Attached files
| file | filename |
|---|---|
| EX-4.1 - FIRST SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 21, 2012 - UNISYS CORP | d401390dex41.htm |
| EX-5.1 - OPINION OF SIMPSON THACHER & BARTLETT LLP - UNISYS CORP | d401390dex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT, DATED AUGUST 16, 2012 - UNISYS CORP | d401390dex11.htm |
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): August 16, 2012
UNISYS CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 1-8729 | 38-0387840 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. employer identification no.) |
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(Address of principal executive offices)
Registrant’s telephone number, including area code: (215) 986-4011
Check the appropriate box below if the Form 8-K 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
Pursuant to the terms and conditions of the Underwriting Agreement, dated as of August 16, 2012 (the “Underwriting Agreement”), between Unisys Corporation (the “Company”) and Citigroup Global Markets Inc., as the representative of the several underwriters named therein, the Company issued, on August 21, 2012, $210,000,000 aggregate principal amount of its 6.25% Senior Notes due 2017 (the “Notes”). The Notes were issued under the First Supplemental Indenture, dated as of August 21, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of June 1, 2012, between the Company and the Trustee.
A copy of each of the Underwriting Agreement, the Supplemental Indenture and the form of Note is filed as an exhibit hereto and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of August 16, 2012, between the Company and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule A therein | |
| 4.1 | First Supplemental Indenture, dated as of August 21, 2012, between the Company and the Trustee | |
| 4.2 | Form of 6.25% Senior Note due 2017 (included in Exhibit 4.1 hereto) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
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SIGNATURES
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: August 22, 2012 | By: | /s/ Janet B. Haugen | ||||
| Janet B. Haugen | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated August 16, 2012, between the Company and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule A therein | |
| 4.1 | First Supplemental Indenture, dated as of August 21, 2012, between the Company and the Trustee | |
| 4.2 | Form of 6.25% Senior Note due 2017 (included in Exhibit 4.1 hereto) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
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