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) December 4, 2008
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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
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(Registrant's telephone number, including area code)
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)
[x] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On December 4, 2008, Unisys Corporation (the "Company") received notice from
the New York Stock Exchange (the "NYSE") that the average per share closing
price of its common stock was below the NYSE's continued listing standard
relating to minimum average share price. Rule 802.01C of the NYSE's Listed
Company Manual requires that a company's common stock trade at a minimum
average closing price of $1.00 over a consecutive 30 trading-day period.
The Company intends to take actions to cure this deficiency, including pursuing
the reverse stock split discussed in Item 8.01 below. The Company will notify
the NYSE of its intention to take such actions in accordance with NYSE rules.
Under NYSE rules, the Company has six months from receipt of the NYSE's notice
to cure the deficiency before the NYSE initiates suspension and delisting
procedures. During this period, the Company's common stock will continue to be
listed and trade on the NYSE, subject to the Company's continued compliance
with other NYSE listing standards.
Item 8.01 OTHER EVENTS
On December 5, 2008, the Company issued a press release announcing that its
Board of Directors has approved a reverse stock split of the Company's common
stock. The reverse stock split, which is subject to stockholder approval, is
one of a number of initiatives the Company is pursuing to drive stockholder
value and help the Company regain compliance with the NYSE listing rules.
The reverse stock split would be effected by an amendment to the Company's
Restated Certificate of Incorporation. The Company intends to seek stockholder
approval of the amendment at its annual meeting of stockholders in the first
half of 2009. The time, date, location and other details regarding the meeting
and the proposal, including the reverse stock split ratio, will be set forth in
a proxy statement that the Company plans to file with the SEC and make
available to its stockholders. The proxy statement will be subject to SEC
review. The Company advises stockholders to read the proxy statement when it
becomes available because it will contain important information relating to the
meeting and the proposal. Stockholders may obtain a free copy of the proxy
statement and other documents (when available) that the Company files with the
SEC at the SEC's website at www.sec.gov. When filed, the proxy statement and
these other documents may also be obtained for free from the Company by
directing a request to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania
19424, Attention: Investor Relations, or at www.unisys.com.
Although the Company plans to seek stockholder approval of the reverse stock
split, there can be no assurances that it will be consummated or that it will
achieve its intended effects. Also, the Company reserves the right, in its
discretion, to abandon the reverse stock split at any time prior to filing the
applicable amendment to its Restated Certificate of Incorporation with the
Delaware Secretary of State.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated December 5, 2008
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: December 5, 2008 By: /s/ Janet B. Haugen
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Janet B. Haugen
Senior Vice President, and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated December 5, 2008
News Release Investor Contact: Jack McHale, 215-986-6050 Jack.McHale@unisys.com Media Contacts: Jim Kerr, 215-986-5795 Jim.Kerr@unisys.com UNISYS ANNOUNCES PLAN FOR REVERSE STOCK SPLIT COMPANY SAID IT INTENDS TO REGAIN COMPLIANCE WITH NYSE MINIMUM SHARE PRICE RULE BLUE BELL, Pa., December 5, 2008 - Unisys Corporation (NYSE: UIS), a major worldwide provider of information services and solutions, announced today that its Board of Directors has approved a reverse stock split of the company's common stock. The reverse stock split, which is subject to stockholder approval, is one of a number of initiatives Unisys is pursuing to drive shareholder value and help the company regain compliance with New York Stock Exchange (NYSE) listing rules. Unisys said that it was notified by the NYSE on December 4, 2008 that the company was not in compliance with the NYSE listing standard that requires a listed common stock to maintain a minimum average closing price of $1.00 per share over 30 consecutive trading days. Under NYSE rules, the company has six months from the date of the NYSE notice to cure this deficiency before the NYSE initiates suspension and delisting procedures. During this period, Unisys common stock will continue to be listed on the NYSE and will trade as usual, subject to the company's continued compliance with other NYSE listing standards. The NYSE notification does not affect the company's business operations or its SEC reporting requirements, and has no impact under any of the company's credit agreements or other debt obligations. Unisys said that it will notify the NYSE of the company's intention to take actions to cure this deficiency in accordance with NYSE rules. The company plans to present to its shareholders a proposal to approve the reverse stock split at the annual stockholders' meeting in the first half of 2009. The time, date, location and other details regarding the stockholders' meeting and the proposal, including the reverse stock split ratio, will be communicated to stockholders at a later date via proxy material, which will be filed with, and subject to the review by, the SEC. AVAILABILITY OF PROXY MATERIALS Unisys encourages stockholders to read the proxy statement when it becomes available because it will contain important information relating to the meeting and the proposal. Stockholders may obtain a free copy of the proxy statement and other documents (when available) that the company files with the SEC at the SEC's website at www.sec.gov. When filed, the proxy statement and these other documents may also be obtained for free from the company by directing a request to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania 19424, Attention: Investor Relations, or at www.unisys.com. 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. In particular, although the company intends to return to compliance with the NYSE's continued listing standards, there can be no assurance that the company will be able to do so, whether as a result of the company's inability to obtain stockholder approval for the reverse stock split or a further decline in the company's stock price. In addition, the failure of the company to remain in compliance with other NYSE listing standards could also result in a delisting of the company's common stock from the NYSE. Additional discussion of factors that could affect Unisys future results is contained in its periodic filings with the SEC. Unisys assumes no obligation to update any forward-looking statements. Also, Unisys reserves the right, in its discretion, to abandon the reverse stock split at any time prior to filing the applicable amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State. ABOUT UNISYS Unisys is a worldwide information technology services and solutions company. We provide consulting, systems integration, outsourcing and infrastructure services, combined with powerful enterprise server technology. We specialize in helping clients use information to create efficient, secure business operations that allow them to achieve their business goals. Our consultants and industry experts work with clients to understand their business challenges and create greater visibility into critical linkages throughout their operations. For more information, visit www.unisys.com . #### RELEASE NO.: 1205/8937 http://www.unisys.com/about__unisys/news_a_events/12058937.htm 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.