acquisition Co., Panthro Merger Sub, Inc. and Pentair, Inc. (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 filed on May 8, 2012).
  2.2    Separation and Distribution Agreement by and among Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation. (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 on May 8, 2012).
  2.3    Amendment No. 1 to the Merger Agreement among Tyco International Ltd., Tyco Flow Control International Ltd., Panthro Acquisition Co., Panthro Merger Sub, Inc. and Pentair, Inc. (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 on July 26, 2012).
  2.4    Amendment No. 1 to the Separation and Distribution Agreement by and among Tyco International Ltd., Tyco Flow Control International Ltd. and the ADT Corporation (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 on July 26, 2012).
  3.1*    Articles of Association of Pentair Ltd. (f/k/a Tyco Flow Control International Ltd.)
  3.2*    Organizational Regulations of Pentair Ltd. (f/k/a Tyco Flow Control International Ltd.)
  3.3    Form of Common Share Certificate of Tyco Flow Control International Ltd., par value CHF 0.50 per share (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 on July 18, 2012).
10.1    Form of 2012 Tax Sharing Agreement among Tyco International Ltd., Tyco Flow Control International Ltd. and The ADT Corporation (incorporated by reference to Exhibit 2.1 to Tyco Flow Control International Ltd.’s Registration Statement on Form S-1 on July 18, 2012).
31.1*    Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*    Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*    Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101    Interactive Data File
   101.INS XBRL Instance Document
   101.SCH XBRL Taxonomy Schema
   101.CAL XBRL Taxonomy Calculation Linkbase
   101.DEF XBRL Taxonomy Definition Linkbase
   101.LAB XBRL Taxonomy Label Linkbase
   101.PRE XBRL Taxonomy Presentation Linkbase

 

* Previously filed with the Quarterly Report on Form 10-Q for the quarter ended June 29, 2012, filed September 17, 2012.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PENTAIR LTD.  
  By:  

/s/ John L. Stauch

  
    John L. Stauch  
    Executive Vice President and Chief Financial Officer  
Date: October 17, 2012      
  By:  

/s/ Mark C. Borin

  
    Mark C. Borin  
    Corporate Controller and Chief Accounting Officer