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) June 30, 2009
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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
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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 7.01. Regulation FD Disclosure.
On June 30, 2009, Unisys Corporation (the "Company") commenced private
exchange offers and related consent solicitations with respect to certain of
its outstanding debt securities. The Company is disclosing under Item 7.01 of
this Current Report on Form 8-K the information included as Exhibit 99.1 which
information is incorporated by reference herein. This information, some of
which has not been previously reported, is excerpted from a confidential
offering circular and consent solicitation statement that is being disseminated
in connection with the exchange offers and the consent solicitations.
The Company is furnishing the information in this Current Report on
Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933,
as amended, or the Exchange Act, whether made before or after the date hereof
and regardless of any general incorporation language in such filings, except
to the extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Recent Developments from Offering Circular Summary from the
Offering Circular dated June 30, 2009.
SIGNATURES
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
(Registrant)
By: /s/ Nancy Straus Sundheim
-------------------------
Name: Nancy Straus Sundheim
Title: Senior Vice President,
General Counsel and
Secretary
Date: June 30, 2009
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
Exhibit 99.1 Recent Developments from Offering Circular Summary
from the Offering Circular dated June 30, 2009.
Exhibit 99.1
RECENT DEVELOPMENTS
At our annual stockholders meeting on May 28, 2009, our stockholders
approved a proposal to amend our restated certificate of incorporation to
effectuate a reverse stock split at a reverse split ratio of between 1-for-5
and 1-for-20, which ratio will be selected by our board of directors, and to
decrease the number of authorized shares of our Common Stock on a basis
proportional to the reverse stock split ratio approved by the board. Our
board, in its discretion, may elect, at any time prior to next year's annual
meeting of stockholders, to effect any reverse split ratio within the range
set forth above, or none of them if the board determines in its discretion
not to proceed with the reverse stock split.