Unisys Corp 8-K, filed Mar 4, 2021
Unisys Corp (UIS)
8-K
2021-03-04
For: 2021-03-03
View Original
Added on
April 08, 2026
About this 8-K
Unisys Corp filed this 8-K on March 4, 2021, reporting on events of March 3, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
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): March 3, 2021
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Item 3.02 Unregistered Sales of Equity Securities.
In 2016, Unisys Corporation (the "Company" or "Unisys") issued $213.5 million aggregate principal amount of Convertible Senior Notes due 2021 (the "2021 Notes"). Following the completion of separate, privately negotiated exchange agreements in 2019, $84.2 million aggregate principal amount of 2021 Notes remained outstanding.
On March 3, 2021, the Company completed the conversion of the 2021 Notes that remained outstanding for a combination of cash and shares of Unisys common stock. As a result of the conversion of the outstanding 2021 Notes, the Company delivered to the holders (i) aggregate cash payments totaling approximately $86.5 million, which included an aggregate cash payment for outstanding principal of approximately $84.2 million, an aggregate cash payment for accrued interest of approximately $2.3 million and a nominal cash payment in lieu of fractional shares, and (ii) the issuance of 4,537,123 shares of Unisys common stock (the "Conversion Shares"). The issuance of the Conversion Shares was made in exchange for the 2021 Notes pursuant to an exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
The Company also received 1,251,460 shares of Unisys common stock from the settlement of the capped call transactions that the Company had entered into with the initial purchasers and/or affiliates of the initial purchasers of the 2021 Notes in connection with the issuance of the 2021 Notes. As a result, the net number of outstanding shares of Unisys common stock following the conversion of the 2021 Notes increased by 3,285,663 shares.
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.
Unisys Corporation | ||||||||||||||
Date: March 4, 2021 | By: | /s/ Michael M. Thomson | ||||||||||||
| Michael M. Thomson | ||||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||