- Current report filing (8-K)
November 17 2011 - 12:51PM
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)
November 17, 2011 (November 10, 2011)
Baldwin
Technology Company, Inc.
|
(Exact
Name of Registrant as Specified in Its Charter)
|
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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2000 NW Corporate Blvd, Suite 101, Boca Raton, FL
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33431
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(Address
of Principal Executive Offices)
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(Zip
Code)
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561-367-2950
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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 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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Amendment of the 2005 Equity Compensation Plan
On August 16, 2011, the Board of Directors of Baldwin Technology
Company, Inc. (the “Company”) approved an amendment to the Company’s
2005 Equity Compensation Plan, as amended (the “Plan”) to reflect an
increase in the authorized shares of the Company’s Class A Common Stock
reserved for awards under the Plan by 1,000,000 shares, to a total of
3,200,000 shares (which Plan amendment was described as Proposal No. 3
in the Company’s 2011 Proxy Statement). As described in Item 5.07
below, this amendment to the Plan was approved by the Company’s
stockholders at the Annual Meeting of Stockholders (the “Annual
Meeting”) held on November 10, 2011.
A copy of the Plan, as approved by shareholders on November 10, 2011 is
filed herewith as
Exhibit 10.1
and is hereby incorporated by
reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 10, 2011, the Company held its Annual Meeting in Shelton,
Connecticut.
At the Annual Meeting, three proposals were submitted to a vote by
stockholders: (1) the election of two Class III Directors to serve for
three-year terms or until their respective successors are duly elected
and qualified; (2) the ratification of the appointment of Grant Thornton
LLC as the Company’s independent registered public accountants for the
fiscal year ending June 30, 2012; and (3) the approval of an amendment
to the Company’s 2005 Equity Compensation Plan, as amended, to increase
the maximum aggregate number of shares of the Company’s Class A Common
Stock that may be issued to Participants or their Beneficiaries pursuant
to all Awards granted under the Plan by 1,000,000 to 3,200,000.
Class A and Class B Common Stockholders, voting together as a single
class, with each share of Class A Common Stock having one vote per share
and each share of Class B Common Stock having ten votes per share, cast
their votes as follows:
ELECTION OF DIRECTORS
|
|
FOR
|
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WITHHOLD
|
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BROKER
NON-VOTE
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Claes Warnander
|
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13,596,929
|
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691,728
|
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5,204,877
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Paul J. Griswold
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13,833,778
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454,879
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5,204,877
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RATIFICATION OF AUDITORS
FOR
|
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AGAINST
|
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ABSTAIN
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BROKER
NON-VOTE
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18,883,939
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253,921
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355,674
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0
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AMENDMENT OF 2005 EQUITY COMPENSATION PLAN
FOR
|
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AGAINST
|
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ABSTAIN
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BROKER
NON-BROKER
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11,093,660
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2,866,408
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328,589
|
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5,204,877
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In August 2011, the Board of Directors approved the Management Incentive
Compensation Plan (MICP) for the Company’s fiscal year ending June 30,
2012, a copy of which is filed herewith as
Exhibit 99.1
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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Baldwin Technology Company, Inc. 2005 Equity Compensation Plan, as
amended, as approved by the Company’s stockholders on November 10,
2011 (filed as
Exhibit A
to the Company’s definitive proxy
statement dated October 21, 2011) and incorporated herein by
reference.
|
|
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99.1
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Management Incentive Compensation Plan for the fiscal year ending
June 30, 2012 (filed herewith).
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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, Treasurer and
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Chief Financial Officer
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Dated:
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November 17, 2011
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