UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 4, 2008
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UNISYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
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(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)
[x] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On December 4, 2008, Unisys Corporation (the "Company") received notice from
the New York Stock Exchange (the "NYSE") that the average per share closing
price of its common stock was below the NYSE's continued listing standard
relating to minimum average share price. Rule 802.01C of the NYSE's Listed
Company Manual requires that a company's common stock trade at a minimum
average closing price of $1.00 over a consecutive 30 trading-day period.
The Company intends to take actions to cure this deficiency, including pursuing
the reverse stock split discussed in Item 8.01 below. The Company will notify
the NYSE of its intention to take such actions in accordance with NYSE rules.
Under NYSE rules, the Company has six months from receipt of the NYSE's notice
to cure the deficiency before the NYSE initiates suspension and delisting
procedures. During this period, the Company's common stock will continue to be
listed and trade on the NYSE, subject to the Company's continued compliance
with other NYSE listing standards.
Item 8.01 OTHER EVENTS
On December 5, 2008, the Company issued a press release announcing that its
Board of Directors has approved a reverse stock split of the Company's common
stock. The reverse stock split, which is subject to stockholder approval, is
one of a number of initiatives the Company is pursuing to drive stockholder
value and help the Company regain compliance with the NYSE listing rules.
The reverse stock split would be effected by an amendment to the Company's
Restated Certificate of Incorporation. The Company intends to seek stockholder
approval of the amendment at its annual meeting of stockholders in the first
half of 2009. The time, date, location and other details regarding the meeting
and the proposal, including the reverse stock split ratio, will be set forth in
a proxy statement that the Company plans to file with the SEC and make
available to its stockholders. The proxy statement will be subject to SEC
review. The Company advises stockholders to read the proxy statement when it
becomes available because it will contain important information relating to the
meeting and the proposal. Stockholders may obtain a free copy of the proxy
statement and other documents (when available) that the Company files with the
SEC at the SEC's website at www.sec.gov. When filed, the proxy statement and
these other documents may also be obtained for free from the Company by
directing a request to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania
19424, Attention: Investor Relations, or at www.unisys.com.
Although the Company plans to seek stockholder approval of the reverse stock
split, there can be no assurances that it will be consummated or that it will
achieve its intended effects. Also, the Company reserves the right, in its
discretion, to abandon the reverse stock split at any time prior to filing the
applicable amendment to its Restated Certificate of Incorporation with the
Delaware Secretary of State.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated December 5, 2008
SIGNATURE
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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: December 5, 2008 By: /s/ Janet B. Haugen
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Janet B. Haugen
Senior Vice President, and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated December 5, 2008