SEC Comment Letter for UNISYS CORP (UIS) (CIK 0000746838) (UIS) — Jun 15, 2009
UNISYS CORP (UIS) (CIK 0000746838)
Date: June 15, 2009 · CIK: 0000746838 · Accession: 0000000000-09-031573
AI Filing Summary & Sentiment
File numbers found in text: 001-08729, 333-155735, 333-85650
Letter
Re: Unisys Corporation Registration Statement on Form S-3 Filed November 26, 2008 File No. 333-155735 Form 10-K for the fiscal year ended December 31, 2007 Filed February 29, 2008 File No. 001-08729 Dear Ms. Sundheim: We have limited our review of your filings to those issues we have addressed in our comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Registration Statement on Form S-3 filed November 26, 2008
Mail Stop 4561 December 23, 2008 Nancy Straus Sundheim Senior Vice President, Gene ral Counsel and Secretary Unisys Corporation Unisys Way Blue Bell, PA 19424
Calculation of Registration Fee
1. We note that the registration fee table indicates that you ar e relying on Rule 415(a)(6) to include $440 million worth of unsold securities that had been
Nancy Straus Sundheim Unisys Corporation December 23, 2008 Page 2 previously registered on a Form S-3 filed April 5, 2002 (File No. 333-85650) in the pending registration statement. We note further that based on the fee table of the prior registration statement, the am ount to be registered was $1,350 million. However, the cover page of the prior regi stration statement indi cates an amount of $1,500 million. Please clarify the source of the additional $150 million worth of securities. Further, please confirm that you have paid all of the registration fees for the unsold securities covered by the earlier registration statement that are included in the pending registration statement. Annual Report on Form 10-K filed February 29, 2008
Item 9A. Controls and Procedures, page 7
2. We note the conclusion of your certifyi ng officers in your Form 10-K that your disclosure controls and procedures we re not effective and that management identified a material weakness in internal control over financia l reporting as of December 31, 2007. We note similar disc losure in your Forms 10-Q for the quarters ended September 30, June 30 and March 31, 2008. You disclose the measures implemented during the applicab le quarter to improve your internal control over financial reporting and indicat e that this material weakness had not been remedied as of the end of the applicable periods. In future filings, please provide an estimated timetable for remediati on and any associated material costs.
* * * * *
As appropriate, please amend your regist ration statement in response to these comments. Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T. Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides an y requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
Nancy Straus Sundheim Unisys Corporation December 23, 2008 Page 3 • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Please contact Michael F. Johnson at (202) 551-3477 with any questions. If you require further assistance you ma y contact me at 202-551-3457.
S i n c e r e l y , Maryse Mills-Apenteng A t t o r n e y - A d v i s o r cc: Via Facsimile (212) 455-2502
Rise B. Norman, Esq. Simpson Thacher & Bartlett LLP
Show Raw Text
Mail Stop 4561 December 23, 2008
Nancy Straus Sundheim
Senior Vice President, Gene ral Counsel and Secretary
Unisys Corporation Unisys Way Blue Bell, PA 19424
Re: Unisys Corporation
Registration Statement on Form S-3
Filed November 26, 2008
File No. 333-155735
Form 10-K for the fiscal year ended December 31, 2007
Filed February 29, 2008
File No. 001-08729
Dear Ms. Sundheim:
We have limited our review of your filings to those issues we have addressed in
our comments. Where indicated, we think you should revise your documents in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-3 filed November 26, 2008
Calculation of Registration Fee
1. We note that the registration fee table indicates that you ar e relying on Rule
415(a)(6) to include $440 million worth of unsold securities that had been
Nancy Straus Sundheim
Unisys Corporation
December 23, 2008 Page 2
previously registered on a Form S-3 filed April 5, 2002 (File No. 333-85650) in
the pending registration statement. We note further that based on the fee table of the prior registration statement, the am ount to be registered was $1,350 million.
However, the cover page of the prior regi stration statement indi cates an amount of
$1,500 million. Please clarify the source of the additional $150 million worth of
securities. Further, please confirm that you have paid all of the registration fees
for the unsold securities covered by the earlier registration statement that are included in the pending registration statement.
Annual Report on Form 10-K filed February 29, 2008
Item 9A. Controls and Procedures, page 7
2. We note the conclusion of your certifyi ng officers in your Form 10-K that your
disclosure controls and procedures we re not effective and that management
identified a material weakness in internal control over financia l reporting as of
December 31, 2007. We note similar disc losure in your Forms 10-Q for the
quarters ended September 30, June 30 and March 31, 2008. You disclose the measures implemented during the applicab le quarter to improve your internal
control over financial reporting and indicat e that this material weakness had not
been remedied as of the end of the applicable periods. In future filings, please
provide an estimated timetable for remediati on and any associated material costs.
* * * * *
As appropriate, please amend your regist ration statement in response to these
comments. Your responsive amendment should also include a marked copy of the
amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T.
Marked copies such as those in HTML format that show changes within paragraphs help
us to expedite our review. Please furnish a cover letter with your amendment that keys
your responses to our comments and provides an y requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
Nancy Straus Sundheim
Unisys Corporation December 23, 2008 Page 3
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement. Please allow adequate time after the filing of any amendment for
further review before submitting a request for acceleration. Please provide this request at
least two business days in advance of the requested effective date.
Please contact Michael F. Johnson at (202) 551-3477 with any questions. If you
require further assistance you ma y contact me at 202-551-3457.
S i n c e r e l y , Maryse Mills-Apenteng A t t o r n e y - A d v i s o r
cc: Via Facsimile (212) 455-2502
Rise B. Norman, Esq. Simpson Thacher & Bartlett LLP