As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-
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.)
Unisys Way
Blue Bell, Pennsylvania 19424
(215) 986-4011
(Address of principal executive offices)
DEFERRED COMPENSATION PLAN FOR EXECUTIVES OF UNISYS CORPORATION
(Full title of the Plan)
HAROLD S. BARRON
Senior Vice President,
General Counsel and Secretary
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
(215) 986-5299
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) (2) Price (2) Fee
- ----------------------------------------------------------------------------------------------------
Deferred $10,000,000 100% $10,000,000 $2,780
Compensation
Obligations
====================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of Unisys
Corporation to pay deferred compensation in the future in accordance with the
terms of the Deferred Compensation Plan for Executives of Unisys Corporation.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
Page 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, as filed by Unisys Corporation (the "Company")
with the Securities and Exchange Commission, are incorporated by reference in
this Registration Statement and made a part hereof:
(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) 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;
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
Deferred Compensation Obligations
Pursuant to the terms of the Deferred Compensation Plan for Executives of
Unisys Corporation (the "Plan"), eligible executives (each a "Participant") of
the Company (or one of its participating subsidiaries) may elect to defer up to
100% of their base salary, variable compensation payments and restricted share
unit awards. The amount of base salary, variable compensation payments and
restricted share unit awards deferred pursuant to such elections are referred
to herein as "Deferred Compensation Obligations". The Deferred Compensation
Obligations of the Company will be unsecured general obligations of the Company
to pay the deferred compensation in the future in accordance with the terms of
the Plan and will rank equally with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
The amount of base salary and variable compensation payments to be deferred
by a Participant ("Deferral") will be credited with earnings and investment
gains and losses by assuming that the Deferral was invested in one or more
investment alternatives selected by such Participant in accordance with the
terms of the Plan. Deferrals will not, however, be invested in the investment
alternatives available under the Plan. Investment alternatives include a
Company common stock fund, mutual funds and an insurance contract fund.
Deferrals will be denominated and paid in United States dollars. The value of a
deferred restricted share unit at any point in time will be the value of a share
of the Company's common stock. Deferred restricted share units will be paid in
the form of Unisys common stock.
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The Company reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall adversely affect the
right of a Participant to the balance of his or her Deferrals as of the date
of such amendment or termination.
Generally, a Participant's right or the right of any other person to
receive payment of Deferred Compensation Obligations cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered.
The Deferred Compensation Obligations are not convertible into another
security of the Company. The Deferred Compensation Obligations will not have
the benefit of a negative pledge or any other affirmative or negative covenant
on the part of the Company. No trustee has been appointed having the authority
to take action with respect to the Deferred Compensation Obligations, and each
Participant will be responsible for acting independently with respect to, among
other things, the making of elections and the giving of notices.
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:
(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.
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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.
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,
Page 5
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Page 6
ITEM 8. EXHIBITS
Exhibit No. Description
4 Deferred Compensation Plan for Executives of Unisys
Corporation, as amended and restated effective February
26, 1998, incorporated by reference to Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998
5 Opinion of Harold S. Barron, Esq. as to the legality
of the securities covered by the Registration
Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of counsel (included in opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
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;
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(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 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;
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.
SIGNATURES
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 March 4, 1999.
UNISYS CORPORATION
By:/s/Lawrence A. Weinbach
-----------------------
Lawrence A. Weinbach
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Harold S. Barron, Robert H. Brust, Angus F. Smith and Lawrence A. Weinbach,
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 March 4, 1999.
Signature Title
- --------- -----
/s/ Lawrence A. Weinbach Chairman, President and Chief
- ------------------------- Executive Officer (principal
Lawrence A. Weinbach executive officer) and Director
/s/Robert H. Brust Senior Vice President and Chief
- ------------------ Financial Officer (principal
Robert H. Brust financial officer)
/s/ Janet M. Brutschea Haugen Vice President and Controller
- ----------------------------- (principal accounting officer)
Janet M. Brutschea Haugen
/s/ J.P. Bolduc Director
- ---------------
J.P. Bolduc
/s/ James J. Duderstadt Director
- ------------------------
James J. Duderstadt
/s/ Henry C. Duques Director
- -------------------
Henry C. Duques
/s/ Gail D. Fosler Director
- ------------------
Gail D. Fosler
/s/ Melvin R. Goodes Director
- --------------------
Melvin R. Goodes
/s/ Edwin A. Huston Director
- -------------------
Edwin A. Huston
/s/ Kenneth A. Macke Director
- --------------------
Kenneth A. Macke
/s/ Theodore E. Martin Director
- ----------------------
Theodore E. Martin
/s/ Robert McClements, Jr. Director
- -------------------------
Robert McClements, Jr.
EXHIBIT INDEX
Exhibit
No.
4 Deferred Compensation Plan for Executives of Unisys
Corporation, as amended and restated effective February
26, 1998, incorporated by reference to Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998
5 Opinion of Harold S. Barron, Esq. as to the validity
of the securities covered by the Registration
Statement
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of counsel (included in opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
March 4, 1999
Unisys Corporation
Unisys Way
Blue Bell, PA 19424
Re: Unisys Corporation Registration Statement on Form S-8 relating to the
Deferred Compensation Plan for Executives of Unisys Corporation
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of Unisys
Corporation, a Delaware corporation (the "Company"), and am rendering this
opinion in connection with the registration of $10,000,000 of the Company's
deferred compensation obligations (the "Deferred Compensation Obligation") on a
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933, as amended (the "Act"). The Deferred
Compensation Obligations are payable pursuant to the Deferred Compensation Plan
for Executives of Unisys Corporation (the "Plan").
I have reviewed the Registration Statement, the Company's Certificate of
Incorporation and By-laws and such corporate records and other documents and
have made such investigations of law as I have deemed appropriate for
purposes of giving the opinion hereinafter expressed.
Based upon the foregoing, I am of the opinion that the Deferred Compensation
Obligations will be, when created in accordance with the terms of the Plan,
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general equity principles.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that
I am an expert with respect to any part of the Registration Statement within
the meaning of the term "expert" as used in the Act or the rules and
regulations issued thereunder.
This opinion is limited to the General Corporation Law of the State of
Delaware.
Very truly yours,
Harold S. Barron
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Deferred Compensation Plan for Executives of Unisys
Corporation of our report dated January 14, 1999 (except for the fourth
paragraph of Note 16 as to which the date is January 21, 1999), with respect to
the consolidated financial statements of Unisys Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1998
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 2, 1999
