UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) February 22, 2011
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UNISYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(Registrant's telephone number, including area code)
N/A
_______________________________________________________________________________
(Former name or former address, if changed since last report)
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:
\ \ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
\ \ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
\ \ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
\ \ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On February 22, 2011, Unisys Corporation (the "Company") issued a press
release announcing that it intends to issue 2,250,000 shares of Mandatory
Convertible Preferred Stock (2,587,500 shares if the underwriters exercise
their option to purchase additional shares in full) in a registered public
offering. The Company intends to use the net proceeds from the offering to
redeem (the "Redemption") a portion of the Company's outstanding 12 3/4% Senior
Secured Notes due 2014 and 14 1/4% Senior Secured Notes due 2015 (the "Notes").
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As disclosed in a separate press release also issued on February 22,
2011, the Company announced that it is commencing a cash tender offer to
purchase a portion of the Notes. The maximum aggregate consideration for the
Notes purchased in the tender offer, excluding accrued and unpaid interest,
will not exceed $220 million. Holders of Notes will not be able to tender in
the tender offer any Notes selected by The Depositary Trust Company to be
redeemed in the Redemption. The tender offer is being made pursuant to an
offer to purchase dated February 22, 2011 and a related letter of transmittal,
which together more fully set forth the terms and conditions of the tender
offer. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
This Current Report on Form 8-K is not an offer to sell or a
solicitation of an offer to buy the Mandatory Convertible Preferred Stock or
any other security nor is it an offer to purchase or a solicitation of an offer
to sell any of the Notes or any other security.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 99.1 Press Release issued February 22, 2011 announcing an offering
of Mandatory Convertible Preferred Stock.
Exhibit 99.2 Press Release issued February 22, 2011 announcing a cash
tender offer.
SIGNATURE
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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.
UNISYS CORPORATION
(Registrant)
Date: February 22, 2011 By: /s/ Janet B. Haugen
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Janet B. Haugen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
No.
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99.1 Press Release issued February 22, 2011 announcing an offering of
Mandatory Convertible Preferred Stock.
99.2 Press Release issued February 22, 2011 announcing a cash tender offer.