0000746838-15-000021.txt : 20150925 0000746838-15-000021.hdr.sgml : 20150925 20150925172936 ACCESSION NUMBER: 0000746838-15-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150925 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150925 DATE AS OF CHANGE: 20150925 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: 151125878 BUSINESS ADDRESS: STREET 1: 801 LAKEVIEW DRIVE, SUITE 100 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2159864011 MAIL ADDRESS: STREET 1: 801 LAKEVIEW DRIVE, SUITE 100 CITY: BLUE BELL STATE: PA ZIP: 19422 FORMER COMPANY: FORMER CONFORMED NAME: BURROUGHS CORP /DE/ DATE OF NAME CHANGE: 19861204 8-K 1 offerterm.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 25, 2015 _________________________________________________________________________ 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 7.01. Regulation FD Disclosure. On September 25, 2015, Unisys Corporation issued a news release to announce its decision not to proceed with the previously-announced senior secured notes offering as current terms and conditions available in the market were not attractive for the Company to move forward. The release is furnished as Exhibit 99 to this Current Report. The information in this Current Report, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying Exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) The following exhibit is being furnished herewith: 99 News Release, dated September 25, 2015, of Unisys Corporation 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 25, 2015 By: /s/ Janet B. Haugen ------------------- Janet B. Haugen Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. ------ 99 News Release, dated September 25, 2015, of Unisys Corporation EX-99 2 ex99.txt News Release Investor Contact: Niels Christensen, 215-986-6651 Niels.Christensen@unisys.com Media Contact: Jim Kerr, 215-986-5795 Jim.Kerr@unisys.com Unisys Corporation Announces Withdrawal of Proposed Offering of Senior Secured Notes BLUE BELL, Pa., September 25, 2015 - Unisys Corporation ("Unisys" or the "Company") (NYSE: UIS) today announced that it has decided not to proceed with the previously-announced senior secured notes offering as current terms and conditions available in the market were not attractive for the Company to move forward. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Unisys Unisys is a global information technology company that works with many of the world's largest companies and government organizations to solve their most pressing IT and business challenges. Unisys specializes in providing integrated, leading-edge solutions to clients in the government, financial services and commercial markets. With more than 20,000 employees serving clients around the world, Unisys offerings include cloud and infrastructure services, application services, security solutions and high-end server technology. For more information, visit www.unisys.com. Follow us on Twitter and LinkedIn 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 effectively anticipate and respond to volatility and rapid technological innovation in its industry; the Company's ability to maintain and grow its technology business; the Company's ability to maintain and grow and improve margins in its services business; the Company's ability to drive efficiencies across all of its operations; the Company's significant pension obligations and requirements to make significant cash contributions to its defined benefit pension plans; the Company's ability to attract, motivate and retain experienced and knowledgeable personnel in key positions; 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 contracts may not be as profitable as expected or provide the expected level of revenues; cybersecurity breaches could result in significant costs and could harm the Company's business and reputation; a significant disruption in the Company's IT systems could adversely affect the Company's business and reputation; 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 adverse effects of global economic conditions, acts of war, terrorism or natural disasters; contracts with U.S. governmental agencies may subject the Company to audits, criminal penalties, sanctions and other expenses and fines; the risks of doing business internationally when approximately half of the Company's revenue is derived from international operations; financial market conditions that may inhibit the Company's ability to access capital and credit markets to address its liquidity needs; the potential for intellectual property 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 those risks set forth under the caption "Item 1A. Risk Factors" in the Company's most recent Form 10-K filing. Additional discussion of factors that could affect the Company's future results is contained in its periodic filings with the Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K, its most recent Form 10-Q as well as other public filings with the Securities and Exchange Commission since the filing of the Company's most recent annual report. The Company assumes no obligation to update any forward-looking statements. # # # RELEASE NO.: 0925/9360 Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder.