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)
October 5, 2010 (September 29, 2010)
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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N/A
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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 September 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 Japan and in the United
Kingdom by reducing costs to better position the Company in the current
competitive marketplace. Actions under the Plan commenced in September
2010.
The costs associated with the Plan will be charged to the Company’s
results of operations during the first quarter of Fiscal 2011 and
consist primarily of employee personnel costs. The Company expects to
incur costs of approximately $200,000 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 $675,000.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2010, the Board of Directors (the “Board”) of Baldwin
Technology Company, Inc. (“Baldwin” or the “Company”) elected Mark T.
Becker as President and Chief Executive Officer of the Company,
effective October 1, 2010. Mark T. Becker, age 51, has served as a
Director of the Company since 2001. He was the Lead Director of the
independent directors of the Board from May through September 2010, and
served on the Compensation, Audit and Nominating Committees. From 2008
to 2010, Mr. Becker was Vice President of Sun Capital Partners, Inc., a
private investment firm. From 2007 through 2008, Mr. Becker was the
Chief Operating Officer and Chief Financial Officer of Havells Sylvania,
an international subsidiary of Havells India, Ltd., a Delhi based
manufacturer of electronic switchgear and lighting products, listed on
the India National and Mumbai stock exchanges. From 2004 through 2007
when the business was sold to Havells, Mr. Becker was the Chief
Financial Officer of SLI Holdings International LLC, a manufacturer of
Sylvania lighting systems. The specific experience, qualifications,
attributes and skills that led to the conclusion that Mr. Becker should
serve as a director of the Company include his substantial international
experience in senior operational and management roles, his leadership
abilities and his extensive financial background. He was designated as
one of the financial experts on the Audit Committee in previous years.
Additional information is contained in the Company’s press release dated
October 1, 2010, and filed with this Current Report on Form 8-K as
Exhibit 99.1, which is incorporated herein by this reference.
In connection with his employment as President and CEO of the Company,
Mr. Becker will be paid an annual base salary of $300,000. He has the
potential to earn a bonus in an amount equal to twice his annual base
salary if certain targets are achieved during the Company’s fiscal year
ending June 30, 2011. In addition, Mr. Becker was granted options to
purchase 400,000 shares of the Company’s Class A Common Stock at $1.20
per share. The Company is currently in the process of finalizing the
terms of an employment agreement with Mr. Becker.
The Company confirms, as required by regulations under the Securities
Exchange Act of 1934 (the “Exchange Act”), that (1) there is no family
relationship between Mr. Becker and any director or executive officer of
the Company, (2) there was no arrangement or understanding between
Mr. Becker and any other person pursuant to which he was elected as an
officer of the Company, and (3) there is no transaction between Mr.
Becker and the Company that would require disclosure under Item 404(a)
of Regulation S-K.
The Company and Karl S. Puehringer mutually agreed to terminate Mr.
Puehringer’s employment by the Company as President and Chief Executive
Officer of the Company, effective as of the close of business on
September 30, 2010. Mr. Puehringer also resigned as a Director of the
Company, effective as of the close of business on September 30,
2010. In conjunction with Mr. Puehringer’s departure from the Company,
the Company will pay to Mr. Puehringer, among other things, as severance
an amount equal to twice his current annual base salary, or a total of
$840,000, and deferred compensation equal to the amount of deferred
compensation that would have been payable to him under the terms of his
employment agreement. A copy of the Termination Agreement is attached to
this Report as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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10.1
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Termination Agreement between Baldwin Technology Company, Inc. and
Karl S. Puehringer dated September 30, 2010 (filed herewith).
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99.1
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Press Release entitled “Baldwin Technology Announces New CEO Mark
T. Becker” dated October 1, 2010 (filed herewith).
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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, 2010, 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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October 5, 2010
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