As filed with the Securities and Exchange Commission on June 12, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UNISYS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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38-0387840
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(215)
986-4011
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Gerald P. Kenney
Senior
Vice President, General Counsel and Secretary
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(267)
462-3600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Michael
Friedman, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, Pennsylvania 19013
(215)
981-4563
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any
of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instructions I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act of 1934, as amended (the Exchange Act).
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per unit (1)(2)(3)
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Proposed
Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee(3)
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Debt Securities (4)
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Common Stock, par value $.01 per share (5)
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Preferred Stock, par value $1 per share (6)
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Warrants (7)
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Stock Purchase Contracts (8)
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Total
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$700,000,000
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$700,000,000
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$87,150(9)
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(1)
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There are being registered hereunder such indeterminate principal amount of debt securities, shares of common stock and preferred stock, warrants and stock purchase contracts as may from time to time be issued at
indeterminate prices and have an aggregate initial offering price not to exceed $700,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. Such amount represents the offering price of
any preferred stock or common stock, the principal amount of any debt securities issued at their stated principal amount, the issue price rather than the principal amount of any debt securities issued at an original issue discount, the issue price
of any warrants or stock purchase contracts and the exercise price of any securities issuable upon the exercise of warrants or stock purchase contracts. The aggregate principal amount of the debt securities may be increased if any debt securities
are issued at an original issue discount by an amount such that the offering price to be received by the registrant shall be equal to the above amount to be registered. Any offering of securities denominated other than in United States dollars will
be treated as the equivalent of United States dollars based on the exchange rate applicable to the purchase of such securities at the time of the initial offering. This registration statement also covers an indeterminate amount of securities that
may be issued in exchange for, or upon conversion or exercise of, as the case may be, debt securities, preferred stock, or warrants registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder. No separate consideration will be received for any securities hereunder that are issued in exchange for, or upon conversion of, as the case may be, debt securities, preferred stock, or warrants. In addition, pursuant to Rule
416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits,
stock dividends or similar transactions.
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(2)
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We have estimated the amount to be registered and the proposed maximum offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The amount and price are
exclusive of accrued interest, if any, on the debt securities. The amount to be registered and proposed maximum aggregate offering price are not specified as to each class of security pursuant to General Instruction II.D of Form
S-3
under the Securities Act.
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(3)
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Calculated in accordance with Rule 457 under the Securities Act.
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(4)
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Debt securities may be issued (a) separately or (b) upon exercise of warrants to purchase debt securities that are registered hereby.
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(5)
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Common stock may be issued (a) separately, (b) upon the conversion of either debt securities or shares of preferred stock, each of which is registered hereby, (c) upon settlement of stock purchase contracts
that are registered hereby or (d) upon exercise of warrants to purchase common stock that are registered hereby. Shares of common stock issued upon conversion of debt securities or preferred stock will be issued without the payment of
additional consideration.
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(6)
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Preferred stock may be issued (a) separately or (b) upon exercise of warrants to purchase preferred stock that are registered hereby.
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(7)
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Warrants may represent rights to purchase debt securities, common stock or preferred stock, each of which is registered hereby.
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(8)
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Each stock purchase contract may be issued separately. A stock purchase contract obligates the holder, upon settlement, to purchase an indeterminate number of shares of common stock or other securities.
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(9)
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The $700,000,000 of securities registered hereunder consists of $700,000,000 of securities (the Unsold Securities) registered pursuant to Registration Statement
No. 333-202243
filed by the Registrant on February 19, 2016 and declared effective on March 10, 2016 (the Prior Registration Statement). Pursuant to Rule 457(p) under the Securities
Act, $70,490 of filing fees previously paid in connection with the Unsold Securities will continue to be applied to the Unsold Securities. A filing fee of $16,660 is paid herewith due to the increase in filing fee rate effective October 1,
2017. Pursuant to Rule 457(p), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a), may determine.