As filed with the Securities and Exchange Commission on December 15, 2004
REGISTRATION NO. 333-_____
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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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Twelve Commerce Drive
Shelton, Connecticut 06484
(203) 402-1000
(Address, including telephone number, of Principal Executive Offices)
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BALDWIN TECHNOLOGY COMPANY, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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C/O HELEN OSTER
SECRETARY
BALDWIN TECHNOLOGY COMPANY, INC.
TWELVE COMMERCE DRIVE
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
FAX: (212) 309-6273
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) SHARE OFFERING PRICE FEE (3)
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Class A Common Stock, $.01 par 30,000 $3.25 $ 97,500 $ 11.48
value 334,500 $3.41 $1,140,645 $134.26
635,500 $3.05(2) $1,938,275 $228.14
Total 1,000,000 $373.88
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional shares of common stock
which may become issuable as a result of stock splits, stock dividends,
or similar transactions in accordance with the anti-dilution provisions
of the 1996 Stock Option Plan.
(2) Calculated pursuant to Rules 457(c) and (h), 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 December 9, 2004.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price per share multiplied
by 0.0001177.
INCORPORATION BY REFERENCE
The registrant previously registered 1,000,000 shares of Class A Common Stock,
$.01 par value per share, with respect to the Baldwin Technology Company, Inc.
1996 Stock Option Plan pursuant to a Registration Statement on Form S-8, filed
with the Securities and Exchange Commission on January 21, 1998 (Reg. No.
333-44631). The contents of such Registration Statement are hereby incorporated
by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, City of Shelton, State of Connecticut, on December 10, 2004.
BALDWIN TECHNOLOGY COMPANY, INC.
By: /s/Gerald A. Nathe
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Gerald A. Nathe
Chairman of the Board, President
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints each
of Gerald A. Nathe and Helen P. Oster, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any and all other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any other regulatory authority, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following individuals in the
capacities and on the date or dates indicated.
Signature Title Date
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/s/Gerald A. Nathe Chairman of the Board, December 10, 2004
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Gerald A. Nathe President, Chief Executive
Officer and Director (Principal
Executive Officer)
/s/Vijay C. Tharani Vice President, Chief Financial December 13, 2004
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Vijay C. Tharani Officer and Treasurer
(Principal Financial and
Accounting Officer)
Director
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Rolf Bergstrom
Director
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Akira Hara
/s/ Samuel B. Fortenbaugh III Director December 14, 2004
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Samuel B. Fortenbaugh III
/s/ Judith A. Mulholland Director December 14, 2004
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Judith A. Mulholland
Director
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Mark T. Becker
/s/ Ralph R. Whitney, Jr. Director December 14, 2004
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Ralph R. Whitney, Jr.
EXHIBITS
Exhibit Description
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4.1 Restated Certificate of Incorporation of the Company as filed with the Secretary
of State of the State of Delaware on November 4, 1986. Filed as Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (No. 33-10028) and incorporated
herein by reference.
4.2 Certificate of Amendment of the Certificate of Incorporation of the Company as
filed with the Secretary of State of the State of Delaware on November 21, 1988.
Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
33-26121) and incorporated herein by reference.
4.3 Certificate of Amendment of the Certificate of Incorporation of the Company as
filed with the Secretary of State of the State of Delaware on November 20, 1990.
Filed as Exhibit 3.3 to the Company's Report on Form 10-K for the fiscal year
ended June 30, 1991 and incorporated herein by reference.
4.4 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 33-10028) and incorporated herein by reference.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of PriceWaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on the signature page of this Registration
Statement).