As filed with the Securities and Exchange Commission on July 25, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0387840
(State of Incorporation) (I.R.S. Employer Identification No.)
Unisys Way
Blue Bell, Pennsylvania 19424
(215) 986-4011
(Address of principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
NANCY STRAUS SUNDHEIM
Senior Vice President,
General Counsel and Secretary
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
(215) 986-4008
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered per Share (1) Price (1) Fee
- -------------------------------------------------------------------------------------------------
Common Stock, 10,000,000 $12.21 $122,100,000 $9,890.10
par value $.01 shares
per share (2)
=================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
July 23, 2003, as reported on the New York Stock Exchange.
(2) Includes Preferred Share Purchase Rights ("Rights"). The Rights are
associated with and trade with the Common Stock. The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.
Page 2
INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering
10,000,000 additional shares of Common Stock, par value $.01 per share, of
Unisys Corporation (the "Company") for use in connection with the Company's
Employee Stock Purchase Plan (the "Plan"). A Registration Statement on Form
S-8 (No. 333-56036) (the "Prior Registration Statement") relating to the Plan
is effective. Accordingly, in accordance with General Instruction E to Form
S-8, the Company incorporates by reference herein the contents of the Prior
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description
5 Opinion of Nancy Straus Sundheim, Esq. as to the legality
of the shares of Common Stock covered by the Registration
Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of counsel (included in opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
Page 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Whitpain, Commonwealth of
Pennsylvania, on July 24, 2003.
UNISYS CORPORATION
By:/s/Lawrence A. Weinbach
-----------------------
Lawrence A. Weinbach
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Janet Brutschea Haugen, Nancy Straus Sundheim, and Lawrence A. Weinbach,
and each of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and agent in
his or her name, place and stead, to execute in the name and on behalf of
such person, individually and in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all such things in
his or her name and on his or her behalf in his or her respective capacities
as officers or directors of Unisys Corporation to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 24, 2003.
Signature Title
- --------- -----
/s/ Lawrence A. Weinbach Chairman, President and Chief
- ------------------------- Executive Officer (principal
Lawrence A. Weinbach executive officer) and Director
/s/ Janet B. Haugen Senior Vice President and Chief
- ----------------------------- Financial Officer (principal
Janet B. Haugen financial officer)
/s/ Carol S. Sabochick Vice President and Corporate
- ---------------------- Controller (principal accounting
Carol S. Sabochick officer)
Page 4
/s/ J.P. Bolduc Director
- ---------------
J.P. Bolduc
/s/ James J. Duderstadt Director
- ------------------------
James J. Duderstadt
/s/ Henry C. Duques Director
- -------------------
Henry C. Duques
/s/ Denise K. Fletcher Director
- ----------------------
Denise K. Fletcher
/s/ Gail D. Fosler Director
- ------------------
Gail D. Fosler
/s/ Melvin R. Goodes Director
- --------------------
Melvin R. Goodes
/s/ Edwin A. Huston Director
- -------------------
Edwin A. Huston
Director
- --------------------
Kenneth A. Macke
/s/ Theodore E. Martin Director
- ----------------------
Theodore E. Martin
Page 5
EXHIBIT INDEX
Exhibit
No.
- -------
5 Opinion of Nancy Straus Sundheim, Esq. as to the legality
of the shares of Common Stock covered by the Registration
Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of counsel (included in opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
July 24, 2003
Unisys Corporation
Unisys Way
Blue Bell, PA 19424
Re: Unisys Corporation Registration Statement on Form S-8 relating to the
Employee Stock Purchase Plan
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of Unisys
Corporation, a Delaware corporation (the "Company"), and am rendering this
opinion in connection with the registration of an additional 10,000,000
shares (the "Shares") of the Company's Common Stock, par value $.01 per
share, on a registration statement on Form S-8 (the "Registration Statement")
filed pursuant to the Securities Act of 1933, as amended (the "Act"). The
Shares will be offered and sold pursuant to the Company's Employee Stock
Purchase Plan (the "Plan").
I have reviewed the Registration Statement, the Company's Certificate of
Incorporation and By-laws and such corporate records and other documents and
have made such investigations of law as I have deemed appropriate for the
purposes of giving the opinion hereinafter expressed.
Based upon the foregoing and subject to the limitations set forth below, I am
of the opinion that the Shares will be, when issued in accordance with the
terms of the Plan, validly issued, fully paid and non-assessable.
With respect to the opinion set forth above, I have assumed that the
consideration to be received by the Company upon the issuance of any Shares
will be at least equal to the par value of such Shares.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that
I am an expert with respect to any part of the Registration Statement within
the meaning of the term "expert" as used in the Act or the rules and
regulations issued thereunder.
This opinion is limited to the General Corporation Law of the State of
Delaware.
Very truly yours,
Nancy Straus Sundheim
Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Employee Stock Purchase Plan of Unisys Corporation of our report dated January 21, 2003, with respect to the consolidated financial statements of Unisys Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2002 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania July 23, 2003