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On January 5, 2011, Baldwin Technology Company, Inc. (“Baldwin” or the “Company”) entered into an employment agreement with Mark T. Becker, its President and Chief Executive Officer, effective October 1, 2010. The agreement specifies the formal terms and conditions of Mr. Becker’s employment and provides for the Company to pay to Mr. Becker an annual base salary of $300,000. In addition, Mr. Becker can earn a bonus equal to one hundred percent (100%) of his Base Salary upon achievement of certain performance targets. The agreement also provides for a severance payment in an amount equal to Mr. Becker’s annual base salary if the Employment Period is terminated (i) by the Company without Cause or (ii) by Mr. Becker (A) for Good Reason or (B) within three months following a Change of Control for any reason or no reason or (iii) due to Mr. Becker’s death or permanent disability or incapacity. A copy of the employment agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Mr. Becker was granted options on October 1, 2010 to purchase 200,000 shares of the Company’s Class A Common Stock under the Company’s 2005 Equity Compensation Plan (the “Plan”) at $1.20 per share (the “Plan Option”), which option vested on October 1, 2010, and 200,000 shares of the Company’s Class A Common Stock outside the Plan at $1.20 per share (the “Non-Plan Option”), which option will vest on October 1, 2011. Both options expire on September 30, 2020. Copies of the Plan Option Grant Certificate and the Non-Plan Option Grant Certificate, which were executed by the Company and delivered to Mr. Becker on January 5, 2011, are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
On January 7, 2011, the Company and John P. Jordan, its Vice President, Chief Financial Officer and Treasurer, entered into an amendment amending his employment agreement dated December 19, 2008. The amendment changed Mr. Jordan’s title to Vice President – Global Administrative Services, Chief Financial Officer and Treasurer, modified the description of Mr. Jordan’s duties and clarified his bonus opportunity criteria. A copy of the amendment is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
On January 6, 2011, the Company’s Swedish subsidiary, Baldwin Jimek AB, and Peter Hultberg, the Company’s Vice President – Marketing, Sales and Service, entered into an amendment amending his employment agreement effective July 1, 2009. The amendment changed Mr. Hulberg’s title to Vice President – Global Sales and Marketing, and modified the description of Mr. Hultberg’s duties. A copy of the amendment is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
On January 10, 2011, the Company’s German subsidiary, Baldwin Germany GmbH, and Steffen Weisser, the Company’s Vice President – Operations, entered into an amendment amending his employment agreement effective July 1, 2009. The amendment changed Dr. Weisser’s title to Vice President – Global Operations, and modified the description of Dr. Weisser’s duties. A copy of the amendment is attached hereto as Exhibit 10.6 and is incorporated herein by reference.
On January 7, 2011, the Company’s Swedish subsidiary, Baldwin Jimek AB, and Birger Hansson, the Company’s Director of Global Product and Business Development, entered into an amendment amending his employment agreement dated January 12, 2006. The amendment changed Mr. Hansson’s title to Vice President – Product Management and R&D, modified the description of Mr. Hansson’s duties and increased his percentage of bonus opportunity. A copy of the 2006 employment agreement and the amendment are attached hereto as Exhibits 10.7 and 10.8, respectively, and are incorporated herein by reference.
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which the Company competes, the forward-looking statements are also subject to risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and other Securities and Exchange Commission filings.