-----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, QwEHEmJWDNFt86LROGqulowgXEHp2CcCmYv3XX4vfsw+lNP6icEkd3n1dJ7JFqek ++x/PbAzD0adCRjUf4kgHw== 0000746838-98-000006.txt : 19980507 0000746838-98-000006.hdr.sgml : 19980507 ACCESSION NUMBER: 0000746838-98-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980505 EFFECTIVENESS DATE: 19980505 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISYS CORP CENTRAL INDEX KEY: 0000746838 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 380387840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51887 FILM NUMBER: 98611007 BUSINESS ADDRESS: STREET 1: TOWNSHIP LINE & UNION MEETING RDS 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 As filed with the Securities and Exchange Commission on May 5, 1998 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.) Township Line and Union Meeting Roads Blue Bell, Pennsylvania 19424 (215) 986-4011 (Address of principal executive offices) 1990 UNISYS LONG-TERM INCENTIVE PLAN UNISYS LONG-TERM INCENTIVE PLAN (Full title of the Plans) HAROLD S. BARRON Senior Vice President, General Counsel and Secretary Unisys Corporation Township Line and Union Meeting Roads Blue Bell, Pennsylvania 19424 (215) 986-5299 (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, 15,000,000 $21.8125 $327,187,500 $96,521 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 April 28, 1998, 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 15,000,000 additional shares of Common Stock, par value $.01 per share, of Unisys Corporation (the "Company") for use in connection with the 1990 Unisys Long-Term Incentive Plan and the Unisys Long-Term Incentive Plan (the "Plans"). A Registration Statement on Form S-8 (No. 33-40259) (the "Prior Registration Statement") relating to the Plans 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 Harold S. Barron, 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 May 4, 1998. 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 Harold S. Barron, Robert H. Brust, Angus F. Smith 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 May 4, 1998. Signature Title - --------- ----- /s/ Lawrence A. Weinbach Chairman, President and Chief - ------------------------- Executive Officer (principal Lawrence A. Weinbach executive officer) and Director /s/Robert H. Brust Senior Vice President and Chief - ------------------ Financial Officer (principal Robert H. Brust financial officer) /s/ Janet M. Brutschea Haugen Vice President and Controller - ----------------------------- (principal accounting officer) Janet M. Brutschea Haugen /s/ J.P. Bolduc Director - --------------- J.P. Bolduc /s/ James J. Duderstadt Director - ------------------------ James J. Duderstadt /s/ Henry C. Duques Director - ------------------- Henry C. Duques Page 4 /s/ Gail D. Fosler Director - ------------------ Gail D. Fosler /s/ Melvin R. Goodes Director - -------------------- Melvin R. Goodes /s/ Edwin A. Huston Director - ------------------- Edwin A. Huston /s/ Kenneth A. Macke Director - -------------------- Kenneth A. Macke /s/ Theodore E. Martin Director - ---------------------- Theodore E. Martin /s/ Robert McClements, Jr. Director - ------------------------- Robert McClements, Jr. Page 5 EXHIBIT INDEX Exhibit No. - ------- 5 Opinion of Harold S. Barron, 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 2 May 5, 1998 Unisys Corporation Township Line and Union Meeting Roads Blue Bell, PA 19424 Re: Unisys Corporation Registration Statement on Form S-8 relating to the 1990 Unisys Long-Term Incentive 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 15,000,000 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 1990 Unisys Long-Term Incentive 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, Harold S. Barron EX-23.1 3 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 1990 Unisys Long-Term Incentive Plan and the Unisys Long-Term Incentive Plan of our reports dated January 15, 1998 (except for the fourth paragraph of Note 9 as to which the date is February 5, 1998), 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, 1997 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania May 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----