0000746838-11-000109.txt : 20110411 0000746838-11-000109.hdr.sgml : 20110408 20110411143235 ACCESSION NUMBER: 0000746838-11-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110411 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110411 DATE AS OF CHANGE: 20110411 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08729 FILM NUMBER: 11752420 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 8-K 1 tenderexp.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) April 11, 2011 _______________________________________________________________________________ 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) 801 Lakeview Drive, Suite 100 Blue Bell, Pennsylvania 19422 _______________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (215) 986-4011 _______________________________________________________________________________ (Registrant's telephone number, including area code) N/A _______________________________________________________________________________ (Former name or former address, if changed since last report) 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: \ \ 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 On April 11, 2011, Unisys Corporation issued a press release announcing the expiration of its previously announced tender offer for its outstanding 14 1/4% Senior Secured Notes due 2015 and 12 3/4% Senior Secured Notes due 2014. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit 99.1 Press Release issued April 11, 2011, by Unisys Corporation announcing the expiration of its previously announced tender offer for its outstanding 14 1/4% Senior Secured Notes due 2015 and 12 3/4% Senior Secured Notes due 2014. 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 (Registrant) Date: April 11, 2011 By: /s/ Janet B. Haugen ------------------- Janet B. Haugen Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. EXHIBIT ------ ------- 99.1 Press Release issued April 11, 2011, by Unisys Corporation announcing the expiration of its previously announced tender offer for its outstanding 14 1/4% Senior Secured Notes due 2015 and 12 3/4% Senior Secured Notes due 2014. EX-99.1 2 ex99tenderex.txt News Release Contacts: Media Contact: Jim Kerr, 215-986-5795 jim.kerr@unisys.com Investor Contact: Niels Christensen, 215-986-6651 niels.christensen@unisys.com UNISYS CORPORATION ANNOUNCES EXPIRATION OF TENDER OFFER FOR CERTAIN OUTSTANDING NOTES BLUE BELL, PA, April 11, 2011 - Unisys Corporation (NYSE: UIS) announced today that its tender offer for its outstanding 14 1/4% Senior Secured Notes due 2015 (the "First Priority Notes") and 12 3/4% Senior Secured Notes due 2014 (the "Second Priority Notes" and together with the First Priority Notes, the "Notes") expired at 5:00 P.M., New York City time, on April 8, 2011. Holders validly tendered $134,798,000 in aggregate principal amount of the First Priority Notes and $191,033,000 in aggregate principal amount of the Second Priority Notes. In accordance with the terms of the tender offer, the company has accepted for purchase all of the First Priority Notes validly tendered (and not validly withdrawn) and $44,066,000 in aggregate principal amount of the Second Priority Notes validly tendered (and not validly withdrawn). Because the consideration payable for the aggregate principal amount of Notes validly tendered (and not validly withdrawn) exceeded the maximum payment amount of $220 million, the company accepted the Second Priority Notes for purchase from tendering holders on a pro rata basis, using a proration factor of approximately 23.1%. The company expects to make payment today, April 11, 2011, for the Notes accepted for purchase. The complete terms and conditions of the tender offer are described in the Offer to Purchase, dated February 22, 2011, and the related letter of transmittal. As previously announced, the company also recently redeemed $86.3 million in aggregate principal amount of the First Priority Notes and $124.7 million in aggregate principal amount of the Second Priority Notes, using the proceeds from the sale of 2,587,500 shares of its 6.25% Mandatory Convertible Preferred Stock, Series A, at an initial liquidation preference of $100 per share (the "Mandatory Convertible Preferred Stock"). The annualized dividend on the Mandatory Convertible Preferred Stock will be approximately $16 million until the mandatory conversion date of March 1, 2014. An aggregate principal amount of $25.5 million of the First Priority Notes and an aggregate principal amount of $206.2 million of the Second Priority Notes remain outstanding. Goldman, Sachs & Co. and Citi acted as dealer managers in connection with the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 902-5183 (collect) or (800) 828-3182 (U.S. toll-free) or to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (U.S. toll-free). Inquiries may also be directed to Global Bondholder Services Corporation, which served as the information agent and depositary for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 937-2200 (U.S. toll-free). About Unisys Unisys is a worldwide information technology company. We provide a portfolio of IT services, software, and technology that solves critical problems for clients. We specialize in helping clients secure their operations, increase the efficiency and utilization of their data centers, enhance support to their end users and constituents, and modernize their enterprise applications. To provide these services and solutions, we bring together offerings and capabilities in outsourcing services, systems integration and consulting services, infrastructure services, maintenance services, and high-end server technology. With approximately 23,000 employees, Unisys serves commercial organizations and government agencies throughout the world. For more information, visit 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. Risks and uncertainties that could affect the company's future results include the company's ability to drive profitable growth in consulting and systems integration; the company's ability to take on, successfully implement and grow outsourcing operations; market demand for the company's high-end enterprise servers and maintenance on those servers; the potential adverse effects of aggressive competition in the information services and technology marketplace; the company's ability to retain significant clients; the company's ability to effectively anticipate and respond to volatility and rapid technological change in its industry; the adverse effects of global economic conditions; the company's significant pension obligations and potential requirements to make significant cash contributions to its defined benefit pension plans; the success of the company's program to reduce costs, focus its global resources and simplify its business structure; the risk that the company's contracts may not be as profitable as expected or provide the expected level of revenues and that contracts with U.S. governmental agencies may subject it to audits, criminal penalties, sanctions and other expenses and fines; the risk that the company may face damage to its reputation or legal liability if its clients are not satisfied with its services or products; the performance and capabilities of third parties with whom the company has commercial relationships; the risks of doing business internationally when more than half of the company's revenue is derived from international operations; the company's ability to access capital and credit markets to address its liquidity needs; the potential for infringement claims to be asserted against the company or its clients; the possibility that pending litigation could affect the company's results of operations or cash flow; the business and financial risk in implementing future dispositions or acquisitions; and the company's ability to use its U.S. federal net operating loss carryforwards and other tax attributes. Additional discussion of factors that could affect the company's future results is contained in its periodic filings with the Securities and Exchange Commission. The company assumes no obligation to update any forward-looking statements. ### RELEASE NO.: 0411/9031 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.