UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Pulsepoint Communications
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(Name of Issuer)
COMMON STOCK, no par value
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(Title of Class of Securities)
745913103
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(CUSIP Number)
Harold S. Barron
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
Telephone: (215) 986-5299
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 14, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 745913103 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNISYS CORPORATION 38-0387840
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,109,937**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 610,833**
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,109,937**
10 SHARED DISPOSITIVE POWER
0****
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,720,770***
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.73%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 745913103 Page 3 of 12 Pages
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** Unisys Corporation is a party to an Agreement and Plan of Merger
dated as of June 14, 1999 by and among Unisys Corporation,
PulsePoint Communications ("PulsePoint") and Shellco Inc., a wholly
owned subsidiary of Unisys Corporation, providing for the merger of
Shellco Inc. into PulsePoint (the "Merger"), described further in
Item 4 of this Statement. 1,109,937 shares of common stock, no par
value ("PulsePoint Common Stock"), of PulsePoint Communications
("PulsePoint") are purchasable by Unisys Corporation ("Unisys")
upon exercise of an option granted to Unisys on June 14, 1999 and
described in Item 4 of this Statement. Prior to the exercise of
the option, Unisys is not entitled to any rights as a stockholder
of PulsePoint with respect to the shares of PulsePoint Common Stock
covered by the option. Unisys disclaims any beneficial ownership
of the shares of PulsePoint Common Stock which are purchasable by
Unisys upon exercise of the option on the grounds that the option
is not presently exercisable and only becomes exercisable upon the
occurrence of the events referred to in Item 4 of this Statement.
If the option were exercised, Unisys would have the sole right to
vote and to dispose of the shares of PulsePoint Common Stock issued
as a result of such exercise.
*** Unisys has the right to vote 610,833 shares of PulsePoint Common
Stock, representing 10.95 percent of the shares outstanding (as of
May 25, 1999) in favor of the Merger pursuant to the Voting
Agreements described below. Shares obtainable upon exercise of the
option described above are not eligible to vote on the Merger, but
would represent 16.6% of the outstanding shares if the Option were
to be exercised. The amount listed as beneficially owned is the
sum of (i) the 1,109,937 shares obtainable upon exercise of the
option and (ii) the 610,833 shares which may be voted by Unisys in
favor of the Merger. Under certain circumstances described below,
Unisys will have the right to vote 38 percent of the shares of
PulsePoint common stock in favor of the Merger.
Certain institutional holders (listed below) owning more than 90
percent of the outstanding shares of PulsePoint convertible
preferred stock and 10.95 percent of the outstanding shares of
PulsePoint Common Stock have agreed to vote in favor of the
Merger, pursuant to the terms of Voting Agreements (the "Voting
Agreements") dated as of June 14, 1999 between each of such
holders and Unisys. Each of such holders has granted an
irrevocable proxy in favor of Unisys to vote their shares of such
preferred stock and common stock in favor of the Merger. Unisys
has the right under the Voting Agreements to vote 633,838 shares
of PulsePoint Common Stock owned by Bandel Carano and the Oak
Entities (defined below) in favor of the Merger (representing
10.95% of the shares outstanding as of May 25, 1999). In addition
these holders have also agreed pursuant to the terms of letter
agreements (the "Letter Agreements") dated as of June 14, 1999
between each of such holders and Unisys, subject to completion of
the registration process in connection with the Merger by July
30, 1999, to convert a portion of their preferred holdings into
PulsePoint Common Stock prior to the special PulsePoint
shareholder meeting and to also vote those common shares in favor
of the merger. In such event, 89 percent of the PulsePoint series
B convertible preferred shares and 38 percent of the PulsePoint
Common Stock will be committed to approve the merger. If the
registration process is not completed by July 30, 1999, and the
holders of the preferred stock elect not to convert, Unisys has
the right to terminate the transaction before August 20, 1999.
Each of the following persons is a party to a Voting Agreement
and a Letter Agreement: Oak Investment Partners V, Limited
Partnership; Oak Investment Partners VII, Limited Partnership;
Oak Investment Partners III, a Limited Partnership; Oak VII
Affiliates Fund, Limited Partnership; Oak V Affiliates Fund,
Limited Partnership; Bandel L. Carano, an individual; Fredrick J.
Warren, an individual; and Robin Grace Warren, an individual;
Moore Global Investments, Ltd.; Remington Investment Strategies,
L.P.; Citiventure 96 Partnership Fund, L.P.; Chancellor Private
Capital Offshore Partners II, L.P.; Chancellor Private Capital
Partners III, L.P.; Chancellor Private Capital Offshore Partners
I, C.V.; and Microsoft Corporation.
**** Pursuant to the terms of the Voting Agreements and Letter
Agreements described above and in Item 4 to this Statement,
holders of shares of PulsePoint Common Stock and preferred stock
subject to such agreements may only transfer such shares subject
to the terms of such agreement.
<PAGE>
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
PULSEPOINT COMMUNICATIONS
Item 1. Security and Issuer
-------------------
This Statement on Schedule 13D (this "Statement") relates to the
common stock, no par value ("PulsePoint Common Stock"), of PulsePoint
Communications, a California corporation ("PulsePoint"). The principal
executive offices of PulsePoint are located at 6307 Carpinteria Avenue,
Carpinteria, California 93013.
Item 2. Identity and Background
-----------------------
This Statement is being filed by Unisys Corporation, a Delaware
corporation ("Unisys"). The principal business address of Unisys is Unisys
Way, Blue Bell, Pennsylvania 19424. Unisys is a worldwide information
services and technology company that provides systems and solutions to help
customers apply information technology to solve their business problems.
(a)-(c); (f) The name, business address, present principal
occupation or employment, and the name and principal business of any
corporation or other organization in which such employment is conducted of
each of the directors and executive officers of Unisys is set forth in
Schedule I hereto, which is incorporated herein by reference. Each person
listed in Schedule I hereto is a citizen of the United States.
(d)-(e) During the last five years, neither Unisys nor, to the
knowledge of Unisys, any of the persons listed on Schedule I hereto (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration
-----------------------------------------
As more fully described below, pursuant to the terms of the
Stock Option Agreement (as defined in the response to Item 4), Unisys will
have the right, upon the occurrence of certain events specified therein, to
purchase from time to time up to 1,109,937 shares of PulsePoint Common
Stock (subject to adjustment as provided in the Stock Option Agreement) at
a price of $6.60 per share. If Unisys purchases PulsePoint Common Stock
pursuant to the Stock Option Agreement, Unisys anticipates that the funds
to finance such purchase would come from working capital, although no
definitive determination has been made at this time as to the source of
such funds. However, pursuant to the terms of the Stock Option Agreement,
Unisys can perform a cashless exercise of the Option (as defined in the
response to Item 4), requiring no funds to gain the benefits of the Option.
Item 4. Purpose of the Transaction
--------------------------
(a)-(j) On June 14, 1999, Unisys, PulsePoint, and Shellco Inc.,
a California corporation and a wholly owned subsidiary of Unisys ("Merger
Sub"), entered into an Agreement and Plan of Merger, dated as of June 14,
1999 (the "Merger Agreement"), a copy of which is incorporated by reference
as Exhibit 1 and is incorporated herein by reference. The Merger Agreement
provides, among other things, for the merger of Merger Sub with and into
PulsePoint (the "Merger") with PulsePoint being the corporation surviving
the Merger (the "Surviving Corporation").
Pursuant to the Merger Agreement, at the Effective Time (as
defined in the Merger Agreement), Merger Sub shall be merged with and into
PulsePoint and the separate corporate existence of Merger Sub shall cease.
PulsePoint will continue as the surviving corporation in the Merger. At the
Effective Time, PulsePoint will become a wholly owned subsidiary of Unisys.
As a consequence of the Merger, Unisys will own 100% of the PulsePoint
Common Stock.
In the merger, each share of PulsePoint Common Stock will be
converted into Unisys common stock using an exchange ratio based on the
average price of Unisys common stock during a 20 consecutive trading-day
period ending on the fourth trading day prior to the PulsePoint shareholder
meeting to approve the transaction. The ratio will provide for a maximum
consideration of $6.60 (if the average price of Unisys common stock is
above $33.00) and a minimum consideration of $5.40 (if the average price is
below $27.00) for each PulsePoint common share. If the Unisys average price
is between $27.00 and 33.00, PulsePoint shareholders will receive 0.2
shares of Unisys common stock for each share of PulsePoint Common Stock.
PulsePoint convertible preferred stock will be converted into PulsePoint
Common Stock prior to the Merger.
Consummation of the Merger is subject to the satisfaction or
waiver at or prior to the Effective Time of certain conditions, including,
but not limited to, approval of the Merger and the Merger Agreement by the
holders of shares of PulsePoint Common Stock and PulsePoint preferred
stock, expiration or termination of the applicable waiting periods under
the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended, and
various other customary conditions.
The Merger Agreement contains certain customary restrictions on
the conduct of the business of PulsePoint pending the Merger, including,
without limitation, not declaring, setting aside or paying any dividend or
distribution payable in cash, stock or property in respect of any capital
stock of PulsePoint.
Concurrent with the execution of the Merger Agreement, Unisys
and PulsePoint entered into a Stock Option Agreement, dated as of June 14,
1999 (the "Stock Option Agreement"), a copy of which is incorporated by
reference as Exhibit 2 and is incorporated herein by reference. Pursuant to
the Stock Option Agreement, PulsePoint granted Unisys an unconditional,
irrevocable option (the "Option") to purchase, pursuant to the terms and
conditions thereof, up to 1,109,937 (subject to adjustment as provided in
the Stock Option Agreement) fully paid and nonassessable shares of
PulsePoint Common Stock at a price of $6.60 per share (such shares, the
"Option Shares" and such price, the "Option Price"). The Stock Option
Agreement provides that Unisys may exercise the Option in whole or in part,
at any time or from time to time after but only after the occurrence of any
event as a result of which Unisys is entitled to receive the Termination
Fee pursuant to Section 8.2 of the Merger Agreement and the Merger
Agreement is being or has been terminated (an "Exercise Event"); provided,
however, that except as provided in the last sentence of this paragraph,
the Option shall terminate and be of no further force and effect upon the
earliest to occur of (A) the Effective Time and (B) nine months after the
first occurrence of an Exercise Event. Notwithstanding the termination of
the Option, Unisys shall be entitled to purchase the Option Shares if it
has exercised the Option in accordance with the terms hereof prior to the
termination of the Option and the termination of the Option shall not
affect any rights thereunder which by their terms do not terminate or
expire prior to or as of such termination.
Certain institutional holders (listed below) owning more than
90 percent of the outstanding shares of PulsePoint convertible preferred
stock and approximately 10 percent of the outstanding shares of PulsePoint
Common Stock have agreed to vote in favor of the Merger, pursuant to the
terms of Voting Agreements (the "Voting Agreements") dated as of June 14,
1999 between each such holder and Unisys. Each such holder has granted an
irrevocable proxy in favor of Unisys to vote their shares of such preferred
stock and common stock in favor of the Merger. Unisys has the right under
the Voting Agreements to vote 610,833 shares of PulsePoint Common Stock
owned by the Oak Entities (defined below) in favor of the merger
(representing 10.95% of the shares outstanding as of May 25, 1999). In
addition these holders have also agreed pursuant to the terms of letter
agreements (the "Letter Agreements") dated as of June 14, 1999 between each
of such holders and Unisys, subject to completion of the registration
process in connection with the merger by July 30, 1999, to convert a
portion of their preferred holdings into common stock prior to the special
PulsePoint shareholder meeting and to also vote those common shares in
favor of the merger. In such event, 89 percent of the PulsePoint preferred
shares and 38 percent of the PulsePoint common shares will be committed to
approve the merger. If the registration process is not completed by July
30, 1999, and the holders of the preferred stock elect not to convert,
Unisys has the right to terminate the transaction before August 20, 1999.
Each of the following persons is a party to a Voting Agreement
and a Letter Agreement: Oak Investment Partners V, Limited Partnership, Oak
Investment Partners VII, Limited Partnership, Oak Investment Partners III,
A Limited Partnership, Oak VII Affiliates Fund, Limited Partnership, Oak V
Affiliates Fund, Limited Partnership, Bandel L. Carano, an individual,
Fredrick J. Warren, an individual, and Robin Grace Warren, an individual,
Moore Global Investments, Ltd., Remington Investment Strategies, L.P.,
Citiventure 96 Partnership Fund, L.P., Chancellor Private Capital Offshore
Partners II, L.P., Chancellor Private Capital Partners III, L.P.,
Chancellor Private Capital Offshore Partners I, C.V., and Microsoft
Corporation.
The foregoing summaries of the Merger Agreement, the Stock
Option Agreement, the Voting Agreements and the Letter Agreements do not
purport to be complete and are qualified in their entirety by reference to
the text of such agreements included as Exhibits 1, 2, 3 and 4
respectively.
Except as set forth in this Statement, the Merger Agreement,
the Stock Option Agreement, the Voting Agreements and the Letter Agreements
neither Unisys nor, to the best of Unisys's knowledge, any of the
individuals named in Schedule I hereto has any plans or proposals which
relate to or which would result in or relate to any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) - (b) By reason of its execution of the Stock Option
Agreement, Unisys may be deemed to have beneficial ownership of, and sole
voting and dispositive power with respect to, the shares of PulsePoint
Common Stock subject to the Option and, accordingly, might be deemed to
beneficially own 1,109,937 shares of PulsePoint Common Stock. Based on the
number of shares of PulsePoint Common Stock subject to the Option, Unisys
may be deemed to beneficially own approximately 16.6% of the outstanding
PulsePoint Common Stock (based upon (i) the 5,577,572 shares of PulsePoint
Common Stock outstanding on May 25, 1999, as represented to Unisys by
PulsePoint in the Merger Agreement, and (ii) an additional 1,109,937 shares
that PulsePoint will issue to Unisys in the event that the Option is
exercised) following the exercise in whole of the Option for 1,109,937
shares of PulsePoint Common Stock. However, Unisys expressly disclaims any
beneficial ownership of the shares of PulsePoint Common Stock which are
purchasable by Unisys upon exercise of the Option, on the grounds that the
Option is not presently exercisable and only becomes exercisable upon the
occurrence of the events referred to in Item 4 above. If the Option were
exercised, Unisys would have the sole right to vote and to dispose of the
shares of PulsePoint issued as a result of such exercise.
In addition, pursuant to the terms of the Voting Agreements and
the Letter Agreements, Unisys may be deemed to be the beneficial owner of
shares of PulsePoint Common Stock subject to such agreements.
Unisys has the right to vote 610,833 shares of PulsePoint
Common Stock, representing 10.95 percent of the shares outstanding (as of
May 25, 1999) in favor of the Merger pursuant to the Voting Agreements
described below. Shares obtainable upon exercise of the option described
above are not eligible to vote on the Merger, but would represent 16.6% of
the outstanding shares if the Option were to be exercised. The amount
listed on item 11 of Schedule 13D as beneficially owned is the sum of (i)
the 1,109,937 shares obtainable upon exercise of the option and (ii) the
610,833 shares which may be voted by Unisys in favor of the Merger. Under
certain circumstances, Unisys will have the right to vote 38 percent of the
shares of PulsePoint Common Stock in favor of the Merger.
Certain institutional holders (listed below) owning more than
90 percent of the outstanding shares of PulsePoint convertible preferred
stock and 10.95 percent of the outstanding shares of PulsePoint Common
Stock have agreed to vote in favor of the Merger, pursuant to the terms of
Voting Agreements (the "Voting Agreements") dated as of June 14, 1999
between each of such holders and Unisys. Each of such holders has granted
an irrevocable proxy in favor of Unisys to vote their shares of such
preferred stock and common stock in favor of the Merger. Unisys has the
right under the Voting Agreements to vote 610,833 shares of PulsePoint
Common Stock owned by the Oak Entities (defined below) in favor of the
Merger (representing 10.95% of the shares outstanding as of May 25, 1999).
In addition these holders have also agreed pursuant to the terms of letter
agreements (the "Letter Agreements") dated as of June 14, 1999 between each
of such holders and Unisys, subject to completion of the registration
process in connection with the Merger by July 30, 1999, to convert a
portion of their preferred holdings into common stock prior to the special
PulsePoint shareholder meeting and to also vote those common stock in favor
of the Merger. In such event, 89 percent of the PulsePoint preferred shares
and 38 percent of the PulsePoint Common Stock will be committed to approve
the Merger. If the registration process is not completed by July 30, 1999,
and the holders of the preferred stock elect not to convert, Unisys has the
right to terminate the transaction before August 20, 1999.
(c) Neither Unisys nor, to the best of Unisys's knowledge, any
of the individuals named in Schedule I hereto, has effected any transaction
in PulsePoint Stock during the past 60 days.
(d) So long as Unisys has not exercised the Option (and prior
to the consummation of the Merger), Unisys does not have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of PulsePoint Common Stock or
preferred stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
--------------------------------------------------------------
Except as provided in the Merger Agreement, the Voting Agreements
and the Letter Agreements or as set forth in this Statement, neither Unisys
nor, to the best of Unisys's knowledge, any of the individuals named in
Schedule I hereto has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of PulsePoint, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1 Agreement and Plan of Merger, dated as of June
14, 1999, among Unisys, Shellco Inc. and PulsePoint.
Incorporated by reference to Exhibit 2.1 of
PulsePoint Communications current report on Form
8-K, dated June 14, 1999.
Exhibit 2 Stock Option Agreement, dated as of June 14,
1999, between Unisys and PulsePoint (PulsePoint as
Issuer). Incorporated by reference to Exhibit 10.1
of PulsePoint's current report on Form 8-K, dated
June 14, 1999.
Exhibit 3* Form of Voting Agreement, dated as of June 14,
1999. Incorporated by reference to Exhibit 10.2 of
PulsePoint Communications' current report on Form
8-K, dated June 14, 1999.
Exhibit 4** Form of Letter Agreement. Incorporated by
reference to Exhibit 10.3 of PulsePoint
Communications' current report on form 8-K dated
June 14, 1999.
* Unisys Corporation has entered into a Voting Agreement in substantially
the form incorporated by reference herewith with Oak Investment Partners
V, Limited Partnership; Oak Investment Partners VII, Limited Partnership;
Oak Investment Partners III, A Limited Partnership; Oak VII Affiliates
Fund, Limited Partnership; Oak V Affiliates Fund, Limited Partnership; and
Bandel L. Carano (collectively, the "Oak Entities"); Frederick J. Warren;
Microsoft Corporation; Citiventure 96 A.P. Partnership Fund, L.P.;
Chancellor Private Capital Offshore Partners II, L.P.; Chancellor Private
Capital Partners III, Limited Partnership; Chancellor Private Capital
Offshore Partners I, C.V.; Moore Global Investments, Ltd. and Remington
Investment Strategies, L.P.
** Unisys and PulsePoint have received letters in substantially the form
incorporated by reference herein from the Oak Entities; Frederick J.
Warren; Microsoft Corporation; Citiventure 96 A.P. Partnership Fund, L.P.;
Chancellor Private Capital Offshore Partners II, L.P.; Chancellor Private
Capital Partners III, Limited Partnership; Chancellor Private Capital
Offshore Partners I, C.V.; Moore Global Investments, Ltd. and Remington
Investment Strategies, L.P.; except that the letter from the Oak Entities
provides for the conversion of thirty three percent (33%) of shares of the
PulsePoint preferred stock held by them.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: June 24, 1999
UNISYS CORPORATION
By: /s/ Robert H. Brust
------------------------
Name: Robert H. Brust
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
UNISYS CORPORATION
The name, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of Unisys
Corporation ("Unisys") is set forth below. Each of the directors and
executive officers is a citizen of the United States. Unless otherwise
indicated below, the business address of each executive officer is Unisys
Corporation, Unisys Way, Blue Bell, Pennsylvania 19424.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Directors
---------
J.P. Bolduc Chairman and Chief Executive Officer of JPB
Enterprises, Inc.
James J. Duderstadt President Emeritus and University Professor
of Science and Engineering at the
University of Michigan
Kenneth A. Macke General Partner of Macke Partners
Gail D. Fosler Senior Vice President and Chief Economist
of The Conference Board
Melvin R. Goodes Retired Chairman and Chief Executive
Officer of Warner-Lambert Company
Edwin A. Huston Vice Chairman of Ryder System, Inc.
Robert McClements, Jr. Retired Chairman, President and Chief
Executive Officer of Sun Company, Inc.
Henry C. Duques Director and Chairman and Chief Executive
Officer of First Data Corporation
Theodore E. Martin Retired President and Chief Executive
Officer of Barnes Group Inc.
Lawrence A. Weinbach Chairman of the Board, President and Chief
Executive Officer of Unisys
Executive Officers
------------------
Lawrence A. Weinbach Chairman of the Board, President and Chief
Executive Officer
Gerald A. Gagliardi Executive Vice President; President, Unisys
Global Customer Services
George R. Gazerwitz Executive Vice President; President, Unisys
Computer Systems
Lawrence C. Russell Executive Vice President; President, Unisys
Information Services
David O. Aker Senior Vice President, Worldwide Human
Resources
Harold S. Barron Senior Vice President, General Counsel and
Secretary
Jack A. Blaine Senior Vice President; President, Pacific
Asia Americas
Robert H. Brust Senior Vice President and Chief Financial
Officer
Joseph W. McGrath Senior Vice President; Major Accounts Sales
and Chief Marketing Officer
James F. McGuirk II Senior Vice President, President, Unisys
Federal Systems
Richard D. Badler Vice President, Corporate Communications
Janet Brutschea Haugen Vice President and Controller
Jack F. McHale Vice President, Investor Relations
Angus F. Smith Vice President and Treasurer
