- Current report filing (8-K)
May 20 2011 - 5:09PM
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)
May 20, 2011 (May 16, 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 1.01
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Entry into a Material Definitive Agreement
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On May 16, 2011, Baldwin Technology Company, Inc. (the “Company”) and
certain of its subsidiaries entered into Waiver and Amendment No. 10 to
the Credit Agreement (the “Amendment”) with Bank of America, N.A. as a
Lender and as Administrative Agent, and certain other lenders (the
“Lenders”). The Amendment provides for a waiver by the Lenders of the
Company’s failure to meet the applicable minimum EBITDA and Currency
Adjusted Net Sales (CANS) covenants for the period ended March 31, 2011
and the CANS covenant for the consecutive three-month period ended April
30, 2011. In addition, the Amendment waived the Company’s failure to
meet certain covenants that were breached as a result of the
restatements of the Company’s financial results, for the fiscal periods
ended June 30, 2010 and September 30, 2010.
Under the Amendment, the Company issued warrants to the Lenders to
purchase 372,374 shares of the Company’s Class A Common Stock for $0.01
per share (the “Warrants”). The Warrants are for a term of ten years
and contain a put provision that enables the holders, after May 16,
2013, to request, in exchange for cancellation of the Warrants, a cash
settlement equal to the fair market value of the Warrants in an amount
not to exceed $1.50 per share. The Amendment also sets new covenants
for CANS, establishes minimum EBITDA levels, adjusts interest rate
provisions, approves the disposition of the assets of the Company’s food
blends discontinued operations, and establishes certain milestones
regarding refinancing the amounts owed by the Company to the Lenders
under the Credit Agreement.
A copy of the Amendment will be filed with the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2011.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure contained in “Item 1.01 – Entry into a Material
Definitive Agreement” of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 2.03.
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/Leon Richards
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Leon Richards
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(Controller)
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Dated:
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May 20, 2011
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