8-K 1 sept9.txt 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) September 9, 2005 ________________________________________________________________________________ UNISYS CORPORATION _______________________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware 1-8729 38-0387840 _______________________________________________________________________________ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) Unisys Way, Blue Bell, Pennsylvania 19424 _______________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (215) 986-4011 _______________________________________________________________________________ (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) [ ] 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 8.01. OTHER EVENTS Pursuant to the terms and conditions of the Terms Agreement, dated September 9, 2005, between Unisys Corporation (the "Company") and Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives of the several Underwriters named therein, the Company issued, on September 14, 2005, $400,000,000 aggregate principal amount of its 8% Senior Notes due 2012 and $150,000,000 aggregate principal amount of its 8 1/2% Senior Notes due 2015. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibits are being filed herewith: Exhibit No. -------- 1 Terms Agreement, dated September 9, 2005, between Unisys Corporation and Banc of America Securities LLC and Citigroup Global Markets Inc., on behalf of themselves and as Representatives of the Several Underwriters 4.1 Form of 8% Senior Note due 2012 4.2 Form of 8 1/2% Senior Note due 2015 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 Date: September 14, 2005 By: /s/ Janet B. Haugen ------------------------- Janet B. Haugen Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. ------ 1 Terms Agreement, dated September 9, 2005, between Unisys Corporation and Banc of America Securities LLC and Citigroup Global Markets Inc., on behalf of themselves and as Representatives of the Several Underwriters 4.1 Form of 8% Senior Note due 2012 4.2 Form of 8 1/2% Senior Note due 2015