UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 14, 2008
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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)
Unisys Way,
Blue Bell, Pennsylvania 19424
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
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(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 (see General Instruction A.2. below):
[ ] 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 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Ernst & Young LLP
On March 14, 2008, the Audit Committee of the Board of Directors of
Unisys Corporation (the "Company") dismissed Ernst & Young LLP ("Ernst & Young")
as the Company's independent registered public accounting firm.
The audit reports of Ernst & Young on the consolidated financial
statements of the Company for the years ended December 31, 2007 and 2006 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. During the
Company's two most recent fiscal years ended December 31, 2007 and 2006 and
from January 1, 2008 through March 14, 2008, there were no disagreements with
Ernst & Young on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Ernst & Young's satisfaction, would have caused Ernst & Young
to make reference to the subject matter of such disagreements in connection
with its reports on the financial statements for such periods.
During the Company's two most recent fiscal years ended December 31,
2007 and 2006 and from January 1, 2008 through March 14, 2008, there were no
reportable events (as defined in Regulation S-K Item 304 (a)(1)(v)), except
that as of December 31, 2007,the Company's internal control over financial
reporting was not effective due to the existence of a material weakness as more
fully described in Item 9A of the Company's Annual Report on Form 10-K for the
year ended December 31, 2007. The Company concluded that a material weakness in
internal control over financial reporting existed related to its control
environment because the Company did not have a sufficient number of personnel
with an appropriate level of U.S. GAAP knowledge and experience commensurate
with its financial reporting requirements.
The Company is currently in the process of remediating this material
weakness. The Company has authorized Ernst & Young to respond fully to
inquiries of the Company's new independent registered public accounting firm
concerning the material weakness.
The Company has provided Ernst & Young with a copy of this Form 8-K
prior to its filing with the Securities and Exchange Commission ("SEC"). The
Company requested Ernst & Young to furnish the Company with a letter addressed
to the SEC stating whether or not it agrees with the above statements. A copy
of Ernst & Young's letter, dated March 20, 2008, is attached hereto as Exhibit
16 to this Form 8-K.
(b) Engagement of KPMG LLP
On March 19, 2008, the Audit Committee engaged KPMG LLP ("KPMG") as the
independent registered public accounting firm to audit the Company's financial
statements for the fiscal year ending December 31, 2008. The Company did not,
nor did anyone on its behalf, consult KPMG during the Company's two most recent
fiscal years and any subsequent interim period prior to the Company's
engagement of that firm regarding the application of accounting principles to a
specified transaction (completed or proposed), the type of audit opinion that
might be rendered on the Company's financial statements, any matter being the
subject of disagreement or "reportable event" or any other matter as defined in
Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
Item 9.01. Exhibits.
(c) Exhibits.
Exhibit No. Description
16 Letter dated March 20, 2008 to the Securities and Exchange Commission
from Ernst & Young LLP.
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
Date: March 20, 2008 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. Description
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16 Letter dated March 20, 2008 to the Securities and Exchange
Commission from Ernst & Young LLP.
March 20, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Gentlemen: We have read Item 4.01 of Form 8-K dated March 20, 2008 of Unisys Corporation and are in agreement with the statements contained in the paragraphs 2, 3 and 5. We have no basis to agree or disagree with other statements of the registrant contained therein. With respect to paragraph 6 we have no basis to agree or disagree. However, we understand that on two separate occasions senior executives of the Company met with representatives of KPMG LLP, including KPMG LLP's National Office, in the fall of 2007 to discuss revenue recognition matters. Regarding the registrant's statement concerning the lack of internal control to prepare financial statements, included in the third paragraph therein, we had considered such matter in determining the nature, timing and extent of procedures performed in our audit of the registrant's 2007 financial statements. /s/ Ernst & Young LLP