- Current report filing (8-K)
February 02 2009 - 6:02AM
Edgar (US Regulatory)
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)
January 30, 2009 (January 26, 2009)
Baldwin
Technology Company, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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1-9334
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13-3258160
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(Commission File Number)
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(IRS Employer Identification No.)
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Two Trap Falls Road, Suite 402, Shelton, CT
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06484
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(Address
of Principal Executive Offices)
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(Zip
Code)
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203-402-1000
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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 January 26, 2009, Baldwin Technology Company, Inc. (the “Company”)
committed to the principal features of a plan to restructure some of its
existing operations. The plan includes consolidation of production
facilities and employment reductions in Germany. Actions under the plan
commenced in January 2009 in response to sustained weak market
conditions. The Company expects to substantially complete the plan by
June 30, 2009, the end of the Company’s current fiscal year (“Fiscal
2009”).
The costs associated with the plan will be charged to the Company’s
results of operations during the third quarter of Fiscal 2009 and
consist primarily of employee personnel costs. The Company expects to
incur costs of approximately $3.0 million, anticipated to be paid in
cash during the remainder of Fiscal 2009 and through the second quarter
of Fiscal 2010.
This action, combined with other initiatives implemented during the
third quarter of Fiscal 2009, in Europe, the U.S. and Japan will
eliminate 68 full-time positions and will reduce the Company’s worldwide
cost base and strengthen its competitive position as a leading global
supplier of process automation equipment. In addition, the Company has
eliminated merit increases for approximately 13% of the remaining
workforce, temporarily suspended the Company’s matching contribution to
the U.S. 401 (k) plan and reduced U.S. based healthcare costs; and 49
senior managers have agreed to reduce their salaries. The Company
estimates that annual savings from all of the above initiatives will be
approximately $5.8 million.
Additionally, the Company has instituted cost reduction initiatives
related to reduction in overtime, implementation of short-time work
weeks, reduction of external service providers and extension of holiday
shut down, all of which are expected to provide additional annual
savings of approximately $4.1 million.
Previously, in October 2008, the Company announced a restructuring plan
aimed at achieving operational efficiencies in Germany with a cost of
approximately $681,000 and anticipated annual savings from that action
and other actions in Europe and the U.S. of approximately $2.1 million.
As a result of Fiscal 2009 restructurings and other actions, the
Company’s full-time employment headcount will be reduced from 655 at
June 30, 2008 to approximately 575, a reduction of 80 employees, or 12%.
Item 8.01
Other
Events
The Company issued a press release dated January 30, 2009, a copy of
which is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
99.1 Press release announcing
restructuring plan issued by the Company January 29, 2009 (furnished
herewith).
This Current Report on Form 8-K contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 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, 2008, and other
Securities and Exchange Commission filings.
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.
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BALDWIN TECHNOLOGY COMPANY, INC.
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(Registrant)
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By:
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/s/
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John P. Jordan
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John P. Jordan
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Vice President, Treasurer and
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Chief Financial Officer
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Dated:
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January 30, 2009
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