UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 1)1
Unisys
Corporation
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
909214108
(CUSIP
Number)
Warren G.
Lichtenstein
Steel
Partners II, L.P.
590
Madison Avenue, 32nd Floor
New York,
New York 10022
(212)
520-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October 9,
2008
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,779,847
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
24,779,847
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,779,847
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,779,847
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
24,779,847
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,779,847
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,779,847
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
24,779,847
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,779,847
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,779,847
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
24,779,847
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,779,847
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. 909214108
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
24,779,847
|
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
24,779,847
|
||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,779,847
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 909214108
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the
undersigned (“Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item 3 is
hereby amended and restated to read as follows:
The
aggregate purchase price of the 24,779,847 Shares owned by Steel Partners II is
approximately $90,517,938 including brokerage commissions. The Shares
owned by Steel Partners II were acquired with partnership funds.
Steel
Partners II effects purchases of securities primarily through margin accounts
maintained for it with prime brokers, which may extend margin credit to it as
and when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and the prime
brokers’ credit policies. In such instances, the positions held in
the margin accounts are pledged as collateral security for the repayment of
debit balances in the accounts.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 359,564,203 Shares outstanding, which is the total number of Shares
outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the
quarter ended June 30, 2008 filed with the Securities and Exchange Commission on
August 7, 2008.
As of the
close of business on October 13, 2008, Steel Partners II beneficially owned
24,779,847 Shares, constituting approximately 6.9% of the Shares
outstanding. By virtue of their relationships with Steel Partners II
discussed in further detail in Item 2, each of Steel GP LLC, Steel Master,
Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the
Shares owned by Steel Partners II.
Item 5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the
Reporting Persons since the filing of the initial Schedule 13D. All
of such transactions were effected in the open market.
7
CUSIP
NO. 909214108
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
Dated: October
14, 2008
|
STEEL
PARTNERS II, L.P.
|
||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
8
CUSIP
NO. 909214108
SCHEDULE
A
Transactions in the
Securities of the Issuer Since the Filing of the Initial Schedule
13D
|
Class
of
Security
|
Securities
Purchased
|
Price
Per
Share ($)
|
Date
of
Purchase
|
STEEL PARTNERS II,
L.P.
|
Common
Stock
|
10,000
|
2.3473
|
10/03/08
|
|
|
Common
Stock
|
2,356,531
|
2.0498
|
10/07/08
|
|
|
Common
Stock
|
1,100,000
|
1.9447
|
10/08/08
|
|
|
Common
Stock
|
1,200,000
|
1.8989
|
10/09/08
|
|
|
Common
Stock
|
632,206
|
1.5480
|
10/10/08
|
STEEL PARTNERS II GP
LLC
None
STEEL PARTNERS II MASTER
FUND L.P.
None
STEEL PARTNERS
LLC
None
WARREN G.
LICHTENSTEIN
None
9