<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (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-2.
</TABLE>
Baldwin Technology Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-12.
(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> 2
BALDWIN TECHNOLOGY COMPANY, INC.
One Norwalk West
40 Richards Avenue
Norwalk, Connecticut 06854
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1999
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology Company, Inc. (the
"Company") will be held at the Sheraton Stamford Hotel, 2701 Summer Street,
Stamford, Connecticut on the 16th day of November, 1999 at 10:00 a.m., Eastern
Standard Time, for the following purposes:
1. To elect three Class III Directors to serve for three-year terms or
until their respective successors are elected and qualify.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record as of the close of business on September 30,
1999, 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, 1999
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 STOCK PERSONALLY, WHETHER OR NOT YOU HAVE PREVIOUSLY SUBMITTED A
PROXY.
<PAGE> 3
BALDWIN TECHNOLOGY COMPANY, INC.
PROXY STATEMENT
Norwalk, Connecticut
October 15, 1999
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 16th day of November, 1999 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, 1999.
Each Proxy executed and returned by a stockholder may be revoked at any
time thereafter, by written notice to that effect to the Company, attention of
the Secretary, prior to the Annual Meeting, or to the Chairman, or the
Inspectors of Election, at the Annual Meeting, or by execution and return of a
later-dated Proxy, except as to any matter voted upon prior to such revocation.
Proxies in the accompanying form will be voted in accordance with the
specifications made and, where no specifications are given, will be voted FOR
the election as Directors of the nominees named herein and if any one or more of
such nominees should become unavailable for election for any reason then FOR the
election of any substitute nominee that the Board of Directors of the Company
may propose. In the discretion of the proxy holders, the Proxies will also be
voted FOR or AGAINST such other matters as may properly come before the meeting.
The management of the Company is not aware of any other matters to be presented
for action at the meeting.
With regard to the election of Directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be counted as present
for purposes of determining the existence of a quorum and will not have any
effect on the vote. Broker non-votes will be counted for purposes of determining
the presence or absence of a quorum and will have no effect on the outcome of
the election of Directors.
The affirmative vote of a majority of the votes entitled to be cast by the
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 any 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."
<PAGE> 4
VOTING SECURITIES
The Board of Directors has fixed the close of business on September 30,
1999 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, 1999 consisted of 14,353,947 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, 1999 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 representing
a majority of the number of votes entitled to be cast by such class. As stated
above, proxies withheld and broker non-votes will be excluded entirely with
respect to the election of Directors and have no effect on the vote thereon.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the Class A Common Stock and Class B Common Stock as of August 31, 1999
(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>
Paradigm Capital Management(2)............... 1,306,100 0 7.5% --
9 Elk Street
Albany, New York 12207
Gabelli Funds, Inc.(3)....................... 1,114,500 0 7.28% --
One Corporate Center
Rye, New York 10580
Shufro Rose & Ehrman(4)...................... 1,011,100 0 6.77% --
745 Fifth Avenue
New York, New York 10151
The TCW Group, Inc.(5)....................... 913,000 0 6.0% --
865 South Figueroa Street
Los Angeles, California 90017
Dimensional Fund Advisors Inc.(6)............ 897,700 0 5.94% --
1299 Ocean Ave., 11th floor
Santa Monica, California 90401
Akira Hara(7)................................ 891,751(8) 360,600(9) 6.2% 18.6%
Baldwin Japan Limited
2-4-34 Toyo, Kohtoh-ku
Tokyo 135, Japan
Gerald A. Nathe(7)........................... 494,333(8)(10) 520,144(9) 3.4% 25.5%
Baldwin Technology Company, Inc.
40 Richards Avenue
Norwalk, Connecticut 06854
Jane G. St. John(11)......................... 443,831 404,864 3.1% 22.1%
P.O. Box 3236
Blue Jay, California 92317
Wendell M. Smith(7)(12)...................... 270,634(13) 548,683 1.9% 29.9%
10 Manor House
Smith's FL07, Bermuda
</TABLE>
3
<PAGE> 6
<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>
William J. Lauricella........................ 134,344(8)(14) 109,333(9) * 5.7%
Baldwin Technology Company, Inc.
40 Richards Avenue
Norwalk, Connecticut 06854
S. Roger Johansson........................... 75,000(8) 66,667(9) * 3.5%
Baldwin Amal AB
V:a Bangatan 8, Box 9
S662 21 Amal, Sweden
Judith A. Booth(7)........................... 13,582(8)(15) 418(9) * *
4301 Silver Fox Drive
Naples, Florida 34119
M. Richard Rose(7)........................... 12,115(8) 20,885(9) * 1.1%
4606 Willow Cove
Geneva, New York 14456
Samuel B. Fortenbaugh III(7)................. 9,115(8) 885(9) * *
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
John T. Heald, Jr.(7)........................ 7,487(8) 213(9) * *
Sappi Fine Paper Company
225 Franklin Street, 28th Floor
Boston, Massachusetts 02110
Ralph R. Whitney, Jr.(7)..................... 7,115(8) 100,885(9) * 5.5%
Hammond Kennedy Whitney & Company, Inc.
230 Park Avenue
New York, New York 10169
All executive officers and directors
of the Company as a group
(including 10 individuals, named
above)(16)................................. 1,915,476(8) 1,728,713(9) 12.7% 75.5%
(10)(12)
(13)(14)(15)
</TABLE>
- ---------------
* = Less than 1%.
4
<PAGE> 7
(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 in the table above 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,
1,252,351 -- 8.4%; Mr. Smith, 819,317 -- 5.5%; Mr. Nathe,
1,014,477 -- 6.7%; Mrs. St. John, 848,695 -- 5.7%; Mr. Lauricella,
243,677 -- 1.7%; with less than 1%, Dr. Rose, 33,000; Mr. Fortenbaugh,
10,000; Ms. Booth, 14,000; Mr. Whitney, 108,000; Mr. Heald, 7,700; Mr.
Johansson, 141,667; and as to all executive officers and directors of the
Company as a group, 3,644,189 -- 21.7%.
(2) Amount and Nature of Ownership and Percent of Class is based on Schedule
13G dated February 5, 1999 filed with the SEC reporting beneficial
ownership of securities of the Company held by the beneficial owner, a
registered investment advisor, as of December 31, 1998.
(3) 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.
(4) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 2 to Schedule 13G dated February 13, 1999 filed with the SEC reporting
beneficial ownership of securities of the Company held by the beneficial
owner as of December 31, 1998.
(5) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 3 to Schedule 13G dated February 12, 1999 filed with the SEC reporting
beneficial ownership of securities of the Company held by affiliates of the
beneficial owner as of December 31, 1998.
(6) Amount and Nature of Ownership and Percent of Class is based on an
Amendment to Schedule 13G dated February 11, 1999 filed with the SEC
reporting beneficial ownership of securities of the Company held by the
beneficial owner, a registered investment advisor, as of December 31, 1998.
(7) Member of the Board of Directors of the Company.
(8) Includes shares of Class A Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Hara, 143,333 shares; Mr.
Nathe, 323,333 shares; Mr. Lauricella, 128,333 shares; Dr. Rose, 4,471
shares; Mr. Fortenbaugh, 7,115 shares; Ms. Booth, 3,582 shares; Mr.
Whitney, 7,115 shares; Mr. Johansson, 75,000 shares; Mr. Heald, 1,787
shares; and as to all executive officers and directors of the Company as a
group, 694,069 shares.
(9) Includes shares of Class B Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Hara, 100,000 shares; Mr.
Nathe, 200,000 shares; Mr. Lauricella, 83,333 shares; Dr. Rose, 885 shares;
Mr. Fortenbaugh, 885 shares; Ms. Booth, 418 shares; Mr. Whitney, 885
shares; Mr. Johansson, 66,667 shares; Mr. Heald, 213 shares; and as to all
executive officers and directors of the Company as a group, 453,286 shares.
(10) 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.
5
<PAGE> 8
(11) Includes 24,000 shares of Class B Common Stock owned by Mrs. St. John's
husband, John G. St. John, President of a division of the Company, 51,666
shares of Class A Common Stock subject to options which are exercisable
within 60 days by Mr. St. John and 4,800 shares of Class A Common Stock
held by the St. Johns as custodians for their children.
(12) 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.
(13) 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.
(14) 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.
(15) Includes 6,000 shares held in trust, 3,000 shares held in an Individual
Retirement Account, and 1,000 shares owned jointly with Ms. Booth's
husband.
(16) Does not include 32,546 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> 9
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, three Directors will be elected to Class
III. If elected, their new terms will expire at the Annual Meeting in 2002.
Akira Hara, Ralph R. Whitney, Jr. and John T. Heald, Jr., nominated to serve as
Class III Directors, may be elected by a plurality vote of the outstanding
shares of Class A Common Stock and Class B Common Stock present, in person or by
proxy, and entitled to vote at the meeting, voting together as a single class.
The Board of Directors knows of no reason why any nominee for Director
would be unable to serve as a Director. If any nominee should for any reason be
unable to serve, the shares represented by all valid proxies not containing
contrary instructions may be voted for the election of such other person as the
Board may recommend in place of a nominee that is unable to serve.
Set forth below are the names of all Directors and nominees and certain
biographical information with respect to each such Director and nominee.
NOMINEES FOR ELECTION AT THE 1999 ANNUAL MEETING:
CLASS III
Akira Hara, age 64, has served as a Vice President and Director of the
Company and as President of Baldwin Asia Pacific Corporation since 1989. He was
President of Baldwin Japan Limited from 1979 through 1999 and President of the
Company's Graphic Products and Controls Group from April 1997 through September
1999. Mr. Hara currently serves as Chairman of Baldwin Japan Limited.
Ralph R. Whitney, Jr., age 64, has served as a Director of the Company
since 1988. Mr. Whitney has been a principal of Hammond, Kennedy, Whitney &
Company, Inc., a private capital firm, since 1971 and currently serves as its
Chairman. He also serves as a director of IFR Systems, Inc., a communications
test equipment company, First Technology Corp., a manufacturer of bimetal fuses
and sensing devices for the automobile industry, Dura Automotive Systems, Inc.,
an automobile parts manufacturer and Relm Communications, a wireless
communications company. He is Chairman and a director of Reinhold Industries,
Inc., a composite material manufacturer. Mr. Whitney was an executive officer of
Holbrook Patterson, Inc. a private company involved in furniture manufacturing
within two years prior to Holbrook filing a petition under the federal
bankruptcy laws.
John T. Heald, Jr. age 54, has served as a Director of the Company since
1996. He has been Executive Vice President of Operations for Sappi Fine Paper
Company, an international producer of coated woodfree
7
<PAGE> 10
paper, dissolving pulp and forest products since August, 1999. Mr. Heald was
Executive Vice President of the Packaging Group of Union Camp Corporation, a
manufacturer of paper, packaging, wood products and chemicals used in flavors
and fragrances, from 1997 until 1999. 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.
OTHER DIRECTORS:
CLASS I (Term will expire at the 2000 Annual Meeting)
Wendell M. Smith, age 64, 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 65, 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 57, 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.
CLASS II (Term will expire at the 2001 Annual Meeting)
Gerald A. Nathe, age 58, 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 66, 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.
8
<PAGE> 11
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(2)
Samuel B. Fortenbaugh III............ Director(2)
John T. Heald, Jr.................... Director(3)
M. Richard Rose...................... Director(2)
Wendell M. Smith..................... Director(3)
Ralph R. Whitney, Jr................. Director(1)(3)
</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 52, has been a Vice President of the Company since
November, 1996. He was Managing Director of Baldwin Amal AB, a subsidiary of the
Company from 1991 through 1997. 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 40, 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.
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, but 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, 1999, the Board held four regularly
scheduled meetings, one special meeting and acted by written consent in lieu of
9
<PAGE> 12
meeting four times. Each of the Directors attended at least 75% of the meetings
of the Board and the Committees on which they serve.
COMPENSATION OF DIRECTORS
Directors who were not employees of the Company received a $16,000 annual
retainer and a fee of $1,000 for each meeting of the Board of Directors or
Committee attended during the fiscal year ended June 30, 1999. The per-meeting
fee is limited to one meeting per day.
Non-employee Directors also received annual awards of stock options under
the Company's 1990 Directors' Stock Option Plan (the "1990 Plan"), until the
1990 Plan was terminated in November, 1998. From 1990 through 1998, each year,
on the third day following the Company's Annual Meeting of Stockholders, every
eligible Director was 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 were shares outstanding of Class A Common Stock to
Class B Common Stock on such day. Under the 1990 Plan, options to purchase
32,923 shares of Class A Common Stock and 4,077 shares of Class B Common Stock
were granted, of which options to purchase 24,070 shares of Class A Common Stock
and 3,286 shares of Class B Common Stock remain outstanding, at exercise prices
ranging from $2.56 to $5.50 for the options to purchase Class A Common Stock and
at $3.20 to $6.88 for the options to purchase Class B Common Stock. Of the
current Directors of the Company who received option grants under the 1990 Plan,
three Directors were granted options to purchase 7,115 shares of Class A Common
Stock (of which one Director exercised his options and purchased 2,644 shares)
and 885 shares of Class B Common Stock; one Director was granted options to
purchase 3,582 shares of Class A Common Stock and 418 shares of Class B Common
Stock; and one Director was granted options to purchase 1,787 shares of Class A
Common Stock and 213 shares of Class B Common Stock.
The 1998 Non-Employee Stock Option Plan was adopted at the 1998 Annual
Meeting of Stockholders (the "1998 Plan"). Under the 1998 Plan, non-employee
Directors receive annual awards of stock options. Each year, following the
Company's Annual Meeting of Stockholders, every eligible Director is
automatically granted an option to purchase 3,000 shares of Class A Common
Stock. Under the 1998 Plan, options to purchase 18,000 shares of Class A Common
Stock were granted (3,000 shares each to six Directors) at an exercise price of
$5.50 per share.
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; and 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, 1999, the Executive Committee met three times and acted by
written consent once. The Executive Committee presently consists of Gerald A.
Nathe, Akira Hara and Ralph R. Whitney, Jr.
10
<PAGE> 13
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, 1999, the Audit Committee met three times. The Audit Committee presently
consists of John T. Heald, Jr., Wendell M. Smith and Ralph R. Whitney, Jr.
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, 1999, the Compensation and Stock Option
Committee met four times. The Compensation and Stock Option Committee presently
consists of Samuel B. Fortenbaugh III, Judith A. Booth and M. Richard Rose.
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 candidates to be considered for
nomination to the Board of Directors.
11
<PAGE> 14
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 non-employee Directors 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.
Set forth below is a report submitted by the members of the Committee
addressing the Company's compensation policies for the fiscal year ended June
30, 1999 ("Fiscal 1999") 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 the fiscal year
ended June 30, 1998 ("Fiscal 1998"), the Company implemented a new financial
performance measurement system based on Economic Profit ("EP") which focuses on
return on capital. The Company also adopted a new incentive compensation
program, 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 was
established to ensure that cash incentive compensation payments under the CIP
are made only if the overall corporate hurdle has been 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 officer's employment agreement), a bonus (which, beginning in Fiscal
1998 was calculated in accordance with the 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 1999 COMPENSATION. Mr. Hara's base salary is set by an employment
agreement between Mr. Hara and a subsidiary of the Company, Baldwin Japan
Limited (see the Employment and Consulting Agreements section, below). During
fiscal 1999, Mr. Hara received a five (5%) percent increase in his base salary.
Mr. Hara participates in the Company's CIP and has a portion of his cash
incentive based on the
12
<PAGE> 15
results of the Graphic Products and Controls Group and a portion based on the
Company's overall results. Due to the Company's overall performance level, Mr.
Hara did not earn a bonus for Fiscal 1999. Also during Fiscal 1999, Mr. Hara was
granted options to purchase 13,000 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 1999, Mr. Johansson received an increase of five (5%) percent in
his base salary. Mr. Johansson also participates in the Company's 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. Due to the Company's
overall performance level, Mr. Johansson did not earn a bonus for Fiscal 1999.
Also during Fiscal 1999, Mr. Johansson was granted options to purchase 15,000
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 (see the Employment and Consulting Agreements
section, below). During Fiscal 1999, Mr. Lauricella received an increase of five
(5%) percent in his base salary. Due to the Company's overall performance level,
Mr. Lauricella did not earn a bonus for Fiscal 1999; however, he was awarded a
special, one-time payment in the amount of $10,000 for his extra duties as
President of the Print On-Demand Group. In Fiscal 1999, the Committee forgave
interest payments due from Mr. Lauricella in the total amount of $11,175 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 1999, 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.
CEO Disclosure
Mr. Nathe's base salary is set by his employment agreement with the Company
(see Employment and Consulting Agreements section, below). During Fiscal 1999,
Mr. Nathe received a five (5%) percent increase in his base salary. Due to the
Company's overall performance level, Mr. Nathe did not earn a bonus for Fiscal
1999. In Fiscal 1999, the Committee forgave an interest payment due from Mr.
Nathe in the amount of $104,812 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. Also during Fiscal
1999, Mr. Nathe was granted options to purchase 16,500 shares of Class A Common
Stock of the Company in recognition of his dedication and performance in
carrying out his duties and responsibilities as Chairman and President.
13
<PAGE> 16
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 the fiscal year ending June 30, 2000 ("Fiscal 2000") 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) of the Code).
Samuel B. Fortenbaugh III, Chairman
Judith A. Booth
M. Richard Rose
14
<PAGE> 17
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, 1999, 1998 and 1997,
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
NAME AND OTHER ANNUAL (NO. OF SHARES ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) CLASS A/CLASS B COMPENSATION
------------------ ---- -------- -------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gerald A. Nathe........... 1999 $343,607 -0- (3) 16,500/0 $107,615(4)
Chairman of the Board, 1998 $326,598 $294,158 0/0 $109,898
President and Chief 1997 $265,510 -0- 35,000/0 $106,333
Executive Officer
Akira Hara................ 1999 $313,832 -0- (3) 13,000/0 -0-
Vice President and
Director; 1998 $314,764 $289,752 25,000/0 -0-
President -- Graphic 1997 $329,135 $234,642 15,000/0 -0-
Products and Controls
Group
S. Roger Johansson........ 1999 $138,263 -0- (3) 15,000/0 -0-
Vice President; 1998 $158,958 $114,458 30,000/0 -0-
President -- Material 1997 $152,897 $ 14,516 30,000/100,000 -0-
Handling Group
William J. Lauricella..... 1999 $189,169 -0- $63,042(5) 15,000/0 $ 23,978(4)(6)
Vice President, Chief 1998 $174,178 $127,804 $61,356 15,000/0 $ 38,709
Financial Officer 1997 $155,608 $ 25,000 35,000/20,000 $ 9,500
and 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 were paid in cash
during fiscal 1999. The remainder was set aside in an incentive bonus bank
and was forfeited in fiscal 1999 due to non-achievement of certain
performance hurdles.
(2) Does not include retirement benefits -- see Supplemental Retirement Benefits
below.
(3) Excluded where the aggregate of perquisites and other personal benefits is
the lower of either $50,000 or 10% of the total salary and bonus.
(4) Includes forgiveness of interest payments due to the Company during Fiscal
1999 and Company contributions under the Company's 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 $3,159 car allowance.
(6) Includes a special one-time bonus payment of $10,000 for acting President of
the Print On-Demand Group.
15
<PAGE> 18
The following table sets forth certain information relating to options
granted during fiscal 1999 to purchase shares of Class A Common Stock of the
Company, pursuant to the Company's 1996 Stock Option Plan (the "Plan"). These
options become exercisable in three equal annual installments beginning on the
second anniversary of the date of grant, subject to acceleration as set forth in
the Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS
------------ POTENTIAL REALIZABLE
% OF TOTAL VALUE(3) AT ASSUMED
OPTIONS/SARS ANNUAL RATES OF STOCK PRICE
GRANTED TO APPRECIATION FOR OPTION TERM(4)
OPTIONS/SARS EMPLOYEES EXERCISE ---------------------------------------
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#/SH) YEAR(1) ($/SH)(2) DATE 0%(5) 5% 10%
---- ------------ ------------ --------- ---------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
G.A. Nathe............. 16,500 8.25% $5.50 8/11/08 $ 0 $57,072 $144,632
A. Hara................ 13,000 6.5% $5.50 8/11/08 $ 0 $44,966 $113,953
S.R. Johansson......... 15,000 7.5% $5.50 8/11/08 $ 0 $51,884 $131,484
W.J. Lauricella........ 15,000 7.5% $5.50 8/11/08 $ 0 $51,884 $131,484
</TABLE>
- ---------------
(1) Options to purchase a total of 200,000 shares of Class A Common Stock were
granted under the Plan to all employees as a group during the fiscal year
ended June 30, 1999.
(2) The exercise price represents the closing price of the Company's Class A
Common Stock as traded on the American Stock Exchange on the date of grant.
(3) The dollar amounts under the potential realizable values columns use the 0%,
5% and 10% rates of appreciation as permitted by the Securities and Exchange
Commission, and are not intended to forecast actual future appreciation in
the Company's stock price. Actual gains, if any, on stock options are
dependent on the future performance of the Company's stock. There can be no
assurance that the amounts reflected in this table will be achieved.
(4) All stock options granted during Fiscal 1999 were for a ten (10) year term.
(5) No gain to the optionee is possible without an increase in the stock price,
which would benefit all stockholders commensurately. A zero percent gain in
stock appreciation will result in zero dollars for the optionee.
16
<PAGE> 19
The following table provides information concerning each option exercised
during the fiscal year ended June 30, 1999 by each of the executive officers
named in the Summary Compensation Table and the fiscal year-end values of
unexercised options held by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS/ SARS
NUMBER OF UNEXERCISED AT FY-END($)
OPTIONS/SARS ---------------
SHARES AT FY-END(#)
ACQUIRED ON VALUE -------------------------- EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE/ UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- -------------------------- ---------------
<S> <C> <C> <C> <C>
G.A. Nathe..................... -0- -0- 311,666 / 39,834 Class A $0 / $0 Class A
180,000 / 20,000 Class B $0 / $0 Class B
A. Hara........................ -0- -0- 111,667 / 66,333 Class A $0 / $0 Class A
85,000 / 15,000 Class B $0 / $0 Class B
S.R. Johansson................. -0- -0- 46,667 / 73,333 Class A $0 / $0 Class A
33,333 / 66,667 Class B $0 / $0 Class B
W.J. Lauricella................ -0- -0- 98,333 / 66,667 Class A $0 / $0 Class A
61,666 / 28,334 Class B $0 / $0 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 1999 ($2.938), or
in the case of Class B stock, 125% of such fair market value of the
Company's Class A Common Stock ($3.67).
17
<PAGE> 20
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 $208,604.
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 FY1989. 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
$1,564,000. 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 $133,000.
As of October 1, 1999, Mr. Hara has taken a less active role in the management
of BJL and has started to draw part of his supplemental retirement allowance.
As required by Swedish law, Mr. Johansson is a participant in the Baldwin
Amal AB retirement program, as are all Baldwin Amal employees. Pursuant to the
terms of Mr. Johansson's employment agreement, Baldwin 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 Baldwin 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 $85,626.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Samuel B. Fortenbaugh III, a Director of the Company who serves on the
Compensation and Stock Option Committee, is a partner in the law firm of Morgan,
Lewis & Bockius LLP, who serves as the Company's counsel.
18
<PAGE> 21
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, 1999 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 -- 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, 1994 in the Company's
Class A Common Stock and in each of the foregoing indices and assumes
reinvestment of all dividends. Total stockholder return is calculated using the
closing price of the stock on the last trade date of each fiscal year. The stock
price performance shown is not intended to forecast or be indicative of the
possible future performance of the Company's stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
BALDWIN TECHNOLOGY COMPANY, INC., THE AMEX MARKET VALUE INDEX,
AND A PEER GROUP
<TABLE>
<CAPTION>
BALDWIN PEER GROUP AMEX MARKET VALUE
TECHNOLOGY ---------- -----------------
COMPANY, INC.
-------------
<S> <C> <C> <C>
6/94 100 100 100
6/95 113 168 118
6/96 79 164 136
6/97 64 138 151
6/98 131 116 177
6/99 65 89 199
</TABLE>
19
<PAGE> 22
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 ("BJL") 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 (not before he attains age 61 or after he
attains 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
20
<PAGE> 23
$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. The amount earned by A-Plus Ltd. during the fiscal
year ended June 30, 1997 under the agreement was $33,517; said amount is
included for Mr. Hara in the Summary Compensation Table above as Bonus.
In October, 1997, one of the Company's subsidiaries, Baldwin Europe
Consolidated B.V. ("BEC") entered into an employment agreement with S. Roger
Johansson, Managing Director of BEC, which provides for (a) a minimum base
annual salary of 1,243,922 SEK to be paid to Mr. Johansson, (b) incentive
compensation under the Company's Executive and Key Person Cash Incentive
Program, (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 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, 1999
were $1,605,000 and $176,000 for Messrs. Nathe and Lauricella, respectively.
During the year ended June 30, 1999, the Company forgave interest payments owing
by Mr. Nathe and Mr. Lauricella in the amounts of $104,812 and $11,175,
respectively, which amounts are included for Messrs. Nathe and Lauricella in
"All Other Compensation" in the Summary Compensation Table above.
21
<PAGE> 24
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP audited the accounts of the Company for the
fiscal year ending June 30, 1999. PricewaterhouseCoopers LLP or its predecessor,
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 2000
proxy statement provided they are received by the Company no later than June 17,
2000 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 1999, 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
22
<PAGE> 25
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1999
CLASS A COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, HELEN P.
OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class A
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Sheraton Stamford Hotel, 2701
Summer Street, Stamford, Connecticut on November 16, 1999 at 10:00 a.m.,
Eastern Standard Time, and at any adjournments thereof, as fully and
effectually as the undersigned could do if personally present and voting,
hereby approving, ratifying and confirming all that said attorneys and agents
or their substitutes may lawfully do in place of the undersigned as indicated
hereon.
Please be sure to sign and date this Proxy in the box below.
-----------------
Date
------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
With- For All
1. To elect three Class III Directors to For hold Except
serve for three-year terms or until their [ ] [ ] [ ]
successors are elected and qualified:
Akira Hara, Ralph R. Whitney, Jr. and John T. Heald, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
- ---------------------------------------------------------------------------
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. --------> [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. --------> [ ]
Name:________________________________________________
Address:_____________________________________________
_____________________________________________________
- --------------------------------------------------------------------------------
- - DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
BALDWIN TECHNOLOGY COMPANY, INC.
________________________________________________________________________________
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 your name appears hereon.
<PAGE> 26
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1999
CLASS B COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, HELEN P.
OSTER and WILLIAM J. LAURICELLA, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class B
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Sheraton Stamford Hotel, 2701
Summer Street, Stamford, Connecticut on November 16, 1999 at 10:00 a.m.,
Eastern Standard Time, and at any adjournments thereof, as fully and
effectually as the undersigned could do if personally present and voting,
hereby approving, ratifying and confirming all that said attorneys and agents
or their substitutes may lawfully do in place of the undersigned as indicated
hereon.
Please be sure to sign and date this Proxy in the box below.
-----------------
Date
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Stockholder sign above Co-holder (if any) sign above
With- For All
1. To elect three Class III Directors to For hold Except
serve for three-year terms or until their [ ] [ ] [ ]
successors are elected and qualified:
Akira Hara, Ralph R. Whitney, Jr. and John T. Heald, Jr.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
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2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. --------> [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. --------> [ ]
Name:________________________________________________
Address:_____________________________________________
_____________________________________________________
- --------------------------------------------------------------------------------
- - DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
BALDWIN TECHNOLOGY COMPANY, INC.
________________________________________________________________________________
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 your name appears hereon.
