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) March 20, 2006
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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 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On March 20, 2006, Unisys Corporation announced that it will use the proceeds
from the sale of its shares in Nihon Unisys, Ltd.(see Item 8.01 below) to begin
its previously announced workforce reductions of 10 percent, or roughly 3,600
employees worldwide. The initial stage of the workforce reductions will affect
roughly 3,000 employees and is expected to be completed by the end of September
2006. The company is in the process of estimating the amount of charges to be
incurred in respect of the initial stage of the workforce reductions. The
company has previously disclosed that it expects to take charges of
approximately $250-$300 million through 2006 in respect of headcount reductions.
ITEM 8.01. OTHER EVENTS
Sale of Shares in Nihon Unisys, Ltd.
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On March 20, 2006, Unisys Corporation announced that it had completed the sale
of 30.2 million, or 99 percent, of the shares it owned in Nihon Unisys, Ltd.
(NUL), a publicly traded Japanese company. On March 23, 2006, Unisys sold the
remainder of its NUL shares. Unisys received gross proceeds of approximately
$378 million from these sales and will recognize a pre-tax gain of approximately
$147 million in the first quarter of 2006. NUL will remain the exclusive
distributor of Unisys hardware and software in Japan.
At December 31, 2005, Unisys owned approximately 29% of the voting common stock
of NUL. The company accounted for this investment by the equity method, and, at
December 31, 2005, the amount recorded in the company's books for the
investment, after the reversal of a minimum pension liability adjustment, was
$243 million. During the years ended December 31, 2005, 2004 and 2003, the
company recorded equity income related to NUL of $9.1 million, $16.2 million and
$18.2 million, respectively. These amounts were recorded in "Other income
(expense), net" in the company's consolidated statements of income.
Changes to U.S. Pension Plans
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On March 22, 2006, the company announced that it has adopted changes to its U.S.
defined benefit pension plans effective December 31, 2006 and will significantly
increase matching contributions to its defined contribution savings plan
beginning January 1, 2007. The press release is filed as Exhibit 99 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following Exhibits are filed herewith:
99 Press release of Unisys Corporation dated March 22, 2006
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: March 23, 2006 By: /s/ Joseph M. Munnelly
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Joseph M. Munnelly
Vice President and
Corporate Controller
EXHIBIT INDEX
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Exhibit
No.
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99 Press release of Unisys Corporation dated March 22, 2006