- Current report filing (8-K)
January 04 2012 - 2:57PM
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)
January 4, 2012 (December 29, 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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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 8.01 Other Events
On December 29, 2011, a class action complaint was filed in
the Court of Chancery of the State of Delaware naming as defendants
Baldwin Technology Company, Inc. (the “Company”), each member of the
Board of Directors (the “Board”) of the Company, such members being
Claes Warnander, Paul J. Griswold, Samuel B. Fortenbaugh III, Rolf
Bergstrom, Mark T. Becker, Gerald A. Nathe and Ronald B. Salvagio;
Forsyth Baldwin, LLC, Forsyth Capital Investors, LLC, Forsyth Baldwin,
Inc. and Forsyth Baldwin Mezzanine, Inc., regarding the proposed
acquisition of the Company by Forsyth Baldwin, LLC (the “Proposed
Transaction”). The complaint purports to be on behalf of a putative
class of the stockholders of the Company, other than the defendants and
their affiliates. The complaint alleges that the individual members of
the Board breached their fiduciary duty in connection with the Proposed
Transaction, and that the Company, Forsyth Baldwin, LLC, Forsyth Capital
Investors, LLC, Forsyth Baldwin, Inc. and Forsyth Baldwin Mezzanine,
Inc. aided and abetted the alleged breach of fiduciary duty. The
complaint seeks to enjoin the Proposed Transaction or, in the event the
Proposed Transaction is consummated, rescission of the Proposed
Transaction or an award of rescissory damages, and costs and attorneys’
fees. The defendants believe that the allegations in the class action
complaint are without merit and intend to defend the lawsuit vigorously,
including opposing any efforts to enjoin the Proposed Transaction;
however there can be no assurance regarding the ultimate outcome of this
lawsuit.
This information shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Proposed Transaction, the Company will prepare a
proxy statement (the “Proposed Transaction Proxy Statement”) to be filed
with the SEC that will provide additional important information
concerning the Proposed Transaction, including the necessary procedures
to be followed by stockholders who wish to exercise appraisal
rights. When completed, the definitive Proposed Transaction Proxy
Statement will be mailed to the stockholders of the Company. The
Company’s stockholders will be able to obtain, without charge, a copy of
the Proposed Transaction Proxy Statement (when available) and other
relevant documents filed with the SEC from the SEC’s website at
http://www.sec.gov.
Information about the Company’s directors and executive
officers and their ownership of the Company’s common stock is set forth
in the proxy statement for the Company’s 2011 Annual Meeting of
Stockholders, which was filed with the SEC on October 21,
2011. Stockholders may obtain additional information regarding the
interests of the Company and its directors and executive officers in the
Proposed Transaction by reading the Proposed Transaction Proxy Statement
and other relevant documents regarding the Proposed Transaction, when
filed with the SEC.
[SIGNATURE PAGE FOLLOWS]
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 Officer and Treasurer
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Dated:
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January 4, 2012
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