UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Form 10-Q/A
(Amendment No. 1)
[Mark One]
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For quarter ended December 31, 2005
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to ___________
Commission file number 1-9334
BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 Trap Falls Road, Suite 402, Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-402-1000
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Outstanding at
Class January 27, 2006
----- ----------------
Class A Common Stock
$0.01 par value 13,017,647
Class B Common Stock
$0.01 par value 1,935,419
EXPLANATORY NOTE
This Amendment No. 1 to the Baldwin Technology Company, Inc. (the "Company")
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005
is being filed solely to amend Item 5 of Part II to include information that
otherwise was required to be filed on Form 8-K under the heading "Item 1.01.
Entry into a Material Definitive Agreement." Current Section 302 certifications
of the Company's Principal Executive Officer and Principal Financial Officer
required to be filed in support of this Amendment No. 1 have been executed as of
the date of this Amendment No. 1 and are filed herewith as Exhibits 31.01 and
31.02.
PART II: OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On November 8, 2005, the Compensation Committee (the "Committee") of the
Company's Board of Directors (the "Board") reviewed non-employee director
compensation and recommended to the Board a revised annual compensation fee
schedule for non-employee directors, which was approved by the Board on the same
date. The revised fee schedule, which became effective January 1, 2006, as
compared to the prior fee schedule, is as follows:
Baldwin Technology Company, Inc.
Board of Directors
Annual Compensation Comparison
Prior Fee Revised Fee
Schedule Schedule
------------ -----------
ANNUAL RETAINER $16,000 $24,000
PER MEETING FEE $1,000 $1,500
COMMITTEE CHAIR
Audit Committee $1,000/qtr. $1,000/qtr.
Compensation Committee $500/qtr. $500/qtr.
Lead Director $500/qtr. $1,000/qtr.
STOCK-BASED AWARDS
Annual grants with 3-year vesting schedule 5,000 shares* $10,000**
* Grants of Stock Options under the Company's 1996 Stock Option Plan.
** Grants of Restricted Stock (or Units) under the Company's 2005 Equity
Compensation Plan.
The revised fee schedule was the result of an annual review undertaken by the
Committee in accordance with its charter. The Committee was assisted in this
process by the Company's Director of Human Resources, who provided
recommendations based on studies and surveys from 2005, which were adopted by
the Committee, based upon review of recent surveys of director compensation
levels and practices by The Conference Board as well as a proxy analysis of
board compensation levels for various companies with revenues comparable to that
of the
Company. The changes in non-employee director compensation levels reflect an
increased time commitment for directors during the past few years and current
market practices.
ITEM 6. EXHIBITS
(a) Exhibits
31.01 Certification of the Principal Executive Officer pursuant to Exchange
Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
31.02 Certification of the Principal Financial Officer pursuant to Exchange
Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALDWIN TECHNOLOGY COMPANY, INC.
BY /s/ Vijay C. Tharani
-------------------------------------
Vijay C. Tharani
Vice President, Chief Financial
Officer and Treasurer
Dated: September 27, 2006