8-A12B 1 preferred8-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Unisys Corporation _______________________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 38-0387840 _______________________________________________________________________________ (State of incorporation (I.R.S. Employer or organization) Identification No.) 801 Lakeview Drive, Suite 100 Blue Bell, Pennsylvania 19422 _______________________________________________________________________________ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered _______________________________________________________________________________ 6.25% Mandatory Convertible New York Stock Exchange Preferred Stock If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. /x/ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. / / Securities Act registration statement file number to which this form relates: 333-155735 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None _______________________________________________________________________________ (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. --------------------------------------------------------------- Unisys Corporation (the "Company") is registering its 6.25% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock") pursuant to this Form 8-A. The description of the Mandatory Convertible Preferred Stock of the Company is set forth in the prospectus supplement dated February 22, 2011 to the Company's registration statement on Form S-3 (Registration No. 333-155735), as filed with the Securities and Exchange Commission ("SEC") on May 14, 2009, which description is incorporated herein by reference. Item 2. Exhibits. ---------------- Exhibit 3.1 Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 30, 2010). Exhibit 3.2 Bylaws of Unisys Corporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on April 30, 2010). Exhibit 4.1 Certificate of Designations setting forth the specific rights, preferences, limitations, restrictions and other terms and conditions of the 6.25% Mandatory Convertible Preferred Stock, Series A (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 1, 2011). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Unisys Corporation By: /s/ Nancy Straus Sundheim ------------------------- Name: Nancy Straus Sundheim Title: Senior Vice President, General Counsel and Secretary Date: March 10, 2011 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- Exhibit 3.1 Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 30, 2010). Exhibit 3.2 Bylaws of Unisys Corporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on April 30, 2010). Exhibit 4.1 Certificate of Designations setting forth the specific rights, preferences, limitations, restrictions and other terms and conditions of the 6.25% Mandatory Convertible Preferred Stock, Series A (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 1, 2011).