<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BALDWIN TECHNOLOGY COMPANY, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(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>
BALDWIN TECHNOLOGY COMPANY, INC.
One Norwalk West
40 Richards Avenue
Norwalk, Connecticut 06854
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 12, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology Company, Inc. (the
"Company") will be held at the Sheraton Stamford Hotel (formerly the Tara
Stamford Hotel), 2701 Summer Street, Stamford, Connecticut on the 12th day of
November, 1998 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 or until
their respective successors are elected and qualify.
2. To approve the Company's 1998 Non-Employee Directors' Stock Option Plan.
3. 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 30,
1998, 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, for any
purpose germane to the meeting, during ordinary business hours, for a period of
ten days prior to the meeting, at the Sheraton Stamford Hotel, 2701 Summer
Street, Stamford, Connecticut.
By Order of the Board of Directors.
Helen P. Oster
SECRETARY
Norwalk, Connecticut
October 15, 1998
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>
BALDWIN TECHNOLOGY COMPANY, INC.
PROXY STATEMENT
Norwalk, Connecticut
October 15, 1998
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 Sheraton Stamford Hotel, 2701 Summer Street,
Stamford, Connecticut on the 12th day of November, 1998 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 15, 1998.
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 and FOR the adoption of the Company's 1998 Non-Employee Directors'
Stock Option Plan. 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
holders of 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 the adoption of the
Company's 1998 Non-Employee Directors' Stock Option Plan and any other matters
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."
1
<PAGE>
VOTING SECURITIES
The Board of Directors has fixed the close of business on September 30, 1998
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 30, 1998 consisted of 15,165,181 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, but only 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 30, 1998 the number of outstanding shares of Class B Common Stock
constituted approximately 11% 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>
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, 1998 (except
where otherwise noted) based on a review of information filed with the United
States Securities and Exchange Commission ("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 of the Company 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 OWNERSHIP
PERCENT OF
NAME AND ADDRESS -------------------------------- --------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B CLASS A(1) CLASS B
- - ---------------------------------------- ---------------- ------------- ---------- -------
<S> <C> <C> <C> <C>
Oppenheimer Capital(2).................. 1,485,700 0 9.7% --
Oppenheimer Tower
World Financial Center
New York, New York 10281
The TCW Group, Inc.(3).................. 1,132,000 0 7.4% --
865 South Figueroa Street
Los Angeles, California 90017
Gabelli Funds, Inc.(4).................. 1,114,500 0 7.28% --
One Corporate Center
Rye, New York 10580
Shufro Rose & Ehrman(5)................. 1,054,690 0 6.08% --
745 Fifth Avenue
New York, New York 10151
Paradigm Capital Management(6).......... 972,000 0 6.34% --
9 Elk Street
Albany, New York 12207
Dimensional Fund Advisors Inc.(7)....... 906,900 0 5.93% --
1299 Ocean Ave., 11th floor
Santa Monica, California 90401
Akira Hara(8)........................... 860,085(9) 345,600(10) 5.4% 18.0%
Baldwin Japan Limited
2-4-34 Toyo 2-chome, Kotoh-ku
Tokyo 135, Japan
Gerald A. Nathe(8)...................... 482,666(9)(11) 500,144(10) 3.1% 24.8%
Baldwin Technology Company, Inc.
40 Richards Avenue
Norwalk, Connecticut 06854
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
------------------------------------------------------------
AMOUNT AND NATURE OF OWNERSHIP
PERCENT OF
NAME AND ADDRESS -------------------------------- --------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B CLASS A(1) CLASS B
- - ---------------------------------------- ---------------- ------------- ---------- -------
<S> <C> <C> <C> <C>
Jane G. St. John(12).................... 384,931 404,864 2.5% 22.1%
P.O. Box 3236
Blue Jay, California 92317
Wendell M. Smith(8)(13)................. 270,634(14) 548,683 1.8% 29.9%
10 Manor House
Smith's FL07, Bermuda
William J. Lauricella................... 104,344(9)(15) 87,666(10) * 4.6%
Baldwin Technology Company, Inc.
40 Richards Avenue
Norwalk, Connecticut 06854
S. Roger Johansson...................... 46,667(9) 33,333(10) * 1.8%
Baldwin Amal AB
V:a Bangatan 8, Box 9
S662 21 Amal, Sweden
M. Richard Rose(8)...................... 11,222(9) 20,778(10) * 1.1%
4606 Willow Cove
Geneva, New York 14456
Judith A. Booth(8)...................... 10,689(9)(16) 311(10) * *
4301 Silver Fox Drive
Naples, Florida 34119
Samuel B. Fortenbaugh III(8)............ 8,222(9) 778(10) * *
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Ralph R. Whitney, Jr.(8)................ 6,222(9) 100,778(10) * 5.5%
Hammond, Kennedy, Whitney & Company,
Inc.
230 Park Avenue
New York, New York 10169
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
------------------------------------------------------------
AMOUNT AND NATURE OF OWNERSHIP
PERCENT OF
NAME AND ADDRESS -------------------------------- --------------------
OF BENEFICIAL OWNER CLASS A(1) CLASS B CLASS A(1) CLASS B
- - ---------------------------------------- ---------------- ------------- ---------- -------
<S> <C> <C> <C> <C>
John T. Heald, Jr.(8)................... 1,394(9) 106(10) * *
Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470
All executive officers and directors of
the Company as a group (including 10
individuals, named above)(17)......... 1,802,145(9) 1,638,177(10) 11.4% 74.5%
(11)(13)
(14)(15)(16)
</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 shares of Class B Common Stock
owned by the individuals named above were converted, their respective
Amount of Ownership of Class A Common Stock and their Percent of Class A
Common Stock owned would be as follows: Mr. Hara, 1,205,685-- 7.7%; Mr.
Smith, 819,317--5.2%; Mr. Nathe, 982,810--6.2%; Mrs. St. John,
789,795--5.1%; Mr. Lauricella, 192,010--1.3%; with less than 1%, Dr. Rose,
32,000; Mr. Fortenbaugh, 9,000; Ms. Booth, 11,000; Mr. Whitney, 107,000;
Mr. Heald, 1,500; Mr. Johansson, 80,000 and as to all executive officers
and directors of the Company as a group, 3,440,322 or 19.8%.
(2) Amount and Nature of Ownership and Percent of Class is based on Schedule
13G dated February 27, 1998 filed with the SEC reporting beneficial
ownership of securities of the Company held by the beneficial owner as of
December 31, 1997.
(3) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 2 to Schedule 13G dated February 12, 1998, filed with the SEC reporting
beneficial ownership of securities of the Company held by affiliates of the
beneficial owner as of December 31, 1997.
(4) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 7 to Schedule 13D dated February 19, 1998 filed with the SEC reporting
beneficial ownership of securities of the Company held by affiliates of the
beneficial owner.
(5) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 1 to Schedule 13G dated February 13, 1998 filed with the SEC reporting
beneficial ownership of securities of the Company held by the beneficial
owner as of December 31, 1997.
(6) Amount and Nature of Ownership and Percent of Class is based on Schedule
13F filed with the SEC reporting ownership of securities of the Company
held by the beneficial owner, a registered investment advisor, as of June
30, 1998.
(7) Amount and Nature of Ownership and Percent of Class is based on Schedule
13G dated February 9, 1998 filed with the SEC. Dimensional Fund Advisors
Inc. ("Dimensional"), a registered investment advisor, was deemed to have
had beneficial ownership of 906,900 shares of the Company's Class A
5
<PAGE>
Common Stock as of December 31, 1997, all of which shares were held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in a series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(8) Member of the Board of Directors of the Company.
(9) Includes shares of Class A Common Stock subject to options which are
exercisable within 60 days as follows--Mr. Hara, 111,667 shares; Mr. Nathe,
311,666 shares; Mr. Lauricella, 98,333 shares; Dr. Rose, 3,578 shares; Mr.
Fortenbaugh, 6,222 shares; Ms. Booth, 2,689 shares; Mr. Whitney, 6,222
shares; Mr. Johansson, 46,667 shares; and Mr. Heald, 894 shares.
(10) Includes shares of Class B Common Stock subject to options which are
exercisable within 60 days as follows--Mr. Hara, 85,000 shares; Mr. Nathe,
180,000 shares; Mr. Lauricella, 61,666 shares; Dr. Rose, 778 shares; Mr.
Fortenbaugh, 778 shares; Ms. Booth, 311 shares; Mr. Whitney, 778 shares;
Mr. Johansson, 33,333 shares; and Mr. Heald, 106 shares.
(11) Includes 11,000 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.
(12) Includes 24,000 shares of Class B Common Stock owned by Mrs. St. John's
husband, John G. St. John, President of a subsidiary of the Company, 8,897
shares of Class A Common Stock held in Mr. St. John's account under the
Company's Profit Sharing and Savings Plan, 4 shares of Class A Common Stock
held for Mr. St. John in the Stock Bonus Fund of said Plan and 35,833
shares of Class A Common Stock subject to options which are exercisable
within 60 days. Also includes an aggregate of 4,800 shares of Class A
Common Stock held by the St. Johns as custodians for their children.
(13) The record owner of 259,500 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.
(14) 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.
(15) Includes 6,010 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.
(16) Includes 6,000 shares held in trust, 2,000 shares held in an Individual
Retirement Account, and 1,000 shares owned jointly with Ms. Booth's
husband.
(17) Does not include 42,546 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.
6
<PAGE>
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. If
elected, their new terms will expire at the Annual Meeting in 2001. Gerald A.
Nathe, nominated to serve as a Class II Director, 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. M. Richard Rose, also nominated to serve as a Class
II Director, 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.
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 1998 ANNUAL MEETING:
CLASS II
Gerald A. Nathe, age 57, has served as Chairman of the Board of the Company
since February, 1997, as Chief Executive Officer since October 1995, as
President since August, 1993 and as a Director since 1987. He was a Vice
President of the Company from July, 1990 through August, 1993.
M. Richard Rose, age 65, has served as a Director of the Company since 1989.
He is President Emeritus of the Rochester Institute of Technology, where he
served as President and Chief Executive Officer from 1979 through June, 1992,
when he retired. He is currently Chairman of the Board of Trustees of Roberts
Wesleyan College and serves as a director of Unimail Corporation, a mail service
company located in Rochester, New York.
OTHER DIRECTORS:
CLASS III (TERM WILL EXPIRE AT THE 1999 ANNUAL MEETING)
Akira Hara, age 63, 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 1979 and President of the
Company's Graphic Products and Controls Group since April 1997.
Ralph R. Whitney, Jr., age 63, 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
7
<PAGE>
currently serves as its Chairman and Chief Executive Officer. He also serves as
a director and Chairman of IFR Systems, Inc., a communications test equipment
company, and Control Devices, Inc., a manufacturer of bimetal fuses and sensing
devices for the automobile industry. He is a director of Excel Industries, Inc.,
an automobile parts manufacturer, Selas Corporation of America, an industrial
furnace company, and Relm Communications, a wireless communications company.
John T. Heald, Jr., age 53, has served as a Director of the Company since
1996. He is Executive Vice President of the Packaging Group of Union Camp
Corporation, a manufacturer of paper, packaging and wood products and a producer
of chemicals used in flavors and fragrances. From 1993 to 1997 he was Senior
Vice President of the Converting Group of Union Camp Corporation. He also serves
as a director of American Nutrition, Inc., a pet food manufacturing company.
CLASS I (TERM WILL EXPIRE AT THE 2000 ANNUAL MEETING)
Wendell M. Smith, age 63, has been a Director of the Company since 1984. He
served as Chairman of the Board from November, 1988, through February, 1997; was
Chief Executive Officer from 1984 through October, 1995 and was President from
1984 through August, 1993. He is the founder and President of Polestar Limited,
and currently serves as a director of Bowne & Co., Inc., a provider of financial
and commercial printing services.
Samuel B. Fortenbaugh III, age 64, is a Senior Partner and a former Chairman
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.
Judith A. Booth, age 56, has been a Director of the Company since 1994. She
is a retired graphic arts industry executive. Until December, 1996, Ms. Booth
was Vice President of Courier Corporation, a large book printer in the U.S. 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.
8
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME POSITION
- - ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Gerald A. Nathe..................... Chairman of the Board, President, Chief Executive Officer and Director (1)
Akira Hara.......................... Vice President and Director (1)
S. Roger Johansson.................. Vice President
William J. Lauricella............... Vice President, Chief Financial Officer and Treasurer
Judith A. Booth..................... Director (3)
Samuel B. Fortenbaugh III........... Director (3)
John T. Heald, Jr................... Director (2)
M. Richard Rose..................... Director (2)
Wendell M. Smith.................... Director (3)
Ralph R. Whitney, Jr................ Director (1)(2)
</TABLE>
- - ------------
(1) Member of the Executive Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
S. Roger Johansson, age 51, has been a Vice President of the Company since
November, 1996. He has been Managing Director of Amal AB, a subsidiary of the
Company, since November, 1991. In October, 1995, he was made head of the
Company's European Sector, and since April, 1997, has served as President of the
Company's Material Handling Group.
William J. Lauricella, age 39, has been a Vice President of the Company
since November, 1997. He joined the Company in 1989, was appointed Assistant
Treasurer in 1990, Treasurer in 1992, and Chief Financial Officer in 1993.
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, 1998, the Board held four regularly
scheduled meetings, no special meetings and acted by written consent in lieu of
meeting twice. Each of the Directors attended at least 75% of the meetings of
the Board and the Committees on which they serve.
9
<PAGE>
COMPENSATION OF DIRECTORS
Directors who were not employees of the Company received a $14,000 annual
retainer and a fee of $1,000 for each meeting of the Board of Directors or
Committee attended during the first half of the fiscal year ended June 30, 1998;
effective January 1, 1998, the Board of Directors voted to increase the annual
retainer to $16,000 per year. The per-meeting fee remained at $1,000 and is
limited to one meeting per day.
Non-employee Directors also receive annual awards of stock options under the
Company's 1990 Directors' Stock Option Plan (the "1990 Directors' Plan"). Each
year, on the day following the Company's Annual Meeting of Stockholders, every
eligible Director is automatically granted an option to purchase 1,000 shares of
Common 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 32,923 shares of Class
A Common Stock and 4,077 shares of Class B Common Stock have been granted under
the 1990 Directors' Plan of which options to purchase 24,070 shares of Class A
Common Stock and 3,286 shares of Class B Common Stock remain outstanding, with
exercise prices ranging from $2.56 to $5.50 for the options to purchase Class A
Common Stock and between $3.20 and $6.88 for the options to purchase Class B
Common Stock. Under the 1990 Directors' Plan, two Directors have each been
granted options to purchase 7,115 shares of Class A Common Stock and 885 shares
of Class B Common Stock, respectively; one Director has been granted options to
purchase 4,471 shares of Class A Common Stock and 885 shares of Class B Common
Stock; one Director has been granted options to purchase 3,582 shares of Class A
Common Stock and 418 shares of Class B Common Stock; and one Director has been
granted options to purchase 1,787 shares of Class A Common Stock and 213 shares
of Class B Common Stock.
During fiscal 1998, the Company commissioned a study by an outside
consultant, on Board Compensation. As a result of said study, the Chairman
recommended, and the Board voted to approve, a program for compensating
Directors, consisting of (1) an annual retainer of $16,000 per year and a $1,000
per meeting fee, (2) a requirement that every Director own stock in the Company
with a market value of three times the annual retainer within five years, and
(3) annual stock option grants to every non-employee Director of 3,000 shares of
Class A Common Stock in the Company, which shall vest at 1/3 per year over a 3
year period. As a result of this recommendation, the 1998 Non-Employee
Directors' Stock Option Plan as described below was adopted by the Board subject
to stockholder approval, and is being submitted to a vote of the stockholders at
the Annual Meeting.
A corporation controlled by one non-employee Director, Wendell M. Smith, has
a consulting agreement with the Company. One employee Director, Akira Hara, has
an employment agreement with one of the Company's subsidiaries; one 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, 1998, the Executive Committee met three times. The Executive
Committee presently consists of Gerald A. Nathe, Akira Hara and Ralph R.
Whitney, Jr.
10
<PAGE>
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, 1998, the Audit Committee met three times. The Audit Committee presently
consists of Judith A. Booth, Samuel B. Fortenbaugh III and Wendell M. Smith.
COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee has the responsibility for
establishing the compensation arrangements for the executive officers of the
Company. The Compensation and Stock Option Committee also administers the
Amended and Restated 1986 Stock Option Plan, and the 1996 Stock Option Plan.
During the fiscal year ended June 30, 1998, the Compensation and Stock Option
Committee met four times. The Compensation and Stock Option Committee presently
consists of John T. Heald, Jr., M. Richard Rose and Ralph R. Whitney, Jr.
NOMINATING COMMITTEE
The Board does not have a nominating committee, but acts, as a whole, in
performing the functions of such a committee. The Executive Committee has the
responsibility for recommending to the Board the candidates to be considered for
nomination to the Board of Directors.
11
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
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 for establishing
the salary, incentive compensation, non-wage benefits and perquisites of the
Chief Executive Officer and each of the other executive officers of the Company.
Decisions concerning grants or awards under certain of the Company's stock-based
compensation plans are also 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 1998 as they affected the executive officers of the Company.
PHILOSOPHY
The Company is committed to increasing shareholder value through employee
excellence. The Board, the Committee, and management all recognize the critical
relationship between an employee's knowledge, skill, experience and incentives,
and the success of the Company's business. The Company is, and must always be,
customer driven. Historically, the Company's compensation philosophy has
recognized entrepreneurial spirit, encouraged small business unit initiation and
rewarded individual business unit performance. Performance was most often
measured against budgeted or targeted income levels.
During Fiscal 1998, the Company implemented a new financial performance
measurement system based on Economic Profit ("EP") which focuses on return on
capital. In addition, the Company adopted a new incentive compensation system,
entitled the Baldwin Technology Company, Inc. Executive and Key Person Cash
Incentive Program (the "CIP"). Under the CIP, all executive officers and a
number of key employees of the Company have their cash incentive compensation
based on EP, either at the corporate, product group, or business unit level.
Beginning with Fiscal 1999, an overall corporate-wide EP performance hurdle has
been established to ensure that no cash incentive compensation payments will be
made unless the overall corporate hurdle is achieved.
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 is
set by the officers' respective employment agreements), a bonus (which for
fiscal 1998 was calculated in accordance with the new CIP described in the
Philosophy section above, but for prior years was based on a formula tied to
either the Company's consolidated net income and/or the income of a sector 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. Certain of these executive officers also have supplemental
retirement benefits reported under "Supplemental Retirement Benefits".
FISCAL 1998 COMPENSATION. 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 and amended in 1995 (see the Employment and Consulting
Agreements section, below). During fiscal 1998, Mr. Hara received a five (5%)
percent increase in his base salary. Mr. Hara participates in the Company's new
CIP and has a portion of his cash incentive based on the results of the Graphic
Products and Controls Group and a portion based on the Company's overall
results. Mr. Hara earned a cash bonus of $289,752 for fiscal 1998,
12
<PAGE>
which amount is included in the Bonus column of the Summary Compensation Table.
Also during fiscal 1998, Mr. Hara was granted options to purchase 25,000 shares
of Class A Common Stock of the Company in recognition of his dedication and
performance in carrying out his additional duties and responsibilities as
President of the Company's Graphic Products and Controls Group.
Mr. Johansson's base salary is set by an employment agreement with a
subsidiary of the Company, Baldwin Europe Consolidated ("BEC"), effective
October 16, 1997 (see the Employment and Consulting Agreements section, below).
During fiscal 1998, Mr. Johansson received an increase of 11.5% in his base
salary, which included a one-time adjustment based upon the results of a market
compensation study made by the Company's compensation consultants. Mr. Johansson
also participates in the Company's new CIP and has a portion of his cash
incentive based on the results of the Material Handling Group and a portion
based on the Company's overall results. Mr. Johansson earned a cash bonus of
$114,458 for fiscal 1998, which amount is included in the Bonus column of the
Summary Compensation Table. Also during fiscal 1998, Mr. Johansson was granted
options to purchase 30,000 shares of Class A Common Stock of the Company in
recognition of his additional duties and responsibilities as President of the
Company's Material Handling Group.
Mr. Lauricella's base salary is set by an employment agreement between Mr.
Lauricella and the Company, signed in fiscal 1998 (see the Employment and
Consulting Agreements section, below). During fiscal 1998, Mr. Lauricella
received an increase of 14% in his base salary, which included a one-time
adjustment based upon the results of a market compensation study made by the
Company's compensation consultants. Mr. Lauricella participates in the Company's
new CIP, under which he earned $127,804 for fiscal 1998, which amount is
included in the Bonus column of the Summary Compensation Table. In fiscal 1998,
the Committee forgave interest payments due from Mr. Lauricella in the total
amount of $35,236 on a loan from the Company which Mr. Lauricella had used to
purchase shares of Class B Common Stock of the Company, which amount is included
as "Other Compensation" in the Summary Compensation Table. Also during fiscal
1998, Mr. Lauricella was granted options to purchase 15,000 shares of Class A
Common Stock of the Company in recognition of his dedication and performance in
carrying out his additional duties and responsibilities as a Vice President of
the Company.
CEO DISCLOSURE
Mr. Nathe's base salary is set by his employment agreement with the Company
(see the Employment and Consulting Agreements section, below). During fiscal
1998, Mr. Nathe received a six (6%) percent increase in his base salary. For
fiscal 1998, Mr. Nathe earned an incentive bonus of $294,158 under the Company's
new CIP. In fiscal 1998, the Committee forgave an interest payment due from Mr.
Nathe in the amount of $106,425 on a loan from the Company which Mr. Nathe had
used to purchase shares of Class B Common Stock of the Company, which amount is
included as "Other Compensation" in the Compensation Table.
13
<PAGE>
DEDUCTIBILITY OF COMPENSATION UNDER FEDERAL INCOME TAXES
Based on currently prevailing authority, including Treasury Regulations
issued in December, 1995, 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 1999 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 (the "Code"), 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 (except that the Company intends that fair market value stock
options to be granted under the 1996 Stock Option Plan will qualify as
"performance-based compensation" under Section 162(m).
RALPH R. WHITNEY, JR. (Chairman)
JOHN T. HEALD, JR.
M. RICHARD ROSE
14
<PAGE>
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 for the fiscal years ended June 30, 1998, 1997 and 1996,
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 OTHER ANNUAL CLASS A/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) CLASS B COMPENSATION
- - --------------------------- --------- ---------- ---------- ---------------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald A. Nathe, 1998 $ 326,598 $ 294,158 (3) 0/0 $ 109,898(4)
Chairman of the Board, 1997 $265,510 -0- 35,000/0 $ 106,333
President and Chief 1996 $190,004 $90,400 0/60,000 $ 123,866
Executive Officer
Akira Hara, 1998 $ 314,764 $ 289,752 (3) 25,000/0 -0-
Vice President and 1997 $329,135 $234,642 15,000/0 -0-
Director; President-- 1996 $315,848 $270,249 55,000/45,000 -0-
Graphic Products and
Controls Group
S. Roger Johansson, 1998 $ 158,958 $ 114,458 (3) 30,000/0 -0-
Vice President; 1997 $152,897 $14,516 30,000/100,000 -0-
President--Material 1996 $162,367 $10,827 25,000/0 -0-
Handling Group
William J. Lauricella 1998 $ 174,178 $ 127,804 $ 61,356(5) 15,000/0 $ 38,709(4)
Vice President, Chief 1997 $155,608 $25,000 35,000/20,000 $ 9,500
Financial Officer and 1996 $142,900 -0- 40,000/45,000 $ 1,625
Treasurer
</TABLE>
- - -------------
(1) In accordance with the provisions of the new CIP, approximately 85% of the
incentive bonus amounts set forth above for fiscal 1998 will be paid in cash
during fiscal 1999. The remainder has been set aside in an incentive bonus
bank and may be paid out in fiscal 2000 and beyond subject to achievement of
certain performance hurdles in those later years. If such performance
hurdles are not achieved, these amounts are subject to forfeiture.
(2) Does not include retirement benefits--see Supplemental Retirement Benefits
below.
(3) Excluded where benefits less than $50,000 or 10% of the total salary and
bonus.
(4) Includes forgiveness of interest payments due to the Company on December 1,
1997 and Company contributions under the Profit Sharing and Savings Plan.
(5) Includes $45,000 deferred compensation, $1,183 long term disability
premiums, $2,450 club fees, $1,750 legal/financial services, $9,500 life
insurance policy premiums and $1,473 car allowance.
15
<PAGE>
The following table sets forth certain information relating to options
granted during fiscal 1998 to purchase shares of Class A Common Stock of the
Company, pursuant to the Company's 1996 Stock Option Plan (the "Plan"). These
options become exercisable in three equal annual installments beginning on the
second anniversary of the date of grant, subject to acceleration as set forth in
the Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS
---------------- POTENTIAL REALIZABLE VALUE(3) AT
% OF TOTAL
OPTIONS OPTIONS/SARS ASSUMED ANNUAL RATES OF STOCK PRICE
/SARS GRANTED TO EXERCISE APPRECIATION FOR OPTION TERM(4)
NAME GRANTED EMPLOYEES IN PRICE ($/ EXPIRATION ------------------------------------
----- (#/SH) FISCAL YEAR(1) SH)(2) DATE 0%(5) 5% 10%
----------- ---------------- ----------- ----------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
G.A. Nathe...................... 0
A. Hara......................... 25,000 6.7% $ 3.00 08/12/07 $ 0 $ 47,167 $ 119,531
S.R. Johansson.................. 30,000 8.0% $ 3.00 08/12/07 $ 0 $ 56,601 $ 143,437
W.J. Lauricella................. 15,000 4.0% $ 3.00 08/12/07 $ 0 $ 28,300 $ 71,718
</TABLE>
- - ------------
(1) Options to purchase a total of 375,000 shares of Class A Common Stock were
granted under the Plan to all employees as a group during the fiscal year
ended June 30, 1998.
(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.
(3) The dollar amounts under the potential realizable value 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 1998 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.
16
<PAGE>
The following table provides information concerning each option exercised
during the fiscal year ended June 30, 1998 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
AT FY-END(#) AT FY-END($)
NAME SHARES ACQUIRED VALUE --------------------------- -----------------------------
----- ON EXERCISE(#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
--------------- ----------------- --------------------------- -----------------------------
<S> <C> <C> <C> <C>
G.A. Nathe.............. -0- -0- 300,000 / 35,000 Class A $482,500 / $100,625 Class A
151,667 / 48,333 Class B $ 45,063 / $ 35,426 Class B
A. Hara................. -0- -0- 81,666 / 83,334 Class A $ 41,250 / $140,000 Class A
61,667 / 38,333 Class B $ 41,937 / $ 29,175 Class B
S.R. Johansson.......... -0- -0- 28,333 / 76,667 Class A $ 9,792 / $180,833 Class A
0 / 100,000 Class B $ 0 / $359,400 Class B
W.J. Lauricella......... -0- -0- 70,000 / 80,000 Class A $ 92,709 / $160,416 Class A
31,667 / 58,333 Class B $ 30,217 / $101,054 Class B
</TABLE>
- - -------------
(1) Market value of underlying securities at exercise minus the exercise price.
(2) Where the value shown is zero, the 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 1998 ($5.875), or
in the case of Class B stock, 125% of such value of the Company's Class A
Common Stock ($7.344).
17
<PAGE>
SUPPLEMENTAL RETIREMENT BENEFITS
Each of Messrs. Nathe, Hara and Johansson are entitled to supplemental
retirement benefits in accordance with their respective employment agreements.
Mr. Nathe's employment agreement provides for deferred compensation to be
paid to him or his estate for 15 years or life, whichever is longer, upon
termination of his employment and subject to a vesting schedule as set forth in
said employment agreement. The annual benefit is 40% of Mr. Nathe's final
average compensation for his last three (3) years under his employment
agreement. The estimated annual benefit is $206,594.
Mr. Hara is a participant in the Retirement Allowance Plan for
Representative Directors of Baldwin Japan Limited ("BJL") under his Employment
Agreement executed in connection with the Stock Purchase Agreement between Mr.
Hara and the Company made during FY 1989. Under that plan, Mr. Hara is entitled
to receive a retirement benefit equal to his then current base salary multiplied
by years of service and a multiplication factor for the position served, payable
in a single lump sum. The estimated amount of this lump sum benefit is
$1,518,766. Mr. Hara shall also be entitled, if at retirement he has served as a
Director of BJL for more than 20 years, at least 16 of which were as President
and Representative Director, to receive a supplemental retirement allowance
equal to 40% of the average of his three highest paid salary years during his
employment by BJL. The supplemental retirement allowance is payable, beginning
at age 65, for a minimum of 15 years or for life, whichever is longer. The
estimated annual benefit of this supplemental retirement allowance is $158,339.
As required by Swedish law, Mr. Johansson is a participant in the Amal AB
retirement program, as are all Amal employees. Pursuant to the terms of Mr.
Johansson's employment agreement, Amal is required to make additional
contributions to the plan to ensure that adequate amounts have been accrued to
allow Mr. Johansson to retire at age 60 and receive the same amount of pension
he would have received had he worked until the normal retirement age of 65. In
addition to contributions made to the plan by Amal, Mr. Johansson has also made
voluntary contributions to the plan. The estimated annual benefit, including
amounts arising from Mr. Johansson's voluntary contribution, is $84,857.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Samuel B. Fortenbaugh III, a Director of the Company who serves on the
Audit Committee, is a partner in the law firm of Morgan, Lewis & Bockius LLP,
who serve as the Company's counsel.
18
<PAGE>
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, 1998 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 ("SIC") Code 3555--the Special Industry
Machinery, Printing Trades Machinery and Equipment. The companies included in
the peer group are: Multigraphics, Inc., Baldwin Technology Company, Inc., Check
Technology Corp., Gunther International Ltd., Indigo, NV, Presstek Inc.,
Publishers Equipment Corp., Scitex Ltd., Stevens International Inc. and Xeikon,
NV. The comparison assumes $100 was invested on June 30, 1993 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 5 YEAR CUMULATIVE TOTAL RETURN* AMONG
BALDWIN TECHNOLOGY COMPANY, INC., THE AMEX MARKET VALUE INDEX,
AND A PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BALDWIN TECHNOLOGY AMEX
<S> <C> <C> <C>
COMPANY, INC. PEER GROUP MARKET VALUE
06/93 $100.00 $100.00 $100.00
06/94 $124.14 $56.22 $97.66
06/95 $139.66 $94.33 $115.19
06/96 $98.28 $92.03 $132.83
06/97 $79.31 $77.70 $147.06
06/98 $162.07 $64.98 $172.57
</TABLE>
* $100 invested on 6/30/93 in stock or index--including reinvestment of
dividends. Fiscal year ending June 30.
19
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
Effective July 1, 1997, the Company entered into a new employment agreement
with Gerald A. Nathe, its President and Chief Executive Officer, replacing an
earlier agreement dated January 31, 1994. The new agreement provides that Mr.
Nathe will be paid (x) an annual salary of no less than $318,000, (y) annual
incentive compensation in an amount determined under the Company's Executive and
Key Person Cash Incentive Program, and (z) certain amounts upon termination of
employment, such 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 removal of
Mr. Nathe or the election of any other person as President or Chief Executive
Officer of the Company, (ii) any merger or consolidation or sale of
substantially all of the assets of the Company or change in control or
liquidation of the Company, or (iii) 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, subject to a vesting schedule
set forth in the agreement, (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 attained $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 and a Director and Vice President of
the Company which provides for Mr. Hara's continued employment by BJL until the
earlier of Mr. Hara's retirement (before age 68) or his death or disability.
Further, Mr. Hara has agreed not to compete with BJL for a period of three years
after the termination of the employment agreement. Effective July 1, 1995, the
employment agreement between Mr. Hara and BJL was amended to include a
supplemental retirement allowance.
Effective July 1, 1991, one of the Company's wholly-owned subsidiaries,
Baldwin Asia Pacific Corporation ("BAP"), entered into a consulting agreement
with A-Plus Ltd., a company owned by Mr. Hara. Under the consulting agreement,
A-Plus Ltd. provided certain management services within the Asia Pacific Region,
outside of Japan and Hong Kong, and received compensation equal to one percent
(1%) of the after-tax profits for the twelve (12) month period ending on each
June 30, that were earned by BAP up to a maximum of $75,000. The consulting
agreement had a one-year term and was automatically extended for additional
one-year terms unless either party gave prior timely notice of termination.
During fiscal 1997, notice was given, and the consulting agreement was
terminated. Amounts
20
<PAGE>
earned by A-Plus Ltd. during the fiscal years ending June 30, 1997 and 1996
under the agreement were $33,517 and $39,131, respectively; said amounts are
included for Mr. Hara in the Summary Compensation Table above.
In October, 1995, two of the Company's subsidiaries, Amal AB and Baldwin
Europe Consolidated B.V. ("BEC") entered into employment agreements with S.
Roger Johansson, Managing Director of those entities. Those employment
agreements were terminated and a new agreement made, effective October 16, 1997
between Mr. Johansson and BEC, which provides for (a) a minimum base annual
salary of 1,243,922 SEK to be paid, in the aggregate, to Mr. Johansson, (b)
incentive compensation under the Company's Executive Key Person Cash Incentive
Plan, (c) guaranteed pension, health insurance and group insurance as customary
in Sweden, and (d) the option of early retirement at age fifty-seven (57). The
agreement is for a term of one-year, and is automatically renewed for subsequent
one (1) year periods unless canceled by either party.
On March 11, 1998, the Company entered into an employment agreement with
William J. Lauricella, Vice President, Chief Financial Officer and Treasurer.
The employment agreement provides for (a) a minimum base salary of $181,440 to
be paid to Mr. Lauricella, (b) incentive compensation under the Company's
Executive and Key Person Cash Incentive Program, (c) deferred compensation for
ten years following termination of employment, subject to vesting as set forth
in the agreement, (d) Company loans to purchase stock, and (e) certain other
benefits. The agreement terminates on June 30, 2003.
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, Chief Executive Officer 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. 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 amounts of the loans outstanding, including interest, during the year
ended June 30, 1998 were $1,606,425 and $199,298 for Messrs. Nathe and
Lauricella, respectively. During the year ended June 30, 1998, the Company
forgave Mr. Nathe's and Mr. Lauricella's interest payments in the amounts of
$106,425 and $35,236, respectively, which amounts are included for Messrs. Nathe
and Lauricella in the Summary Compensation Table above.
21
<PAGE>
APPROVAL OF 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
On September 25, 1990, the Board of Directors adopted, and the Company's
stockholders subsequently approved, the 1990 Directors Stock Option Plan (the
"1990 Plan") pursuant to which non-employee directors of the Company have
automatically been granted annual stock options to purchase 1,000 shares of the
Company's Class A Common Stock and Class B Common Stock. The 1990 Plan provides
that it shall terminate on November 20, 2000. Because the Board of Directors
views a stock option program as an integral part of the Company's compensation
package to attract and retain qualified directors to serve on its Board, on
August 11, 1998, the Board of Directors adopted, subject to stockholder
approval, the 1998 Non-Employee Directors' Stock Option Plan (the "1998 Plan")
to serve as a replacement for the 1990 Plan. The 1990 Plan will be immediately
terminated once the stockholders approve the 1998 Plan, provided that
outstanding options granted under the 1990 Plan will continue to be subject to
the terms thereof.
The stockholders are now requested to approve the adoption of the 1998 Plan.
No options have been, or will be, granted pursuant to the 1998 Plan unless such
approval is obtained.
DESCRIPTION OF THE 1998 PLAN
The 1998 Plan is set forth as Exhibit A to this Proxy Statement, and the
description of the 1998 Plan contained herein is qualified in its entirety by
reference to Exhibit A.
The 1998 Plan provides for the issuance of a maximum aggregate number of
250,000 shares of Class A Common Stock upon proper exercise of options granted
thereunder. On the day after the Annual Meeting and on the day following each
succeeding annual meeting of stockholders, each person who is then serving as a
member of the Board of Directors and is not an employee of the Company or a
subsidiary of the Company shall be automatically granted an option to purchase
3,000 shares of the Company's Class A Common Stock at a per share exercise price
equal to the fair market value of a share of Class A Common Stock on the date
the option is granted. Each option granted to a Director will vest in three
equal annual installments on each succeeding anniversary of the date of grant,
subject to acceleration (i) in the event of a "change in control" as defined in
the 1998 Plan, (ii) upon the death or disability of a Director, or (iii) upon
the resignation by the Director at the end of his or her term.
The Board may amend or terminate the 1998 Plan at any time; provided,
however, that approval by the stockholders of the Company will be obtained if
necessary or desirable to comply with applicable law, regulation or rule. The
1998 Plan has no expiration date.
On October 6, 1998, the closing price on the American Stock Exchange of the
Class A Common Stock was $5.1875 per share. The number of non-employee Directors
who currently will be eligible to participate in the 1998 Plan is six (6).
TAX CONSEQUENCES TO OPTIONEES
Under present tax law, the Federal income tax treatment of options granted
under the 1998 Plan is generally as described below. Local and state tax
authorities may also tax incentive compensation awarded under the 1998 Plan.
A Director will recognize no income upon grant of an option under the 1998
Plan. Upon exercise, an optionee, in general, will recognize ordinary income to
the extent of the difference between the amount paid by the optionee for the
shares and the fair market value of the shares on the date of option exercise.
22
<PAGE>
Upon a subsequent disposition of the shares received under the option, the
optionee generally will recognize short-term or long-term capital gain or loss,
as the case may be, to the extent of the difference between the amount realized
on the disposition and the tax basis of such shares (generally, the fair market
value of the shares on the date the optionee is first subject to tax liability
following exercise).
TAX CONSEQUENCES TO THE COMPANY
The Company will generally be entitled to a deduction for Federal income tax
purposes at the same time and in the same amount that an optionee is required to
recognize ordinary income as described above. To the extent an optionee realizes
capital gains as described above, the Company will not be entitled to any
deduction for Federal income tax purposes.
VOTE REQUIRED FOR APPROVAL
The adoption of the 1998 Plan requires the affirmative vote of a majority 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 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF THE
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
23
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP audited the accounts of the Company for the
fiscal year ending June 30, 1998. Price Waterhouse LLP has audited the accounts
of the Company since 1968.
A representative of PricewaterhouseCoopers 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 1999 proxy
statement provided they are received by the Company no later than June 17, 1999
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 1998, 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
24
<PAGE>
EXHIBIT A
BALDWIN TECHNOLOGY COMPANY, INC.
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Section 1. PURPOSE
The purpose of this Plan is to advance the interests of the Company and its
stockholders by providing a means to attract and retain highly qualified persons
to serve as non-employee directors of the Company and to enable such persons to
acquire or increase a proprietary interest in the Company, thereby promoting a
closer identity of interests between such persons and the Company's
stockholders.
Section 2. DEFINITIONS
Unless the context clearly indicates otherwise, the following terms, when
used in this Plan, shall have the meanings set forth in this Section:
(a) "Board" means the Board of Directors of the Company.
(b) A "Change in Control" shall be deemed to have occurred:
(i) if any person (as defined in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act), other than the Company or an employee benefit plan of the
Company, acquires directly or indirectly the beneficial ownership of any
voting security of the Company and immediately after such acquisition such
person is, directly or indirectly, the beneficial owner of voting securities
representing 35% or more of the total voting power of any class of voting
securities of the Company then outstanding;
(ii) upon consummation of any transaction described in Section 7, other
than any such transaction which results in at least 65% of the total voting
power represented by each class of the voting securities of the Company (or,
if the Company does not survive, the surviving entity) outstanding
immediately after such transaction being beneficially owned by at least 65%
of the holders of each class of outstanding voting securities of the Company
immediately prior to the transaction, with the voting power of each such
continuing holder relative to other such continuing holders not
substantially altered in the transaction;
(iii) upon a complete liquidation of the Company or the sale or
disposition by the Company of all or a substantial portion of the Company's
assets (i.e., 60% or more of the total assets of the Company); or
(iv) if the individuals (A) who constitute the Board as of the date the
Plan is adopted by the Board (the "Original Directors") or (B) who
thereafter are elected to the Board and whose election, or nomination for
election, to the Board was approved by a vote of at least two-thirds ( 2/3)
of the Original Directors then still in office (such directors becoming
"Additional Original Directors" immediately following their election) or (C)
who are elected to the Board and whose election, or nomination for election,
to the Board was approved by a vote of at least two-thirds ( 2/3) of the
Original Directors and Additional Original Directors then still in office
(such directors also becoming "Additional Original Directors" immediately
following their election), cease for any reason to constitute a majority of
the members of the Board.
(c) "Company" means Baldwin Technology Company, Inc., a Delaware
Corporation.
A-1
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(d) "Participant" means any person who, as a non-employee director of the
Company, has been granted an Option which remains outstanding under the Plan.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as it may be
amended from time to time.
(f) "Plan" means this 1998 Non-Employee Directors' Stock Option Plan as set
forth herein and as amended from time to time.
(g) "Share" means a share of Class A Common Stock, $0.01 par value, of the
Company and such other securities as may be substituted for such Share or such
other securities pursuant to Section 7.
(h) "Fair Market Value" of a Share on a given date means the last sales
price or, if last sales information is generally unavailable, the average of the
closing bid and asked price per Share on such date (or, if there was no trading
or quotation in the stock on such date, on the next preceding date on which
there was trading or quotation) and reported in the WALL STREET JOURNAL.
(i) "Option" means the right, granted to a director under Section 6, to
purchase a specified number of Shares at the specified exercise price for a
specified period of time under the Plan. All Options will be non-qualified stock
options.
Section 3. SHARES AVAILABLE UNDER THE PLAN
Subject to adjustment as provided in Section 7, the total number of shares
reserved and available for issuance under the Plan is 250,000. Such shares may
be authorized but unissued Shares or treasury Shares. For purposes of the Plan,
Shares that may be purchased upon exercise of an Option will not be considered
to be available after such Option has been granted, except for purposes of
issuance in connection with such Option, PROVIDED, HOWEVER, that, if an Option
is forfeited, canceled, terminated or otherwise expires for any reason without
having been exercised in full, the Shares subject to the unexercised portion of
such Option will again be available for issuance under the Plan.
Section 4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board, PROVIDED, HOWEVER, that any
action by the Board relating to the Plan will be taken only if, in addition to
any other required vote, such action is approved by the affirmative vote of a
majority of the directors who are not then eligible to participate in the plan.
Section 5. ELIGIBILITY
Each director of the Company who, on any date on which an Option is to be
granted under Section 6, is not an employee of the Company or any subsidiary of
the Company will be eligible, at such date, to be granted an Option under
Section 6. No person other than those specified in this Section 5 will be
eligible to participate in the Plan.
Section 6. OPTIONS
(a) NUMBER OF SHARES: On the day after each annual meeting of the Company's
stockholders occurring on and after the effective date of the Plan, each person
who at such time is serving as a director and who is otherwise eligible pursuant
to Section 5 shall receive an Option to purchase 3,000 Shares, in each case
subject to adjustment as provided in Section 7.
(b) EXERCISE PRICE: The exercise price per Share purchasable upon exercise
of an Option will be equal to 100% of the Fair Market Value of a Share on the
date of grant of the Option.
A-2
<PAGE>
(c) OPTION EXPIRATION: A participant's Option will expire at the earlier of
(i) 10 years after the date of grant, (ii) immediately upon the resignation or
removal of a Participant as a director of the Company before he or she has
served his or her full term as a director, or (iii) one year after the date the
Participant ceases to serve as a director of the Company by reason of death or
disability (as determined by the Board) or after he or she has served his or her
full term as a director.
(d) VESTING AND EXERCISABILITY: Each Option shall vest and become
exercisable as follows: (i) as to one third the number of shares granted, on the
first anniversary of the date the Option is granted, (ii) as to another one
third the number of shares granted, on the second anniversary of the date the
Option is granted, and (iii) as to the remainder of the shares granted, on the
third anniversary of the date the Option is granted, provided, however, that all
Options held by a Participant shall become fully vested and exercisable (i)
immediately prior to a Change in Control, (ii) upon the death or disability (as
determined by the Board) of such Participant, or (iii) upon the resignation of a
Participant at the end of his or her term as a director of the Company.
(e) METHOD OF EXERCISE: A Participant may exercise an Option, in whole or in
part, at such time as it is exercisable and prior to its expiration, by giving
written notice of exercise to the Secretary of the Company, specifying the
option to be exercised and the number of shares to be purchased, and paying in
full the exercise price in cash (including by check) or by surrender of Shares
already owned by the Participant (except for Shares acquired from the Company by
exercise of an option less than six months before the date of surrender) having
a Fair Market Value at the time of exercise equal to the exercise price, or by a
combination of cash and Shares.
Section 7. ADJUSTMENT PROVISIONS
In the event any dividend or other distribution (whether in the form of
cash, Shares or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase,
exchange of Shares or other securities of the Company, extraordinary dividend
(whether in the form of cash, Shares, or other property), liquidation,
dissolution, or other similar corporate transaction or event affects the Shares
such that an adjustment is appropriate in order to prevent dilution or
enlargement of each Participant's rights under the Plan, then an adjustment
shall be made, in a manner that is proportionate to the change to the Shares and
otherwise equitable, in (i) the number and kind of Shares remaining reserved and
available for issuance under Section 3, (ii) the number and kind of Shares
subject to options to be granted pursuant to Section 6(a), and (iii) the number
and kind of Share issuable upon exercise of outstanding Options, and/or the
exercise price per Share thereof (provided that no fractional Shares will be
issued upon exercise of any Option). In addition, the Board is authorized to
make such adjustments (including, without limitation, the cancellation of
options in exchange for the in-the-money value, if any, of the vested portion
thereof) in recognition of unusual or non-recurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or
any subsidiary or the financial statements of the Company or any subsidiary, or
in response to changes in applicable laws, regulations or accounting principles.
Section 8. CHANGES TO THE PLAN
The Board of Directors may amend, alter, suspend, discontinue, or terminate
the Plan or authority to grant Options under the Plan without the consent of
stockholders or Participants, except that any amendment or alteration will be
subject to the approval of the Company's stockholders at or before the next
annual meeting of stockholders for which the record date is after the date of
such Board action if such stockholder approval is required by any federal or
state law or regulation or the rules of any stock
A-3
<PAGE>
exchange or automated quotation system as then in effect, and the Board may
otherwise determine to submit other such amendments or alterations to
stockholders for approval; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant with respect to any previously granted Option.
Section 9. GENERAL PROVISIONS
(a) AGREEMENTS: Options may be evidenced by agreements or other documents
executed by the Company and the Participant incorporating the terms and
conditions set forth in the Plan, together with such other terms and conditions
not inconsistent with the Plan, as the Board may from time to time approve.
(b) COMPLIANCE WITH LAWS AND OBLIGATIONS: The Company will not be obligated
to issue or deliver Shares in connection with any Option, in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any other federal or state securities law, any requirement under any
listing agreement between the Company and any stock exchange or automated
quotation system, or any other law, regulation, or contractual obligation of the
Company, until the Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full. Certificates
representing Shares issued under the Plan will be subject to such stop-transfer
orders and other restrictions as may be applicable under such laws, regulations,
and other obligations of the Company, including any requirement that a legend or
legends be place thereon.
(c) LIMITATIONS ON TRANSFERABILITY: Unless otherwise permitted by the Board,
Options will not be transferable by a Participant except by will or the laws of
descent and distribution (or to a designated beneficiary in the event of a
Participant's death), and will be exercisable during the lifetime of the
Participant only by such Participant or his or her guardian or legal
representative. Options may not be pledged, mortgaged, hypothecated, or
otherwise encumbered and shall not be subject to claims of creditors of any
Participant.
(d) NO RIGHT TO CONTINUE AS A DIRECTOR: Nothing contained in the Plan or any
agreement hereunder will confer upon any Participant any right to continue to
serve as a director of the Company.
(e) NO STOCKHOLDER RIGHTS CONFERRED: Nothing contained in the Plan or any
agreement hereunder will confer upon any Participant (or any person or entity
claiming rights by or through a Participant) any rights of a stockholder of the
Company unless and until Shares are in fact issued to such Participant (or
person) or, in the case an Option, such Option is validly exercised in
accordance with Section 6.
(f) NONEXCLUSIVITY OF THE PLAN: Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements for directors as it may deem desirable.
(g) GOVERNING LAW: The validity, construction, and effect of the Plan and
any agreement hereunder will be determined in accordance with the laws of the
State of Delaware, without giving effect to principles of conflicts of laws, and
applicable federal law.
Section 10. EFFECTIVE DATE OF PLAN; TERMINATION OF PLAN
The Plan will be effective as of the date of its approval by the stockholder
of the Company, and, unless earlier terminated by action of the Board, shall
terminate at such time as no Shares remain available for issuance under the Plan
and the Company and the Participants have no further rights or obligations under
the Plan.
A-4
<PAGE>
SKU#0909-PS-98
<PAGE>
BLD45B DETACH HERE
CLASS A COMMON STOCK
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 12, 1998
P Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE,
R HELEN P. OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys
and agents of the undersigned, with full power of substitution, to vote
O 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
X Sheraton Stamford Hotel, 2701 Summer Street, Stamford, Connecticut on
November 12, 1998 at 10:00 a.m., Eastern Standard Time, and at any
Y 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 CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
<TABLE>
<S> <C>
BLD45A DETACH HERE
- - ---- ____
| | PLEASE MARK |
| X | 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 AND 2.
FOR AGAINST ABSTAIN
1. To elect two Class II Directors to serve for 2. To approve the Company's 1998 ----- ----- -----
three-year terms or until their successors are Non-Employee Directors' Stock | | | | | |
elected and qualified. Option Plan ----- ----- -----
NOMINEES: Gerald A. Nathe and M. Richard Rose 3. To transact such other business as may properly come before
FOR ----- ----- WITHHELD the meeting or any adjournment thereof.
ALL | | | | FROM ALL
NOMINEES ----- ----- NOMINEES
- - ----- MARK HERE IF YOU PLAN TO ATTEND THE MEETING -----
| | | |
- - ----- -------------------------------------- -----
For all nominees except as noted above
-----
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | |
-----
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: ______________
</TABLE>
<PAGE>
BL246B DETACH HERE
CLASS B COMMON STOCK
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 12, 1998
P Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE,
R HELEN P. OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys
and agents of the undersigned, with full power of substitution, to vote
O 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
X Sheraton Stamford Hotel, 2701 Summer Street, Stamford, Connecticut on
November 12, 1998 at 10:00 a.m., Eastern Standard Time, and at any
Y 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 CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
<TABLE>
<S> <C>
BL246A DETACH HERE
- - ---- ____
| | PLEASE MARK |
| X | 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 AND 2.
FOR AGAINST ABSTAIN
1. To elect one Class II Director to serve for a 2. To approve the Company's 1998 ----- ----- -----
three-year term or until his successor is Non-Employee Directors' Stock | | | | | |
elected and qualified. Option Plan. ----- ----- -----
NOMINEE: Gerald A. Nathe 3. To transact such other business as may properly come before
FOR ----- ----- WITHHELD the meeting or any adjournment thereof.
ALL | | | | FROM ALL
NOMINEES ----- ----- NOMINEES
MARK HERE IF YOU PLAN TO ATTEND THE MEETING -----
| |
-----
-----
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | |
-----
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: ______________
</TABLE>
