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) May 20, 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)
\ \ 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 1.01 Entry into a Material Definitive Agreement
The discussion under Item 5.02 below is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 20, 2008, pursuant to an agreement (the "Agreement") by and among
Unisys Corporation (the "Company"), on the one hand, and MMI Investments, L.P.,
MCM Capital Management, LLC, Clay B. Lifflander and Charles B. McQuade
(collectively, the "MMI Group") on the other hand, the Company increased the
size of its board of directors (the "Board") to thirteen members, and
appointed, effective immediately, Mr. Lifflander, President of MMI Investments,
L.P., to the class of directors serving until the Company's 2008 annual
meeting of stockholders (the "Annual Meeting"), and Mr. McQuade, Retired
Chairman and Chief Executive Officer of Securities Industry Automation Corp.,
to the class of directors serving until the Company's 2010 annual meeting of
stockholders. Under the Agreement, the Board will nominate Mr. Lifflander for
election to the Board at the Annual Meeting.
Pursuant to the Agreement, Mr. McQuade will be appointed to the
Board's Compensation Committee and Finance Committee, and Mr. Lifflander to the
Board's Nominating and Corporate Governance Committee and Finance Committee
immediately following the Annual Meeting.
The parties have further agreed that, until the later of September 15,
2008 or the date on which Mr. Lifflander (or any replacement of Mr. Lifflander
appointed, in the event of Mr. Lifflander's resignation, removal, death or
incapacity, in accordance with the terms and conditions set forth in the
Agreement) ceases to be a director of the Company, the MMI Group and its
affiliates will not acquire any voting securities of the Company which would
increase their ownership to more than 20 percent of the outstanding shares of
the Company's common stock, or sell any voting securities of the Company to any
person who would, as a result of such sale, hold more than 10 percent of the
outstanding shares of the Company's common stock (subject to certain specified
exceptions). The agreement also restricts the MMI Group from, among other
things, engaging in proxy solicitations in an election contest, advancing
stockholder proposals, seeking to call a meeting of stockholders or solicit
consents from stockholders, or seeking to obtain additional representation on
the Board or remove any Board member during the time period described above.
The Agreement also contains provisions with respect to public
announcements, confidentiality and reimbursement of MMI Group's reasonable,
documented out-of-pocket fees and expenses, up to $125,000, incurred in
connection with the negotiation and execution of the Agreement and other
matters related to the Annual Meeting.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is attached as Exhibit 10.1
hereto and incorporated by reference herein. A press release issued by the
Company regarding these matters is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Governance and Cooperation Agreement, dated May 20, 2008,
by and among Unisys Corporation, MMI Investments, L.P.,
MCM Capital Management, LLC, Clay B. Lifflander and Charles
B. McQuade
99.1 Press Release dated May 21, 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: May 22, 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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10.1 Governance and Cooperation Agreement, dated May 20, 2008,
by and among Unisys Corporation, MMI Investments, L.P.,
MCM Capital Management, LLC, Clay B. Lifflander and Charles
B. McQuade
99.1 Press Release dated May 21, 2008