-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3EWge9rrVWPKa+bKgkwna2O8Y8RXf9rmcvxg9upJNoShegyghqn073l5WPlfigI nanlpTzsxLN+9oGrXT1clA== 0000746838-03-000097.txt : 20031028 0000746838-03-000097.hdr.sgml : 20031028 20031028100913 ACCESSION NUMBER: 0000746838-03-000097 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031027 EFFECTIVENESS DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISYS CORP CENTRAL INDEX KEY: 0000746838 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 380387840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110019 FILM NUMBER: 03959801 BUSINESS ADDRESS: STREET 1: UNISYS WAY CITY: BLUE BELL STATE: PA ZIP: 19424 BUSINESS PHONE: 2159864011 MAIL ADDRESS: STREET 1: TOWNSHIP LINE & UNION MEETING ROADS CITY: BLUE BELL STATE: PA ZIP: 19424 FORMER COMPANY: FORMER CONFORMED NAME: BURROUGHS CORP /DE/ DATE OF NAME CHANGE: 19861204 S-8 1 s8savings.txt As filed with the Securities and Exchange Commission on October 27, 2003 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) UNISYS SAVINGS PLAN (Full title of the Plan) NANCY STRAUS SUNDHEIM Senior Vice President, General Counsel and Secretary Unisys Corporation Unisys Way Blue Bell, Pennsylvania 19424 (215) 986-4008 (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 per Share (1) Price (1) Fee - ------------------------------------------------------------------------------------------------- Common Stock, 20,000,000 $15.03 $300,600,000 $24,318.54 par value $.01 shares per share(2) =================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 437 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 20, 2003, as reported on the New York Stock Exchange. (2) Includes Preferred Share Purchase Rights ("Rights"). The Rights are associated with and trade with the Common Stock. The value, if any, attributable to the Rights is reflected in the market price of the Common Stock. Page 2 INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT This Registration Statement is filed for the purpose of registering 20,000,000 additional shares of Common Stock, par value $.01 per share, of Unisys Corporation (the "Company") for use in connection with the Unisys Savings Plan (the "Plan"). A Registration Statement on Form S-8 (No. 333-56038) (the "Prior Registration Statement") relating to the Plan is effective. Accordingly, in accordance with General Instruction E to Form S-8, the Company incorporates by reference herein the contents of the Prior Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit No. Description 5 Opinion of Nancy Straus Sundheim, Esq. as to the legality of the shares of Common Stock 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) Page 3 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 October 23, 2003. 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 Janet Brutschea Haugen, Nancy Straus Sundheim, 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 October 23, 2003. Signature Title - --------- ----- /s/ Lawrence A. Weinbach Chairman, President and Chief - ------------------------- Executive Officer (principal Lawrence A. Weinbach executive officer) and Director /s/ Janet B. Haugen Senior Vice President and Chief - ----------------------------- Financial Officer (principal Janet B. Haugen financial officer) /s/ Carol S. Sabochick Vice President and Corporate - ---------------------- Controller (principal accounting Carol S. Sabochick officer) Page 4 /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/ Denise K. Fletcher Director - ---------------------- Denise K. Fletcher /s/ Gail D. Fosler Director - ------------------ Gail D. Fosler /s/ Melvin R. Goodes Director - -------------------- Melvin R. Goodes /s/ Edwin A. Huston Director - ------------------- Edwin A. Huston Director - -------------------- Kenneth A. Macke /s/ Theodore E. Martin Director - ---------------------- Theodore E. Martin Page 5 EXHIBIT INDEX Exhibit No. - ------- 5 Opinion of Nancy Straus Sundheim, Esq. as to the legality of the shares of Common Stock 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) EX-5 3 ex5savings.txt October 23, 2003 Unisys Corporation Unisys Way Blue Bell, PA 19424 Re: Unisys Corporation Registration Statement on Form S-8 relating to the Unisys Savings Plan 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 an additional 20,000,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share, on a registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares will be offered and sold pursuant to the Unisys Savings Plan (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 and subject to the limitations set forth below, I am of the opinion that the Shares will be, when issued in accordance with the terms of the Plan, validly issued, fully paid and non-assessable. With respect to the opinion set forth above, I have assumed that the consideration to be received by the Company upon the issuance of any Shares will be at least equal to the par value of such Shares. 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, Nancy Straus Sundheim EX-23 4 ex23savings.txt Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Unisys Savings Plan of Unisys Corporation of our report dated January 21, 2003, 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, 2002, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania October 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----