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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 6, 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)
N/A
_______________________________________________________________________________
(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:
\ \ 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 8.01. Other Events.
On October 6, 2009, Unisys Corporation issued a news release announcing
that its Board of Directors has approved a one-for-ten reverse stock split of
Unisys common stock. The company anticipates the stock split will be effective
on or about October 26, 2009. Unisys stockholders authorized the Board of
Directors to approve a reverse stock split at a ratio of between one-for-five
and one-for-twenty at the company's 2009 Annual Meeting in May. The company's
news release is filed as Exhibit 99 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
99 News Release, dated October 6, 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: October 6, 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 October 6, 2009, of Unisys Corporation
News Release Investor Contact: Niels Christensen, 215-986-6651 Niels.christensen@unisys.com Media Contact: Jim Kerr, 215-986-5795 Jim.Kerr@unisys.com UNISYS BOARD APPROVES ONE-FOR-TEN REVERSE STOCK SPLIT BLUE BELL, Pa., October 6, 2009 - Unisys Corporation (NYSE: UIS) today announced that its Board of Directors has approved a one-for-ten reverse stock split of Unisys common stock. The company anticipates the stock split will be effective on or about October 26, 2009. Unisys stockholders had authorized the Board of Directors to approve a reverse stock split at a ratio of between one- for-five and one-for-twenty at the company's 2009 Annual Meeting in May. When the reverse stock split becomes effective, every ten shares of issued and outstanding Unisys common stock will automatically be combined into one issued and outstanding share of common stock without any change in the par value of the shares. The number of authorized shares of the company's common stock will also be proportionately reduced from 720 million to 72 million. No fractional shares will be issued in connection with the reverse stock split. Following the completion of the reverse stock split, the company's transfer agent will aggregate all of the fractional shares that otherwise would have been issued as a result of the reverse stock split and sell those shares. Stockholders who would otherwise hold a fractional share of the company's common stock will receive a cash payment in lieu of such fractional share equal to their pro rata share of the proceeds received by the transfer agent from such sale. 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. There can be no assurance that the reverse stock split will be completed by the anticipated effective date. 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.