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): November 2, 2021
UNISYS CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | |
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| Delaware | 1-8729 | 38-0387840 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
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| (Address of principal executive offices) (Zip Code) |
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| (215) 986-4011 |
| (Registrant’s telephone number, including area code) |
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| N/A |
| (Former name or former address, if changed since last report) |
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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 | UIS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Emerging growth company ☐ |
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 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2021, Unisys Corporation (the "Company") issued a news release to report its financial results for the quarter ended September 30, 2021. The release is furnished as Exhibit 99 to this Current Report.
The information in Items 2.02 and 9.01 of this Current Report, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Items 2.02 and 9.01 of this Current Report herein and in the accompanying Exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021 the Company announced the appointment of Mike Thomson, currently the Company’s Chief Financial Officer, as President and Chief Operating Officer, effective upon the hiring of a new Chief Financial Officer. The Company has begun the search for a new Chief Financial Officer.
Mr. Thomson will succeed Eric Hutto, who will be leaving his current role on November 30, 2021 and will be terminating his employment with the Company on March 31, 2022. Peter Altabef, the Company’s current Chair and Chief Executive Officer, will assume Mr. Hutto’s responsibilities on an interim basis until the Chief Financial Officer transition is complete. For biographical information regarding Mr. Thomson and Mr. Altabef, please see Part I, Item 1 of the Company’s Form 10-K for the year ended December 31, 2020.
Upon Mr. Hutto’s departure, in addition to any benefits to which he is entitled under the Company’s plans in accordance with their terms, Mr. Hutto will be entitled to receive the benefits applicable upon a termination other than for cause pursuant to his September 1, 2015 letter agreement with the Company. In addition, Mr. Hutto will be entitled to any outstanding awards previously granted to him under the Company’s long-term incentive plans (other than the 2021 Performance Growth Restricted Stock Unit awards granted to him on February 26, 2021, which will vest in accordance with their terms based on the actual date of the termination of Mr. Hutto’s employment) as if he remained employed by the Company through March 31, 2023, except that all such time-based awards that would have vested between the date of the termination of Mr. Hutto’s employment and March 31, 2023 will be paid within sixty days of such termination date.
Item 9.01. Financial Statements and Exhibits
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| (d) | The following exhibit is being furnished herewith: |
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| Exhibit No. | | Description |
| | News Release, dated November 2, 2021, of Unisys Corporation |
EXHIBIT INDEX
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| Exhibit No. | | Description |
| | News Release, dated November 2, 2021, of Unisys Corporation |
SIGNATURE
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. | | | | | | | | | | | | |
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| | Unisys Corporation |
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| Date: November 2, 2021 | | By: | /s/ Michael M. Thomson | |
| | | Michael M. Thomson | |
| | | Executive Vice President and Chief Financial Officer | |
