- Current report filing (8-K)
April 06 2011 - 4:40PM
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)
April 6, 2011
(March
31, 2011)
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
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Costs Associated with Exit or Disposal Activities
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On March 31, 2011, the Board of Directors of Baldwin Technology Company,
Inc. (the “Company”) approved management’s recommendation to discontinue
its food blending and packaging business and to implement a plan (the
“Plan”) to restructure some of the Company’s existing operations.
Management’s recommendations resulted from an internal strategic
planning initiative focused on improving the Company’s operating
performance and building for the future.
In connection with the discontinued food blending and packaging
business, the Company will take a charge of approximately $2.5 million
during its fiscal third quarter and expects to take additional charges
during its fiscal fourth quarter ending June 30, 2011 totaling
approximately $3 million. See Item 2.06 below for additional
information related to the discontinued operations.
Actions under the restructuring Plan commenced in March 2011 and are
expected to be substantially completed by the end of the fiscal
year. Costs associated with the Plan will be charged to the Company’s
results of operations during the fiscal third quarter and consist of
$1.8 million of employee personnel costs in Germany, Japan, Sweden and
in the United Kingdom as well as $0.6 million of facility lease
termination and other facility-related costs. The Company expects to
incur costs of approximately $2.4 million under the Plan, of which
approximately $800,000 will be paid in cash during its current fiscal
year and approximately $1.4 million will be paid in cash during Fiscal
2012. The Company estimates that annual savings from the reductions
under the Plan will be approximately $600,000 in its current fiscal year
and approximately $5 million in Fiscal 2012.
Item 2.06
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Material Impairments
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In connection with the discontinued food blending and packaging business
in Addison, Illinois, the Company will record a non-cash charge of
approximately $2.5 million during its fiscal third quarter for goodwill
and intangible asset impairment, fixed asset write-downs and other
associated costs. In addition, the Company expects to record an
additional charge during its fiscal fourth quarter ending June 30, 2011
of approximately $3 million as a facility charge on the cease-use date
and approximately $100,000 for employee terminations.
On April 5, 2011, the Company issued a press release reporting that it
would record a charge for the above-described Plan and related
impairment charge. A copy of the press release is filed herewith as
Exhibit
99.1
and is hereby incorporated herein.
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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99.1
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Press release dated April 5, 2011 entitled “Baldwin Announces
Strategic
Actions to Optimize Performance – Plans to
Consolidate Locations, Reduce
Headcount and Exit Non-Core
Business” (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/ Ivan R. Habibe
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Ivan R. Habibe
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Vice President, Chief Financial
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Officer and Treasurer
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Dated:
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April 6, 2011
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