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As filed with the Securities and Exchange Commission on January 31, 2000
Registration No._________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3258160
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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GERALD A. NATHE
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BALDWIN TECHNOLOGY COMPANY, INC.
ONE NORWALK WEST
40 RICHARDS AVENUE
NORWALK, CT 06854
(203) 838-7470
(Address, including zip code, of Principal Executive Officer)
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1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
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C/O HELEN P. OSTER, ESQ.
CORPORATE SECRETARY
BALDWIN TECHNOLOGY COMPANY, INC.
ONE NORWALK WEST
40 RICHARDS AVENUE
NORWALK, CT 06854
(203) 855-5009
(Name, address, and telephone number,
including area code, of agent for service)
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COPY TO:
DAVID W. POLLAK, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
PROPOSED Proposed
MAXIMUM maximum
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING aggregate offering AMOUNT OF
BE REGISTERED (1) REGISTERED (1) PRICE PER SHARE price REGISTRATION FEE(4)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value 15,000 shares $ 5.50 (2) $ 82,500 $ 21.78
15,000 shares $ 2.25 (2) $ 33,750 $ 8.91
220,000 shares $ 2.21 (3) $488,400 $ 128.94
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Total 250,000 shares $ 159.63
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</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933 (the "Securities
Act"), the number of shares being registered shall be adjusted to
include any additional shares which may become issuable as a result of
stock splits, stock dividends, or similar transactions in accordance
with the provisions of the 1998 Non-Employee Directors Stock Option
Plan.
(2) Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding options may
be exercised.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for Class A Common Stock of
Baldwin Technology Company, Inc. as reported in the consolidated
reporting system on January 28, 2000.
(4) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed Maximum aggregate offering price per share multiplied
by .000264.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted as permitted.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted as permitted.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Baldwin Technology Company, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999, filed with the Commission on September
29, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1999, filed with the Commission on
November 8, 1999.
(c) The Company's Definitive Proxy Statement as filed with the
Commission on November 16, 1999.
(d) The description of the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), contained in its
Registration Statement on Form 8-A (Reg. No. 0-20382) filed
with the Commission on November 20, 1986, including any
amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Experts
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999,
incorporated by reference in this Registration Statement have been audited by
PricewaterhouseCoopers, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the common stock registered by this registration
statement has been passed upon for the Company by Morgan, Lewis & Bockius LLP,
New York, New York. Samuel Fortenbaugh III is a member of Morgan, Lewis &
Bockius LLP, and also serves as a director of the Company. Mr. Fortenbaugh owns
2,000 shares of the Company's Class A Common Stock and holds options to acquire
10,115 shares of the Company's Class A Common Stock and options to acquire 885
shares of the Company's Class B Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the Company, if such directors, officers, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that no director of the Company will be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director except (a) for any breach of the director's duty of loyalty
to the Company or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware or (d) for
any transaction from which the director derived an improper personal benefit.
The Registrant has procured Directors and Officers liability insurance
for wrongful acts. This is an indemnity policy for the Registrant to protect it
against liability assumed or incurred under the above indemnification
provisions, including defense provisions, on behalf of the directors and
officers. The directors and officers are thus indemnified against loss arising
from any civil claims or claims by reason of any wrongful act done or alleged to
have been done while acting in their respective capacities as directors or
officers. The policy excludes claims brought about or contributed to by
dishonest, fraudulent, criminal or malicious acts or omissions by directors or
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company as filed
with the Secretary of State of the State of Delaware on
November 4, 1986. Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No. 33-10028) and
incorporated herein by reference.
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Company as filed with the Secretary of State of the
State of Delaware on November 21, 1988. Filed
II-2
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as Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (No. 33-26121) and incorporated by reference herein.
4.3 Certificate of Amendment of the Certificate of Incorporation
of the Company as filed with the Secretary of State of the
State of Delaware on November 20, 1990. Filed as Exhibit 3.3
to the Company's Report on Form 10-K for the fiscal year ended
June 30, 1991 and incorporated by reference herein.
4.4 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 33-10028) and
incorporated herein by reference.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
24 Power of Attorney (included on page II-5 of this Registration
Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the
form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on January
31, 2000.
BALDWIN TECHNOLOGY COMPANY, INC.
By /s/Gerald A. Nathe
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Gerald A. Nathe
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature to this Registration Statement appears below hereby
appoints each of Gerald A. Nathe and Helen P. Oster as his or her
attorney-in-fact to sign on his or her behalf individually and in the capacity
stated below and to file all supplements, amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as a part of or in connection with this Registration Statement
or any amendment or supplement thereto, and any such attorney-in-fact may make
such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Gerald A. Nathe Chairman of the Board, President January 31, 2000
- ------------------------ and Chief Executive Officer
Gerald A. Nathe (Principal Executive Officer)
/s/James M. Rutledge Chief Financial Officer, January 31, 2000
- ------------------------ Vice President and Treasurer
James M. Rutledge (Principal Financial Officer)
/s/ Ronald F. Rahe Controller January 31, 2000
- --------------------
Ronald F. Rahe
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Akira Hara Director January 31, 2000
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Akira Hara
/s/Judith A. Booth Director January 31, 2000
- ------------------
Judith A. Booth
/s/Samuel B. Fortenbaugh, III Director January 31, 2000
- -----------------------------
Samuel B. Fortenbaugh, III
/s/John T. Heald, Jr. Director January 31, 2000
- ---------------------
John T. Heald, Jr.
/s/M. Richard Rose Director January 31, 2000
- ------------------
M. Richard Rose
/s/Wendell M. Smith Director January 31, 2000
- -------------------
Wendell M. Smith
/s/Ralph R. Whitney, Jr. Director January 31, 2000
- ------------------------
Ralph R. Whitney, Jr.
</TABLE>
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EXHIBIT INDEX
Exhibit Description
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4.1 Restated Certificate of Incorporation of the Company as filed
with the Secretary of State of the State of Delaware on
November 4, 1986. Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No. 33-10028) and
incorporated herein by reference.
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Company as filed with the Secretary of State of the
State of Delaware on November 21, 1988. Filed as Exhibit 3.2
to the Company's Registration Statement on Form S-1 (No.
33-26121) and incorporated by reference herein.
4.3 Certificate of Amendment of the Certificate of Incorporation
of the Company as filed with the Secretary of State of the
State of Delaware on November 20, 1990. Filed as Exhibit 3.3
to the Company's Report on Form 10-k for the fiscal year ended
June 30, 1991 and incorporated by reference herein.
4.4 By-Laws of the Company. Filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 33-10028) and
incorporated herein by reference.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5).
24 Power of Attorney (included on page II-5 of this Registration
Statement).
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Exhibit 5
January 24, 2000
Baldwin Technology Company, Inc.
One Norwalk West
40 Richards Avenue
Norwalk, CT 06854
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Baldwin Technology Company, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8, including the exhibits thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
registration by the Company of 250,000 shares (the "Shares") of Common Stock,
par value $.01 per share, which may be issued under the Company's 1998
Non-employee Directors Stock Option Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Plan, the Restated Certificate of Incorporation of the Company,
as amended to date, the By-Laws of the Company, and such other documents,
records and other instruments of the Company as in our judgment are necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The Shares, when issued in accordance with the terms of the Plan, and
for a consideration per Share of not less than the par value per Share, will be
duly authorized, validly issued, fully paid and non-assessable.
<PAGE> 2
Baldwin Technology Company, Inc.
January 24, 2000
Page 2
We are expressing the opinions above as members of the Bar of the State of
New York and express no opinion as to any law other than the General Corporation
Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
\s\ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 6, 1999 relating to the
financial statements, which appears in Baldwin Technology Company, Inc.'s
Annual Report on Form 10-K for the year ended June 30, 1999. We also consent to
the incorporation by reference of our report dated August 6, 1999 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Stamford, CT
January 31, 2000
