-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DlozCwK2Z7nV23+ayWZkHxGSV+m3V4llkRi/ZCagPKNyQ0fj/dKYZ3/0GWZmmUpy bQh7hUQW4fjwOPwwyc713g== 0001157523-06-008659.txt : 20060822 0001157523-06-008659.hdr.sgml : 20060822 20060822151013 ACCESSION NUMBER: 0001157523-06-008659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060822 DATE AS OF CHANGE: 20060822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN TECHNOLOGY CO INC CENTRAL INDEX KEY: 0000805792 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 133258160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09334 FILM NUMBER: 061048626 BUSINESS ADDRESS: STREET 1: 2 TRAP FALLS ROAD STREET 2: SUITE 402 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2034021000 MAIL ADDRESS: STREET 1: 2 TRAP FALLS ROAD STREET 2: SUITE 402 CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 a5214005.txt BALDWIN TECHNOLOGY COMPANY, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 22, 2006 (August 17, 2006) Baldwin Technology Company, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9334 13-3258160 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) Two Trap Falls Road, Suite 402, CT 06484 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 203-402-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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 (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 1.01 Entry into a Material Definitive Agreement - --------- ------------------------------------------ Management Incentive Compensation Plan - -------------------------------------- On August 16, 2006, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Baldwin Technology Company, Inc. (the "Company") approved, and recommended for approval by the Independent Directors, who on August 16, 2006 approved and recommended for approval by the full Board, which on August 17, 2006 approved, the performance criteria and implementation of the Management Incentive Compensation Plan ("MICP") for the Company's fiscal year ending June 30, 2007 ("FY07"). The FY07 MICP is similar in operation to the MICP previously filed as Exhibit 10.54 to the Company's Annual Report on Form 10-K for the year ended June 30, 2002, except that performance measures associated therewith are revised annually by the Committee. As described in the Company's proxy statement issued in connection with the annual meeting of shareholders, under the MICP, each executive officer and key manager (a "participant") is eligible to earn cash incentive compensation based on a target bonus percentage of his/her base salary upon the achievement of either corporate consolidated performance targets or the achievement of a combination of corporate consolidated performance targets and local performance objectives. A participant's position with the Company and his/her overall responsibilities in the organization determine the target bonus opportunity percentage and whether his/her objectives are based on the corporate consolidated performance (at 100%) or a combination of corporate (at 50%) and local (at 50%) performance. The individual target award opportunities range for MICP participants from 7.5% to 50%, with Gerald A. Nathe, the Company's Chairman and Chief Executive Officer, Karl S. Puehringer, its President and Chief Operating Officer ("COO"), Vijay C. Tharani, its Vice President, Chief Financial Officer and Treasurer, and Shaun J. Kilfoyle, its Vice President, each participating at the 50% bonus level. A copy of the FY07 MICP is attached as Exhibit 10.1 to this report and is hereby incorporated herein by this reference. New Pension Insurance for President and COO - ------------------------------------------- On August 16, 2006, the Committee approved and recommended for approval by the full Board, which approved on August 17, 2006, the establishment of a pension plan benefit, at Company expense, on behalf of Karl Puehringer, the Company's President and COO, to fill the gap in his contributions to the German Pension System during his absence from Germany. At the request of the Company, Mr. Puehringer has recently relocated his residence to the United States and is contributing to the U.S. Social Security plan. However, all contributions will become forfeited if the contributions are not continued for a period of ten (10) years. Therefore, the Board, upon recommendation from the Committee, authorized on August 17th the Company to make a contribution to a private pension plan at the cost of approximately 1,000 EU per month, during the period of time that Mr. Puehringer resides in the United States and is not covered under the German government pension plan and is not eligible to collect a pension under the U.S. Social Security plan. -2- Compensation of Chairman/Chief Executive Officer - ------------------------------------------------ On August 16, 2006, as part of its annual review of the Chief Executive Officer's compensation, the Committee approved an increase in the compensation of Gerald A. Nathe, the Company's Chairman and Chief Executive Officer, from an annual base salary of $300,000 to $450,000, effective July 1, 2006. In accordance with the Committee's charter, the Independent Directors approved this increase in Mr. Nathe's compensation at its meeting held on August 16th and the Board of Directors approved/ratified the actions of the Committee and the Independent Directors at its meeting held August 17th. Item 5.02 Departure of Directors or Principal Officers; Election of - --------- ---------------------------------------------------------- Directors; Appointment of Principal Officers -------------------------------------------- The Company reported that on August 17, 2006, the Company's Board elected Dr. Frederick James Westlake as a Class III Director of the Company to serve until the 2008 Annual Meeting of stockholders of the Company. Dr. Westlake was also appointed to serve on the Compensation Committee of the Board. Dr. Westlake, aged 63, a British citizen, became Chairman and CEO in 1983 of First Technology PLC, a U.K.-based private company that grew to become an international business listed on the London Stock Exchange. The business of that company included automotive safety and sensing. Dr. Westlake resigned from the board when Honeywell Corporation acquired First Technology PLC in March 2006. Prior to establishing First Technology, Dr. Westlake was a lecturer at Imperial College, London University, a guidance system engineer for the NASA Apollo program, an R&D director for British Iron and Steel Corporation, a divisional chief executive of Thorn EMI PLC and a founding partner and executive director of Job Creation Ltd. He received his B.S. degree from Leicester University, a Ph.D. and a Diploma of Imperial College from Imperial College, London University. The Company confirms, as required by regulations under the Securities Exchange Act of 1934, that (1) there was no arrangement or understanding between Dr. Westlake and any other person pursuant to which he was elected as a Company Director, and (2) there are no transactions between Dr. Westlake and the Company that would require disclosure under Item 404(a) of Regulation S-K. Details of this announcement are contained in the press release of the Company dated August 21, 2006, and filed with this Current Report on Form 8-K as Exhibit 99.1, which is hereby incorporated herein by this reference. -3- Item 9.01 Financial Statements and Exhibits - --------- --------------------------------- (d) Exhibits 10.1 2007 Management Incentive Compensation Plan (filed herewith). 99.1 Press release entitled "Baldwin Elects New Director" dated August 21, 2006 and issued by the Company on August 21, 2006 (filed herewith). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BALDWIN TECHNOLOGY COMPANY, INC. (Registrant) By: /s/ Leon Richards -------------------------------------------- Name: Leon Richards Title: Controller (Chief Accounting Officer) Dated: August 22, 2006 -4- EX-10.1 2 a5214005ex10_1.txt EXHIBIT 10.1 EXHIBIT 10.1 BALDWIN TECHNOLOGY COMPANY, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (as approved August 17, 2006) I Objective --------- The purpose of the Baldwin Technology Company, Inc. (the "Company" or "Baldwin") Management Incentive Compensation Plan ("MICP" or the "Plan") is to provide a financial incentive (bonus) to key Baldwin employees around the world to work together for the common good of the Company as the Company pursues it strategic business initiatives. II MICP Criteria and Implementation -------------------------------- A) The MICP is designed to encourage participants to work together and cooperate with one another for the overall benefit of Baldwin. It is also designed to recognize, motivate, and reward participants for their efforts and contributions on a business unit as well as a corporate basis. B) Participants are eligible to participate in the MICP at a target bonus percentage of his/her base salary in effect on July 1st of any given fiscal year. This percentage, when multiplied with the participant's base salary, is his/her 100% bonus opportunity. There are currently seven bonus percentage classifications ranging from 7.5% to 50%. C) Performance against each MICP target for both corporate and the business units will be measured on a sliding scale that equates 90% achievement of each fiscal year Annual Operating Plan ("AOP") MICP target to a zero percent (0%) bonus and 100% achievement of each fiscal year AOP MICP target to a one-hundred percent (100%) bonus. In other words, there will not be any bonus for achieving 90% or less of a fiscal year AOP MICP target, and there will be a one-hundred percent (100%) bonus opportunity for achieving 100% of a fiscal year AOP MICP target. The sliding scale means that ninety-five percent (95%) achievement of each fiscal year AOP MICP target equates to a fifty percent (50%) bonus opportunity. Note that in all cases the expense of the bonus to be paid has to be included in the operating expenses in determining whether or not the target has been achieved. D) One-half (50%) of each participant's 100% bonus opportunity will come from corporate (Baldwin Technology Company, Inc.) upon its achievement of its fiscal year AOP MICP targets, and one-half (50%) of each participant's 100% bonus opportunity will come from the participant's business unit upon its achievement of its fiscal year AOP MICP targets. E) The fiscal year AOP MICP targets will be based on achieving the fiscal year AOP year-end Profit Before Tax and achieving the fiscal year AOP Accounts Receivable Aging (DSO), and fiscal year AOP year end Inventory Turns. F) To the extent that corporate or the region/business unit exceeds the fiscal year AOP Profit Before Tax MICP target by 0% to 20%, then provisions have been made to increase the 100% bonus opportunity on a sliding scale by an additional zero percent (0%) to fifty percent (50%). The maximum bonus opportunity is capped at one hundred fifty percent (150%) (1.5 times the 100% bonus percentage). The following chart illustrates bonus opportunities with various achievement levels against fiscal year Profit Before Tax AOP MICP target. Achievement Against Percent of Bonus AOP PBT MICP Target Opportunity ------------------- ----------- 90% or Less 0% 95% 50% 100% 100% 110% 125% 120% 150% 130% 150% G) To the extent that corporate or the region/business unit exceeds the fiscal year year-end DSOs and fiscal year year-end Inventory Turns MICP targets by 0% to 15%, then provisions have been made to increase the 100% bonus opportunity on a sliding scale by an additional zero percent (0%) to fifty percent (50%). The maximum bonus opportunity is capped at one hundred fifty percent (150%) (1.5 times the 100% bonus percentage). The following chart illustrates bonus opportunities with various achievement levels against fiscal year AOP DSOs and Inventory Turns AOP MICP targets. Achievement Against Percent of Bonus AOP DSO & DOI MICP Target Opportunity ------------------------- ----------- 90% or less 0% 95% 50% 100% 100% 107.5% 125% 115% 150% 120% 150% H) The calculations for corporate and region/business unit MICP bonuses is independent of one another as are the calculations for the percentage achievement against each fiscal year AOP MICP target. This means that there are a total of six (6) independent calculations associated with each bonus (except corporate, which has three (3) independent calculations). In both the corporate and region/business unit calculations, the fiscal year AOP Profit Before Taxes will be weighted at 80%, while DSOs and Inventory Turns will be weighted at 10% each. III MICP Fiscal Year Targets ------------------------ A) The MICP provides that each eligible participant earn a bonus upon the achievement of certain MICP performance targets. (The types of targets are the same for both corporate and the region/business units). Both corporate and the region/business units have three quantitative performance objectives whose purpose is to focus the Company's attention on earnings (through the Profit Before Tax) and on cash (through an improvement in managing the Company's balance sheet assets of Accounts Receivable and Inventory). -2- IV Administrative -------------- A) New Participants ---------------- Any newly hired, promoted or transferred employee who was not in the Plan and now becomes eligible as a result of being newly hired, promoted or transferred to participate in the MICP will do so on a pro-rated basis from the date of such occurrence. All new participants must be approved by the President & COO and Chief Financial Officer of the Company. B) Termination, Retirement or Death -------------------------------- A participant who terminates voluntarily or is terminated for just cause (or summary dismissal) prior to a payout of any bonus under this Plan as outlined in Section IV (D) below, will not receive payment under this Plan. In the case of retirement or death of a participant before the fiscal year-end of the bonus plan year, payment will be made on a pro-rated basis consistent with the time such employee worked in the fiscal year. C) Payout ------ At fiscal year-end, actual financial performance results will be compared to the performance criteria and the payout for each participant will be calculated using the foreign exchange rate in effect on June 30th of that fiscal year. Any payout from the Plan will occur no later than the first pay period after August 31st following the end of the fiscal year. D) Plan Changes ------------ Unless otherwise stipulated in a participant's employment agreement (which employment agreement has been approved by the Compensation Committee of the Board of Directors of the Company), all information contained herein including the MICP targets and the payout of bonuses (either as a whole or individually) under this Plan may be changed as considered appropriate (for matters such as acquisitions, etc.) at the sole discretion of the Baldwin Executive Team (BET) of the Company, provided that the changes to the Plan must be approved by the Compensation Committee of the Board of Directors of the Company. E) Change of Control ----------------- In the event of involuntary separation of a participant within ninety (90) days of a Change of Control in the Company's ownership, then payment will be made on a pro-rata basis consistent with the time such participant worked during the fiscal year. F) Authorized Bonus Plan --------------------- This Plan is the Company's only authorized bonus plan. To the extent that there are other bonus plans or agreements to pay an employee a bonus based on corporate, business unit, personal, etc. performance, this information is to be brought to the attention of the Company. The Company will then work with the appropriate individuals to phase out and terminate those plans and/or arrangements and incorporate them into the MICP if appropriate. -3- EX-99.1 3 a5214005ex99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 Baldwin Elects New Director SHELTON, Conn.--(BUSINESS WIRE)--Aug. 21, 2006--Baldwin Technology Company, Inc. (AMEX: BLD), a leading global manufacturer of printing press accessories and control equipment, announced today that Frederick Westlake has been elected to the Company's Board of Directors. In 1983, Westlake became Chairman and CEO of First Technology PLC, a U.K.-based private company that grew to become an international business listed on the London Stock Exchange. The business of that company included automotive safety and sensing. Westlake resigned from the board when Honeywell Corporation acquired the company in March 2006. Prior to establishing First Technology, Westlake was a lecturer at Imperial College, London University, a guidance system engineer for the NASA Apollo program, an R&D director for British Iron and Steel Corporation, a divisional chief executive of Thorn EMI PLC and a founding partner and executive director of Job Creation Ltd. He received his B.S. degree from Leicester University, a Ph.D. and a Diploma of Imperial College from Imperial College, London University. Baldwin Chairman and CEO Gerald A. Nathe said, "We welcome the addition of Fred to our Board of Directors. With his extensive international experience, we expect he will be a valuable contributor to Baldwin as the Company continues to grow as a leader in the global marketplace." About Baldwin Baldwin Technology Company, Inc. is a leading global manufacturer of printing press accessories and controls for the newspaper publishing and commercial printing industries. Baldwin offers its customers a broad range of market-leading technologies, products and systems that enhance the quality of printed products and improve the economic and environmental efficiency of printing presses. Headquartered in Shelton, Ct., the company has sales and service centers, product development and manufacturing operations in the Americas, Asia and Europe. Baldwin's technology and products include cleaning systems, fluid management and ink control systems, web press protection systems and drying systems. For more information, visit http://www.baldwintech.com. Investors may contact Frank Hawkins or Julie Marshall at (305) 451-1888 or e-mail info@hawkassociates.com. For an online investment kit, visit http://www.hawkassociates.com. An investment profile about Baldwin Technology may be found at http://www.hawkassociates.com/baldwin/profile.php. CONTACT: Hawk Associates, Inc. Frank N. Hawkins, Jr. or Julie Marshall 305-451-1888 E-mail: info@hawkassociates.com http://www.hawkassociates.com -----END PRIVACY-ENHANCED MESSAGE-----