-----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, FXwo/aXCUxTqh/ZTWeipbIjsuHijJ6iSz+kmbiJFevmeESmQmqF05ynWDYq6GYOD IGdVX//5tZLt72wY0Kqp7g== 0001157523-10-003953.txt : 20100707 0001157523-10-003953.hdr.sgml : 20100707 20100707124635 ACCESSION NUMBER: 0001157523-10-003953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100707 DATE AS OF CHANGE: 20100707 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: 10941415 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 a6351392.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) July 7, 2010 (June 30, 2010) ---------------------------- 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, Shelton, CT 06484 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 203-402-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (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 2.05 Costs Associated with Exit or Disposal Activities - --------- ------------------------------------------------- On June 30, 2010, Baldwin Technology Company, Inc. (the "Company") committed to the principal features of a plan (the "Plan") to restructure some of its existing operations. The objective of the Plan is to achieve operational efficiencies in Germany by reducing costs to better position the Company in the current competitive marketplace. Actions under the Plan com-menced in June 2010. The costs associated with the Plan were charged to the Company's results of operations during the fourth quarter of Fiscal 2010 and consisted entirely of employee personnel costs. The Company expects to incur costs of approximately $540,000 anticipated to be paid in cash during Fiscal 2011. No non-cash charges are contemplated in connection with the Plan. The Company estimates that annual savings from the personnel reductions under the Plan will be approximately $480,000. Item 8.01 Other - --------- ----- On June 30, 2010, the Company entered into an agreement (the "Contract") with Gerald A. Nathe, Chairman of the Board of Directors (the "Board") of the Company which provides: (i) effective June 30, 2010, Mr. Nathe, who had been employed under an employment agreement with the Company dated June 19, 2007, retired from full time employment with the Company; and (ii) the services which Mr. Nathe, who will continue as Chairman of the Board, will perform. A copy of the Contract is attached to this Report as Exhibit 10.1, and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits - --------- --------------------------------- (d) Exhibits -------- 10.1 Contract for Chairman of the Board between Baldwin Technology Company, Inc. and Gerald A. Nathe (filed herewith). This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this Current Report on Form 8-K, including statements regarding the Company's expected restructuring and related charges and expenses associated with the Plan, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which the Company competes, the forward-looking statements of the Company contained in this Current Report on Form 8-K are also subject to the following risks and uncertainties: the Company's restructuring and related charges and expenses associated with the Plan varying materially from management's current estimates of these charges and expenses due to variations in anticipated headcount reductions, contract terminations, and costs of the implementation of the Plan; and other risks and uncertainties described in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, and other Securities and Exchange Commission filings. 1 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/ John P. Jordan ------------------------------------------- John P. Jordan Vice President, Treasurer and Chief Financial Officer Dated: July 7, 2010 2 EX-10.1 2 a6351392_ex101.txt EXHIBIT 10.1 Exhibit 10.1 ------------ CONTRACT FOR CHAIRMAN OF THE BOARD --------------------- Between Baldwin Technology Company, Inc. 2 Trap Falls Road, Suite 402 Shelton, CT 06484 ("Company") and Gerald A. Nathe 11448 Bronzedale Road Oakton, VA 22124 ("Chairman") As of June 15, 2010, the parties have agreed as follows. 1. Retirement ---------- Gerald A. Nathe has decided to retire, and will retire, from full-time employment with the Company effective as of the close of business on June 30, 2010. Accordingly, Gerald A. Nathe will be entitled to receive the payments provided for in Section 9G (Retirement) of his employment agreement with the Company dated June 19, 2007. 2. Chairmanship ------------ 2.1 The Chairman of the Board is ordinarily elected by the Board of Directors of the Company (the "Board") at its first meeting after each Annual Meeting of Stockholders. Gerald A. Nathe is the current elected Chairman. 2.2 The Chairman of the Board serves at the pleasure of the Board. 2.3 Gerald A. Nathe (the "Chairman") is neither an executive nor an employee of the Company. 3. Chairman's Duties ----------------- 3.1 Position Summary ----------------- The Chairman is primarily responsible to the stockholders of the Company for ensuring that the Board effectively over-sees and supports the implementation by the management of the Company of the direction and strategy for the Company approved by the Board. The Chairman has no direct responsibility for the day-to-day operations of the Company. 3 3.2 Board meetings and Board member relations ----------------------------------------- The Chairman shall: - Ensure that an appropriate number of Board/Committee meetings are held as appropriate based upon the situation of the Company; normally not less than 5 to 6 ordinary Board/Committee meetings should be scheduled annually. - Prepare agendas for Board meetings after consultations with other Board members and the Chief Executive Officer of the Company ("CEO"). - Lead and conduct Board meetings, ensuring an open and constructive exchange of viewpoints and fostering cooperation among the Board members. - Ensure that the Board focuses on value creation for the stockholders of the Company, including providing for a thorough discussion (often as a separate day's meeting) of the strategic plan prepared by the Company's management and approved by the Board. - Together with the Lead Director and the Chief Executive Officer of the Company, review the number and composition of the Board and Committee members to ensure that all relevant competences are represented, initiating changes as appropriate and assisting in determining Board compensation. - Serve as the Chair of the Executive Committee. - Ensure that the Company provides the Board with adequate resources and information to support its work. - Inform Board members between meetings on matters essential to the Company. - Formulate and administer Board resolutions at Board meetings and between Board meetings as needed. - Conduct an annual review of the efficiency of the Board's work. - Initiate Director training as needed and appropriate. 3.3 Stockholders meetings and stockholder relations ----------------------------------------------- The Chairman shall: 4 - Plan and convene Annual Meetings of Stockholders and such special meetings of the stockholders of the Company (a "Special Meeting of Stockholders") as may be called. - Lead and conduct Annual Meetings of Stockholders and such Special Meetings of Stockholders as may be called. - Ensure that proxy statements and other relevant documents are prepared and filed in a correct way for stockholders' meetings. - Ensure that the Company maintains good relations and contacts with its stockholders as appropriate and as coordinated with the management of the Company. - Even though the Company's spokesman to the investment community is normally the CEO, the Chairman, upon the request of the CEO, shall act as a spokesman of the Company in certain special situations. - Act as a link between the Board and existing stockholders of the Company with respect to matters that concern potential changes in the ownership structure of the Company and other important stockholder/ownership matters. 3.4 Interface with the Company's management --------------------------------------- The Chairman shall: - Ensure the best possible cooperation between the Board and the Company's management. - Maintain an ongoing dialogue with the Company's management, acting in an advisory capacity, including making occasional visits to the Company's operational and administrative units and to customers as coordinated with the CEO and other members of the management of the Company. - Guide the management of the Company in general and, in particular, for the preparation of strategic, special action and other business plans and for a discussion of organizational and business development matters. - Monitor the CEO's implementation of strategic initiatives to reach the goals approved by the Board and set forth in the Company's strategic plan. - Participate in the recruitment and dismissal of the CEO. 3.5 General ------- The Chairman shall keep himself well informed about: 5 - the industry and markets in which the Company is engaged which shall include attending such trade shows and maintaining such memberships in industry and trade associations that the CEO or the Board shall approve. - the Company's Certificate of Incorporation, By-laws and other key Company documents and polices. 4. Chairman's Remuneration ----------------------- 4.1 As remuneration for his duties under this Contract, the Chairman shall receive from the Company: - a yearly cash retainer in an amount equal to 2.5 times the amount of the cash retainer paid by the Company to other non-employee Directors (currently $24,000 and, therefore, a cash retainer of 2.5 x $24,000 = $60,000), which the Company shall pay to him quarterly; - a per meeting cash fee equal to the cash fee paid to other non-employee Directors (currently $1,250 per meeting); - a cash fee for serving as Executive Committee Chair equal to the cash fee paid to the Chairs of the other Committees of the Board (currently $1,000 per quarter); - yearly equity compensation equal to the yearly equity compensation received by the other non-employee Directors. 4.2 If the Board requests the Chairman to perform additional services on behalf of the Company outside the normal scope of his duties, or requests special consultancy work to be performed by the Chairman, the Company shall pay to the Chairman for such services or work additional cash compensation at a rate of $1,500 per day. 4.3 The Compensation Committee will review from time to time the compensation payable to the Chairman pursuant to this contract to ensure that such compensation is consistent with market conditions. 4.4 In the event that the Chairman resigns from the Board before the end of a directorship year, the Chairman shall be entitled to compensation proportionate to that part of the directorship year that has elapsed. 4.5 If the Chairman becomes disabled or incapacitated and is unable to perform his duties in an appropriate manner or dies before the end of a directorship year, the Chairman or his estate, as the case may be, shall be entitled to compensation proportionate to that part of the directorship year that has elapsed. 4.6 In the event that the Chairman performs consultancy work for the Company, requested by the Board or by the CEO that is approved by the Board, the Chairman shall invoice the Company for such consultancy work and the Company will separately pay to the Chairman for such work which payment shall be in addition to the fees paid to the Chairman mentioned in Section 3.1. 6 5. Office ------ 5.1 It is expected that the Chairman shall primarily work in an office that he shall maintain at his home. However, the Company shall make available to the Chairman office space and services at the Company's headquarters for the Chairman's use when visiting. 6. Expenses -------- 6.1 The Company shall reimburse the Chairman for any and all travel and other appropriate expenses paid by the Chairman on behalf of the Company, subject to the submission of proper documentation in accordance with the Company's policies. 7. Directors' Liability Insurance ------------------------------ 7.1 The Company has purchased and will maintain Directors' liability insurance covering the Chairman in connection with the performance of his duties. 8. Applicable Law and Arbitration ------------------------------ 8.1 Disagreements between the Chairman and the Company about the performance, validity, interpretation or any other implication of this Contract shall not be brought before any court but shall be settled conclusively by arbitration, based on the laws of Connecticut, using the procedures of the American Arbitration Association. Such arbitration shall be conducted in the State of Connecticut. 7 9. Signature --------- 9.1 This Contract has been written in two originals, both of which shall be signed. One copy shall remain with the Company and the other with Gerald A. Nathe. BALDWIN TECHNOLOGY COMPANY, INC. By: /s/ Karl S. Puehringer -------------------------- Karl S. Puehringer President and Chief Executive Officer /s/ Gerald A. Nathe ----------------------- Gerald A. Nathe 8 -----END PRIVACY-ENHANCED MESSAGE-----