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) August 17, 2005
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Baldwin Technology Company, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9334 13-3258160
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(Commission File Number) (IRS Employer Identification No.)
Two Trap Falls Road, Suite 402, Shelton, CT 06484
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(Address of Principal Executive Offices) (Zip Code)
203-402-1000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 Entry into a Definitive Material Agreement
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On August 17, 2005, Baldwin Technology Company, Inc. (the "Company")
entered into a new employment agreement with Karl S. Puehringer, replacing an
earlier agreement effective November 1, 2001 and subsequent amendments thereto.
Mr. Puehringer was elected President and Chief Operating Officer of the Company,
effective July 1, 2005. He reports to Gerald A. Nathe, the Company's Chairman
and Chief Executive Officer. Mr. Puehringer's employment agreement is effective
as of July 1, 2005 for a term expiring November 1, 2009. It contains a provision
for automatic extensions for additional three (3) year periods unless earlier
terminated.
Under the agreement, Mr. Puehringer's base salary is initially set at
(euro) 228,800, subject to annual adjustment. Mr. Puehringer's agreement also
provides for annual incentive compensation in an amount determined under the
Company's Management Incentive Compensation Plan and for certain supplemental
retirement benefits to Mr. Puehringer following retirement from service with the
Company. In the event of a termination of employment, certain amounts will be
payable to Mr. Puehringer, such amounts to depend upon whether the termination
was by the Company or by Mr. Puehringer, whether the termination was with or
without cause or with or without Company consent, and whether the termination
was due to death or disability. The agreement also provides that, for a period
of three years after the termination of his employment, Mr. Puehringer will not
compete, directly or indirectly, with the Company. A copy of the agreement
between the Company and Mr. Puehringer is filed herewith as Exhibit 10.1 and is
hereby incorporated by reference.
On August 17, 2005, the Company amended its employment agreement with Mr.
Nathe, the Company's Chairman and Chief Executive Officer. Pursuant to the terms
of the amendment, Mr. Nathe's positions with the Company remain Chairman and
Chief Executive Officer. The term of the agreement, as amended, has been
extended until November 15, 2007. Under the agreement, as amended, Mr. Nathe's
base salary will remain unchanged. The amended agreement also provides for the
payment of annual deferred compensation to Mr. Nathe in the amount of $115,000
following the termination of his employment with the Company.
Except as otherwise provided in the amendment, the terms of Mr. Nathe's
existing employment agreement with the Company remain in full force and effect.
A copy of the August 17, 2005 amendment between the Company and Mr. Nathe is
filed herewith as Exhibit 10.2 and is hereby incorporated by reference.
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Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
10.1 Agreement between Baldwin Technology Company, Inc. and
Karl S. Puehringer, dated as of August 17, 2005.
10.2 Amendment to Employment Agreement between Baldwin
Technology Company, Inc. and Gerald A. Nathe, dated August
as of 17, 2005.
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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.
BALDWIN TECHNOLOGY COMPANY, INC.
By: /s/Vijay C. Tharani
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Name: Vijay C. Tharani
Title: Chief Financial Officer
Dated: August 23, 2005
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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10.1 Agreement between Baldwin Technology Company, Inc. and Karl S. __
Puehringer, dated as of August 17, 2005.
10.2 Amendment to Employment Agreement between Baldwin Technology __
Company, Inc. and Gerald A. Nathe, dated as of August 17, 2005.
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