As filed with the Securities and Exchange Commission on November 26, 2008
Registration No. __________
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)
UNISYS SAVINGS 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
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [x] Accelerated filer []
Non-Accelerated filer [] Smaller reporting company []
(Do not check if a smaller reporting company)
=================================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
- -------------------------------------------------------------------------------------------------
Common Stock, 10,000,000 $0.45 $4,500,000 $176.85
par value $.01 shares
per share
=================================================================================================
(1) No more than 5,000,000 of the shares being registered hereby will be
newly issued shares of Unisys Corporation. Such shares will be issued as
company matching contributions under the Unisys Savings Plan. The remaining
shares represent shares that are currently outstanding and that the company
anticipates will be purchased in the open market by the Plan's trustee on
behalf of Plan participants who elect to invest in the Unisys Common Stock
Fund offered under the Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 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
November 20, 2008, as reported on the New York Stock Exchange.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Unisys Savings Plan.
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 Unisys
Savings Plan (the "Plan"). A Registration Statement on Form S-8
(No. 333-142695) (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 Registered Public
Accounting Firm
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 November 26, 2008.
UNISYS CORPORATION
By: /s/ J. Edward Coleman
-----------------------
J. Edward Coleman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
J. Edward Coleman, Janet Brutschea Haugen, Nancy Straus Sundheim and Scott A.
Battersby, 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 November 26, 2008.
Signature Title
- --------- -----
/s/ J. Edward Coleman Chairman of the Board, Chief
- ----------------------- Executive Officer (principal
J. Edward Coleman executive officer) and Director
/s/ Janet Brutschea Haugen Senior Vice President and Chief
- -------------------------- Financial Officer (principal
Janet Brutschea Haugen financial officer)
/s/ Scott Hurley Vice President and Corporate
- ---------------------- Controller (principal accounting
Scott Hurley officer)
Page 4
/s/ Henry C. Duques Lead Director
- -------------------
Henry C. Duques
/s/ J.P. Bolduc Director
- ---------------
J.P. Bolduc
/s/ Craig A. Conway Director
- -------------------
Craig A. Conway
/s/ James J. Duderstadt Director
- ------------------------
James J. Duderstadt
/s/ Matthew J. Espe Director
- ----------------------
Matthew J. Espe
/s/ Denise K. Fletcher Director
- ----------------------
Denise K. Fletcher
/s/ Edwin A. Huston Director
- -------------------
Edwin A. Huston
/s/ Clayton M. Jones Director
- ----------------------
Clayton M. Jones
/s/ Leslie F. Kenne Director
- ----------------------
Leslie F. Kenne
Clay B. Lifflander Director
- ------------------
Clay B. Lifflander
/s/ Theodore E. Martin Director
- ----------------------
Theodore E. Martin
Charles B. McQuade Director
- ------------------
Charles B. McQuade
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 Registered Public
Accounting Firm
23.2 Consent of counsel (included in opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
November 26, 2008
Unisys Corporation
Unisys Way
Blue Bell, PA 19424
Re: Unisys Corporation Registration Statement on Form S-8 relating to the
Unisys Savings 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 Unisys Savings Plan (the
"Plan"). No more than 5,000,000 of the Shares will be newly issued shares,
issued as company matching contributions under the Plan (the "Newly Issued
Shares"). The remaining Shares represent shares of the Company's Common Stock
that are currently outstanding and that the Company anticipates will be
purchased in the open market by the Plan's trustee on behalf of Plan
participants who elect to invest in the Unisys Common Stock Fund offered under
the Plan (the "Outstanding Shares").
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
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 Outstanding Shares are and the Newly Issued 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 Newly
Issued 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, including
this exhibit, 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 Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Unisys Savings Plan of Unisys Corporation of our reports dated February 28, 2008, with respect to the consolidated financial statements of Unisys Corporation and the effectiveness of internal control over financial reporting of Unisys Corporation, incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2007 and the financial statement schedule of Unisys Corporation included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania November 26, 2008