As
filed with the Securities and Exchange Commission on May 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The
Securities Act of 1933
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UNISYS CORPORATION
(Exact name of registrant as specified in
its charter) |
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Delaware |
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38-0387840 |
(State or other jurisdiction
of incorporation or organization)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania
(Address of Principal Executive Offices) |
|
(I.R.S. Employer
Identification No.)
19422
(Zip Code) |
UNISYS CORPORATION 2024 LONG-TERM INCENTIVE
AND EQUITY COMPENSATION PLAN
(Full title of the plan)
Kristen Prohl, Esq.
Senior Vice President, General Counsel, Secretary
and
Chief Administration Officer
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(215) 986-4011
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Alex Gonzalez, Esq.
Vice President, Deputy General Counsel and
Assistant Secretary
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(215) 986-4011
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
Non-accelerated filer
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¨ |
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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. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information.* |
| Item 2. | Registrant Information and Employee Plan Annual Information.* |
* As permitted by Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I
of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Unisys
Corporation 2024 Long-Term Incentive and Equity Compensation Plan (the “Plan”) as required by Rule 428(b)(1).
Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
By this reference, the following documents filed
or to be filed by Unisys Corporation (the “Registrant” or the “Company”) with the Commission are
incorporated into and made a part of this Registration Statement:
| 2. | The description of the Registrant’s common stock, par value $.01 per share (“Common Stock”),
contained in Exhibit 4.4 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the
Commission on February 26, 2024, together with any subsequent amendment or report filed for the purpose of updating such description. |
In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)
subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all shares of Common Stock offered hereby have been sold or which deregisters any shares of such Common Stock then
remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement
contained in a subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Notwithstanding the above, information that is
“furnished” to the Commission shall not be deemed “filed with” the Commission and shall not be deemed incorporated
by reference into this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides, among other things:
| · | for permissive indemnification for expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by designated persons, including directors and officers of a corporation, in the event such persons are parties
to litigation other than stockholder derivative actions if certain conditions are met; |
| · | for permissive indemnification for expenses actually and reasonably incurred by designated persons, including
directors and officers of a corporation, in the event such persons are parties to stockholder derivative actions if certain conditions
are met; |
| · | for mandatory indemnification for expenses actually and reasonably incurred by designated persons, including
directors and officers of a corporation, in the event such persons are successful on the merits or otherwise in litigation covered by
the two preceding bullet points; and |
| · | that the indemnification provided for by Section 145
shall not be deemed exclusive of any other rights which may be provided under any by-law, agreement, stockholder or disinterested director
vote, or otherwise. |
The Company’s Restated Certificate of Incorporation,
as amended (the “Certificate of Incorporation”) provides that a director of the Company shall not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any
breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for paying a dividend or approving a stock repurchase in
violation of Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
The Certificate of Incorporation also provides
that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent
for another entity) shall be indemnified and held harmless by the Company, to the fullest extent authorized by the DGCL, as in effect
(or, to the extent indemnification is broadened, as it may be amended) against all expense, liability or loss reasonably incurred by such
person in connection therewith. The Certificate of Incorporation further provides that such rights to indemnification are contract rights
and shall include the right to be paid by the Company the expenses incurred in defending the proceedings specified above, in advance of
their final disposition, provided that, if the DGCL so requires, such payment shall only be made upon delivery to the Company by the indemnified
party of an undertaking to repay all amounts so advanced if it shall ultimately be determined that the person receiving such payment is
not entitled to be indemnified. Persons so indemnified may bring suit against the Company to recover unpaid amounts, and if the suit is
successful, the Company shall reimburse the indemnified party for the expense of bringing the suit. The Certificate of Incorporation provides
that the right to indemnification and to the advance payment of expenses shall not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate of Incorporation or the Company’s By-Laws, as amended (the “By-Laws”)
or otherwise. By resolution effective September 16, 1986, the Board of Directors extended the right to indemnification provided directors
and officers by the Certificate of Incorporation to employees of the Company. The Certificate of Incorporation also provides that the
Company may maintain insurance, at its expense, to protect itself and any of its directors, officers, employees or agents against any
expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or
loss under the DGCL.
On April 28, 1988, at the Company’s
1988 Annual Meeting of Stockholders, the stockholders authorized the Company to enter into indemnification agreements with its directors,
and such indemnification agreements have been executed with each of the directors of the Company. The indemnification agreements provide
that the Company shall, except in certain situations specified below, indemnify a director against any expense, liability or loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by the director in connection
with any actual or threatened action, suit or proceeding (including derivative suits) in which the director may be involved as a party
or otherwise, by reason of the fact that the director is or was serving in one or more capacities as a director or officer of the Company
or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise.
The indemnification agreements require indemnification
except to the extent (i) payment for any liability is made under an insurance policy provided by the Company, (ii) indemnification
is provided by the Company under the Certificate of Incorporation or the By-Laws, the DGCL or otherwise than pursuant to the indemnification
agreement, (iii) the liability is based upon or attributable to the director gaining any personal pecuniary profit to which such
director is not legally entitled or is determined to result from the director’s knowingly fraudulent, dishonest or willful misconduct,
(iv) the liability arises out of the violation of certain provisions of the Exchange Act, or (v) indemnification has been determined
not to be permitted by applicable law.
The indemnification agreements further provide
that, in the event of a Potential Change in Control (as defined therein), the Company shall cause to be maintained any then existing policies
of directors’ and officers’ liability insurance for a period of six years from the date of a Change in Control (as defined
therein) with coverage at least comparable to and in the same amounts as that provided by such policies in effect immediately prior to
such Potential Change in Control. In the event of a Potential Change in Control, the indemnification agreements also provide for the establishment
by the Company of a trust, for the benefit of each director, upon the written request by the director. The trust shall be funded by the
Company in amounts sufficient to satisfy any and all liabilities reasonably anticipated at the time of such request, as agreed upon by
the director and the Company.
The indemnification agreements also provide that
no legal actions may be brought by or on behalf of the Company, or any affiliate of the Company, against a director after the expiration
of two years from the date of accrual of such cause of action, and that any claim or cause of action of the Company or its affiliate shall
be extinguished and deemed released unless asserted by the timely filing of a legal action within such two year period. The directors
and officers of the Company are insured against certain civil liabilities, including liabilities under federal securities laws, which
might be incurred by them in such capacity.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
The following exhibits have been filed as a part
of this Registration Statement and are specifically incorporated by reference:
EXHIBIT INDEX
Exhibit No. | | Description
of Exhibits |
ǂ
Filed herewith.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
i. To
include any prospectus required by Section 10(a)(3) of the Securities Act;
ii. To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing
Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and
iii. To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to applicable law, the Registrant’s articles of incorporation or bylaws, as such may be amended from time
to time, the Registrant’s indemnification agreements or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 Tysons Corner, VA, on the date indicated below.
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UNISYS
CORPORATION |
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(Registrant) |
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May 7,
2024 |
By: |
/s/ Peter Altabef |
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Peter Altabef |
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Chairman and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints each of Peter Altabef, Debra McCann and Kristen Prohl his or her true and lawful attorney-in-fact and agent with
full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities on May 7, 2024.
Signature |
Title |
|
|
/s/
Peter Altabef |
Chairman
and Chief Executive Officer
|
Peter Altabef |
(Principal
Executive Officer) |
|
|
/s/
Debra McCann
|
Executive
Vice President and Chief Financial Officer
|
Debra
McCann |
(Principal
Financial Officer) |
|
|
/s/
David Brown
|
Vice
President, Chief Accounting Officer and Corporate |
David
Brown |
Controller
(Principal Accounting Officer) |
|
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/s/
Nathaniel A. Davis
|
Director |
Nathaniel
A. Davis |
|
|
|
/s/
Matthew J. Desch
|
Director |
Matthew
J. Desch |
|
|
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/s/
Philippe Germond
|
Director |
Philippe
Germond |
|
|
|
/s/
Deborah Lee James
|
Director |
Deborah
Lee James |
|
|
|
/s/
John Kritzmacher
|
Director |
John
Kritzmacher |
|
|
|
/s/
Paul E. Martin |
Director |
Paul
E. Martin |
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|
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/s/
Regina M. Paolillo
|
Director |
Regina
M. Paolillo |
|
|
|
/s/
Troy K. Richardson
|
Director |
Troy
K. Richardson |
|
|
|
/s/
Lee D. Roberts |
Director |
Lee
D. Roberts |
|
|
|
/s/
Roxanne Taylor |
Director |
Roxanne
Taylor |
|
Exhibit 5.1
Troutman Pepper Hamilton Sanders LLP
Troutman Sanders Building, 1001 Haxall Point
Richmond, VA 23219 | | |
troutman.com | | |
|
May 7, 2024
Unisys Corporation
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Unisys Corporation,
a Delaware corporation (the “Company”), in connection with the filing by the Company of the above-referenced registration
statement on Form S-8 (the “Registration Statement”) with the United States Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection
with the registration of 13,859,849 shares (the “Shares”) of the Company’s common stock, par value $.01 per
share (the “Common Stock”), to be issued in accordance with the 2024 Long-Term Incentive and Equity Compensation Plan
(the “Plan”). The issuance of the Shares pursuant to the Plan was approved by the Board of Directors of the Company
(the “Board”) on February 16, 2024 and was approved by the stockholders of the Company on May 1, 2024 at
the Company’s 2024 Annual Meeting of Stockholders.
This opinion is being furnished in accordance
with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates, orders, opinions,
correspondence with public officials, certificates provided by the Company’s officers and representatives, and other documents
as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the corporate
and organizational documents of the Company, including the Restated Certificate of Incorporation, as amended to date (the “Certificate
of Incorporation”), and the Amended and Restated Bylaws, as amended to date, (ii) the resolutions (the “Resolutions”)
of the Board with respect to the offering and issuance of the Shares under the Plan and certain related matters, (iii) the Plan
and (iv) the Registration Statement and exhibits thereto.
For purposes of the opinion expressed below,
we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of
all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the
legal capacity of natural persons, (iv) the genuineness of all signatures, including electronic signatures, not witnessed by us,
(v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding
effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have reviewed.
Based on the foregoing, and in reliance thereon,
and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the
Shares have been duly authorized for issuance, and, when and if issued, delivered and paid for in accordance with the Certificate, the
Plan, the Registration Statement and the Resolutions (assuming that, upon any issuance of the Shares, the total number of shares of Common
Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue
under the Certificate), such Shares will be legally issued, fully paid and non-assessable.
May 7, 2024
Page 7 | | |
|
We express no opinion as to the effect of the
laws of any state or jurisdiction other than the laws of the State of Delaware or as to the securities or blue sky laws of any state
(including, without limitation, Delaware), municipal law or the laws of any local agencies within any state (including, without limitation,
Delaware). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly
stated herein.
Our opinion is as of the date hereof, and we
have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to
prior events that are subsequently brought to our attention, and we disavow any undertaking to advise you of any changes in law.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration
Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the
offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
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Very
truly yours, |
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|
|
/s/
Troutman Pepper Hamilton Sanders LLP |
|
|
|
Troutman
Pepper Hamilton Sanders LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have issued our reports dated February 26,
2024 with respect to the consolidated financial statements and internal control over financial reporting of Unisys Corporation included
in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON
LLP
Philadelphia, Pennsylvania
May 7, 2024
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Unisys Corporation of our report dated March 1, 2023 relating to the financial statements and financial statement
schedule, which appears in Unisys Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 7, 2024
Exhibit 107
CALCULATION
OF FILING FEE TABLE
Form S-8
(Form Type)
Unisys
Corporation
(Exact Name
of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
|
Security Type |
Security Class Title |
Fee
Calculation or Carry
Forward Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price Per Unit(3) |
Maximum
Aggregate
Offering
Price(3) |
Fee
Rate |
Amount
of Registration Fee(3) |
Newly
Registered Securities |
Fees
to Be Paid |
Equity |
Common
Stock,
par value $.01
per share |
Rule 457(c) and
Rule 457(h) |
13,859,849(2) |
$5.265 |
$72,972,105 |
0.00014760 |
$10,771.00 |
Total
Offering Amounts |
$72,972,105 |
|
$10,771.00 |
Total
Fee Offsets |
|
|
$0 |
Net
Fee Due |
|
|
$10,771.00 |
(1) | This Registration Statement also covers an
indeterminate number of shares of Unisys Corporation (the “Registrant”)
common stock, 0.01 par value per share (“Common Stock”), which may be
issuable pursuant to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation
Plan (the “2024 Plan”) as a result of stock splits, reverse stock splits,
stock dividends, combinations of shares, spin-offs, recapitalizations, mergers and other
capital adjustments, in accordance with Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”). |
(2) | This Registration Statement covers 13,859,849
shares of the Registrant’s Common Stock, which includes the shares of Common Stock
potentially issuable pursuant to the 2024 Plan, plus an additional allowance for shares that
may be recycled into the 2024 Plan due to the cancellation, forfeiture, expiration, termination,
cash settlement or similar event with respect to awards issued under the 2024 Plan or prior
plans. |
(3) | Estimated pursuant to Rules 457(c) and
457(h) under the Securities Act, solely for the purpose of calculating the amount of
the registration fee. The price shown is based upon the average of the high and low prices
of the Registrant’s Common Stock, as reported on the New York Stock Exchange on May 3, 2024. |
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