As filed with the Securities and Exchange Commission on January 31, 2006
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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2 Trap Falls Road
Suite 402
Shelton, Connecticut 06484
(203) 402-1000
(Address, including telephone number, of Principal Executive Offices)
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BALDWIN TECHNOLOGY COMPANY, INC.
2005 EQUITY COMPENSATION PLAN
(Full title of the Plan)
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c/o Helen P. Oster, Esq.
Corporate Secretary
Baldwin Technology Company, Inc.
2 Trap Falls Road
Suite 402
Shelton, Connecticut 06484
(203) 402-1000
(Name, address, and telephone number,
including area code, of agent for service)
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Copy to:
Gary S. Rothstein, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
maximum maximum
Title of securities to Amount to be offering aggregate Amount of
be registered (1) registered (1) price per share offering registration
(2) price (2) fee (2)(3)
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Class A Common Stock, $.01 par value 1,200,000 shares $4.125 $4,950,000 $529.65
========================================================================================================================
(1) Pursuant to Rule 416(c) of the Securities Act of 1933, the number of
shares being registered shall include an indeterminate number of
additional shares which may become issuable as a result of stock
splits, stock dividends, or similar transactions in accordance with
the anti-dilution provisions of the 2005 Equity Compensation Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for Class A Common
Stock of Baldwin Technology Company, Inc. as reported on the American
Stock Exchange on January 25, 2006.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price multiplied by
0.000107.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 1,200,000 shares of
common stock authorized for issuance under the 2005 Equity
Compensation Plan approved by our stockholders on November 8, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
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Omitted as permitted.
Item 2. Registrant Information and Employee Plan Annual Information.
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Omitted as permitted.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Baldwin Technology Company, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's latest Annual Report on Form 10-K for the fiscal
year ended June 30, 2005, filed with the Commission on
September 28, 2005, pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2005, filed with the Commission on
November 14, 2005.
(c) The description of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), contained in its
Registration Statement on Form 8-A (Reg. No. 0-20382) filed
with the Commission on November 20, 1986 pursuant to Section
12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the Company, if such directors, officers, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that no director of the Company will be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director except (a) for any breach of the director's duty of loyalty
to the Company or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derived an improper personal benefit.
The Registrant has procured Directors and Officers liability insurance for
wrongful acts. This is an indemnity policy for the Registrant to protect it
against liability assumed or incurred under the above indemnification
provisions, including defense provisions, on behalf of the directors and
officers. The directors and officers are thus indemnified against loss arising
from any civil claims or claims by reason of any wrongful act done or alleged to
have been done while acting in their respective capacities as directors or
officers. The policy excludes claims brought about or contributed to by
dishonest, fraudulent, criminal or malicious acts or omissions by directors or
officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of the
shares of Class A Common Stock (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLC (filed herewith).
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply to this registration on Form S-8, if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Action of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other
than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in
the registration statement as of the date it is first
used after effectiveness. Provided, however, that no
statement made in a registration statement or
prospectus that is part of the registration statement
or made in a document incorporated or deemed
incorporated by reference into the registration
statement or prospectus that is part of the
registration statement will, as to a purchaser with a
time of contract of sale prior to such first use,
supersede or modify any statement that was made in
the registration statement or prospectus that was
part of the registration statement or made in any
such document immediately prior to such date of first
use.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing
material information about the undersigned registrant
or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the
purchaser.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plans' annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on January
30, 2006.
BALDWIN TECHNOLOGY COMPANY, INC.
By: /s/ Gerald A. Nathe
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Gerald A. Nathe
Chairman of the Board and
Chief Executive Officer
Each person whose signature to this Registration Statement appears below hereby
appoints each of Gerald A. Nathe and Helen P. Oster as his or her
attorney-in-fact to sign on his or her behalf individually and in the capacity
stated below and to file all supplements, amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as a part of or in connection with this Registration Statement
or any amendment or supplement thereto, and any such attorney-in-fact may make
such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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/s/ Gerald A. Nathe Chairman of the Board and Chief January 26, 2006
------------------------------------- Executive Officer
Gerald A. Nathe (Principal Executive Officer)
/s/ Vijay C. Tharani Vice President, Chief Financial Officer January 30, 2006
------------------------------------- and Treasurer
Vijay C. Tharani (Principal Financial Officer)
/s/Leon Richards Controller January 26, 2006
--------------------------- (Principal Accounting Officer)
Leon Richards
Director __________ __, 2006
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Mark T. Becker
/s/Rolf Bergstrom Director January 27, 2006
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Rolf Bergstrom
/s/Samuel B. Fortenbaugh, III Director January 24, 2006
-------------------------------------
Samuel B. Fortenbaugh, III
/s/Akira Hara Director January 26, 2006
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Akira Hara
Director __________ __, 2006
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Judith A. Mulholland
Director __________ __, 2006
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Ralph R. Whitney, Jr.
EXHIBIT INDEX
Exhibit Description
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5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
the shares of Class A Common Stock (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLC (filed herewith)
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement).