- Current report filing (8-K)
October 22 2010 - 9:15AM
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)
October 22, 2010 (October 18, 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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(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 3.01
Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
As a result of the termination of the employment of Karl S. Puehringer
as president and chief executive officer of Baldwin Technology Company,
Inc. (the “Company”) and Mr. Puehringer’s resignation as a director of
the Company, effective September 30, 2010, and the election effective
October 1, 2010 of Mark T. Becker, previously an independent director
and member of the audit, compensation and nominating committees, as
president and chief executive officer, due to the small size of its
Board of Directors, the Company no longer has a majority of independent
directors on its board and is not in compliance with certain other
governance requirements regarding independent directors.
On October 18, 2010, the Company notified the NYSE Amex that it was not
in compliance with certain sections of the corporate governance
requirements listed in the NYSE Amex Company Guide. On October 19,
2010, the NYSE Amex issued a warning letter advising the Company that it
was not in compliance with Section 802(a) (that requires a majority of
the directors on the Board of Directors to be independent directors),
Section 802(d) (that requires the classes of the Board of Directors to
be of approximately equal size), Section 803(B)(2)(a) (that requires the
audit committee to have at least three independent members) and Section
805(a) (that requires the compensation committee to be comprised solely
of independent directors).
The Company advised the NYSE Amex that the Board of Directors is aware
of the non-compliance and is taking steps to remedy it. The Board has
identified several candidates and is currently in the process of
conducting interviews of potential candidates to serve as an Independent
Director or Independent Directors of the Company.
The Company issued a press release on October 22, 2010 regarding this
matter, a copy of which is attached hereto as
Exhibit 99.1
and is
hereby incorporated by reference herein.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
99.1
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Press release entitled “Baldwin Receives Letter from NYSE Amex
Regarding Non-Compliance Resulting from CEO Transition” issued by
the Company on October 22, 2010 (furnished 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 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 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 subject to
the 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 22, 2010
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3
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