<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BALDWIN TECHNOLOGY COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
BALDWIN TECHNOLOGY COMPANY, INC.
65 Rowayton Avenue
Rowayton, Connecticut 06853
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology Company, Inc. (the
"Company") will be held at The Ramada Plaza Hotel, 700 Main Street, Stamford,
Connecticut on the 16th day of November, 1995 at 10:00 a.m., Eastern Standard
Time, for the following purposes:
1. To elect two Class II Directors to serve for three-year terms and one
Class III Director to serve for a one-year term or until their
successors are elected and qualify.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record as of the close of business on September 29,
1995, are entitled to receive notice of and to vote at the meeting. A list of
such stockholders shall be open to the examination of any stockholder during
ordinary business hours, for a period of ten days prior to the meeting, at the
principal executive offices of the Company, 65 Rowayton Avenue, Rowayton,
Connecticut 06853.
By Order of the Board of Directors.
Helen P. Oster
Secretary
Rowayton, Connecticut
October 20, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES OF COMMON STOCK
PERSONALLY, WHETHER OR NOT YOU HAVE PREVIOUSLY SUBMITTED A PROXY.
<PAGE> 3
BALDWIN TECHNOLOGY COMPANY, INC.
PROXY STATEMENT
Rowayton, Connecticut
October 20, 1995
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Baldwin Technology Company, Inc., a Delaware corporation (the
"Company"), for use only at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at The Ramada Plaza Hotel, 700 Main Street, Stamford,
Connecticut on the 16th day of November, 1995 at 10:00 a.m., Eastern Standard
Time, and at any adjournment thereof. The approximate date on which this Proxy
Statement and accompanying Proxy will first be given or sent to stockholders is
October 20, 1995.
Each Proxy executed and returned by a stockholder may be revoked at any
time thereafter, by written notice to that effect to the Company, attention of
the Secretary, prior to the Annual Meeting, or to the Chairman, or the
Inspectors of Election, at the Annual Meeting, or by execution and return of a
later-dated Proxy, except as to any matter voted upon prior to such revocation.
Proxies in the accompanying form will be voted in accordance with the
specifications made and, where no specifications are given, will be voted FOR
the election as Directors of the nominees named herein and if any one or more of
such nominees should become unavailable for election for any reason then FOR the
election of any substitute nominee that the Board of Directors of the Company
may propose. In the discretion of the proxy holders, the Proxies will also be
voted FOR or AGAINST such other matters as may properly come before the meeting.
The management of the Company is not aware of any other matters to be presented
for action at the meeting.
With regard to the election of Directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be counted as present
for purposes of determining the existence of a quorum and will not have any
effect on the vote. Broker non-votes will be counted for purposes of determining
the presence or absence of a quorum and will have no effect on the outcome of
the election of Directors.
The affirmative vote of a majority of the votes entitled to be cast by the
outstanding shares of Class A Common Stock, par value $.01 per share (the "Class
A Common Stock"), and Class B Common Stock, par value $.01 per share (the "Class
B Common Stock"), present, in person or by proxy, and entitled to vote at the
meeting, voting as a single class, with each share of Class A Common Stock
having one vote per share and each share of Class B Common Stock having ten
votes per share, is required for the approval of any matter voted upon at the
meeting or any adjournment thereof other than the election of Directors. The
required votes for the election of Directors is described below under the
caption "Voting Securities."
<PAGE> 4
VOTING SECURITIES
The Board of Directors has fixed the close of business on September 29,
1995 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting. The issued and outstanding
stock of the Company on September 29, 1995 consisted of 15,847,827 shares of
Class A Common Stock and 1,835,883 shares of Class B Common Stock.
With respect to the election of Directors, the holders of Class A Common
Stock, voting as a separate class, are entitled to elect 25% of the total number
of Directors (or the nearest higher whole number) constituting the entire Board
of Directors. Accordingly, the holders of Class A Common Stock are entitled to
elect two of the eight Directors constituting the entire Board of Directors.
Holders of Class B Common Stock, voting as a separate class, are entitled to
elect the remaining Directors, so long as the number of outstanding shares of
Class B Common Stock is equal to at least 12.5% of the number of outstanding
shares of both classes of Common Stock. If the number of outstanding shares of
Class B Common Stock is less than 12.5% of the total number of outstanding
shares of both classes of Common Stock, the remaining directors are elected by
the holders of both classes of Common Stock voting together as a single class,
with the holders of Class A Common Stock having one vote per share and the
holders of Class B Common Stock having ten votes per share. As of September 29,
1995 the number of outstanding shares of Class B Common Stock constituted
approximately 10.4% of the total number of outstanding shares of both classes of
Common Stock. Accordingly, the holders of Class A Common Stock and Class B
Common Stock voting together are entitled to elect six of the eight Directors
constituting the entire Board of Directors.
Except with respect to the election or removal of Directors, and certain
other matters with respect to which Delaware law requires each class to vote as
a separate class, the holders of Class A Common Stock and Class B Common Stock
vote as a single class on all matters, with each share of Class A Common Stock
having one vote per share and each share of Class B Common Stock having ten
votes per share. A quorum of stockholders is constituted by the presence, in
person or by proxy, of holders of record of both Class A Common Stock and Class
B Common Stock representing a majority of the aggregate number of votes entitled
to be cast by both classes together. Abstentions will be considered present and
have the effect of a negative vote; broker non-votes will be neither present nor
have any effect on the vote on such matters.
With respect to the election or removal of Directors, and certain other
matters with respect to which Delaware law requires each class to vote as a
separate class, a quorum of the stockholders of such class is constituted by the
presence, in person or by proxy, of holders of record of such class of Class A
Common Stock or Class B Common Stock representing a majority of the number of
votes entitled to be cast by such class. As stated above, proxies withheld and
broker non-votes will be excluded entirely with respect to the election of
Directors and have no effect on the vote thereon.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Class A Common Stock and Class B Common Stock as of August 31, 1995
(except where otherwise noted) based on a review of information filed with the
SEC and the Company's stock records with respect to (a) each person known to be
the beneficial owner of more than 5% of the outstanding shares of Class A Common
Stock or Class B Common Stock, (b) each Director or nominee for a directorship
of the Company, (c) each executive officer named in the Summary Compensation
Table, and (d) all executive officers and directors of the Company as a group.
Unless otherwise stated, each of such persons has sole voting and investment
power with respect to such shares.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------------------------------
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME AND ADDRESS --------------------------------- -------------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B(1) CLASS A(1) CLASS B(1)
- -------------------------------------- -------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Wendell M. Smith(2)(3)................ 627,346(4)(9) 578,683(5) 4% 31%
Baldwin Technology Company, Inc.
65 Rowayton Avenue
Rowayton, Connecticut 06853
Gabelli Funds, Inc. .................. 1,194,000(6) 0 7.5% --
One Corporate Center
Rye, New York 10580
Akira Hara(3)......................... 754,234(9) 290,600(5) 4.8% 15.6%
Castle Kyoshin #501
2-21-6 Himonya, Meguro-ku
Tokyo 152, Japan
Jane G. St. John(7)................... 349,534(9) 404,864 2.2% 22.1%
P.O. Box 3236
Blue Jay, California 92317
Southeastern Asset Management,
Inc. ............................... 704,600(8) 0 4.4% --
860 Ridgelake Boulevard
Memphis, Tennessee 38120
Gerald A. Nathe(3).................... 315,999(9)(10) 435,144(5) 2% 22.3%
Baldwin Americas Corporation
1801 Robert Fulton Drive
Reston, Virginia 22091
Judith G. Hyers(3).................... 246,283(9)(11) 7,135(5) 1.6% *
12 SeaSide Place
East Norwalk, Connecticut 06855
Ralph R. Whitney, Jr.(3).............. 3,533(9) 100,467(5) * 5.5%
Hammond Kennedy Whitney & Co.
230 Park Avenue
New York, New York 10169
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------------------------------
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME AND ADDRESS --------------------------------- -------------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B(1) CLASS A(1) CLASS B(1)
- -------------------------------------- -------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
William J. Lauricella................. 23,965(9)(12) 26,000 * 1.4%
Baldwin Technology Company, Inc.
65 Rowayton Avenue
Rowayton, Connecticut 06853
M. Richard Rose(3).................... 8,533(9) 467(5) * *
4606 Willow Cove
Geneva, New York 14456
Samuel B. Fortenbaugh III(3).......... 5,533(9) 467(5) * *
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Judith A. Booth(3).................... 3,000(13) 0 * --
Courier Corporation
165 Jackson Street
Lowell, Massachusetts 01862
All executive officers and directors
of the Company as a group (including
9 individuals named above)(14)...... 1,988,426(2) 1,438,963(5) 11.1% 71.5%
(4)(9)(10)
(11)(12)(13)
</TABLE>
- ---------------
* = Less than 1%.
(1) Each share of Class B Common Stock is convertible at any time, at the
option of the holder thereof, into one share of Class A Common Stock. The
amount shown as Class A Common Stock does not include those shares of Class
A Common Stock issuable upon conversion of the shares of Class B Common
Stock held by the beneficial owner. If the share of Class B Common Stock
owned by the individuals named above were converted, their respective
ownership of Class A Common Stock and their Percent of Class A Common Stock
owned would be as follows: Mr. Smith, 1,206,029--7.3%; Mr. Hara,
1,044,834--6.5%; Mrs. St. John, 754,398--4.6%; Mr. Nathe, 751,143--4.6%;
Ms. Hyers, 253,418--1.6%; with less than 1%, Mr. Whitney, 104,000, Mr.
Lauricella, 49,965, Mr. Rose, 9,000 and Mr. Fortenbaugh, 6,000; and as to
all executive officers and directors of the Company as a group, 3,427,389
or 19.6%.
(2) The record owner of 587,750 and 504,015 of such shares of Class A Common
Stock and Class B Common Stock, respectively, is Polestar Corporation. The
record owner of 20,668 of such shares of Class B Common Stock is Polestar
Limited. All outstanding shares of capital stock of Polestar Corporation
and Polestar Limited are owned beneficially and of record by Wendell M.
Smith, Chairman of the Board and Chief Executive Officer of the Company.
(3) Member of the Board of Directors of the Company.
4
<PAGE> 7
(4) Includes 1,792 shares of Class A Common Stock held in Mr. Smith's account
under the Company's Profit Sharing and Savings Plan and 4 shares of Class A
Common Stock held for Mr. Smith in the Stock Bonus Fund of said Plan. Does
not include 14,400 shares of Class A Common Stock owned by Mr. Smith's
wife, as to which shares Mr. Smith disclaims beneficial ownership.
(5) Includes shares of Class B Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Smith, 30,000 shares; Mr.
Hara, 30,000 shares; Mr. Nathe, 115,000 shares; Ms. Hyers, 467 shares; Mr.
Whitney, 467 shares; Dr. Rose, 467 shares; and Mr. Fortenbaugh, 467 shares.
(6) This information is based on an Amendment No. 3 to a Schedule 13D filed by
the beneficial owner with the U.S. Securities and Exchange Commission
reporting beneficial ownership as of August 17, 1994.
(7) Includes 24,000 shares of Class B Common Stock owned by Mrs. St. John's
husband, John G. St. John, President of Baldwin Stobb, a division of the
Company, 700 shares of Class A Common Stock held in Mr. St. John's account
under the Company's Profit Sharing and Savings Plan and 4 shares of Class A
Common Stock held for Mr. St. John in the Stock Bonus Fund of said Plan.
Also includes an aggregate of 4,800 shares of Class A Common Stock held by
the St. Johns as custodians for their children.
(8) This information is based on Amendment No. 3 to Schedule 13G dated February
3, 1995, filed by the beneficial owner with the U.S. Securities and
Exchange Commission reporting beneficial ownership as of December 31, 1994.
(9) Includes shares of Class A Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Smith, 26,666 shares; Mr.
Hara, 16,666 shares; Mr. Nathe, 149,999 shares; Mr. Lauricella, 18,332
shares; Ms. Hyers, 3,533 shares; Mr. Whitney, 3,533 shares; Dr. Rose, 889
shares; Mr. Fortenbaugh, 3,533 shares; and Mr. St. John, 8,333 shares.
(10) Includes 6,000 shares of Class A Common Stock held jointly with Mr. Nathe's
wife; also includes 160,000 shares which may be issued pursuant to Mr.
Nathe's employment agreement with the Company as more fully described in
the Employment and Consulting Agreements section below.
(11) Includes 1,800 shares of Class A Common Stock held in trust for Ms. Hyers'
son.
(12) Includes 5,633 shares of Class A Common Stock held in Mr. Lauricella's
account under the Company's Profit Sharing and Savings Plan and 1 share of
Class A Common Stock held for Mr. Lauricella in the Stock Bonus Fund under
said Plan.
(13) Includes 1,000 shares owned jointly with Mrs. Booth's husband.
(14) Does not include 86,565 shares of Class A Common Stock owned by Harold W.
Gegenheimer, Chairman Emeritus of the Company.
To the knowledge of the Company, no arrangement exists, the operation of
which might result in a change in control of the Company.
5
<PAGE> 8
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation, the Board of Directors is
divided into three classes, with each class being as equal in size as possible.
One class is elected each year. Directors in each class hold office for a term
of three years and until their respective successors are elected and qualified.
There are currently eight members of the Company's Board of Directors, the
number having been set by the Board of Directors in accordance with the
Company's By-laws. Judith A. Booth (a Class I Director) and M. Richard Rose (a
Class II Director) were elected by a plurality vote of the outstanding shares of
Class A Common Stock. The other Directors were elected by a plurality vote of
the outstanding shares of Class A Common Stock and Class B Common Stock voting
together as a single class.
At this year's Annual Meeting, two Directors will be elected to Class II
and one Director will be elected to Class III. If elected, the new terms of the
Directors elected to Class II will expire at the 1998 Annual Meeting; the new
term of the Director elected to Class III will expire at the 1996 Annual
Meeting. M. Richard Rose may be elected by a plurality vote of the outstanding
shares of Class A Common Stock present, in person or by proxy, and entitled to
vote at the meeting, voting as a class. Judith G. Hyers and Gerald A. Nathe,
nominated to serve as a Class III and Class II director, respectively, may be
elected by a plurality vote of the outstanding shares of Class A Common Stock
and Class B Common Stock present, in person or by proxy, and entitled to vote at
the meeting, voting together as a single class.
The Board of Directors knows of no reason why any nominee for director
would be unable to serve as a director. If any nominee should for any reason be
unable to serve, the shares represented by all valid proxies not containing
contrary instructions may be voted for the election of such other person as the
Board may recommend in place of a nominee that is unable to serve.
Set forth below are the names of all Directors and nominees and certain
biographical information with respect to each such Director and nominee.
NOMINEES FOR ELECTION AT THE 1995 ANNUAL MEETING:
CLASS II (Term will expire at the 1998 Annual Meeting)
Gerald A. Nathe, age 54, has served as Chief Executive Officer of the
Company since October 16, 1995, as President of the Company since August, 1993
and as a Director of the Company since 1987. He was a Vice President of the
Company from July, 1990 through August, 1993. He has also served as President of
Baldwin Americas Corporation since he joined the Company in 1990.
M. Richard Rose, age 62, has served as a Director of the Company since
1989. He was President and Chief Executive Officer of the Rochester Institute of
Technology, a private university, from 1979 through June, 1992, when he retired
from that position. He currently serves as a Trustee of Roberts Wesleyan College
and Sonnenberg Gardens. He is a director of Raymond Corporation, a manufacturer
of automated material handling equipment, and Rochester Gas & Electric
Corporation, an electric and gas utility.
CLASS III (Term will expire at the 1996 Annual Meeting)
Judith G. Hyers, age 50, has served as a Director of the Company since 1979
and as Secretary of the Company from 1984 through November, 1993. She was a
principal of Hyers/Smith, Inc., an advertising
6
<PAGE> 9
agency, from 1975 to 1990. In 1989, Ms. Hyers formed The Gegenheimer Group Ltd.
to acquire two advertising agencies which were sold in 1991. She is a
marketing/communications consultant and a licensed REALTOR. Ms. Hyers is the
daughter of Harold W. Gegenheimer, Chairman Emeritus of the Company.
OTHER DIRECTORS:
CLASS III (Term expires at the 1996 Annual Meeting)
Akira Hara, age 60, has served as a Vice President and Director of the
Company and as President of Baldwin Asia Pacific Corporation since 1989. He has
been President of Baldwin Japan Limited since 1980.
Ralph R. Whitney, Jr., age 60, has served as a Director of the Company
since 1988. Mr. Whitney has been a principal of Hammond, Kennedy, Whitney &
Company, Inc., a private capital firm, since 1971 and currently serves as its
President and Chief Executive Officer. He also serves as a director and Chairman
of IFR Systems, Inc., a communications test equipment company, and Excel
Industries, Inc., an automobile parts manufacturer. He is a director of Selas
Corporation of America, an industrial furnace company, Keene Corp., a composite
material company, and Adage Inc., a diversified manufacturing company.
CLASS I (Term expires at the 1997 Annual Meeting)
Wendell M. Smith, age 60, has served as Chairman of the Board of the
Company since November, 1988, and as a Director of the Company since 1984. He
was the Chief Executive Officer of the Company from 1984 through October, 1995
and was President from 1984 through August, 1993. He is a director of Bowne &
Co., Inc., a provider of financial and commercial printing services.
Samuel B. Fortenbaugh III, age 61, is the Managing Partner of the New York
office of the law firm of Morgan, Lewis & Bockius LLP, counsel to the Company.
He has been a partner of that firm since 1980 and a Director of the Company
since 1987. He also serves as a director of Western Publishing Group, Inc., a
publisher of children's books and a printer for industry and government.
Judith A. Booth, age 53, is Vice President of Courier Corporation, one of
the largest book printers in the U.S. as well as a consultant to AT&T's Imaging
Network Services Group. Ms. Booth joined Courier in 1990 as founder and
President of The Courier Connection, an electronic integrated publishing service
bureau, which is a division of Courier Corporation.
7
<PAGE> 10
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME POSITION
- ------------------------------ --------------------------------------------------------------
<S> <C>
Wendell M. Smith.............. Chairman of the Board and Director (1)
Gerald A. Nathe............... President, Chief Executive Officer and Director(1)
Akira Hara.................... Vice President and Director
William J. Lauricella......... Treasurer and Chief Financial Officer
Judith A. Booth............... Director(3)
Samuel B. Fortenbaugh III..... Director(2)(3)
Judith G. Hyers............... Director(2)
M. Richard Rose............... Director(2)(3)
Ralph R. Whitney, Jr.......... Director(1)
</TABLE>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
William J. Lauricella, age 36, has been Chief Financial Officer of the
Company since July, 1993. He joined the Company in 1989, was appointed Assistant
Treasurer in 1990 and was named Treasurer in 1992.
All of the Company's officers are elected annually by the Board of
Directors and hold office at the pleasure of the Board of Directors and serve
until their successors are duly elected and qualified.
See "Election of Directors" for biographies relating to Directors.
BOARD OF DIRECTORS
The Board of Directors has responsibility for establishing broad corporate
policies and for overseeing the management of the Company, although it is not
involved in day-to-day operations. Members of the Board are kept informed of the
Company's business by various reports and documents sent to them as well as by
operating and financial reports presented at Board and Committee meetings.
During the fiscal year ended June 30, 1995, the Board held five regularly
scheduled meetings and one special meeting. In addition, the Board acted by
written consent in lieu of meeting once. Each of the Directors attended at least
75% of the meetings of the Board and the Committees on which they serve.
COMPENSATION OF DIRECTORS
Directors who were not employees of the Company received a $14,000 annual
retainer and a fee of $1000 for each meeting of the Board of Directors or
Committee attended during the fiscal year ended June 30, 1995. The per-meeting
fee is limited to one per day.
Non-employee Directors also receive annual awards of stock options under
the Company's 1990 Directors' Stock Option Plan (the "Directors' Plan"). Each
year, following the Company's Annual Meeting of Stockholders, every eligible
Director is automatically granted an option to purchase 1,000 shares of Common
8
<PAGE> 11
Stock, allocated between Class A Common Stock and Class B Common Stock in the
same ratio as there are shares outstanding of Class A Common Stock to Class B
Common Stock on such day. To date, options to purchase 19,498 shares of Class A
Common Stock and 2,502 shares of Class B Common Stock have been granted under
the Directors' Plan of which options to purchase 15,973 shares of Class A Common
Stock and 2,383 shares of Class B Common Stock remain outstanding, with exercise
prices ranging from $3.75 to $5.00 for the options to purchase Class A Common
Stock and between $4.688 and $6.25 for the options to purchase Class B Common
Stock. Under the Plan, four Directors have each been granted options to purchase
4,430 shares of Class A Common Stock and 570 shares of Class B Common Stock; one
Director has been granted options to purchase 897 shares of Class A Common Stock
and 103 shares of Class B Common Stock.
One non-employee Director, Judith G. Hyers, has a consulting agreement and
a non-compete agreement with the Company. Two employee Directors, Wendell M.
Smith and Akira Hara, have employment agreements and corporations they control
have consulting agreements with the Company or one or more of its subsidiaries;
another employee Director, Gerald A. Nathe, has an employment agreement with the
Company. These agreements are described in detail in the Employment and
Consulting Agreements section, below.
EXECUTIVE COMMITTEE
The Executive Committee meets on call and has authority to act on most
matters during the intervals between Board meetings. During the fiscal year
ended June 30, 1995, the Executive Committee met once and acted by Written
Consent in Lieu of Meeting once. The Executive Committee presently consists of
Wendell M. Smith, Gerald A. Nathe and Ralph R. Whitney, Jr.
AUDIT COMMITTEE
The Audit Committee reviews the internal controls of the Company and the
objectivity of its financial reporting and meets with appropriate Company
financial personnel and its independent certified public accountants in
connection with these reviews. The Audit Committee recommends to the Board the
appointment of independent certified public accountants to serve as auditors to
examine the corporate accounts of the Company. During the fiscal year ended June
30, 1995, the Audit Committee met three times. The Audit Committee presently
consists of Samuel B. Fortenbaugh III, Judith A. Booth and M. Richard Rose.
COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee advises and makes
recommendations to the Board with respect to salaries and bonuses to be paid to
officers and other employees of the Company and fees or other compensation to be
paid to Directors who are not salaried employees. The Compensation and Stock
Option Committee also administers the Amended and Restated 1986 Stock Option
Plan, in accordance with its terms. During the fiscal year ended June 30, 1995,
the Compensation and Stock Option Committee met five times. The Compensation and
Stock Option Committee presently consists of Judith G. Hyers, Samuel B.
Fortenbaugh III and M. Richard Rose.
The Board does not have a nominating committee, but acts, as a whole, in
performing the functions of such a committee.
9
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
BOARD COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") is comprised of three members, each of whom is a non-employee
director of the Company. The Committee has the responsibility to recommend to
the Board the salary, incentive compensation, non-wage benefits and perquisites
of the Chief Executive Officer and each of the other executive officers of the
Company. The Committee reviews management decisions which require Board approval
concerning salaries for all officers and key employees of the Company and its
affiliates, including all individuals whose total annual compensation is in
excess of $150,000. The Committee administers the Company's Amended and Restated
1986 Stock Option Plan in accordance with its terms. All decisions by the
Committee relating to the compensation of the Company's executive officers are
reviewed by the full Board, except for decisions concerning grants or awards
under certain of the Company's stock-based compensation plans, which must be
made solely by the Committee in order for the grants or awards under such plans
to satisfy Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended. Set forth below is a report submitted by the members of the Committee
addressing the Company's compensation policies for fiscal 1995 as they affected
the executive officers of the Company.
Philosophy
The Company is committed to employee excellence. The Board, the Committee,
and management all recognize the critical relationship between an employee's
knowledge, skill and experience and the success of the Company's business. The
Company is an entrepreneurially driven company. Its compensation philosophy
recognizes this and takes into account a decentralized structure that encourages
small business unit initiatives. The compensation philosophy is to reward
performance and to offer a compensation package that will attract and retain
motivated employees.
The basic elements of the Company's compensation philosophy are that:
- wages, salary and bonus programs should reflect the employee's
performance and value to the Company in meeting its annually budgeted
goals.
- compensation should reflect the Company's overall financial and business
performance, as well as local, economic and social conditions.
- bonus programs should directly reflect profitability of the Company's
business units as well as of the Company as a whole.
- all compensation programs must conform to applicable laws and
regulations.
- benefits should provide protection from catastrophic expenses with the
expectation that employees will share in the cost.
- all compensation programs should be cost effective and contribute to the
Company's success.
10
<PAGE> 13
Executive Officers' Disclosure
GENERAL. For each of the executive officers of the Company named in the
Summary Compensation Table below, compensation consists of base salary (which,
in the case of each of Messrs. Smith, Nathe and Hara, is set by his employment
agreement), a bonus (which is based on a formula tied to either the Company's
consolidated net income and/or the income of a division or subsidiary of the
Company), stock options (which are tied to the long term performance of the
Company, as reflected by its stock price), and other perquisites.
BASE COMPENSATION. Mr. Nathe's base salary is set by his employment
agreement with the Company at a minimum of $175,000 (see Employment and
Consulting Agreements section, below). Mr. Nathe's performance is reviewed
annually by the Chief Executive Officer who may recommend to the Committee and
the Board of Directors an increase in his base salary. Mr. Nathe is also
entitled to receive, under his employment agreement, incentive compensation
equal to one-half of one percent (0.5%) of the consolidated net after-tax
profits of the Company as well as 200,000 shares of the Company's Class A Common
Stock in five equal installments of 40,000 shares each, the first installment to
be earned when the market value of the Company's Class A Common Stock increases
to $5.875 per share and each installment thereafter to be earned when such
market value increases by $2.00 per share over the market value at which the
previous installment was earned. On October 10, 1994, the market value of the
Company's Class A Common Stock increased to $5.875 per share and Mr. Nathe
earned the first installment or 40,000 shares of Class A Common Stock of the
Company. During fiscal 1995, Mr. Nathe was granted options to purchase 25,000
shares of Class B Common Stock of the Company in recognition of his dedication
and performance in carrying out his duties and responsibilities as President of
the Company.
Mr. Hara's base salary is set by an employment agreement between Mr. Hara
and a subsidiary of the Company, Baldwin Japan Limited, signed in 1988. Mr.
Hara's performance is reviewed annually by the Chief Executive Officer who may
determine whether and to what extent an incremental increase should be added to
Mr. Hara's base salary for the ensuing year. Mr. Hara's bonus for fiscal 1995
consisted of amounts earned under the Bonus Plan described below as well as
payments made by the Company's subsidiary, Baldwin Asia Pacific Corporation
("BAP"), under a consulting agreement with A-Plus Limited, a corporation wholly-
owned by Mr. Hara, described in detail in the Employment and Consulting
Agreements section below, which payments amounted to one percent (1%) of the
after-tax profits of BAP. Also, during fiscal 1995, Mr. Hara was granted options
to purchase 20,000 shares of Class A Common Stock and 25,000 shares of Class B
Common Stock of the Company in recognition of his dedication and performance in
carrying out his duties and responsibilities as Vice President of the Company.
Mr. Lauricella's annual base salary was increased during fiscal 1995 in
accordance with general merit increases awarded to other members of management
within the Company. Mr. Lauricella and the Company agreed to apply the increase
to the purchase of a split-dollar life insurance policy on his behalf, payable
to his beneficiaries. Also during fiscal 1995, Mr. Lauricella was granted
options to purchase 10,000 shares of Class A Common Stock and 25,000 shares of
Class B Common Stock of the Company in recognition of his dedication and
performance in carrying out his duties and responsibilities as Chief Financial
Officer of the Company.
BONUS PLAN. The Company has an Executive and Key Personnel Bonus Plan (the
"Bonus Plan"), which is designed to award key personnel of the Company cash
bonuses based on the Company's profitability
11
<PAGE> 14
and on each participant's performance. The Committee has final control and
discretion over all aspects of the Bonus Plan, including eligibility of
employees. Bonuses are generally payable under the Bonus Plan after the end of
the Company's fiscal year. The primary criteria for payment of a bonus to an
employee are: (i) the operating, pre-tax or after-tax profit of the Company or
the specific division or subsidiary of the Company which employs the employee,
and (ii) the degree to which the employee meets certain performance goals
established at the beginning of each fiscal year, e.g., sales, product
development, on-time delivery, improved cash flow, inventory turnover, and/or
other personal goals and objectives.
Target bonus opportunities are established for each participant in the
Bonus Plan based on their respective positions within the Company and their
influence on the overall profitability of the Company or the specific division
or subsidiary of the Company. These target bonus opportunities represent a
percentage of the participant's base salary which he or she may earn as a cash
bonus under certain circumstances as described. The Company's profitability
influences the bonus from a floor of zero (if a certain percentage of planned
profit is not met) to a ceiling of 200 percent (which only occurs if the Company
significantly exceeds its planned profit) of the participating individual's
target bonus opportunity. Individual performance objectives are developed by
each participant and his/her supervisor for the fiscal year, and are assigned
percentages which total 100 percent. The sum of the percentages assigned to the
objectives that are ultimately attained by each participant in the Bonus Plan is
then applied to the participant's target bonus opportunity as adjusted for the
profitability of the Company (or a division or subsidiary of the Company, if the
participating employee is employed by a division or subsidiary) to establish the
participant's bonus.
During fiscal 1995, Messrs. Lauricella, Nathe and Hara participated in the
Company's Bonus Plan. Since the Company reached its minimum targeted profit goal
for fiscal 1995, Mr. Lauricella earned a cash bonus equal to a portion of his
bonus opportunity. Similarly, the achievement of the minimum targeted profit
level by Baldwin Japan Limited resulted in Mr. Hara's earning a cash bonus equal
to a portion of his bonus opportunity for fiscal 1995. Certain of the
subsidiaries of the Company headed by Mr. Nathe exceeded their targeted goals
for profits, allowing him to earn a cash bonus in excess of his bonus
opportunity.
CEO Disclosure
Mr. Smith's base salary was set by his employment agreement with the
Company at a minimum of $200,000, effective July 1, 1990 (see Employment and
Consulting Agreements section below). Based on the Committee's recommendation,
the Board of Directors approved and Mr. Smith received an increase in his base
salary for fiscal 1995. Mr. Smith is also entitled to receive a bonus of one
half of one percent (0.5%) of the consolidated net after-tax profits of the
Company, as set forth in his employment agreement. During fiscal 1995, this
amounted to $28,255 as shown in the Summary Compensation Table. Mr. Smith is
also compensated under consulting agreements between three subsidiaries of the
Company and Polestar Limited, as more fully described in the Employment and
Consulting Agreements section below, amounting to 2% of the net after-tax
profits of each of the Company's three sectors. During fiscal 1995, Polestar
Limited earned $124,664 as a result of these agreements, which amount is
included in Mr. Smith's bonus payments in the Summary Compensation Table.
During fiscal 1995, the Committee awarded Mr. Smith stock options to
purchase 20,000 shares of Class A Common Stock and 25,000 shares of Class B
Common stock as additional incentive to improve the long-
12
<PAGE> 15
term performance of the Company. The shares subject to the options granted to
Mr. Smith will only increase in value if all the outstanding shares of the
Company's stock increase in value.
Based on currently prevailing authority, including proposed Treasury
Regulations issued in December, 1993, and in consultation with outside tax and
legal experts, the Committee has determined that it is unlikely that the Company
will pay any amounts in fiscal 1996 that would result in the loss of a federal
income tax deduction under Section 162 (m) of the Internal Revenue Code of 1986,
as amended, and accordingly has not recommended that any special actions be
taken or plans or programs be revised at this time in light of such tax law
provision.
SAMUEL B. FORTENBAUGH III (Chairman)
JUDITH G. HYERS
M. RICHARD ROSE
EXECUTIVE COMPENSATION
The following table sets forth the total remuneration paid to the Company's
Chief Executive Officer and to each of the most highly compensated executive
officers of the Company other than the Chief Executive Officer for the fiscal
years ended June 30, 1995, 1994 and 1993, respectively, and includes
remuneration in respect of all elements indicated from all sources, including
affiliates of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------
ANNUAL COMPENSATION STOCK OPTIONS
---------------------------------- (NO. OF SHARES
NAME AND FISCAL OTHER ANNUAL CLASS A/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION CLASS B COMPENSATION
- ------------------------------------ ------ --------- --------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Wendell M. Smith(3)................. 1995 $ 240,464 $ 152,919 $127,457(4) 20,000/25,000 $ 2,606(2)
Chairman of the Board and 1994 $ 226,359 $ 104,824 $184,933 30,000/0 $ 1,831(2)
Chief Executive Officer 1993 $ 198,016 $ 131,201 $177,349 50,000/0 $ 1,230(2)
Gerald A. Nathe..................... 1995 $ 192,192 $ 232,292 $ 96,866(5) 0/25,000 $235,750(6)
President and Director; 1994 $ 174,229 $ 148,541 $103,500 200,000/0 $ 2,564(2)
President, Baldwin 1993 $ 150,000 $ 99,963 (7) 0/0 --
Americas Corporation
Akira Hara(8)....................... 1995 $ 327,985 $ 254,479 $151,990(9) 20,000/25,000 --
Vice President and 1994 $ 271,292 $ 171,692 $137,206 0/0 --
Director, President 1993 $ 249,570 $ 192,131 $187,423 50,000/0 --
Baldwin Japan Limited
William J. Lauricella............... 1995 $ 134,640 $ 56,624 (7) 10,000/25,000 $ 2,606(2)
Treasurer and Chief 1994 $ 134,000 $ 41,356 (7) 40,000/0 $ 1,831(2)
Financial Officer 1993 $ 91,728 $ 23,779 (7) 5,000/0 $ 1,668(2)
</TABLE>
- ---------------
(1) Amounts shown include bonuses earned (whether or not paid) for the fiscal
years indicated.
(2) Amounts represent estimated Company contributions under the Company's 401(k)
Plan.
13
<PAGE> 16
(3) Bonus for FY95 includes $28,255 paid to Mr. Smith directly under his
employment agreement, as well as $124,664 paid to Polestar Limited, a
company wholly owned by Mr. Smith.
(4) Includes for FY95 $102,689 deferred compensation, $1,275 car allowance,
$13,000 accountant/auditor services and $10,493 life insurance policy
premiums.
(5) Includes for FY95 $88,095 deferred compensation, $6,000 accountant/legal
fees, $1,051 car allowance and $1,720 life insurance policy premiums.
(6) Includes $750 of Company contribution under the 401(k) Plan of a subsidiary
of the Company; also includes the value of 40,000 shares of Class A Common
Stock of the Company, earned by Mr. Nathe during FY95 representing the first
installment of the stock award under his Employment Agreement as described
above.
(7) Excludes perquisites and other personal benefits, the aggregate annual
amount of which, for those officers, was less than the lesser of $50,000 or
10% of the total salary and bonus reported.
(8) Bonus for FY95 includes $207,918 paid to Mr. Hara directly under the
Company's Bonus Plan, as well as $46,561 paid to A-Plus Limited, a company
wholly owned by Mr. Hara.
(9) Represents compensation annuity costs under Baldwin Japan Limited's
Retirement Allowance Plan.
14
<PAGE> 17
The following table sets forth certain information relating to options
granted during fiscal 1995 to purchase shares of Class A Common Stock and Class
B Common Stock of the Company, pursuant to the Company's Amended and Restated
1986 Stock Option Plan (the "Plan"). These options become exercisable in three
equal annual installments beginning on the second anniversary of the date of
grant, subject to acceleration as set forth in the Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
% OF TOTAL POTENTIAL REALIZABLE VALUE(3) AT
OPTIONS/SARS ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS/ GRANTED TO APPRECIATION FOR OPTION TERM(4)
SARS EMPLOYEES EXERCISE ---------------------------------------
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#/SH) YEAR(1) ($/SH)(2) DATE 0%($)(5) 5%($) 10%($)
- ------------------- -------- ----------------- -------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W.M. Smith......... Class A 20,000 10.0% $ 4.875 7/26/04 -0- $61,316 $155,389
Class B 25,000 12.5% $6.0937 7/26/04 -0- $46,178 $163,769
G.A. Nathe......... Class B 25,000 12.5% $6.0937 7/26/04 -0- $46,178 $163,769
A. Hara............ Class A 20,000 10.0% $ 4.875 7/26/04 -0- $61,316 $155,389
Class B 25,000 12.5% $6.0937 7/26/04 -0- $46,178 $163,769
W.J. Lauricella.... Class A 10,000 5.0% $ 4.875 7/26/04 -0- $30,658 $ 77,694
Class B 25,000 12.5% $6.0937 7/26/04 -0- $46,178 $163,769
</TABLE>
- ---------------
(1) Options to purchase a total of 100,000 shares of Class A Common Stock and
100,000 shares of Class B Common Stock, respectively, were granted to all
employees as a group during the fiscal year ended June 30, 1995.
(2) The exercise price represents the closing price of the Company's Class A
Common Stock as traded on the American Stock Exchange on the date of grant
for options to purchase shares of Class A common stock, and 125% of such
closing price of the Company's Class A Common Stock for options to purchase
shares of Class B Common Stock.
(3) The dollar amounts under the potential realizable values columns use the 0%,
5% and 10% rates of appreciation as permitted by the Securities and Exchange
Commission, and are not intended to forecast actual future appreciation in
the Company's stock price. Actual gains, if any, on stock options are
dependent on the future performance of the Company's stock. There can be no
assurance that the amounts reflected in this table will be achieved.
(4) All stock options granted during Fiscal 1995 were for a ten (10) year term.
(5) No gain to the optionee is possible without an increase in the stock price,
which would benefit all stockholders commensurately. A zero percent gain in
stock appreciation will result in zero dollars for the optionee.
15
<PAGE> 18
The following table provides information concerning each option exercised
during the fiscal year ended June 30, 1995 by each of the executive officers
named in the Summary Compensation Table and the fiscal year-end values of
unexercised options held by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FY-END(#) AT FY-END($)
ACQUIRED VALUE ------------------------- --------------------------
NAME ON EXERCISE(#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------- -------------- -------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
W.M. Smith.......... -0- -0- 16,666/83,334 Class A $0/$37,500 Class A
26,666/28,334 Class B $6,640/$5,860 Class B
G.A. Nathe.......... -0- -0- 83,333/216,667 Class A $46,750/$237,500 Class A
81,666/58,334 Class B $6,640/$5,860 Class B
A. Hara............. -0- -0- 16,666/53,334 Class A $0/$3,750 Class A
25,000/30,000 Class B $6,640/$5,860 Class B
W.J. Lauricella..... -0- -0- 4,999/55,001 Class A $0/$46,875 Class A
0/25,000 Class B $0/$5,860 Class B
</TABLE>
- ---------------
(1) Market value of underlying securities at exercise minus the exercise price.
(2) Where no value is shown, exercise prices of all outstanding stock options at
fiscal year end were greater than the fair market value of the Company's
Class A Common Stock on the last day of fiscal 1995 ($5.0625), or in the
case of Class B stock, 125% of such value of the Company's Class A Common
Stock($6.3281).
16
<PAGE> 19
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its Class A Common Stock for the five fiscal years ended
June 30, 1995 with the cumulative total return of the American Stock Exchange
Market Value Index and a Peer Group based on selected companies from the
Standard Industrial Classification Code 3555 -- the Special Industry Machinery,
Printing Trades Machinery and Equipment. These companies are Baldwin Technology
Company, Inc., Information International, Publishers Equipment Corp., Stevens
International and Varitronic Systems, Inc. The comparison assumes $100 was
invested on June 30, 1990 in the Company's Class A Common Stock and in each of
the foregoing indices and assumes reinvestment of all dividends. Total
stockholder return is calculated using the closing price of the stock on the
last trade date of each fiscal year. The stock price performance shown is not
intended to forecast or be indicative of the possible future performance of the
Company's stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
BALDWIN TECHNOLOGY, THE AMEX MARKET VALUE INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------
6/90 6/91 6/92 6/93 6/94 6/95
<S> <C> <C> <C> <C> <C> <C> <C>
BALDWIN TECHNOLOGY INC. BLD 100 88 49 45 56 63
PEER GROUP PPEER1 100 65 43 49 53 63
AMEX MARKET VALUE IAMX 100 99 105 120 117 138
</TABLE>
17
<PAGE> 20
EMPLOYMENT AND CONSULTING AGREEMENTS
Effective July 1, 1990, the Company entered into an employment agreement
with Wendell M. Smith, its Chairman of the Board for a ten-year term. The
employment agreement provides that Mr. Smith will be paid (x) an annual salary
of no less than $200,000, (y) annual incentive compensation in amounts not less
than one-half of one percent (0.5%) of the Company's net income after taxes,
provided that such amount may not exceed twice Mr. Smith's annual salary, and
(z) certain amounts upon termination of employment, such amounts to depend upon
whether the termination was by the Company or by Mr. Smith, whether the
termination was with or without cause or with or without Company consent,
whether the termination was at the end of the stated term of the employment
agreement or thereafter, and whether the termination was due to death or
disability. For purposes of clause (z) above, in the event of (i) any merger or
consolidation, sale of substantially all of the Company's assets or a change in
control of the Company or (ii) the agreement by the Company to acquire any
business or assets constituting, prior to the acquisition, twenty percent (20%)
or more of the total assets, sales or net income before taxes of the Company, in
each case, other than with Mr. Smith's approval, Mr. Smith may, within two years
of any such event, treat such event as a termination of his employment by the
Company. The employment agreement also provides for the payment of certain
deferred compensation to Mr. Smith over a period of 180 months after the
termination of his employment with the Company. Mr. Smith has agreed that, for a
period of five years after the termination of his employment under the
employment agreement, he will not compete, directly or indirectly, with the
Company in any geographical location at which there is at the time business
conducted by the Company.
Effective July 1, 1990, three of the Company's wholly-owned subsidiaries,
Baldwin Americas Corporation ("BAM"), Baldwin Europe Consolidated Inc. ("BEC")
and Baldwin Asia Pacific Corporation ("BAP"), entered into consulting agreements
with Polestar Limited, a corporation wholly-owned by Wendell M. Smith. Under the
respective agreements, Polestar Limited is obligated to provide certain
management services outside of the United States and will receive compensation
equal to two percent (2%) of the after-tax profits of BAM, BEC and BAP,
respectively, for the twelve (12) month period ending on each June 30, up to a
maximum of $150,000 under each agreement. Each agreement has a one-year term and
is automatically extended for additional one-year terms unless either party
gives a prior timely notice of termination. As of the date of this Proxy
Statement, no such notice has been given. Polestar Limited has agreed that, for
a period of one year after the termination of any of the consulting agreements,
it will not compete and will not permit any of its employees (who presently
include Mr. Smith) to compete, directly or indirectly, with the other party to
such consulting agreement, and will not consult with any competitor of such
party. Amounts earned by Polestar Limited during the fiscal years ending June
30, 1995, 1994 and 1993 under the agreements were $124,664, $84,164, and
$112,251, respectively; said amounts are included for Mr. Smith in the Summary
Compensation Table above.
Effective August 5, 1993, the Company entered into an employment agreement
with Gerald A. Nathe, its President and Chief Executive Officer and President of
Baldwin Americas Corporation, a subsidiary of the Company. The employment
agreement provides that Mr. Nathe will be paid (x) an annual salary of no less
than $175,000, (y) annual incentive compensation equal to one-half of one
percent (0.5%) of the Company's net income after taxes, plus an amount
determined under the Company's Executive and Key Personnel Bonus Plan, provided
the aggregate amount of incentive compensation payable under the agreement shall
not exceed two-times Mr. Nathe's annual salary, and (z) certain amounts upon
termination of employment, such
18
<PAGE> 21
amounts to depend upon whether the termination was by the Company or by Mr.
Nathe, whether the termination was with or without cause or with or without
Company consent, and whether the termination was due to death or disability. For
purposes of clause (z) above, in the event of (i) the failure of the Company to
appoint Mr. Nathe as Chief Executive Officer of the Company within seven days of
any termination of employment of Wendell M. Smith as the Chief Executive
Officer, (ii) the removal of Mr. Nathe or the election of any other person as
President of the Company, (iii) any merger or consolidation or sale of
substantially all of the assets of the Company or BAM or change in control or
liquidation of the Company or, (iv) the failure by the Company to observe or
comply in any material respect with any of the provisions of the employment
agreement, in each case, other than with Mr. Nathe's approval, Mr. Nathe may,
within six months of any such event, treat such event as a termination, without
cause, of his employment by the Company. The employment agreement also provides
for (a) the payment of certain deferred compensation to Mr. Nathe following the
termination of his employment with the Company, provided he has provided
services under the employment agreement for a period of no less than five years,
(b) the Company making an interest bearing loan to Mr. Nathe, in the amount of
approximately $1.8 million to facilitate the purchase by Mr. Nathe of Class B
Common Stock of the Company from an unrelated party with the loan secured by a
pledge of the purchased shares of the Company's Class B Common Stock and, (c)
the transfer by the Company to Mr. Nathe, at no cost to Mr. Nathe, of up to two
hundred thousand shares of the Company's Class A Common Stock, in five equal
installments of 40,000 shares each, when, in the case of the first such
installment, the market value of the Company's Class A Common Stock has attained
$5.875 per share and, in the case of each subsequent installment, such market
value increases by $2.00 per share over the market value at which the previous
installment was earned. The market value of the Company's Class A Common Stock
reached $5.875 per share on October 10, 1994 and 40,000 shares were transferred
to Mr. Nathe at no cost to him. Mr. Nathe has agreed that, for a period of three
years after the termination of his employment under the employment agreement, he
will not compete, directly or indirectly, with the Company in any geographical
location at which there is at the time business conducted by the Company which
was conducted by the Company at the date of such termination.
In November, 1988, Baldwin Japan Limited entered into an employment
agreement with Akira Hara, its President. The employment agreement provides for
Mr. Hara's continued employment by Baldwin Japan Limited until the earlier of
Mr. Hara's retirement (not to take place prior to Mr. Hara's attaining the age
of 61 or subsequent to his attaining the age of 68) or his death or disability.
Further, Mr. Hara has agreed not to compete with Baldwin Japan Limited for a
period of three years after the termination of the employment agreement.
Finally, in the event that prior to September 1, 1996, (i) the Company shall
transfer any shares of Baldwin Japan Limited to any person or entity other than
a subsidiary of the Company, (ii) shares representing 33.3% or more of the
Company's voting power shall be owned by any person or entity other than the
Company or its present management, or (iii) Mr. Hara shall cease to hold his
position with Baldwin Japan Limited for any reason other than his voluntary
retirement, death or permanent disability, Mr. Hara will have the right to
terminate the employment agreement and will thereupon be entitled to receive a
retirement allowance. In addition, under such circumstances, Mr. Hara would be
entitled to receive an amount equal to his then present monthly salary, for each
of the first 24 months after the occurrence of such an event.
Effective July 1, 1991, one of the Company's wholly-owned subsidiaries,
Baldwin Asia Pacific Corporation, entered into a consulting agreement with
A-Plus Ltd., a company owned by Mr. Akira Hara, a Director and Vice President of
the Company. Under the consulting agreement, A-Plus Ltd. is obligated to provide
19
<PAGE> 22
certain management services within the Asia Pacific Region, outside of Japan and
Hong Kong, and will receive compensation equal to one percent (1%) of the
after-tax profits for the twelve (12) month period ending on each June 30, that
are earned by BAP up to a maximum of $75,000. The consulting agreement has a
one-year term and is automatically extended for additional one-year terms unless
either party gives a prior timely notice of termination. As of the date of this
Proxy Statement, no such notice has been given. A-Plus Ltd. has agreed that for
a period of one year after the termination of the consulting agreement, it will
not compete and will not permit any of its employees (who presently include Mr.
Hara) to compete, directly or indirectly, with the other party to the consulting
agreement, and will not consult with any competitor of such party. Amounts
earned by A-Plus Ltd. during the fiscal years ending June 30, 1995, 1994 and
1993 under the agreement were $46,561, $32,892 and $56,126, respectively; said
amounts are included for Mr. Hara in the Summary Compensation Table above.
Effective July 1, 1990, Baldwin Technology Corporation and Baldwin Graphic
Systems, Inc., two wholly-owned subsidiaries of BAM, entered into an agreement
with Harold W. Gegenheimer, Chairman Emeritus of the Company. The agreement was
guaranteed by the Company and replaces various prior agreements, including
royalty and employment agreements, retirement plans and bonus arrangements. The
agreement guarantees a compensation amount of $200,000 per year. Simultaneously,
an agreement was entered into between Mr. Gegenheimer and the Company, whereby
the Company was released from certain prior agreements, as noted above, and
agreed to pay a minimum guaranteed amount of compensation of $200,000 per year,
not to exceed $350,000 per year, based on one and one-half percent (1.5%) of the
Company's annual net after-tax profits. The amount expensed under these two
agreements was $400,000 for each of the fiscal years ended June 30, 1995, 1994
and 1993.
Effective July 1, 1991, the Company entered into a consulting agreement
with Judith G. Hyers, a Director of the Company, replacing a prior agreement
dated May 15, 1985 between Ms. Hyers and an affiliate of the Company, under
which Ms. Hyers agreed to continue to provide certain consulting services,
including marketing and advertising/public relations planning, and such other
related advice and services as the Company or any of its subsidiaries may from
time to time require. The term of the agreement was for one year, automatically
renewable for subsequent one-year terms, unless canceled by either party. The
annual compensation paid to Ms. Hyers under the agreement was $42,000. Effective
July 1, 1993, the agreement was amended to provide for annual compensation to be
paid to Ms. Hyers in the amount of $37,800. Effective July 1, 1994, the
agreement was further amended to provide for annual compensation to be paid to
Ms. Hyers in the amount of $25,000. Effective July 1, 1994, the Company entered
into an agreement with Judith G. Hyers for a term of five years for an annual
payment of $30,000 under which Ms. Hyers agreed not to consult with or give
advice to any company which competes with the business of the Company or any of
its subsidiaries.
CERTAIN TRANSACTIONS
The Company retains the law firm of Morgan, Lewis & Bockius LLP as its
legal counsel. Samuel B. Fortenbaugh III, a Director of the Company, is a
partner of Morgan, Lewis & Bockius LLP.
On November 30, 1993, the Company entered into a loan and pledge agreement
with Gerald A. Nathe, President and a Director of the Company, pursuant to which
the Company loaned Mr. Nathe $1,817,321 to enable him to purchase 315,144 shares
of the Company's Class B Common Stock from a non-employee stockholder. On March
11, 1994, the Company entered into a loan and pledge agreement with William J.
20
<PAGE> 23
Lauricella, Chief Financial Officer and Treasurer of the Company, pursuant to
which the Company loaned Mr. Lauricella $164,063 to enable him to purchase
25,000 shares of the Company's Class B Common Stock from a non-employee
stockholder. Each of such loans is evidenced by a demand promissory note bearing
interest equal to the U.S. Dollar 3-Month LIBOR rate plus 1.25%, such rate to be
reset on the first day of each succeeding January, April, July and October, and
secured by such purchased shares. The maximum amount of the loans outstanding,
including accrued but unpaid interest, during the fiscal year ended June 30,
1995 was $1,918,662 and $174,212 for Messrs. Nathe and Lauricella, respectively.
On May 18, 1995, Mr. Nathe repaid $317,321 of his outstanding note.
INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse LLP audited the accounts of the Company for the fiscal
year ending June 30, 1995. Price Waterhouse LLP has also audited the accounts of
the Company since 1968.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting, with the opportunity to make a statement if the representative
desires to do so, and is expected to be available to respond to appropriate
questions.
STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the Company's 1996
proxy statement provided they are received by the Company no later than June 22,
1996 and are otherwise in compliance with applicable Securities and Exchange
Commission regulations.
GENERAL
So far as is now known, there is no business other than that described
above to be presented for action by the stockholders at the meeting, but it is
intended that the Proxies will be voted upon any other matters and proposals
that may legally come before the meeting and any adjournments thereof in
accordance with the discretion of the persons named therein.
CERTAIN REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more that ten percent of a
registered class of the Company's equity securities to file with the Company,
the Securities and Exchange Commission, and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of any equity
securities of the Company. During fiscal 1995, to the best of the Company's
knowledge, all required reports were filed on a timely basis. In making this
statement, the Company has relied on the written representations of its
directors and executive officers and copies of the reports provided to the
Company.
OTHER INFORMATION
The cost of solicitation of Proxies will be borne by the Company.
Solicitation of Proxies may be made by mail, personal interview, telephone and
facsimile by officers, directors and regular employees of the Company.
Helen P. Oster
Secretary
21
<PAGE> 24
PROXY
CLASS A COMMON STOCK
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, HELEN P.
OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys and agents of the
undersigned, with full power of substitution, to vote all shares of the Class A
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at The Ramada Plaza Hotel, 700 Main
Street, Stamford, Connecticut on November 16, 1995 at 10:00 a.m., Eastern
Standard Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their
substitutes may lawfully do in place of the undersigned as indicated on the
reverse side.
SEE REVERSE
SIDE
(continued and to be signed on reverse side)
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED THIS PROXY WILL BE VOTED FOR PROPOSAL (1).
1. ELECTION OF DIRECTORS.
NOMINEES FOR CLASS II: Gerald A. Nathe and M. Richard Rose
NOMINEE FOR CLASS III: Judith G. Hyers
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
/ / --------------------------------------------------------------------------
2. Upon any other matter which may properly come before the meeting or any
adjournments thereof.
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND / / TO ATTEND / /
NOTE AT LEFT THE MEETING
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
When shares are held by joint tenants both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please sign exactly as name appears hereon.
Signature: Date:
----------------------------------------- --------------------
Signature: Date:
----------------------------------------- --------------------
<PAGE> 25
PROXY
CLASS B COMMON STOCK
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, HELEN P.
OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys and agents of the
undersigned, with full power of substitution, to vote all shares of the Class B
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at The Ramada Plaza Hotel, 700 Main
Street, Stamford, Connecticut on November 16, 1995 at 10:00 a.m., Eastern
Standard Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their
substitutes may lawfully do in place of the undersigned as indicated on the
reverse side.
SEE REVERSE
SIDE
(continued and to be signed on reverse side)
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED THIS PROXY WILL BE VOTED FOR PROPOSAL (1).
1. ELECTION OF DIRECTORS.
NOMINEE FOR CLASS II: Gerald A. Nathe
NOMINEE FOR CLASS III: Judith G. Hyers
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
/ / --------------------------------------------------------------------------
2. Upon any other matter which may properly come before the meeting or any
adjournments thereof.
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND / / TO ATTEND / /
NOTE AT LEFT THE MEETING
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
When shares are held by joint tenants both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please sign exactly as name appears hereon.
Signature: Date:
----------------------------------------- --------------------
Signature: Date:
----------------------------------------- --------------------
