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) September 23, 2005
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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
On September 23, 2005, the Compensation Committee of the Board of Directors of
Unisys Corporation (the "Company") approved the acceleration of vesting of all
unvested stock options outstanding as of the close of business on September 23,
2005. These options were granted to the Company's employees, including its
executive officers, and outside directors under the Company's various equity
compensation plans. Options to purchase approximately 13 million shares (of
which, options to purchase approximately three million shares are held by the
Company's executive officers and directors) are subject to acceleration. The
weighted average exercise price of the options subject to acceleration is
$10.80. The closing price for the Company's common stock on September 23, 2005
was $6.56 per share.
The acceleration eliminates future compensation expense the Company would
otherwise recognize in its income statement with respect to these options upon
adoption of FASB Statement No. 123R (Share-Based Payment). The future expense
that will be eliminated is approximately $33 million over the next three years.
This expense will be reflected in pro forma footnote disclosure to the third
quarter 2005 financial statements.
Because these options are not fully achieving their original objective of
incentive compensation and employee retention, the Company believes that
acceleration may have a positive effect on employee morale, retention and
perception of option value.
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: September 29, 2005 By: /s/ Janet B. Haugen
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Janet B. Haugen
Senior Vice President and
Chief Financial Officer