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) February 22, 2011
_______________________________________________________________________________
UNISYS CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_______________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
_______________________________________________________________________________
(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 February 22, 2011, Unisys Corporation (the "Company") issued a press
release announcing that it intends to issue 2,250,000 shares of Mandatory
Convertible Preferred Stock (2,587,500 shares if the underwriters exercise
their option to purchase additional shares in full) in a registered public
offering. The Company intends to use the net proceeds from the offering to
redeem (the "Redemption") a portion of the Company's outstanding 12 3/4% Senior
Secured Notes due 2014 and 14 1/4% Senior Secured Notes due 2015 (the "Notes").
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As disclosed in a separate press release also issued on February 22,
2011, the Company announced that it is commencing a cash tender offer to
purchase a portion of the Notes. The maximum aggregate consideration for the
Notes purchased in the tender offer, excluding accrued and unpaid interest,
will not exceed $220 million. Holders of Notes will not be able to tender in
the tender offer any Notes selected by The Depositary Trust Company to be
redeemed in the Redemption. The tender offer is being made pursuant to an
offer to purchase dated February 22, 2011 and a related letter of transmittal,
which together more fully set forth the terms and conditions of the tender
offer. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
This Current Report on Form 8-K is not an offer to sell or a
solicitation of an offer to buy the Mandatory Convertible Preferred Stock or
any other security nor is it an offer to purchase or a solicitation of an offer
to sell any of the Notes or any other security.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 99.1 Press Release issued February 22, 2011 announcing an offering
of Mandatory Convertible Preferred Stock.
Exhibit 99.2 Press Release issued February 22, 2011 announcing a cash
tender offer.
SIGNATURE
---------
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)
Date: February 22, 2011 By: /s/ Janet B. Haugen
-------------------
Janet B. Haugen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit
No.
- ------
99.1 Press Release issued February 22, 2011 announcing an offering of
Mandatory Convertible Preferred Stock.
99.2 Press Release issued February 22, 2011 announcing a cash tender offer.
News Release
Contacts:
Media Contact:
Jim Kerr, 215-986-5795
jim.kerr@unisys.com
Investor Contact:
Niels Christensen, 215-986-6651
niels.christensen@unisys.com
UNISYS CORPORATION ANNOUNCES PUBLIC OFFERING OF MANDATORY CONVERTIBLE PREFERRED
STOCK
BLUE BELL, PA, February 22, 2011 - Unisys Corporation ("Unisys" or the
"Company") (NYSE: UIS) announced today that it has commenced a public offering
of 2,250,000 shares of mandatory convertible preferred stock. The Company also
expects to grant the underwriters an option to purchase up to an additional
337,500 shares of mandatory convertible preferred stock, which may be exercised
to the extent the underwriters sell more than 2,250,000 shares of mandatory
convertible preferred stock.
The mandatory convertible preferred stock has an offering price of $100 per
share and will be mandatorily convertible into shares of Unisys common stock on
March 1, 2014. The dividend rate and the conversion terms of the mandatory
convertible preferred stock will be determined by negotiations between Unisys
and the underwriters.
Unisys intends to use the net proceeds from this offering to redeem up to an
aggregate of $98.7 million of the Company's 12 3/4% Senior Secured Notes due
2014 and up to an aggregate of $86.3 million of the Company's 14 1/4% Senior
Secured Notes due 2015 under the provisions of the indentures relating to the
notes that allow the Company to redeem, at its option, up to 35% of the
original aggregate principal amount of each series of notes from the net cash
proceeds of one or more equity offerings.
Goldman, Sachs & Co. and Citi will act as joint book-running managers for the
offering. RBS will act as co-manager for the offering.
The offering will be made under the Company's existing shelf registration
statement filed with the Securities and Exchange Commission. This announcement
is neither an offer to sell nor a solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Any
offers of the shares will be made exclusively by means of a prospectus
supplement and accompanying prospectus.
Copies of the preliminary prospectus supplement and accompanying prospectus
relating to this offering may be obtained by contacting Goldman, Sachs & Co.,
200 West Street, New York, NY 10282, (866) 471-2526 or emailing prospectus-
ny@ny.email.gs.com, or Citigroup Global Markets Inc., Brooklyn Army Terminal,
140 58th Street, 8th Floor, Brooklyn, NY 11220.
ABOUT UNISYS
Unisys Corporation is a worldwide information technology company. Unisys
provides a portfolio of IT services, software, and technology that solves
critical problems for clients. Unisys specializes 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, the
Company brings together offerings and capabilities in outsourcing services,
systems integration and consulting services, infrastructure services,
maintenance services, and high-end server technology. With approximately 23,000
employees, Unisys serves commercial organizations and government agencies
throughout the world.
FORWARD-LOOKING STATEMENTS
Any statements contained in this 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 projections of earnings, revenues, or other financial items; 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 offering will be completed. Risks and uncertainties that
could affect the Company's future results include the Company's ability to
drive profitable growth in consulting and systems integration; the Company's
ability to take on, successfully implement and grow outsourcing operations;
market demand for the Company's high-end enterprise servers and maintenance on
those servers; the potential adverse effects of aggressive competition in the
information services and technology marketplace; the Company's ability to
retain significant clients; the Company's ability to effectively anticipate and
respond to volatility and rapid technological change in its industry; the
adverse effects of global economic conditions; the Company's significant
pension obligations and potential requirements to make significant cash
contributions to its defined benefit pension plans; the success of the
Company's program to reduce costs, focus its global resources and simplify its
business structure; 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 subject it 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 when more than half of the Company's revenue is
derived from international operations; the Company's ability to access capital
and credit markets to address its liquidity needs; the potential for
infringement claims to be asserted against the Company or its clients; the
possibility that pending litigation could affect the Company's results of
operations or cash flow; the business and financial risk in implementing future
dispositions or acquisitions; and the Company's ability to use its U.S. federal
net operating loss carryforwards and other tax attributes. Additional
discussion of factors that could affect the Company's future results is
contained in its periodic filings with the Securities and Exchange Commission.
The Company assumes no obligation to update any forward-looking statements.
###
RELEASE NO.: 0222/9021
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.
News Release
Contacts:
Media Contact:
Jim Kerr, 215-986-5795
Jim.Kerr@unisys.com
Investor Contact:
Niels Christensen, 215-986-6651
Niels.Christensen@unisys.com
UNISYS CORPORATION ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR CERTAIN
OUTSTANDING NOTES
BLUE BELL, PA, February 22, 2011- Unisys Corporation ("Unisys" or the "Company")
(NYSE: UIS) announced today that it is commencing a cash tender offer in respect
of its 14 1/4% Senior Secured Notes due 2015 (the "First Priority Notes") and
12 3/4% Senior Secured Notes due 2014 (the "Second Priority Notes" and,
together with the First Priority Notes, the "Notes"). The maximum aggregate
consideration for Notes purchased in the tender offer, excluding accrued and
unpaid interest, will not exceed $220,000,000 (the "Maximum Payment Amount").
The terms and conditions of the tender offer are described in an Offer to
Purchase, dated February 22, 2011 (the "Offer to Purchase"), and a related
letter of transmittal, which are being sent to holders of the Notes.
The table below lists the series of Notes that are the subject of the tender
offer, summarizes the economic terms of the tender offer, and sets out the
order of priority by which the Company will accept Notes for purchase.
CUSIP Title of Acceptance Aggregate Purchase Early Total
Number Security Priority Principal Price Tender Consideration
Level Amount (2) Payment (2)
Outstanding (2)
(1)
- ----------------------------------------------------------------------------------------------------
909214BN7 14 1/4% 1 246,603,000 $1,192.50 $40.00 $1,232.50
and U90921AD6 Senior
Secured Notes
due 2015
909214BM9 12 3/4% 2 374,962,000 $1,182.50 $40.00 $1,222.50
and U90921AC8 Senior
Secured Notes
due 2014
------------------------
(1) Including Notes subject to the Equity Clawback (as defined below).
(2) Per $1,000 principal amount of Notes accepted for purchase.
Holders of Notes may not tender their Notes prior to March 11, 2011. Holders
of Notes must validly tender their Notes prior to 5:00 p.m., New York City time,
on March 24, 2011, unless extended by the Company (such time and date, as the
same may be extended with respect to one or both series of Notes, the "Early
Tender Time"), in order to be eligible to receive the applicable Total
Consideration, as set forth in the table above. Holders of Notes who validly
tender their Notes after the Early Tender Time and prior to the Expiration Time
(as defined below) will be eligible to receive only the applicable Purchase
Price, which is equal to the applicable Total Consideration minus the Early
Tender Payment, as set forth in the table above. In addition to the applicable
Total Consideration or Purchase Price, as the case may be, holders whose Notes
are accepted for purchase by the Company in the tender offer will receive
accrued and unpaid interest on their purchased Notes to, but not including, the
Payment Date (as defined below). Notes tendered prior to the Early Tender Time
may be withdrawn by the holder at any time prior to 5:00 p.m., New York City
time, on March 24, 2011, unless extended by the Company (such time and date, as
the same may be extended with respect to one or both series of Notes, the
"Withdrawal Deadline").
The tender offer is scheduled to expire at 5:00 P.M., New York City time, on
April 8, 2011, unless extended by the Company (such date and time, as the same
may be extended with respect to one or both series of Notes, the "Expiration
Time").
The aggregate principal amount of each series of Notes that the Company accepts
for purchase in the tender offer will be based on the order of priority (the
"Acceptance Priority Level") set forth in the table above. Acceptance will be
based solely on the Acceptance Priority Level of a series, and Notes tendered
by the Early Tender Time will have no priority in acceptance by us over Notes
tendered after the Early Tender Time. We will accept for purchase (1) first,
the First Priority Notes validly tendered (and not validly withdrawn), and (2)
second, the maximum aggregate principal amount of the Second Priority Notes
validly tendered (and not validly withdrawn) that can be purchased, which
amount will be, to the extent necessary, calculated on a pro rata basis, such
that the aggregate consideration payable for all Notes accepted for purchase,
excluding accrued and unpaid interest, will not exceed the Maximum Payment
Amount. The Company reserves the right, in its sole discretion, to waive,
increase or decrease the Maximum Payment Amount.
The Company expects to accept such Notes for purchase in the tender offer
promptly following the Expiration Time. On the first business day following
acceptance of such Notes, the Company expects to deposit with The Depository
Trust Company ("DTC") the amount of cash necessary to pay for the Notes, plus
accrued and unpaid interest up to, but not including, such day (the "Payment
Date").
The Company intends to use the net proceeds from a concurrent offering of its
mandatory convertible preferred stock (the "Equity Offering") to redeem up to
the maximum principal amount of each series of Notes that the Company is
permitted to redeem under the provisions of the indentures governing the Notes
(the "Equity Clawback"). The indentures allow the Company, at its option, to
redeem up to 35% of the original aggregate principal amount of each series of
Notes as of their issue date, at designated prices, from the proceeds of one or
more equity offerings.
The Company plans to issue a notice of redemption under the Equity Clawback on
the closing date of the Equity Offering, which the Company currently expects to
be February 28, 2011. Promptly following the date the Company issues the
notice of redemption, DTC will select the Notes to be redeemed in accordance
with its procedures. Holders of the Notes will not be able to tender in the
tender offer any Notes selected for redemption by DTC. Instead, the Company
will redeem such Notes at the applicable redemption prices pursuant to the
Equity Clawback.
The Company's obligation to consummate the tender offer is conditioned upon the
satisfaction or waiver, at the Company's sole discretion, of certain conditions
described in the Offer to Purchase, including a condition relating to the
completion of the Company's redemption of Notes pursuant to the Equity Clawback.
The Company has engaged Goldman, Sachs & Co. and Citi to act as dealer managers
in connection with the tender offer. Questions regarding the tender offer may
be directed to Goldman, Sachs & Co. at (212) 902-5183 (collect) or (800) 828-
3182 (U.S. toll-free) or to Citigroup Global Markets Inc. at (212) 723-6106
(collect) or (800) 558-3745 (U.S. toll-free). Requests for documentation may be
directed to Global Bondholder Services Corporation, the information agent and
depositary for the tender offer, at (212) 430-3774 (for banks and brokers) or
(866) 937-2200 (U.S. toll-free).
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes, the mandatory convertible preferred stock or any other
security. The tender offer is being made only by the Offer to Purchase and the
related letter of transmittal. The offer is not being made to noteholders in
any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction. In
any jurisdiction in which the offer is required to be made by a licensed broker
or dealer, it shall be deemed to be made on behalf of the Company by the dealer
managers or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
ABOUT UNISYS
Unisys Corporation is a worldwide information technology company. Unisys
provides a portfolio of IT services, software, and technology that solves
critical problems for clients. Unisys specializes 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, the
Company brings together offerings and capabilities in outsourcing services,
systems integration and consulting services, infrastructure services,
maintenance services, and high-end server technology. With approximately 23,000
employees, Unisys serves commercial organizations and government agencies
throughout the world.
FORWARD-LOOKING STATEMENTS
Any statements contained in this 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 projections of earnings, revenues, or other financial items; 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 tender offer will be completed. Risks and uncertainties
that could affect the Company's future results include the Company's ability to
drive profitable growth in consulting and systems integration; the Company's
ability to take on, successfully implement and grow outsourcing operations;
market demand for the Company's high-end enterprise servers and maintenance on
those servers; the potential adverse effects of aggressive competition in the
information services and technology marketplace; the Company's ability to
retain significant clients; the Company's ability to effectively anticipate and
respond to volatility and rapid technological change in its industry; the
adverse effects of global economic conditions; the Company's significant
pension obligations and potential requirements to make significant cash
contributions to its defined benefit pension plans; the success of the
Company's program to reduce costs, focus its global resources and simplify its
business structure; 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 subject it 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 when more than half of the Company's revenue is
derived from international operations; the Company's ability to access capital
and credit markets to address its liquidity needs; the potential for
infringement claims to be asserted against the Company or its clients; the
possibility that pending litigation could affect the Company's results of
operations or cash flow; the business and financial risk in implementing future
dispositions or acquisitions; and the Company's ability to use its U.S. federal
net operating loss carryforwards and other tax attributes. Additional
discussion of factors that could affect the Company's future results is
contained in its periodic filings with the Securities and Exchange Commission.
The Company assumes no obligation to update any forward-looking statements.
###
RELEASE NO.: 0222/9020
Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.
