As filed with the Securities and Exchange Commission on January 21, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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Gerald A. Nathe
Chairman of the Board, President and Chief Executive Officer
Baldwin Technology Company, Inc.
One Norwalk West
40 Richards Avenue
Norwalk, CT 06854
(203) 838-7470
(Address, including zip code, of Principal Executive Officer)
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1996 Stock Option Plan
(Full title of the Plan)
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c/o Helen P. Oster, Esq.
Corporate Secretary
Baldwin Technology Company, Inc.
One Norwalk West
40 Richards Avenue
Norwalk, CT 06854
(203) 838-7470
(Name, address, and telephone number,
including area code, of agent for service)
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Copy to:
David W. Pollak, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered price per offering registration
(1) (1)(3) share (2) price (2) fee (2)
Class A Common Stock, 1,000,000 $5.00 $5,000,000 $1,475.00
$.01 par value shares
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, 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 the provisions of the 1996 Stock
Option Plan.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for Class A Common Stock of Baldwin
Technology Company, Inc. as reported in the consolidated reporting system on
January 15, 1998.
(3) Includes 125,000 shares of Class A Common Stock issuable upon conversion
of shares of Class B Common Stock.
<PAGE>
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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Baldwin Technology Company, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's latest Annual Report on Form 10-K for the fiscal
year ended June 30, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Current Report on Form 8-K dated June 9, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997.
(d) The Company's Proxy Statement as filed with the Commission on
October 14, 1997.
(e) The description of the Company's Class A Common Stock, par value
$.01 per share (the "Common Stock"), contained in its Registration Statement
on Form 8-A (Reg. No. 0-20382) filed with the Commission on November 20, 1986
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually
and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or
are directors, officers, employees or agents of the Company, if such
directors, officers, employees or agents acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e.,
one by or in the right of the corporation, indemnification may be made only
for expenses actually and reasonably incurred by directors, officers,
employees or agents in connection with the defense or settlement of an action
or suit, and only with respect to a matter as to which they shall have acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought shall determine upon application that the defendant directors,
officers, employees or agents are fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that no director of the Company will be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except (a) for any breach of the director's duty
of loyalty to the Company or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of the State of
Delaware or (d) for any transaction from which the director derived an
improper personal benefit.
The Registrant has procured Directors and Officers liability insurance
for wrongful acts. This is an indemnity policy for the Registrant to protect
it against liability assumed or incurred under the above indemnification
provisions, including defense provisions, on behalf of the directors and
officers. The directors and officers are thus indemnified against loss
arising from any civil claims or claims by reason of any wrongful act done or
alleged to have been done while acting in their respective capacities as
directors or officers. The policy excludes claims brought about or
contributed to by dishonest, fraudulent, criminal or malicious acts or
omissions by directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to the registrant's Registration Statement on Form
S-1 (Registration No. 33- 10028).
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Company, incorporated by reference to the registrant's Registration
Statement on Form S-1 (Registration No. 33-26121).
4.3 Certificate of Amendment of the Certificate of Incorporation
of the Company, incorporated by reference to the registrant's Report on Form
10-K for the fiscal year ended June 30, 1991.
4.4 By-Laws of the Company, incorporated by reference to the
registrant's Registration Statement on Form S-1 (Registration No. 33-10028).
4.5 Specimen Class A Common Stock Certificate, incorporated by
reference to the registrant's Registration Statement on Form S-1 (Registration
No. 33-10028).
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
the shares of Class A Common Stock.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
24 Power of Attorney (included on page II-5 of this
Registration Statement).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of Prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum
<PAGE>
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 11, 1997
BALDWIN TECHNOLOGY COMPANY, INC.
By /s/Gerald A. Nathe
Gerald A. Nathe
Chairman of the Board,
President and
Chief Executive Officer
Each person whose signature to this Registration Statement appears below
hereby appoints each of Gerald A. Nathe and Helen P. Oster as his or her
attorney-in-fact to sign on his or her behalf individually and in the capacity
stated below and to file all supplements, amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as a part of or in connection with this Registration Statement
or any amendment or supplement thereto, and any such attorney-in-fact may make
such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/Gerald A. Nathe Chairman of the Board, December 11, 1997
Gerald A. Nathe President and Chief
Executive Officer
(Principal Executive Officer)
/s/William J. Lauricella Chief Financial Officer, December 11, 1997
William J. Lauricella Vice President and Treasurer
(Principal Financial Officer)
/s/Warren W. Smith Chief Accounting Officer December 15, 1997
Warren W. Smith (Principal Accounting Officer)
<PAGE>
Signature Title Date
/s/Akira Hara Vice President and Director December 15, 1997
Akira Hara
/s/Judith A. Booth Director December 15, 1997
Judith A. Booth
/s/Samuel B. Fortenbaugh Director December 15, 1997
Samuel B. Fortenbaugh, III
/s/John T. Heald Director December 17, 1997
John T. Heald, Jr.
/s/M. Richard Rose Director December 15, 1997
M. Richard Rose
/s/Wendell M. Smith Director December 21, 1997
Wendell M. Smith
/s/Ralph R. Whitney, Jr. Director December 15, 1997
Ralph R. Whitney, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to the registrant's Registration Statement on Form
S-1 (Registration No. 33- 10028)
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Company, incorporated by reference to the registrant's Registration
Statement on Form S-1 (Registration No. 33-26121)
4.3 Certificate of Amendment of the Certificate of Incorporation
of the Company, incorporated by reference to the registrant's Report on Form
10-K for the fiscal year ended June 30, 1991
4.4 By-Laws of the Company, incorporated by reference to the
registrant's Registration Statement on Form S-1 (Registration No. 33-10028)
4.5 Specimen Class A Common Stock Certificate, incorporated by
reference to the registrant's Registration Statement on Form S-1 (Registration
No. 33-10028).
5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
the shares of Class A Common Stock
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5)
24 Power of Attorney (included on page II-5 of this
Registration Statement).
<PAGE>
EXHIBIT 5
January 7, 1998
Baldwin Technology Company, Inc.
One Norwalk West
40 Richards Avenue
Norwalk, CT 06854
Re: Issuance of Shares Pursuant to 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 preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-8 (the "Registration Statement") relating to the registration by
the Company of an aggregate of 1,000,000 shares (the "Shares") of the
Company's Class A Common Stock, $.01 par value per share, to be issued
pursuant to the Company's 1996 Stock Option Plan.
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statement, the 1996
Stock Option Plan and such other documents, records, certificates and other
instruments of the Company as in our judgment are necessary or appropriate
for purposes of this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
<PAGE>
Baldwin Technology Company, Inc.
January 7, 1998
Page 2
2. The Shares have been duly authorized and, when issued and paid for in
accordance with the 1996 Stock Option Plan, will be validly issued, fully paid
and non-assessable.
We are expressing the opinions above as members of the Bar of the State of
New York and express no opinion as to any law other than the General Cor-
poration Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such opinion, we do not thereby admit that we are
acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
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 8, 1997, which appears
on page 17 of the 1997 Annual Report to Shareholders of Baldwin Technology
Company, Inc. on Form 10-K for the year ended June 30, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 46 of such Annual Report on Form
10-K.
/s/
Price Waterhouse LLP
Stamford, CT
January 13, 1998
