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): October 6, 2014
Unisys Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-8729 | 38-0387840 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code: (215) 986-4011
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if this 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2014, Unisys Corporation (the “Company”) announced that J. Edward Coleman, Chairman of its board of directors and its Chief Executive Officer, will be leaving the Company and its board of directors effective December 1, 2014. Mr. Coleman will remain in those positions until his departure. The board of directors has retained an executive search firm, effective immediately, to conduct the search for Mr. Coleman’s replacement. Upon Mr. Coleman’s departure, in addition to any benefits to which he is entitled under the Company’s plans in accordance with their terms, Mr. Coleman will be entitled to receive the benefits applicable upon a termination other than for cause pursuant to his December 22, 2008 letter agreement with the Company. In addition, the board of directors determined that the previously granted restricted stock units in respect of 19,726 shares of Company common stock scheduled to vest in early February 2015 will vest upon Mr. Coleman’s departure.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated October 6, 2014. |
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 | ||
| By: | /s/ Gerald P. Kenney | |
| Name: | Gerald P. Kenney | |
| Title: | Senior Vice President, General Counsel & Secretary | |
Date: October 6, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated October 6, 2014. | |
Exhibit 99.1
| 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 ANNOUNCES SENIOR LEADERSHIP TRANSITION
BLUE BELL, Pa., October 6, 2014 – Unisys Corporation (NYSE: UIS) announced today that J. Edward Coleman, Chairman of its board of directors and its Chief Executive Officer will be leaving the company effective December 1, 2014. Mr. Coleman has served in these positions since October 2008 and will continue to do so until his departure.
“Joining Unisys in the depth of the 2008-2009 financial crisis, Ed led the turnaround of the company,” said Paul Weaver, lead independent director of the Unisys board. “Under his leadership, Unisys strengthened its balance sheet and moved to a positive net cash position, delivered five consecutive years of profits and free cash flow, and reinvigorated its offerings, bringing to market innovative new products and services which we believe will serve as the foundation for Unisys success in the coming years.
“As the company focuses on its growth agenda, the board has determined it is the right time to make a leadership change. In doing so, the board offers Ed our sincere thanks for his contributions to Unisys and its many stakeholders.”
Mr. Coleman said: “It has been an honor and a privilege to lead Unisys the last six years. I am proud of our team’s many accomplishments over that time. I look forward to Unisys building on its reputation for innovation, quality and customer satisfaction to create an ever stronger presence in the marketplace.”
The board of directors has engaged an executive search firm, effective immediately, to conduct the search for Mr. Coleman’s replacement.
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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 approximately 23,000 employees, Unisys serves commercial organizations and government agencies throughout the world. For more information, visit www.unisys.com.
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RELEASE NO.: 1006/xxxx
Unisys is a registered trademark of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holders.
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