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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) July 13, 2009
_______________________________________________________________________________
UNISYS CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_______________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(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:
\ \ 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 2.02. Results of Operations and Financial Condition.
On July 13, 2009, Unisys Corporation issued a news release providing a
preliminary view of selected financial results for the quarter ended June 30,
2009 and announcing the price at which its common stock will be issued in
connection with the exchange offers and consent solicitations it announced on
June 30, 2009. The release is filed as Exhibit 99 to this Current Report.
The information in this Current Report, including the Exhibit attached
hereto, shall be deemed "filed" for purposes of the Securities Exchange Act of
1934, as amended, and shall be deemed incorporated by reference into the
company's filings under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
99 News Release, dated July 13, 2009, of Unisys Corporation
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: July 13, 2009 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 News Release, dated July 13, 2009, of Unisys Corporation.
Exhibit 99
News Release
Investor Contact:
Jack McHale, 215-986-6050
Jack.McHale@unisys.com
Media Contact:
Jim Kerr, 215-986-5795
Jim.Kerr@unisys.com
UNISYS PROVIDES PRELIMINARY SECOND-QUARTER 2009 FINANCIAL RESULTS AND ANNOUNCES
PRICE AT WHICH COMMON STOCK WILL BE ISSUED IN PRIVATE DEBT EXCHANGE OFFERS
BLUE BELL, Pa., July 13, 2009 - Unisys Corporation (NYSE: UIS) today provided a
preliminary view of selected second-quarter 2009 financial results. The company
currently expects:
* Revenue in the $1.09 to $1.14 billion range, which is a decline from second-
quarter 2008 revenue of $1.34 billion. Foreign exchange rates had an
approximately 8 percentage-point negative impact on the year-over-year revenue
comparison;
* Profit before tax in the $30 to $55 million range compared to a pre-tax loss
of $5.0 million in the year-ago quarter;
* Approximately $475 million of cash on hand at the end of the quarter, which
includes a benefit of approximately $25 million from favorable foreign currency
translation in the current quarter;
* A substantial decline in services orders versus a year ago, reflecting the
continued weak demand environment.
As previously announced, Unisys will release its second-quarter 2009 results on
Tuesday, July 28 before the opening of trading on the New York Stock Exchange.
Unisys also announced today that in connection with the exchange offers and
consent solicitations it announced on June 30, 2009, the per share price at
which its common stock will be issued in the exchange offers is $1.5554. As
previously disclosed, this price was calculated based on the volume-weighted
average price of the common stock, as displayed under the heading "Bloomberg
VWAP" on Bloomberg page "UIS US VWAP", in respect of the ten trading
day period ending on and including July 8, 2009. In the exchange offers, Unisys
is offering to exchange new secured notes, cash and shares of the company's
common stock for existing senior notes.
As previously disclosed, tendered notes may not be withdrawn after 5:00 p.m.,
New York City time, on July 14, 2009, and the exchange offers expire at
midnight, New York City time, on July 28, 2009, in each case, unless extended.
The terms and conditions of the exchange offers and consent solicitations are
set forth solely in the confidential offering circular and consent solicitation
statement dated June 30, 2009 (the "Offering Circular") relating to the
exchange offers and the consent solicitations and the accompanying letter of
transmittal and consent (together with the Offering Circular, the "Offering
Documents"). Offering Documents are being distributed only to holders of senior
notes who complete a form confirming that they are within the category of
eligible holders for these private offers. The exchange offers and consent
solicitations are made only by, and pursuant to, the terms set forth in the
Offering Circular, and the information in this press release is qualified by
reference to the Offering Documents. Subject to applicable law, Unisys may
amend, extend or terminate any of the exchange offers and any of the consent
solicitations.
The exchange offers are being made, and the new secured notes and common stock
are being offered and issued within the United States only to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), and outside the United States to non-U.S.
investors. The new secured notes and the common stock being offered have not
been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. The Company plans to enter into a registration rights agreement
pursuant to which certain holders of the common stock will be granted certain
registration rights. This press release does not constitute a solicitation of
an offer to buy or an offer to sell senior notes, new secured notes or common
stock subject to the exchange offers in any jurisdiction.
ABOUT UNISYS
Unisys is a worldwide information technology company. We provide a portfolio of
IT services, software, and technology that solves critical problems for clients.
We specialize in helping clients secure their operations, increase the
efficiency and utilization of their data centers, enhance support to their end
users and constituents, and modernize their enterprise applications. To provide
these services and solutions, we bring together offerings and capabilities in
outsourcing services, systems integration and consulting services,
infrastructure services, maintenance services, and high-end server technology.
With more than 26,000 employees, Unisys serves commercial organizations and
government agencies throughout the world. For more information, visit
www.unisys.com.
FORWARD-LOOKING STATEMENTS
Any statements contained in this press release that are not historical facts
are forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to,
any statements of the Company's plans, strategies or objectives for future
operations; statements regarding future economic conditions or performance; and
any statements of belief or expectation. All forward-looking statements rely on
assumptions and are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. The company's
preliminary results announced in this press release are based on preliminary
information about the second quarter of 2009 and are subject to revision.
Although the quarter is now completed, the company is still in the early stages
of its standard financial reporting closing procedures. Accordingly, as the
company completes its normal quarter-end closing and review processes, actual
results could differ materially from the company's preliminary view. In
addition, there can be no assurance that the exchange offers and the consent
solicitations will be completed, either because the minimum tender conditions
to complete the transaction may not be satisfied, or otherwise. Factors that
could affect the Company's future results include: the Company's ability to
refinance its debt; the economic and business environment; the Company's
ability to access external credit markets; the Company's significant pension
obligations; the success of the Company's turnaround program; aggressive
competition in the information services and technology marketplace; volatility
and rapid technological change in the Company's industry; the Company's ability
to retain significant clients; the Company's ability to grow outsourcing; the
Company's ability to drive profitable growth in consulting and systems
integration; market demand for the Company's high-end enterprise servers and
maintenance on these servers; the risk that the Company's contracts may not be
as profitable as expected or provide the expected level of revenues and that
contracts with U.S. governmental agencies may be subject to audits, criminal
penalties, sanctions and other expenses and fines; the risk that the Company
may face damage to its reputation or legal liability if its clients are not
satisfied with its services or products; the performance and capabilities of
third parties with whom the Company has commercial relationships; the risks of
doing business internationally; the business and financial risk in implementing
future dispositions or acquisitions; the potential for infringement claims to
be asserted against the Company or its clients and the possibility that pending
litigation could affect the Company's results of operations or cash flow.
Additional discussion of these and other factors that could affect Unisys'
future results is contained in its periodic filings with the Securities and
Exchange Commission. Unisys assumes no obligation to update any forward-looking
statements.
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RELEASE NO.: 0713/9004
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.