As filed with the Securities and Exchange Commission on November 4, 1994.
REGISTRATION NO. 33-_____
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
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.)
_____________
65 ROWAYTON AVENUE
ROWAYTON, CONNECTICUT 06853
(203) 838-7470
(Address, including zip code, of Principal Executive Offices)
______________
BALDWIN TECHNOLOGY COMPANY, INC. SECOND AMENDED
AND RESTATED 1986 STOCK OPTION PLAN
AND
SHARES ISSUABLE UPON ACHIEVEMENT OF PERFORMANCE CONDITIONS UNDER THE
EMPLOYMENT AGREEMENT, EFFECTIVE AS OF AUGUST 5, 1993, BETWEEN
BALDWIN TECHNOLOGY COMPANY, INC. AND GERALD A. NATHE
(Full title of the Plans)
_____________
WENDELL M. SMITH
CHAIRMAN OF THE BOARD
BALDWIN TECHNOLOGY COMPANY, INC.
65 ROWAYTON AVENUE
ROWAYTON, CONNECTICUT 06853
(203) 838-7470
(Name, address, and telephone number,
including area code, of agent for service)
_____________
COPIES TO:
SAMUEL B. FORTENBAUGH III, ESQ.
MORGAN, LEWIS & BOCKIUS
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6070
_____________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRA-
BE REGISTERED REGISTERED SHARE (1) PRICE (1) TION FEE (1)
=========================================================================
Class A
Common Stock, 500,000 $5.9375 $2,968,75 $1,023.71
par value shares
$0.01 (2)(3)
per share
==========================================================================
(1) Calculated pursuant to Rule 457(c) and (h) , based upon the average
of the high and low prices for the Class A Common Stock on the
American Stock Exchange on November 1, 1994, solely for purposes of
calculating the registration fee.
<PAGE>2
(2) Comprised of 300,000 shares issuable pursuant to the Company's Second
Amended and Restated 1986 Stock Option Plan and 200,000 shares
issuable upon achievement of specified performance conditions
pursuant to the Employment Agreement, effective as of August 5, 1993,
between the Company and Gerald A. Nathe.
(3) Pursuant to Rule 416(a), the number of shares being registered shall
be adjusted to include any additional shares which may become
issuable as a result of stock splits, stock dividends or similar
transactions in accordance with anti-dilution provisions of the
Company's Second Amended and Restated 1986 Stock Option Plan and the
Employment Agreement, effective as of August 5, 1993, between the
Company and Gerald A. Nathe.
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<PAGE>3
EXPLANATORY NOTES
_________________
This Registration Statement includes a form of prospectus
to be used by Gerald A. Nathe, who may be deemed to be an
affiliate of the Company, in connection with the resale of 40,000
shares of Class A Common Stock received by him pursuant to the
Employment Agreement, effective as of August 5, 1993, between the
Company and him.
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<PAGE>4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
________________
Omitted as permitted.
Item 2. Registrant Information and Employee Plan Annual
Information.
___________
Omitted as permitted.
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<PAGE>1
Prospectus
40,000 Shares
BALDWIN TECHNOLOGY COMPANY, INC.
Class A Common Stock
__________________
This Prospectus relates to the offer and sale of up to
40,000 shares (the "Shares") of Class A Common Stock, par value
$.01 per share (the "Common Stock"), of Baldwin Technology
Company, Inc. ("Baldwin" or the "Company"). The Shares have been
or will be acquired by Gerald A. Nathe (the "Selling
Stockholder") pursuant to the Employment Agreement, effective as
of August 5, 1993, between the Company and the Selling
Stockholder. All of the Shares offered hereby may be sold from
time to time by and for the account of the Selling Stockholder or
any other selling stockholder named in this Prospectus or in a
supplement to this Prospectus. See "Selling Stockholder." The
methods of sale of the Shares offered hereby are described under
the heading "Plan of Distribution." The Company will receive
none of the proceeds from such sales. The Company will pay all
expenses in connection with this offering, other than commissions
and discounts of underwriters, dealers or agents.
The Selling Stockholder and any broker or dealers that
participate in the distribution of the Shares offered hereby may
be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "1933 Act"), and any
commission or profit received by such broker or dealers on the
resale of the Shares may be deemed to be underwriting commissions
and discounts under the 1933 Act. Upon the Company's being
notified by the Selling Stockholder that any material arrangement
has been entered into with a broker or dealer for the sale of
Shares through a secondary distribution, or a purchase by a
broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the name of such broker
or dealer, the number of Shares involved, the price at which such
Shares are being sold and the commissions paid or the discounts
or concessions allowed to such broker or dealer.
There is no assurance that the Selling Stockholder will sell
any or all of the Shares. The Common Stock of the Company is
listed on the American Stock Exchange (Symbol: BLD). On
November 1, 1994, the closing price of the Common Stock was $6.00
per share.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
MISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is November 4, 1994
<PAGE>2
No person has been authorized to give any information or to
make any representation other than those contained in, or
incorporated by reference into, this Prospectus, and, if given or
made, such information or representation must not be relied upon
as having been authorized by the Company or the Selling
Stockholder. This Prospectus does not constitute an offer to
sell or solicitation of an offer to buy, nor shall there be any
sale of these securities by anyone, in any state in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any
state, or in which the person making such offer or solicitation
is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Neither delivery of
this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the information herein or in the affairs of the Company
since the date hereof.
A registration statement on Form S-8 in respect of the
Shares offered by this Prospectus (the "Registration Statement")
has been filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, under the 1933 Act. This
Prospectus does not contain all of the information contained in
the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission.
Accordingly, additional information concerning the Company and
such securities can be found in the Registration Statement,
including various exhibits thereto, which may be inspected at the
Public Reference Section of the Commission described under
"Available Information."
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and
in accordance therewith files reports and other information with
the Commission. Reports, proxy and information statements and
other information filed by the Company with the Commission can be
inspected and copied, at prescribed rates, during normal business
hours at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such materials can also be
obtained from the Public Reference Section of the Commission, at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
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<PAGE>3
The Common Stock is listed on the American Stock Exchange.
Copies of the Company's reports, proxy and information statements
and other information can also be inspected at the American Stock
Exchange.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into
this Prospectus:
(1) The Company's Annual Report on Form 10-K filed for the
Company's fiscal year ended June 30, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the
Company's fiscal quarter ended September 30, 1994; and
(3) The description of the Company's Common Stock
registered under the 1934 Act contained in the Company's Form 8-A
filed with the Commission on November 20, 1986, including any
amendments or reports 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
1934 Act prior to the termination of this offering shall be
deemed to be incorporated by reference herein 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
Prospectus 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 Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, upon request, a copy of any or
all of the information that has been or may be incorporated by
reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should
be directed to Baldwin Technology Company, Inc., 65 Rowayton
Avenue, Rowayton, Connecticut 06853, telephone: (203) 838-7470
Attention: Secretary.
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<PAGE>4
THE COMPANY
Baldwin Technology Company, Inc. is a leading multi-national
manufacturer of material handling, accessory, control and pre-
press equipment for the printing industry. The Company offers
its customers a broad range of products designed to enhance the
productivity and increase the cost-efficiency of printing presses
while addressing the environmental concerns and safety issues
involved in the printing process. Baldwin's products include
cleaning systems, fountain solution and ink control systems,
press and web control systems, web and material handling systems,
newspaper inserter equipment and automated imposition and plate
exposure equipment.
The Company sells its products both to printers to upgrade
the quality and capability of existing presses and to printing
press manufacturers which incorporate the Company's products with
their own equipment for sale to printers. The Company has
product development and manufacturing facilities, as well as
sales and service operations, in its three major sectors: the
Americas, Europe and Asia Pacific.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The Selling Stockholder is an officer and director of the
Company and may be deemed to be an "affiliate" of the Company
within the meaning of the 1933 Act. The following table and text
indicate the nature of any position, office or other material
relationship of the Selling Stockholder with the Company or its
affiliates within the past three years; the number of shares of
the outstanding Common Stock of the Company owned by the Selling
Stockholder as of September 30, 1994; the number of such shares
which may be sold for the account of the Selling Stockholder
pursuant to this Prospectus and the number of such shares and
percentage of the outstanding shares of such class that will be
owned by the Selling Stockholder assuming the sale of all shares
offered hereby.
Number Number Percentage
Of Shares Shares Of Shares Of Shares
Selling Owned Which Owned Owned
Stockholder Before Sale May be Sold After Sale After Sale
___________________ ____________ ____________ __________ ___________
Gerald A. Nathe 458,142 40,000 418,142 2.6%
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<PAGE>5
Gerald A. Nathe has served as President of the Company since
August 1993, as a director of the Company since 1987 and as a
Vice President of the Company from July 1990 through August 1993.
He has also served as President of Baldwin Americas Corporation,
a subsidiary of the Company, since he joined the Company in 1990.
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholder or by his
pledgees, donees, transferees or other successors in interest.
In addition to any such number of Shares sold hereunder, the
Selling Stockholder may, at the same time, sell any shares of
Common Stock owned by him (including the Shares) in compliance
with the applicable requirements of Rule 144, regardless of
whether such shares are covered by this Prospectus. Such sales
may be made on one or more exchanges, in the over-the-counter
market, or otherwise at prices and at terms then prevailing or at
prices related to the then-current market price, or in negotiated
transactions. The Shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker
solicits purchasers; (d) an exchange distribution in accordance
with the rules of such exchange; and (e) face-to-face
transactions between sellers and purchasers without a broker or
dealer. In effecting sales, brokers or dealers engaged by the
Selling Stockholder may arrange for other brokers or dealers to
amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the 1933
Act, in connection with such sales.
Upon the Company's being notified by the Selling Stockholder
that any material arrangement has been entered into with a broker
or dealer for the sale of Shares through a secondary
distribution, or a purchase by a broker or dealer, a supplemented
Prospectus will be filed, if required, pursuant to Rule 424(b)
under the 1933 Act, disclosing (a) the names of the Selling
Stockholder and such participating broker or dealer, (b) the
number of Shares involved, (c) the price at which such Shares are
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<PAGE>6
being sold, (d) the commissions paid or the discounts or
concessions allowed to such broker or dealer, (e) where
applicable, that such broker or dealer did not conduct any
investigation to verify the information set out or incorporated
by reference in this Prospectus, as supplemented, and (f) other
facts material to the transaction.
There is no assurance that the Selling Stockholder will sell
any or all of the Shares offered hereby.
The Company will pay all expenses in connection with this
offering, other than commissions and discounts of underwriters,
dealers or agents.
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and
directors under certain circumstances against expenses incurred
in successfully defending against a claim, and authorizes
Delaware corporations to indemnify their officers and directors
under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of
their being or having been an officer or director. Pursuant to
Section 102(b)(7) of the General Corporation Law of the State of
Delaware, the Restated Certificate of Incorporation of the
Company provides that the directors of the Company, individually
or collectively, shall not be held personally liable to the
Company or its stockholders for monetary damages for breaches of
their fiduciary duty as directors, except that any director shall
remain liable (1) for any breach of the director's fiduciary duty
of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or involving intentional misconduct
or a knowing violation of law, (3) for liability under Section
174 of the General Corporation Law, which makes directors liable
for unlawful dividends or unlawful stock repurchases or
redemptions, or (4) for any transactions from which the director
derives an improper personal benefit. The By-Laws of the Company
provide for indemnification of its officers and directors to the
full extent authorized by law. The Company also currently
maintains a directors' and officers' liability insurance policy
for the benefit of its management and directors.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.
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<PAGE>1
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 latest Annual Report of the Company on Form 10-K,
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Company since the end of
the fiscal year covered by the Annual Report referred to above;
and
(c) The description of the Company's Common Stock
registered under the Exchange Act contained in the Company's Form
8-A, filed on November 20, 1986, including any amendments or
reports 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.
II-1
<PAGE>2
Item 6. Indemnification of Directors and Officers.
_________________________________________
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and
directors under certain circumstances against expenses incurred
in successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their
being or having been an officer or director. Pursuant to Section
102(b)(7) of the General Corporation Law of the State of
Delaware, the Restated Certificate of Incorporation of the
Company provides that the directors of the Company, individually
or collectively, shall not be held personally liable to the
Company or its stockholders for monetary damages for breaches of
their fiduciary duty as directors, except that any director shall
remain liable (1) for any breach of the director's fiduciary duty
of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or involving intentional misconduct
or a knowing violation of law, (3) for liability under Section
174 of the General Corporation Law, which makes directors liable
for unlawful dividends or unlawful stock repurchases or
redemptions, or (4) for any transactions from which the director
derives an improper personal benefit. The By-Laws of the Company
provide for indemnification of its officers and directors to the
full extent authorized by law. The Company also currently
maintains a directors' and officers' liability insurance policy
for the benefit of its management and directors.
Item 7. Exemption from Registration Claimed.
___________________________________
To the extent, if any, that the offer and sale of the Shares
by the Company to the Selling Stockholder require an exemption
from registration, such offer and sale were exempt from
registration pursuant to Section 4(2) of the 1993 Act.
Item 8. Exhibits.
________
II-2
<PAGE>3
Exhibit Description
_______ ___________
4.1 Employment Agreement, effective as of August 5,
1993, between the Company and Gerald A. Nathe
(incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994).
4.2 Restated Certificate of Incorporation of the
Company as filed with the Secretary of State of
the State of Delaware on November 4, 1986
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, Reg.
No. 33-10028).
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 21, 1988 (incorporated by reference to
Exhibit 3.2 to the Company's Registration
Statement on Form S-1, Reg. No. 33-26121).
4.4 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 (incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1991).
4.5 By-Laws of the Company, as amended.
5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Price Waterhouse, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5.1).
24 Powers of Attorney (included on Page II-5 of this
Registration Statement).
Item 9. Undertakings
____________
(a) The undersigned registrant hereby undertakes:
II-3
<PAGE>4
(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;
(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; and
(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 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 Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(b) 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 plan's 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.
II-4
<PAGE>5
(h) 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 Com-
mission such indemnification is against public policy as ex-
pressed 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 regis-
trant in the successful defense of any action, suit or pro-
ceeding) 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>6
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, in
the Town of Rowayton, State of Connecticut, on October 31, 1994.
BALDWIN TECHNOLOGY COMPANY, INC.
By /s/Wendell M. Smith
_____________________________
Wendell M. Smith
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Wendell M. Smith, William J. Lauricella and Helen P.
Oster, and each of them, 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 State-
ment 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 persons in the capacities and on the date or dates
indicated.
/s/Wendell M. Smith Chairman of the Board, October 31, 1994
________________________ Chief Executive
Wendell M. Smith Officer and Director
(Principal Executive
Officer)
/s/Gerald A. Nathe President and Director October 31, 1994
________________________ Director
Gerald A. Nathe
/s/William J. Lauricella Chief Financial October 31, 1994
________________________ Officer
William J. Lauricella and Treasurer
(Principal Financial
Officer)
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<PAGE>7
/s/Warren W. Smith Chief Accounting October 31, 1994
____________________________ Office (Principal
Warren W. Smith Accounting Officer)
/s/Akira Hara Vice President October 31, 1994
____________________________ and Director
Akira Hara
/s/D. John Youngman Vice President October 31, 1994
____________________________ and Director
D. John Youngman
/s/Judith G. Hyers Director October 31, 1994
____________________________
Judith G. Hyers
/s/Samuel B. Fortenbaugh III Director October 31, 1994
____________________________
Samuel B. Fortenbaugh III
/s/M. Richard Rose Director October 31, 1994
____________________________
M. Richard Rose
/s/Ralph R. Whitney, Jr. Director October 31, 1994
____________________________
Ralph R. Whitney, Jr.
II-7
<PAGE>8
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
_______ ___________ ________
4.1 Employment Agreement, effective as of August 5,
1993, between the Company and Gerald A. Nathe
(incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994).
4.2 Restated Certificate of Incorporation of the
Company as filed with the Secretary of State of
the State of Delaware on November 4, 1986
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1,
Reg. No. 33-10028).
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 21, 1988 (incorporated by reference to
Exhibit 3.2 to the Company's Registration
Statement on Form S-1, Reg. No. 33-26121).
4.4 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 (incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30,
1991).
4.5 By-Laws of the Company, as amended.
5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Price Waterhouse, independent
accountants.
23.2 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5.1).
24 Powers of Attorney (included on Page II-5 of the
Registration Statement).
II-8
Exhibit 4.5
___________
As Amended November 19, 1987
and September 25, 1990
BY-LAWS
OF
BALDWIN TECHNOLOGY COMPANY, INC.
ARTICLE I
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders
of the Corporation shall be held on such date, at such time and at such
place within or without the State of Delaware as may be designated by
the Board of Directors, for the purpose of electing Directors and for
the transaction of such other business as may be properly brought before
the meeting.
SECTION 2. Special Meetings. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of
the Corporation may be called at any time by the Board of Directors, the
Chairman of the Board or the President or the Secretary at the request
in writing of stockholders holding together at least twenty five percent
of the number of shares of stock outstanding and entitled to vote at
such meeting. Any special meeting of the stockholders shall be held on
such date, at such time and at such place within or without the State of
Delaware as the Board of Directors or the officer calling the meeting
may designate. At a special meeting of the stockholders, no business
shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting unless all of the stockholders
are present in person or by proxy, in which case any and all business
may be transacted at the meeting even though the meeting is held without
notice.
SECTION 3. Notice of Meetings. Except as otherwise provided in
these By-Laws or by law, a written notice of each meeting of the
stockholders shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder of the
Corporation entitled to vote at such meeting at his address as it
appears on the records of the Corporation. The notice shall state the
place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.
SECTION 4. Quorum. At any meeting of the stockholders, the holders
of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or
<PAGE>2
represented by proxy, shall constitute a quorum of the stockholders for
all purposes, unless the representation of a larger number of shares
shall be required by law, by the Certificate of Incorporation or by
these By-Laws, in which case the representation of the number of shares
so required shall constitute a quorum; provided that at any meeting of
the stockholders at which the holders of any class of stock of the
Corporation shall be entitled to vote separately as a class, the holders
of a majority in number of the total outstanding shares of such class,
present in person or represented by proxy, shall constitute a quorum for
purposes of such class vote unless the representation of a larger number
of shares of such class shall be required by law, by the Certificate of
Incorporation or by these By-Laws.
SECTION 5. Adjourned Meetings. Whether or not a quorum shall be
present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the
Corporation present in person or represented by proxy and entitled to
vote at such meeting may adjourn from time to time; provided, however,
that if the holders of any class of stock of the Corporation are
entitled to vote separately as a class upon any matter at such meeting,
any adjournment of the meeting in respect of action by such class upon
such matter shall be determined by the holders of a majority of the
shares of such class present in person or represented by proxy and
entitled to vote at such meeting. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the stockholders, or the
holders of any class of stock entitled to vote separately as a class, as
the case may be, may transact any business which might have been
transacted by them at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record dated is
fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned
meeting.
SECTION 6. Organization. The Chairman of the Board or, in his
absence, the President shall call all meetings of the stockholders to
order, and shall act as Chairman of such meetings. In the absence of
the Chairman of the Board and the President, the holders of a majority
in number of the shares of stock of the Corporation present in person or
represented by proxy and entitled to vote at such meeting shall elect a
Chairman.
The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the
Chairman may appoint any person to act as Secretary of the meeting. It
shall be the duty of the Secretary to prepare and make, at least ten
days before every meeting of stockholders, a complete list of
stockholders entitled to vote at such meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be
open, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held, for the ten
days next preceding the meeting, to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours,
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<PAGE>3
and shall be produced and kept at the time and place of the meeting
during the whole time thereof and subject to the inspection of any
stockholder who may be present.
SECTION 7. Voting. Except as otherwise provided in the Certificate
of Incorporation or by law, each stockholder shall be entitled to one
vote for each share of the capital stock of the Corporation registered
in the name of such stockholder upon the books of the Corporation. Each
stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. When directed by the
presiding officer or upon the demand of any stockholder, the vote upon
any matter before a meeting of stockholders shall be by ballot. Except
as otherwise provided by law or by the Certificate of Incorporation,
Directors shall be elected by a plurality of the votes cast at a meeting
of stockholders by the stockholders entitled to vote in the election
and, whenever any corporate action, other than the election of Directors
is to be taken, it shall be authorized by a majority of the votes cast
at a meeting of stockholders by the stockholders entitled to vote
thereon.
Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation, if majority of the shares
entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be
entitled to vote nor be counted for quorum purposes.
SECTION 8. Inspectors. When required by law or directed by the
presiding officer or upon the demand of any stockholder entitled to
vote, but not otherwise, the polls shall be opened and closed, the
proxies and ballots shall be received and taken in charge, and all
questions touching the qualification of voters, the validity of proxies
and the acceptance or rejection of votes shall be decided at any meeting
of the stockholders by two or more Inspectors who may be appointed by
the Board of Directors before the meeting, or if not so appointed, shall
be appointed by the presiding officer at the meeting. If any person so
appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.
SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action
required to be taken or which may be taken at any annual or special
meeting of the stockholders of the Corporation, may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of any such corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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<PAGE>4
ARTICLE II
Board of Directors
SECTION 1. Number and Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of a Board of
Directors, none of whom need be stockholders of the Corporation.
SECTION 2. Removal, Vacancies and Additional Directors.
This Section intentionally left blank.
SECTION 3. Place of Meeting. The Board of Directors may hold its
meetings in such place or places in the State of Delaware or outside the
State of Delaware as the Board from time to time shall determine.
SECTION 4. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time
to time by resolution shall determine. No notice shall be required for
any regular meeting of the Board of Directors; but a copy of every
resolution fixing or changing the time or place of regular meetings
shall be mailed to every Director at least five days before the first
meeting held in pursuance thereof.
SECTION 5. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of
the Board, the President or by any two of the Directors then in office.
Notice of the day, hour and place of holding of each special
meeting shall be given by mailing the same at least two days before the
meeting or by causing the same to be transmitted by telegraph, cable or
wireless at least one day before the meeting to each Director. Unless
otherwise indicated in the notice thereof, any and all business other
than an amendment of these By-Laws may be transacted at any special
meeting, and an amendment of these By-Laws may be acted upon if the
notice of the meeting shall have stated that the amendment of these By-
Laws is one of the purposes of the meeting. At any meeting at which
every Director shall be present, even though without any notice, any
business may be transacted, including the amendment of these By-Laws.
SECTION 6. Quorum. Subject to the provisions of the Restated
Certificate of Incorporation, a majority of the members of the Board of
Directors in office shall constitute a quorum for the transaction of
business and the vote of the majority of the Directors present at any
meeting of the Board of Directors at which a quorum is present shall be
the act of the Board of Directors. If at any meeting of the Board there
is less than a quorum present, a majority of those present may adjourn
the meeting from time to time.
SECTION 7. Organization. The Chairman of the Board or, in his
absence, the President shall preside at all meetings of the Board of
Directors. In the absence of the Chairman of the Board and the
President, a Chairman shall be elected from the Directors present. The
Secretary of the Corporation shall act as Secretary of all meetings of
the Directors; but in the absence of the Secretary, the Chairman may
appoint any person to act as Secretary of the meeting.
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<PAGE>5
SECTION 8. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designated one or more
committees, each committee to consist of one or more of the Directors of
the Corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the
extent provided by resolution passed by a majority of the whole Board,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and the affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
a dissolution, or amending these By-Laws; and unless such resolution,
these By-Laws, or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 9. Conference Telephone Meetings. Unless otherwise
restricted by the Certificate of Incorporation or by these By-Laws, the
members of the Board of Directors or any committee designated by the
Board, may participate in a meeting of the Board or such committee, as
the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
SECTION 10. Consent of Directors or Committee in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation or by
these By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board or committee, as the
case may be.
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<PAGE>6
ARTICLE III
Officers
SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a
Secretary and a Treasurer, and such additional officers, if any, as
shall be elected by the Board of Directors pursuant to the provisions of
Section 7 of this Article III. The Chairman of the Board, the
President, one or more Vice Presidents, the Secretary and the Treasurer
shall be elected by the Board of Directors at its first meeting after
each annual meeting of the Stockholders. The failure to hold such
election shall not of itself terminate the term of office of any
officer. All officers shall hold office at the pleasure of the Board of
Directors. Any officer may resign at any time upon written notice to
the Corporation. Officers may, but need not, be Directors. Any number
of offices may be held by the same person.
The Board of Directors shall designate either the Chairman of the
Board or the President as the chief executive officer of the
Corporation. If the Board of Directors shall fail to make such
designation, the Chairman of the Board shall be the chief executive
officer of the Corporation. The Board of Directors may change such
designation at any time. The officer who shall be the chief executive
officer of the Corporation shall have, subject to the control of the
Board of Directors, general charge and control of all its business and
affairs.
All officers, agents and employees shall be subject to removal,
with or without cause, at any time by the Board of Directors. The
removal of an officer without cause shall be without prejudice to his
contract rights, if any. The election or appointment of an officer
shall not of itself create contract rights. All agents and employees
other than officers elected by the Board of Directors shall also be
subject to removal, with or without cause, at any time by the officers
appointing them.
Any vacancy caused by the death of any officer, his resignation,
his removal, or otherwise, may be filled by the Board of Directors, and
any officer so elected shall hold office at the pleasure of the Board of
Directors.
In addition to the powers and duties of the officers of the
Corporation as set forth in these By-Laws, the officers shall have such
authority and shall perform such duties as from time to time may be
determined by the Board of Directors.
SECTION 2. Powers and Duties of the Chairman of the Board. The
Chairman of the Board shall, subject to the control of the Board of
Directors, have all powers and perform all duties incident to the office
of Chairman of the Board. He shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors and shall
have such other powers and perform such other duties as may from time to
time be assigned to him by these By-Laws or by the Board of Directors.
SECTION 3. Powers and Duties of the President. The President
shall, subject to the control of the Board of Directors, have all powers
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<PAGE>7
and perform all duties incident to the office of President. In the
absence of the Chairman of the Board, he shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors and
shall have such other powers and perform such other duties as may from
time to time be assigned to him by these By-Laws or by the Board of
Directors or, if the Chairman of the Board is the chief executive
officer of the Corporation, the Chairman of the Board.
SECTION 4. Powers and Duties of the Vice Presidents. Each Vice
President shall have all powers and shall perform all duties incident to
the office of Vice President and shall have such other powers and
perform such other duties as may from time to time be assigned to him by
these By-Laws or by the Board of Directors or the President or, if the
Chairman of the Board is the chief executive officer of the Corporation,
the Chairman of the Board.
SECTION 5. Powers and Duties of the Secretary. The Secretary
shall keep the minutes of all meetings of the Board of Directors and the
minutes of all meetings of the stockholders in books provided for that
purpose; he shall attend to the giving or serving of all notices of the
Corporation; he shall have custody of the corporate seal of the
Corporation and shall affix the same to such documents and other papers
as the Board of Directors or the President shall authorize and direct;
he shall have charge of the stock certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors
or the President shall direct, all of which shall at all reasonable
times be open to the examination of any Director, upon application, at
the office of the Corporation during business hours; and whenever
required by the Board of Directors, the Chairman of the Board or the
President shall render statements of such accounts; and he shall have
the powers and shall perform all duties incident to the office of
Secretary and shall also have such other powers and shall perform such
other duties as may from time to time be assigned to him by these By-
Laws or by the Board of Directors or the President or, if the Chairman
of the Board is the chief executive officer of the Corporation, the
Chairman of the Board.
SECTION 6. Powers and Duties of the Treasurer. The Treasurer
shall have custody of, and when proper shall pay out, disburse or
otherwise dispose of, all funds and securities of the Corporation which
may have come into his hands; he may endorse on behalf of the
Corporation for collection checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such bank or banks
or depositary or depositaries as the Board of Directors may designate;
he shall sign all receipts and vouchers for payments made to the
Corporation; he shall enter or cause to be entered regularly in the
books of the Corporation kept for the purpose full and accurate accounts
of all moneys received or paid or otherwise disposed of by him and
whenever required by the Board of Directors, the Chairman of the Board
or the President shall render statements of such accounts; he shall, at
all reasonable times, exhibit his books and accounts to any Director of
the Corporation upon application at the office of the Corporation during
business hours; and he shall have all powers and he shall perform all
duties incident to the office of Treasurer and shall also have such
other powers and shall perform such other duties as may from time to
time be assigned to him by these By-Laws or by the Board of Directors or
- 7 -
<PAGE>8
the President or, if the Chairman of the Board is the chief executive
officer of the Corporation, the Chairman of the Board.
SECTION 7. Additional Officers. The Board of Directors may from
time to time elect such other officers (who may but need not be
Directors), including a Controller, Assistant Treasurers, Assistant
Secretaries and Assistant Controllers, as the Board may deem advisable
and such officers shall have such authority and shall perform such
duties as may from time to time be assigned to them by the Board of
Directors or the President or, if the Chairman of the Board is the chief
executive officer of the Corporation, the Chairman of the Board.
The Board of Directors may from time to time by resolution
delegate to any Assistant Treasurer or Assistant Treasurers any of the
powers or duties herein assigned to the Treasurer; and may similarly
delegate to any Assistant Secretary or Assistant Secretaries any of the
powers or duties herein assigned to the Secretary.
SECTION 8. Giving of Bond by Officers. All officers of the
Corporation, if required to do so by the Board of Directors, shall
furnish bonds to the Corporation for the faithful performance of their
duties, in such penalties and with such conditions and security as the
Board shall require.
SECTION 9. Voting Upon Stocks. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board, the President or any Vice
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of the
Corporation to execute proxies to vote, at any meeting of stockholders
of any corporation in which the Corporation may hold stock, and at any
such meeting shall possess and may exercise, in person or by proxy, any
and all rights, powers and privileges incident to the ownership of such
stock. The Board of Directors may from time to time, by resolution,
confer like powers upon any other person or persons.
SECTION 10. Compensation of Officers. The officers of the
Corporation shall be entitled to receive such compensation for their
services as shall from time to time be determined by the Board of
Directors.
ARTICLE IV
Stock-Seal-Fiscal Year
SECTION 1. Certificates For Shares of Stock. The certificates
for shares of stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be approved
by the Board of Directors. All certificates shall be signed by the
Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and shall not be valid unless so signed.
In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued
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<PAGE>9
and delivered as though the person or persons who signed such
certificate or certificates had not ceased to be such officer or
officers of the Corporation.
All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the
shares represented thereby with the number of such shares and the date
of issue thereof shall be entered on the books of the Corporation.
Except as hereinafter provided, all certificates surrendered to
the Corporation for transfer shall be cancelled, and no new certificates
shall be issued until former certificates for the same number of shares
have been surrendered and cancelled.
SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a
person owning a certificate for shares of stock of the Corporation
alleges that it has been lost, stolen or destroyed, he shall file in the
office of the Corporation an affidavit setting forth, to the best of his
knowledge and belief, the time, place and circumstances of the loss,
theft or destruction, and, if required by the Board of Directors, a bond
of indemnity or other indemnification sufficient in the opinion of the
Board of Directors to indemnify the Corporation and its agents against
any claim that may be made against it or them on account of the alleged
loss, theft or destruction of any such certificate or the issuance of a
new certificate in replacement therefor. Thereupon the Corporation may
cause to be issued to such person a new certificate in replacement for
the certificate alleged to have been lost, stolen or destroyed. Upon
the stub of every new certificate so issued shall be noted the fact of
such issue and the number, date and the name of the registered owner of
the lost, stolen or destroyed certificate in lieu of which the new
certificate is issued.
SECTION 3. Transfer of Shares. Shares of stock of the
Corporation shall be transferred on the books of the Corporation by the
holder thereof, in person or by his attorney duly authorized in writing,
upon surrender and cancellation of certificates for the number of shares
of stock to be transferred, except as provided in Section 2 of this
Article IV.
SECTION 4. Regulations. The Board of Directors shall have power
and authority to make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of
certificates for shares of stock of the Corporation.
SECTION 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting or entitled to
receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, as the case may be, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.
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<PAGE>10
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed; and the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
SECTION 6. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors shall have power to
declare and pay dividends upon shares of stock of the Corporation, but
only out of funds available for the payment of dividends as provided by
law.
Subject to the provisions of the Certificate of Incorporation,
any dividends declared upon the stock of the Corporation shall be
payable on such date or dates as the Board of Directors shall determine.
If the date fixed for the payment of any dividend shall in any year fall
upon a legal holiday, then the dividend payable on such date shall be
paid on the next day not a legal holiday.
SECTION 7. Corporate Seal. The Board of Directors shall provide
a suitable seal, containing the name of the Corporation, which seal
shall be kept in the custody of the Secretary. A duplicate of the seal
may be kept and be used by any officer of the Corporation designated by
the Board of Directors, the Chairman of the Board or the President.
SECTION 8. Fiscal Year. The fiscal year of the Corporation shall
be such fiscal year as the Board of Directors from time to time by
resolution shall determine.
ARTICLE V
Miscellaneous Provisions
SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of
exchange, acceptances, notes or other obligations or orders for the
payment of money shall be signed and, if so required by the Board of
Directors, countersigned by such officers of the Corporation and/or
other persons as the Board of Directors from time to time shall
designate.
Checks, drafts, bills of exchange, acceptances, notes,
obligations and orders for the payment of money made payable to the
Corporation may be endorsed for deposit to the credit of the Corporation
with a duly authorized depository by the Treasurer and/or such other
officers or persons as the Board of Directors from time to time may
designate.
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<PAGE>11
SECTION 2. Loans. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the
Board of Directors. When authorized so to do, any officer or agent of
the Corporation may effect loans and advances for the Corporation from
any bank, trust company or other institution or from any firm,
corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other evidences of
indebtedness of the Corporation. When authorized so to do, any officer
or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness
and liabilities of the Corporation, any and all stocks, securities and
other personal property at any time held by the Corporation, and to that
end may endorse, assign and deliver the same. Such authority may be
general or confined to specific instances.
SECTION 3. Contracts. Except as otherwise provided in these By-
Laws or by law or as otherwise directed by the Board of Directors, the
Chairman of the Board, any Vice Chairman of the Board, the President or
any Vice President shall be authorized to execute and deliver, in the
name and on behalf of the Corporation, all agreements, bonds, contracts,
deeds, mortgages, and other instruments, either for the Corporation's
own account or in a fiduciary or other capacity, and the seal of the
Corporation, if appropriate, shall be affixed thereto by any of such
officers or the Secretary or an Assistant Secretary. The Board of
Directors, the Chairman of the Board, any Vice Chairman of the Board,
the President or any Vice President designated by the Board of
Directors, the Chairman of the Board, any Vice Chairman of the Board or
the President may authorize any other officer, employee or agent to
execute and deliver, in the name and on behalf of the Corporation,
agreements, bonds, contracts, deeds, mortgages, and other instruments,
either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation
thereto. The grant of such authority by the Board or any such officer
may be general or confined to specific instances.
SECTION 4. Waivers of Notice. Whenever any notice whatever is
required to be given by law, by the Certificate of Incorporation or by
these By-Laws to any person or persons, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
SECTION 5. Offices Outside of Delaware. Except as otherwise
required by the laws of the State of Delaware, the Corporation may have
an office or offices and keep its books, documents and papers outside of
the State of Delaware at such place or places as from time to time may
be determined by the Board of Directors or the Chairman of the Board.
SECTION 6. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a
director, officer, employee or agent of the Corporation or is or was
serving, at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
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<PAGE>12
ARTICLE VI
Amendments
These By-Laws and any amendment thereof may be altered, amended
or repealed, or new By-Laws may be adopted, by the Board of Directors at
any regular or special meeting by the affirmative vote of a majority of
all of the members of the Board, provided in the case of any special
meeting at which all of the members of the Board are not present, that
the notice of such meeting shall have stated that the amendment of these
By-Laws was one of the purposes of the meeting; but these By-Laws and
any amendment thereof, may be altered, amended or repealed or new By-
Laws may be adopted by the holders of a majority of the total
outstanding stock of the Corporation entitled to vote at any annual
meeting or at any special meeting, provided, in the case of any special
meeting, that notice of such proposed alteration, amendment, repeal or
adoption is included in the notice of the meeting.
EXHIBIT 5.1
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MORGAN, LEWIS & BOCKIUS
PHILADELPHIA COUNSELORS AT LAW
WASHINGTON
LOS ANGELES 101 PARK AVENUE
NEW YORK
MIAMI NEW YORK, NEW YORK 10178
HARRISBURG
LONDON TELEPHONE: (212) 309-6000
PRINCETON
FRANKFURT FAX: (212) 309-6273
BRUSSELS
TOKYO
November 4, 1994
Baldwin Technology Company, Inc.
65 Rowayton Avenue
Rowayton, Connecticut 06853
Re:
Registration Statement on Form S-8
__________________________________
Ladies and Gentlemen:
We have acted as counsel to Baldwin Technology Company,
Inc., a Delaware corporation (the "Company"), in connection with the
filing of a Registration Statement on Form S-8, including the exhibits
thereto (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), for the registration by the Company of (i)
an additional 300,000 shares (the "Option Plan Shares") of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"),
issuable pursuant to the Second Amended and Restated 1986 Stock Option
Plan of the Company (the "Plan") and (ii) 200,000 shares (the
"Employment Shares" and, together with the Option Plan Shares, the
"Shares") of Class A Common Stock issuable upon the achievement of
certain performance conditions under the Employment Agreement, effective
as of August 5, 1993, between the Company and Gerald A. Nathe (the
"Employment Agreement").
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
Registration Statement, the Plan and the Employment Agreement and such
other documents and records as we have deemed necessary. We have
assumed that (i) the Registration Statement, and any amendments thereto,
<PAGE>2
will have become effective; and (ii) all Shares will be issued in
compliance with applicable federal and state securities laws.
With respect to the issuance of any Shares, we have assumed
that the Shares will be issued, and the certificates evidencing the same
will be duly delivered, in accordance with the Plan, with respect to the
Option Plan Shares, or the Employment Agreement, with respect to the
Employment Shares, and against receipt of the consideration stipulated
therefor, which will be no less than the par value thereof.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in
accordance with the Plan, with respect to the Option Plan Shares, or the
Employment Agreement, with respect to the Employment Shares, will be
validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation
Law of the State of Delaware.
We consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit
that we are acting within the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/MORGAN, LEWIS & BOCKIUS
EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated August 19, 1994 appearing on page 16 of Baldwin
Technology Company, Inc.'s Annual Report on Form 10-K for
the year ended June 30, 1994. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 43 of such
Annual Report on Form 10-K.
/s/PRICE WATERHOUSE LLP
Stamford, Connecticut
November 4, 1994
