As filed with the Securities and Exchange Commission on November 1, 2013
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.)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(215) 986-4011
(Address of principal executive offices)
UNISYS CORPORATION SAVINGS PLAN
(Full title of the Plan)
GERALD P. KENNEY
Senior Vice President,
General Counsel and Secretary
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(215) 986-4205
(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 per Share (1) Price (1) Fee
-------------------------------------------------------------------------------------------------
Common Stock, 3,000,000 $25.17 $75,510,000 $9,725.69
par value $.01 shares
per share
=================================================================================================
(1) 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
October 28, 2013, 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 Corporation
Savings Plan.
2
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Securities and
Exchange Commission and are incorporated by reference in this
registration Statement:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) The Plan's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above;
(d) The description of the Common Stock of the Company contained in
a registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides for, among other things:
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(a) permissive indemnification for expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by designated
persons, including directors and officers of a corporation, in the event
such persons are parties to litigation other than stockholder derivative
actions if certain conditions are met;
(b) permissive indemnification for expenses actually and reasonably
incurred by designated persons, including directors and officers of a
corporation, in the event such persons are parties to stockholder
derivative actions if certain conditions are met;
(c) mandatory indemnification for expenses actually and reasonably
incurred by designated persons, including directors and officers of a
corporation, in the event such persons are successful on the merits or
otherwise in litigation covered by (a) and (b) above; and
(d) that the indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights which may be provided under any
by-law, agreement, stockholder or disinterested director vote, or
otherwise.
The Company's Certificate of Incorporation provides that a director
of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (a) for any breach of the director's duty
of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the DGCL or (d) for any
transaction from which the director derived an improper
personal benefit.
The Certificate of Incorporation also provides that each person who
was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she is or was a director or
officer of the Company (or was serving at the request of the Company as a
director, officer, employee or agent for another entity) shall be
indemnified and held harmless by the Company, to the fullest extent
authorized by the DGCL, as in effect (or, to the extent indemnification
is broadened, as it may be amended) against all expense, liability or
loss reasonably incurred by such person in connection therewith.
The Certificate of Incorporation further provides that such rights to
indemnification are contract rights and shall include the right to be
paid by the Company the expenses incurred in defending the proceedings
specified above, in advance of their final disposition, provided that, if
the DGCL so requires, such payment shall only be made upon delivery to
the Company by the indemnified party of an undertaking to repay all
amounts so advanced if it shall ultimately be determined that the person
receiving such payment is not entitled to be indemnified. Persons so
indemnified may bring suit against the Company to recover unpaid amounts
claimed thereunder, and if such suit is successful, the expense of
bringing such suit shall be reimbursed by the Company. The Certificate
of Incorporation provides that the right to indemnification and to the
advance payment of expenses shall not be exclusive of any other right
which any person may have or acquire under any statute, provision of the
Company's Certificate of Incorporation or By-Laws, or otherwise. By
resolution effective September 16, 1986, the Board of Directors extended
the right to indemnification provided directors and officers by the
Certificate of Incorporation to employees of the Company. The Certificate
of Incorporation also provides that the Company may maintain insurance,
at its expense, to protect itself and any of its directors, officers,
employees or agents against any expense, liability or loss, whether or
not the Company would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
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On April 28, 1988, at the Company's 1988 Annual Meeting of
Stockholders, the stockholders authorized the Company to enter into
indemnification agreements ("Indemnification Agreements") with its
directors, and such Indemnification Agreements have been executed with
each of the directors of the Company. The Indemnification Agreements
provide that the Company shall, except in certain situations specified
below, indemnify a director against any expense, liability or loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) incurred by the director in
connection with any actual or threatened action, suit or proceeding
(including derivative suits) in which the director may be involved as a
party or otherwise, by reason of the fact that the director is or was
serving in one or more capacities as a director or officer of the Company
or, at the request of the Company, as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise.
The Indemnification Agreements require indemnification except to the
extent (a) payment for any liability is made under an insurance policy
provided by the Company, (b) indemnification is provided by the Company
under the Certificate of Incorporation or By-Laws, the DGCL or otherwise
than pursuant to the Indemnification Agreement, (c) the liability is
based upon or attributable to the director gaining any personal pecuniary
profit to which such director is not legally entitled or is determined to
result from the director's knowingly fraudulent, dishonest or willful
misconduct, (d) the liability arises out of the violation of certain
provisions of the Securities Exchange Act of 1934 or (e) indemnification
has been determined not to be permitted by applicable law.
The Indemnification Agreements further provide that, in the event of
a Potential Change in Control (as defined therein), the Company shall
cause to be maintained any then existing policies of directors' and
officers' liability insurance for a period of six years from the date of
a Change in Control (as defined therein) with coverage at least
comparable to and in the same amounts as that provided by such policies
in effect immediately prior to such Potential Change in Control. In the
event of a Potential Change in Control, the Indemnification Agreements
also provide for the establishment by the Company of a trust (the
"Trust"), for the benefit of each director, upon the written request by
the director. The Trust shall be funded by the Company in amounts
sufficient to satisfy any and all liabilities reasonably anticipated at
the time of such request, as agreed upon by the director and the Company.
The Indemnification Agreements also provide that no legal actions
may be brought by or on behalf of the Company, or any affiliate of the
Company, against a director after the expiration of two years from the
date of accrual of such cause of action, and that any claim or cause of
action of the Company or its affiliate shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within
such two year period.
The directors and officers of the Company are insured against
certain civil liabilities, including liabilities under federal securities
laws, which might be incurred by them in such capacity.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. Exhibits
See the Exhibit Index which is incorporated herein by reference. The
Company undertakes that it will submit or has submitted the Unisys
Corporation Savings Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan under
Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"), unless the information
required to be included in such post-effective amendment is contained in
a periodic report filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
and incorporated herein by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing
of the Plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
6
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
above, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. 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 1, 2013.
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, Gerald P. Kenney
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 1, 2013.
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
Janet Brutschea Haugen (principal financial officer)
/s/ Scott Hurley Vice President and Corporate
---------------------- Controller (principal
Scott Hurley accounting officer)
/s/ Henry C. Duques Lead Director
-------------------
Henry C. Duques
/s/ Jared L. Cohon Director
------------------
Jared L. Cohon
/s/ Alison Davis Director
----------------
Alison Davis
/s/ Nathaniel A. Davis Director
------------------------
Nathaniel A. Davis
/s/ Matthew J. Espe Director
----------------------
Matthew J. Espe
Director
----------------------
Denise K. Fletcher
Director
----------------------
Leslie F. Kenne
/s/ Lee D. Roberts Director
----------------------
Lee D. Roberts
/s/ Paul E. Weaver Director
------------------
Paul E. Weaver
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan administrator 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 1, 2013.
UNISYS CORPORATION SAVINGS PLAN
UNISYS CORPORATION
By: /s/ Scott Hurley
-----------------
Scott Hurley
Vice President and Corporate Controller
8
EXHIBIT INDEX
Exhibit
No.
-------
4.1 Restated Certificate of Incorporation of Unisys
Corporation (incorporated by reference to Exhibit 3.1
to Unisys Corporation's Current Report on Form 8-K
dated April 29, 2010)
4.2 Certificate of Designations of the Company's 6.25%
Mandatory Convertible Preferred Stock, Series A
(incorporated by reference to Exhibit 3.1 to Unisys
Corporation's Current Report on Form 8-K filed on
March 1, 2011
4.3 Certificate of Amendment to Restated Certificate of
Incorporation of Unisys Corporation (incorporated by
reference to Exhibit 3.1 to Unisys Corporation's
Current Report on From 8-K filed on April 28, 2011)
4.4 By-Laws of Unisys Corporation, as amended through
April 29, 2010 (incorporated by reference to Exhibit
3.2 to Unisys Corporation's Current Report on Form 8-K
dated April 29, 2010)
4.5 Unisys Corporation Savings Plan, amended and restated
effective January 1, 2012 (incorporated by reference to
Exhibit 10.26 to Unisys Corporation's Annual Report on
Form 10-K for the year ended December 31, 2011)
5.1 Opinion of Virginia C. Pappas, Esq. as to the legality
of the shares of Common Stock covered by the
Registration Statement
23.1 Consent of KPMG LLP, Independent Registered Public
Accounting Firm
23.2 Consent of counsel (included in opinion filed as
Exhibit 5.1)
24 Power of Attorney (included on the signature page
hereof)