0000950123-01-507404.txt : 20011026
0000950123-01-507404.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950123-01-507404
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011113
FILED AS OF DATE: 20011019
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BALDWIN TECHNOLOGY CO INC
CENTRAL INDEX KEY: 0000805792
STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555]
IRS NUMBER: 133258160
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09334
FILM NUMBER: 1762407
BUSINESS ADDRESS:
STREET 1: 40 RICHARDS AVENUE
STREET 2: ONE NORWALK WEST
CITY: NORWALK
STATE: CT
ZIP: 06854
BUSINESS PHONE: 2038387470
MAIL ADDRESS:
STREET 1: 40 RICHARDS AVENUE
CITY: NORWALK
STATE: CT
ZIP: 06854
DEF 14A
1
y54092def14a.txt
BALDWIN TECHNOLOGY COMPANY INC
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:
[ ] 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-12
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 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
BALDWIN TECHNOLOGY COMPANY, INC.
12 Commerce Drive
Shelton, CT 06484
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 2001
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology Company, Inc. (the
"Company") will be held at the Trumbull Marriott, 180 Hawley Lane, Trumbull,
Connecticut on the 13th day of November, 2001 at 10:00 a.m., Eastern Standard
Time, for the following purposes:
1. To elect three Class II 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 28,
2001, 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 Trumbull Marriott, 180 Hawley Lane,
Trumbull, Connecticut.
By Order of the Board of Directors.
Helen P. Oster
Secretary
Shelton, Connecticut
October 18, 2001
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.
BALDWIN TECHNOLOGY COMPANY, INC.
PROXY STATEMENT
Shelton, Connecticut
October 18, 2001
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Baldwin Technology Company, Inc., a Delaware corporation (the
"Company" or "Baldwin"), for use only at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Trumbull Marriott, 180 Hawley Lane,
Trumbull, Connecticut on the 13th day of November, 2001 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 19, 2001.
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."
VOTING SECURITIES
The Board of Directors has fixed the close of business on September 28,
2001 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 28, 2001 consisted of 12,863,047 shares of
Class A Common Stock and 1,810,883 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 that will constitute 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 28, 2001 the number of outstanding shares of Class B
Common Stock constituted approximately 12.34% 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
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, 2001
(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
current 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.
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
------------------- ---------- ---------- ---------- -------
Gabelli Asset Management, Inc.(2).... 1,534,400 0 11.87%+ --
One Corporate Center
Rye, New York 10580
Paradigm Capital Management,
Inc.(3)............................ 1,369,300 0 10.6%+ --
Nine Elk Street
Albany, New York 12207
Royce & Associates, Inc.(4).......... 1,133,600 0 8.62%+ --
1414 Avenue of the Americas
New York, New York 10019
Dimensional Fund Advisors Inc.(5).... 984,100 0 7.35%+ --
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Akira Hara(6)........................ 922,085(7) 345,600(8) 7.07% 18.23%
Baldwin Japan Limited
2-4-34 Toyo, Kohtoh-ku
Tokyo 135, Japan
Gerald A. Nathe(6)................... 317,000(7)(9) 405,144(8) 2.41% 21.37%
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484
Wendell M. Smith(10)................. 790,534 524,923(11) 5.9%+ 29%(11)
10 Manor House
Smith's FL07, Bermuda
Peter E. Anselmo..................... 162,039(7)(12) 24,000 1.25% 1.33%
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484
Jane G. St. John(13)................. 4,800 404,864 * 22%
P.O. Box 3236
Blue Jay, California 92317
3
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
------------------- ---------- ---------- ---------- -------
M. Richard Rose(6)................... 52,471(7) 20,765(8) * 1.15%
4606 Willow Cove
Geneva, New York 14456
Judith A. Mulholland(6).............. 48,582(7)(14) 418(8) * *
4301 Silver Fox Drive
Naples, Florida 34119
Vijay C. Tharani..................... 43,404(12) 10,000(16) * *
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484
Samuel B. Fortenbaugh III(6)......... 29,235(7) 765(8) * *
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
John T. Heald, Jr.(6)................ 17,492(7)(12) 375,213(8)(16) * 17.16%
Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, Connecticut 06484
Henry F. McInerney(6)................ 15,000 0 * --
Verification Technologies
85 Westbrook Road
Centerbrook, Connecticut 06409
Mark T. Becker(17)................... 10,000 0 * --
SAPPI Fine Paper Company
225 Franklin Street, 28th Floor
Boston, Massachusetts 02110
Ralph R. Whitney, Jr.(6)............. 9,235(7) 100,765(8) * 5.56%
Hammond Kennedy Whitney & Co., 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)(18)......................... 1,626,543(7)(9) 1,282,670(8)(16) 12% 65%
(12)(14)(15)
---------------
* = Less than 1%.
+ = Ratios calculated by fund Owners at different times (not as of Aug. 31).
(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.
Except as otherwise noted, 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
4
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,
1,267,685 -- 9.47%; Mr. Nathe, 722,144 -- 5.32%; Mr. Heald,
392,705 -- 2.95%; Mr. Anselmo, 186,039 -- 1.43%; and, with less than 1%,
Dr. Rose, 73,236; Mr. Fortenbaugh, 30,000; Ms. Mulholland, 49,000; Mr.
Whitney, 110,000; Mr. Tharani, 53,404; Mr. McInerney, 15,000; and as to all
executive officers and directors of the Company as a group,
2,909,213 -- 19.74%.
(2) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 11 to Schedule 13D dated December 21, 2000 filed with the SEC reporting
beneficial ownership of securities of the Company held by affiliates of the
beneficial owner.
(3) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 3 to Schedule 13G dated January 9, 2001 filed with the SEC reporting
beneficial ownership of securities of the Company held by the beneficial
owner, a registered investment advisor.
(4) Amount and Nature of Ownership and Percent of Class is based on Schedule
13G dated February 7, 2001 filed with the SEC reporting beneficial
ownership of securities of the Company held by the beneficial owner (the
other member of its Group, holds 20,000 shares or 0.15%).
(5) Amount and Nature of Ownership and Percent of Class is based on Amendment
No. 1 to Schedule 13G dated February 2, 2001 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, 2000.
(6) Member of the Board of Directors of the Company.
(7) Includes shares of Class A Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Hara, 173,667 shares; Mr.
Nathe, 296,000 shares; Dr. Rose, 7,471 shares; Mr. Fortenbaugh, 9,235
shares; Ms. Mulholland, 6,582 shares; Mr. Whitney, 9,235 shares; Mr. Heald,
4,787 shares; Mr. Anselmo, 80,833 shares; and as to all executive officers
and directors of the Company as a group, 587,810 shares.
(8) Includes shares of Class B Common Stock subject to options which are
exercisable within 60 days as follows -- Mr. Hara, 85,000 shares; Mr.
Nathe, 85,000; Dr. Rose, 765 shares; Mr. Fortenbaugh, 765 shares; Ms.
Mulholland, 418 shares; Mr. Whitney, 765 shares; Mr. Heald, 213 shares; and
as to all executive officers and directors of the Company as a group,
172,926 shares.
(9) Includes 21,000 shares of Class A Common Stock held jointly with Mr.
Nathe's wife; does not include 160,000 shares which may be issued pursuant
to Mr. Nathe's employment agreement with the Company as more fully
described in the Employment Agreements section below.
(10) Amount and Nature of Ownership and Percent of Class A Common Stock is
calculated assuming conversion of shares of Class B Common Stock and is
based on Amendment No. 12 to Schedule 13G dated February 6, 2001 filed with
the SEC reporting beneficial ownership of securities of the Company held by
the beneficial owner as of December 31, 2000.
(11) Amount and Percent of Class was calculated based on information set forth
in SEC filing referenced in Note 10 above and Class B Stock outstanding on
the record date.
(12) Includes shares held in the account of the beneficial owner in the
Company's profit sharing and savings plan, as of September 28, 2001 as
follows: Mr. Anselmo, 3 shares; Mr. Tharani, 1,704 shares and Mr. Heald,
2,005 shares.
5
(13) The record owner of 24,000 shares of Class B Common Stock is Mrs. St.
John's husband, John G. St. John, formerly an employee of the company; also
includes 4,800 shares of Class A Common Stock held by Mr. and Mrs. St. John
as custodians for their children.
(14) Includes 2,000 shares held jointly with Ms. Mulholland's husband.
(15) Includes purchases of Class A Common Stock made during October, 2001 as
follows: Mr. Becker, 10,000 shares; Ms. Mulholland, 5,000 shares.
(16) Includes purchases of Class B Common Stock made during October, 2001 as
follows: Mr. Tharani, 10,000 shares, Mr. Heald, 375,000 shares; percent of
shares of Class B Common Stock owned for Mr. Heald is as of October 17,
2001.
(17) Nominee for Director.
(18) Does not include shares of Class A Common Stock owned by Harold W.
Gegenheimer, Chairman Emeritus of the Company; does not include shares
owned by S. Roger Johansson, who resigned as a Vice President of the
Company on September 26, 2001.
To the knowledge of the Company, no arrangement exists, the operation of
which might result in a change in control of the Company.
6
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation, the Board of Directors
(the "Board") 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. Mulholland, 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, except Henry F. McInerney, who
was elected to the Board by the Board as a Class II Director in February 2001.
At this year's Annual Meeting, three Directors will be elected to Class II.
If elected, their new terms will expire at the Annual Meeting in 2004. Gerald A.
Nathe and Henry F. McInerney, who are currently Class II Directors, have been
nominated to serve as Class II Directors, and may be elected by a plurality vote
of the outstanding shares of Class A and Class B Common Stock present, in person
or by proxy, and entitled to vote at the meeting, voting together as a single
class. M. Richard Rose, who is currently a Class II Director, is not standing
for re-election. Mark T. Becker, who is not currently a Director of the Company,
has been nominated to serve as a Class II Director and may be elected by a
plurality vote of the outstanding shares of Class A Common Stock present, in
person or by proxy, and entitled to vote at the meeting.
The Board of Directors knows of no reason why any nominee for Director
would be unable to serve as a Director. If any nominee should for any reason be
unable to serve, the shares represented by all valid proxies not containing
contrary instructions may be voted for the election of such other person as the
Board may recommend in place of a nominee that is unable to serve.
Set forth below are the names of all continuing Directors and nominees and
certain biographical information with respect to each such continuing Director
and nominee.
NOMINEES FOR ELECTION AT THE 2001 ANNUAL MEETING:
CLASS II
Gerald A. Nathe, age 60, has served as Chairman of the Board of the Company
since February, 1997, as Chief Executive Officer since October 1995, and as a
Director since 1987. He was President from August 1993 through March 2001 and
served as a Vice President of the Company from July, 1990 through August, 1993.
Mark T. Becker, age 42, is a nominee for Director of the Company. Since
2000, Mr. Becker has been Vice President and Chief Financial Officer of Sappi
Fine Paper NA, a subsidiary of Sappi Ltd., an international producer of coated
woodfree paper, dissolving pulp and forest products. From 1998 through 2000, Mr.
Becker served as Chief Financial Officer of Sealed Air Corporation-Europe, a
leading global manufacturer of protective and specialty packaging materials and
systems. He was Chief Financial Officer -- Europe of W.R. Grace & Co. from 1996
through 1998.
Henry F. McInerney, age 61, has been a Director of the Company since
February, 2001. He is Chairman and Chief Executive Officer of Verification
Technologies, Inc., a private company which markets technology
7
to protect brand equity through detection of counterfeit products and packaging
as well as product diversion. From 1995 through 1998, Mr. McInerney was Chief
Executive Officer of Earthgro, Inc. From 1984 to 1996, he served as President
and Chief Executive Officer of Tetley, Inc., was Chairman of Tetley Canada and
served on the Board of J. Lyons in the U.K.
CONTINUING DIRECTORS:
CLASS III (Term will expire at the 2002 Annual Meeting)
Akira Hara, age 66, is currently the Chief Innovation Officer of the
Company. He has served as a Director of the Company and as President of Baldwin
Asia Pacific Corporation since 1989. He was a Vice President of the Company from
1989 through 1999. 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 66, 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 PLC., a manufacturer of bimetal fuses
and sensing devices for the automobile industry, Dura Automotive Systems, Inc.,
an automobile parts manufacturer, Relm Communications, a wireless communications
company, and Reinhold Industries, Inc., a composites 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 56, was elected President and Chief Operating
Officer of the Company in March, 2001. He has served as a Director of the
Company since 1996. From 1999 through 2000, Mr. Heald was Executive Vice
President of Operations for Sappi Fine Paper NA, a subsidiary of Sappi Ltd.,, an
international producer of coated woodfree paper, dissolving pulp and forest
products. He 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, Mr.
Heald was Senior Vice President of the Converting Group of Union Camp
Corporation. He also serves as a director of American Nutrition, Inc., a pet
food manufacturing company.
CLASS I (Term will expire at the 2003 Annual Meeting)
Samuel B. Fortenbaugh III, age 67, 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. Mr. Fortenbaugh also serves as a director of Security Capital
Corporation, an employer cost containment-related services, educational services
and seasonal products company located in Greenwich, Connecticut.
Judith A. Mulholland, age 59, has been a Director of the Company since
1994. She is a retired graphic arts industry executive. Until December, 1996,
Ms. Mulholland was Vice President of Courier Corporation, a book printer. Ms.
Mulholland joined Courier in 1990 as founder and President of The Courier
Connection, an electronic integrated publishing service bureau, which is a
division of Courier Corporation.
8
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and executive officers of the Company are as follows:
NAME POSITION
---- --------
Gerald A. Nathe...................... Chairman of the Board, Chief Executive Officer and
Director(1)
John T. Heald, Jr. .................. President, Chief Operating Officer and Director(1)
Vijay C. Tharani..................... Vice President, Chief Financial Officer and Treasurer
Peter E. Anselmo..................... Vice President
Akira Hara........................... Director(1)
Samuel B. Fortenbaugh III............ Director(2)(3)
Henry F. McInerney................... Director(3)
Judith A. Mulholland................. Director(2)
M. Richard Rose...................... Director(2)
Ralph R. Whitney, Jr................. Director(1)(3)
---------------
(1) Member of the Executive Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
Vijay C. Tharani, age 38, has been Vice President, Chief Financial Officer
and Treasurer of the Company since July 9, 2001. Previously, Mr. Tharani was
Vice President and Chief Financial Officer at Weigh-Tronix, LLC, a manufacturer
of industrial weighing systems. From 1995 to 1998, Mr. Tharani was Vice
President of Finance for the International Division of Fisher Scientific, Inc.,
a global distributor of laboratory chemicals, supplies and equipment.
Peter E. Anselmo, age 55, has been a Vice President of the Company since
November, 1999. He is currently President of the Company's Newspaper Group and
its Commercial Group; previously, he was Vice President -- Marketing and
Business Development. During 1999, he was President of the Graphic Products and
Controls Group of the Company. During 1997 and 1998, Mr. Anselmo served as Vice
President of the Graphic Products and Controls Group. He was President of the
Stamford Division of the Company (Baldwin Graphic Products) from 1983 through
1997.
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
9
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, 2001, the Board held four
regularly scheduled meetings. Each of the Directors attended at least 75% of the
meetings of the Board and the Committees on which they serve.
The Board of Directors has determined that all of the members of the Audit
Committee are "independent," as defined by the rules of the American Stock
Exchange.
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 they attended of the Board of
Directors or the Committee on which they serve during the fiscal year ended June
30, 2001. However, no fee is paid for Committee meetings held in conjunction
with Board meetings.
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 22,310 shares of Class A Common Stock
and 2,926 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 options to purchase 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 (the "1998 Plan") was adopted at
the 1998 Annual Meeting of Stockholders. 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 51,000 shares of Class A Common
Stock have been granted, of which options to purchase 45,000 shares of Class A
Common Stock remain outstanding, at exercise prices ranging from $1.50 to $5.50
per share. Of the current Directors of the Company who received option grants
under the 1998 Plan, five Directors were granted options to purchase 9,000
shares each.
Two employee Directors, Gerald A. Nathe and John T. Heald, have employment
agreements with the Company. These agreements are described in detail in the
Employment Agreements section below.
10
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, 2001, the Executive Committee adopted a charter. During the
fiscal year ended June 30, 2001, the Executive Committee met five times and
acted by written consent six times. The Executive Committee presently consists
of Gerald A. Nathe, (Chair), John T. Heald, Jr., Akira Hara and Ralph R.
Whitney, Jr.
AUDIT COMMITTEE
The Audit Committee assists the Board in ensuring that a proper system of
accounting, internal controls and reporting practices are maintained by the
Company and the quality and integrity of the Company's financial statements.
During the fiscal year ended June 30, 2001, the Audit Committee met five times.
During the fiscal year ended June 30, 2000, the Audit Committee adopted a
charter which was attached to the Company's Proxy Statement dated October 15,
2000 as Exhibit A. The Audit Committee presently consists of Ralph R. Whitney,
Jr., (Chair), Henry F. McInerney and Samuel B. Fortenbaugh, III.
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, 2001, the Compensation and Stock Option
Committee adopted a charter. During the fiscal year ended June 30, 2001, the
Compensation and Stock Option Committee met five times. The Compensation and
Stock Option Committee presently consists of Samuel B. Fortenbaugh III, (Chair),
Judith A. Mulholland 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
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company has reviewed
and discussed the consolidated financial statements of the Company and its
subsidiaries set forth in the Company's 2001 Annual Report to Shareholders and
at Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001, with management of the Company and PricewaterhouseCoopers LLP,
independent accountants for the Company.
The Audit Committee has discussed with PricewaterhouseCoopers LLP the
matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended, which includes, among other
items, matters relating to the conduct of an audit of the Company's financial
statements.
The Audit Committee has received the written disclosures and the letter
from PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No. 1 and has discussed with PricewaterhouseCoopers LLP their
independence from the Company.
Based on the review and discussions with management of the Company and
PricewaterhouseCoopers LLP referred to above, the Audit Committee has
recommended to the Board of Directors that the Company publish the consolidated
financial statements of the Company and subsidiaries for the fiscal year ended
June 30, 2001 in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001 and in the Company's 2001 Annual Report to Shareholders.
THE AUDIT COMMITTEE
Ralph R. Whitney, Jr., Chairman
Samuel B. Fortenbaugh III
Henry F. McInerney
12
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, 2001 ("Fiscal 2001") 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 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. Starting with the fiscal year ended
June 30, 1998 through the fiscal year ended June 30, 2000, the Company operated
under a financial performance measurement system based on Economic Profit (EP)
which focused on return on capital; executive incentive compensation was based
on EP at the corporate, product group and business unit level and an overall
corporate-wide EP performance hurdle was established to ensure that Cash
Incentive Payments Plan (CIPP) were made only if the overall corporate-wide
hurdle was achieved. Effective July 1, 2000, the Company modified the CIPP and
introduced the Global Incentive Compensation Plan (GICP) which is designed to
motivate eligible participants to perform to their highest ability to achieve
and exceed targeted global results. Under the GICP, all Executive Officers and
key managers had their cash incentive compensation based on the achievement of
specific global targets for earnings per share (EPS) and operating cash flow
(OCF). As part of this plan, certain eligible employees also had a portion of
their cash incentive compensation based upon local performance criteria (e.g.,
sales targets, gross margin rate, etc.). Effective July 1, 2001, the Company
renamed the GICP to the Management Incentive Compensation Plan (MICP). While the
structure and details of the MICP remain largely unchanged from the GICP, the
MICP also incorporates personal objectives.
13
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 was calculated in
accordance with the GICP described in the Philosophy section above), 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 2001 COMPENSATION. In March of 2001, John T. Heald joined the
Company and was elected President and Chief Operating Officer. His base salary
is set by an employment agreement with the Company, effective as of March 21,
2001 (see the Employment Agreements section below). Due to the Company's overall
performance level, Mr. Heald did not earn a bonus for Fiscal 2001.
Mr. Johansson's base salary was set by an employment agreement with a
subsidiary of the Company, Baldwin Europe Consolidated Inc. ("BEC"), effective
October 16, 1997 (see the Employment Agreements section below). During Fiscal
2001, Mr. Johansson received an increase of four (4%) percent in his base salary
for Fiscal 2001. Mr. Johansson also participated in the Company's GICP and had a
portion of his cash incentive based on the results of the Material Handling
Group of the Company and a portion based on the Company's overall results. Due
to the results of the Material Handling Group and the Company's overall
performance level, Mr. Johansson did not earn a bonus for Fiscal 2001. Mr.
Johansson's employment with the Company terminated on September 26, 2001 with
the sale of the Company's Roll Handling Business.
In November of 1999, Peter E. Anselmo was elected a Vice President of the
Company. His base salary is set by an employment agreement with the Company,
effective as of April 27, 2000 (see the Employment Agreements section below).
During Fiscal 2001, Mr. Anselmo received an increase of five (5%) percent in his
base salary for Fiscal 2001, plus an additional nine (9%) percent adjustment
based upon the results of a market compensation study made by the Company's
compensation consultants. Due to the Company's overall performance level, Mr.
Anselmo did not earn a bonus for Fiscal 2001.
In November of 1999, Mr. Michael R. Samide joined the Company and was
elected Executive Vice President and Chief Operating Officer. His base salary
was set by an employment agreement with the Company, effective as of November
10, 1999 (see the Employment Agreements section below). During Fiscal 2001, Mr.
Samide did not receive an increase in his base salary, nor did he earn a bonus.
His employment with the Company terminated March 20, 2001.
In November of 1999, Mr. Lawrence M. Miller was elected a Vice President of
the Company. His base salary was set by an employment agreement with the
Company, effective as of February 9, 2000 (see the Employment Agreements section
below). During Fiscal 2001, Mr. Miller did not receive an increase in his base
salary, nor did he earn a bonus. His employment with the Company terminated June
9, 2001.
In January of 2000, Mr. James M. Rutledge joined the Company and was
elected Vice President, Chief Financial Officer and Treasurer. His base salary
was set by an employment agreement with the Company, effective as of January 31,
2000 (see the Employment Agreements section below). During Fiscal 2001, Mr.
Rutledge did not receive an increase in his base salary, nor did he earn a
bonus. His employment with the Company terminated July 6, 2001.
14
CEO Disclosure
Mr. Nathe's base salary is set by his employment agreement with the Company
(see the Employment Agreements section below). During Fiscal 2001, Mr. Nathe did
not earn a bonus. His base pay was decreased approximately ten (10%) percent due
to his relinquishment of the title of President and a change in his
responsibilities. In Fiscal 2001, the Committee forgave an interest payment due
from Mr. Nathe in the amount of $128,000 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.
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 with respect to the fiscal year ending June 30, 2001 ("Fiscal
2001") 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 stock options granted under the 1996 Stock Option
Plan have an exercise price which is the fair market value of the stock on the
date of grant and that such options qualify as "performance-based compensation"
under Section 162(m) of the Code).
THE COMPENSATION AND STOCK OPTION
COMMITTEE
Samuel B. Fortenbaugh III, Chairman
Judith A. Mulholland
M. Richard Rose
15
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, 2001, 2000 and 1999,
respectively, and includes remuneration in respect of all elements indicated
from all sources, including affiliates of the Company.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION COMPENSATION
------------------ ---- -------- -------- ------------ ------------
Gerald A. Nathe......................... 2001 $328,027 --0-- $ 36,044(2)(3) $130,155(4)
Chairman of the Board 2000 $345,504 --0-- $101,886
and Chief Executive Officer 1999 $343,607 --0-- $107,615
John T. Heald, Jr.(5)................... 2001 $107,692 --0-- (2) --0--
President and Chief Operating Officer
S. Roger Johansson(6)................... 2001 $136,975 --0-- (2)(7) --0--
formerly Vice President 2000 $159,466 --0-- --0--
1999 $138,263 --0-- --0--
James M. Rutledge(8).................... 2001 $207,759 --0-- (7) $221,654(9)
formerly Vice President, 2000 $ 84,634 --0-- $ 21,861 $ 2,400
Chief Financial Officer and Treasurer
Peter E. Anselmo........................ 2001 $223,887 --0-- $ 54,411(10) $ 53,033(11)
Vice President 2000 $221,973 $5,322 $161,021 $ 2,400
Lawrence M. Miller(12).................. 2001 $161,930 --0-- (7) $179,715(13)
formerly Vice President, 2000 $155,893 --0-- $ 35,669 $ 2,400
Sales and Service
Michael R. Samide(14)................... 2001 $167,019 --0-- (7) $250,370(15)
formerly Executive Vice 2000 $145,385 --0-- $ 55,556 $ 2,400
President and Chief Operating Officer
---------------
(1) No bonuses were earned for Fiscal 2001.
(2) Does not include retirement benefits as set forth in the Supplemental
Retirement Benefits section below.
(3) Includes $6,568 long-term disability, $5,341 legal fees, $22,190 life
insurance and $1,944 auto allowance.
16
(4) Includes $1,935 moving expenses and $128,220 forgiveness of interest
payments due to the Company during Fiscal 2001.
(5) Employment commenced March 21, 2001.
(6) Employment terminated September 26, 2001.
(7) 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.
(8) Employment terminated July 6, 2001.
(9) Includes $200,044 severance pay, $11,610 payout of supplemental retirement
benefits and $10,000 outplacement services.
(10) Includes $205 long-term disability, $1,340 life insurance, $2,466 auto
allowance and $50,400 deferred compensation.
(11) Represents payout of accrued but unused vacation pay.
(12) Employment terminated June 9, 2001.
(13) Includes $170,040 severance pay and $9,675 payout of supplemental
retirement benefits.
(14) Employment terminated March 20, 2001.
(15) Includes $225,000 severance pay, $15,050 moving expenses and $10,320 payout
of supplemental retirement benefits.
17
There were no options granted during Fiscal 2001 to purchase shares of
Class A Common Stock or Class B Common Stock of the Company, pursuant to the
Company's 1996 Stock Option Plan (the "Plan").
The following table provides information concerning each option exercised
during Fiscal 2001 by each of the executive officers named in the Summary
Compensation Table and the fiscal year-end values of unexercised options held by
such executive officers pursuant to the Plan or pursuant to the Company's 1986
Stock Option Plan:
AGGREGATED OPTION EXERCISES IN FISCAL 2001
AND YEAR-END OPTION VALUES
VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS/ SARS
NUMBER OF UNEXERCISED AT FY-END($)(2)
OPTIONS/SARS ---------------
SHARES AT FY-END(#)
ACQUIRED ON VALUE -------------------------- EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE/ UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- -------------------------- ---------------
G.A. Nathe...................... -0- -0- 290,500/11,000 Class A $0 / $0 Class A
185,000/0 Class B $0 / $0 Class B
J.T. Heald...................... -0- -0- 0/0 Class A $0 / $0 Class A
J.M. Rutledge................... -0- -0- 0/40,000 Class A $0 / $0 Class A
P. Anselmo...................... -0- -0- 68,333/16,667 Class A $0 / $0 Class A
S.R. Johansson.................. -0- -0- 100,000/20,000 Class A $0 / $0 Class A
100,000/0 Class B $0 / $0 Class B
L.M. Miller..................... -0- -0- 0/0 Class A $0 / $0 Class A
M.R. Samide -0- -0- 0/0 Class A $0 / $0 Class A
---------------
(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 2001 ($1.20), or in
the case of Class B stock, 125% of such fair market value of the Company's
Class A Common Stock ($1.50).
SUPPLEMENTAL RETIREMENT BENEFITS
Each of Messrs. Nathe, Heald, Rutledge, Anselmo, Miller, Samide 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, with the annual benefit equal to 40% to 50% of Mr.
Nathe's final average compensation for his last three (3) years employment. The
amount accrued by the Company on behalf of Mr. Nathe in connection with this
benefit during FY2001 was $180,136. The Company and Mr. Nathe have agreed to
amend the employment agreement to, among other things, fix the amount of the
annual benefit at 40% of the average total compensation paid to Mr. Nathe during
the fiscal years ended June 30, 1998, 1999 and 2000; therefore, the annual
benefit will be $174,649.
18
Mr. Heald'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. Heald's final
average compensation for his last three (3) years under his employment
agreement. The amount accrued by the Company on behalf of Mr. Heald in
connection with this benefit during FY2001 was $7,176. When fully vested, the
estimated annual benefit will be $143,529.
Mr. Rutledge's employment agreement provided for supplemental retirement
benefits to be paid to him or his estate for 10 years, upon termination of his
employment and subject to a vesting schedule as set forth in said employment
agreement. The discounted present value of all amounts vested, $11,610, was paid
to Mr. Rutledge upon termination of his employment with the Company on July 6,
2001 and is included in "All Other Compensation" for Mr. Rutledge in the Summary
Compensation Table above.
Mr. Anselmo's employment agreement provides for supplemental retirement
benefits to be paid to him or his estate for 10 years, upon termination of his
employment and subject to a vesting schedule as set forth in said employment
agreement. The amount accrued by the Company on behalf of Mr. Anselmo in
connection with this benefit during FY2001 was $50,400 which has been included
in "Other Annual Compensation" for Mr. Anselmo in the Summary Compensation Table
above.
Mr. Miller's employment agreement provided for supplemental retirement
benefits to be paid to him or his estate for 10 years, upon termination of his
employment and subject to a vesting schedule as set forth in said employment
agreement. The discounted present value of all amounts vested, $9,675, was paid
to Mr. Miller upon termination of his employment with the Company on June 9,
2000 and is included in "All Other Compensation" for Mr. Miller in the Summary
Compensation Table above.
Mr. Samide's employment agreement provided for supplemental retirement
benefits to be paid to him or his estate for 10 years, upon termination of his
employment and subject to a vesting schedule as set forth in said employment
agreement. The discounted present value of all amounts vested, $10,320 was paid
to Mr. Samide upon termination of his employment with the Company on March 20,
2001 and is included in "All Other Compensation" for Mr. Samide in the Summary
Compensation Table above.
As required by Swedish law, Mr. Johansson was 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 was 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 also made voluntary contributions to the plan which could allow Mr.
Johansson to retire at age 57 and receive the same amount of pension. The amount
accrued by the Company on behalf of Mr. Johansson in connection with this
benefit during FY2001 was $60,352. The estimated annual benefit, including
amounts arising from Mr. Johansson's voluntary contribution, is approximately
$80,000.
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.
19
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, 2001 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: 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, 1996 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
BALDWIN TECHNOLOGY
COMPANY, INC. PEER GROUP AMEX MARKET VALUE
------------------ ---------- -----------------
1996 100.00 100.00 100.00
1997 80.70 84.82 107.33
1998 164.91 69.86 134.64
1999 82.46 55.07 151.76
2000 59.65 65.32 178.74
2001 33.68 39.83 177.21
20
EMPLOYMENT AGREEMENTS
Effective March 19, 2001, the Company entered into a new employment
agreement with Gerald A. Nathe, its then President and Chief Executive Officer,
replacing an earlier agreement dated November 25, 1997. The new agreement
provides that Mr. Nathe will be paid (x) an annual salary of no less than
$333,900, (y) annual incentive compensation in an amount determined under the
Company's Executive and Key Person Cash Incentive Program (now known as the
Management Incentive Compensation Plan), 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, (Mr. Nathe subsequently resigned as President,
agreed to relinquish in November 2001 the title of Chief Executive Officer and
approved the election of John T. Heald, Jr., as President and, in November,
2001, and Chief Executive Officer), (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, (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 one hundred sixty
thousand shares of the Company's Class A Common Stock, in four 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
$7.875 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. 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. The employment agreement
provides that upon Mr. Nathe's death the Company use a portion of the proceeds
of life insurance on Mr. Nathe's life to buy back from his estate his shares of
Class B Common Stock at fair market value, with the understanding that Mr.
Nathe's estate repay his loan from the Company, together with interest due. The
Company and Mr. Nathe have agreed to amend the employment agreement to, among
other things, change Mr. Nathe's title and responsibilities, reduce the amount
of compensation paid to him and fix the payout of his deferred compensation as
set forth in the Supplemental Retirement Section above.
21
Effective March 21, 2001, the Company entered into an employment agreement
with John T. Heald, its President and Chief Operating Officer, which agreement
provides that Mr. Heald will be paid (x) an annual salary of no less than
$350,000, (y) annual incentive compensation in an amount determined under the
Company's Executive and Key Person Cash Incentive Program (now known as the
Management Incentive Compensation Plan), and (z) certain amounts upon
termination of employment, such amounts to depend upon whether the termination
was by the Company or by Mr. Heald, 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. Heald or the election of any other person as President or Chief
Operating 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. Heald's approval, Mr. Heald 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. Heald 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. Heald, in the amount of approximately $675,000 to facilitate the purchase by
Mr. Heald from the Company of Class B Common Stock of the Company with the loan
secured by a pledge of the purchased shares of the Company's Class B Common
Stock. Mr. Heald 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. Mr. Heald's employment
agreement provides that, in the event of his death, the Company use a portion of
the proceeds of life insurance on Mr. Heald's life to buy back from his estate
his shares of Class B Common Stock at their then fair market value, with the
understanding that Mr. Heald's estate repay his loan from the Company, together
with interest due. The employment agreement was amended on October 17, 2001 to
reflect the loan by the Company to Mr. Heald of $675,000 to facilitate the
purchase by Mr. Heald from the Company of 375,000 shares of Class B Common Stock
of the Company. The Company and Mr. Heald have agreed to further amend the
employment agreement to provide, among other things, for the change in Mr.
Heald's title to Chief Executive Officer, effective in November, 2001.
Effective April 27, 2000, the Company entered into an employment agreement
with Peter E. Anselmo, its Vice President, Marketing and Business Development.
The employment agreement provides for (a) a minimum annual base salary of
$210,444 to be paid to Mr. Anselmo, (b) incentive compensation under the
Company's Executive and Key Person Cash Incentive Program (now known as the
Management Incentive Compensation Plan), (c) supplemental retirement benefits
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 is for a term of three years unless extended or
terminated. The agreement was amended on March 28, 2001 to provide that Mr.
Anselmo could use the Company loans to purchase shares of either Class A Common
Stock or Class B Common Stock of the Company.
22
Effective November 10, 1999, the Company entered into an employment
agreement with Michael R. Samide, its Executive Vice President and Chief
Operating Officer. The employment agreement provided for (a) a minimum annual
base salary of $225,000 to be paid to Mr. Samide, (b) incentive compensation
under the Company's Executive and Key Person Cash Incentive Program (now known
as the Management Incentive Compensation Plan), (c) supplemental retirement
benefits 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 was for a term of three years unless
extended or terminated. The Company and Mr. Samide mutually terminated the
agreement on March 20, 2001.
Effective February 7, 2000, the Company entered into an employment
agreement with Lawrence M. Miller, its Vice President, Sales and Service. The
employment agreement provided for (a) a minimum annual base salary of $170,000
to be paid to Mr. Miller, (b) incentive compensation under the Company's
Executive and Key Person Cash Incentive Program (now known as the Management
Incentive Compensation Plan), (c) supplemental retirement benefits 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 was for a term of three years unless extended or terminated. The
Company and Mr. Miller mutually terminated the agreement on June 9, 2001.
Effective January 31, 2000, the Company entered into an employment
agreement with James M. Rutledge, its Vice President, Chief Financial Officer
and Treasurer. The employment agreement provided for (a) a minimum base salary
of $200,000 to be paid to Mr. Rutledge, (b) incentive compensation under the
Company's Executive and Key Person Cash Incentive Program (now known as the
Management Incentive Compensation Plan), (c) supplemental retirement benefits
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 was for a term of three years unless extended or
terminated. The Company and Mr. Rutledge mutually terminated the agreement on
July 6, 2001.
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 provided 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
(now known as the Management Incentive Compensation Plan), (c) guaranteed
pension, health insurance and group insurance as customary in Sweden, and (d)
the option of early retirement at age fifty-seven (57). The agreement was for a
term of one-year and was automatically renewable for subsequent one (1) year
periods unless canceled by either party. Effective September 26, 2001, Mr.
Johansson terminated his employment with BEC and resigned as an officer of the
Company on September 26, 2001 when the Company completed the sale of the Roll
Handling Group.
23
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. The loan was 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 amount of the loan outstanding,
including interest, during the year ended June 30, 2001 was $1,644,000. During
the year ended June 30, 2001, the Company forgave interest payments owing by Mr.
Nathe in the amount of $128,000, which amount is included for Mr. Nathe in "All
Other Compensation" in the Summary Compensation Table above.
On October 17, 2001, the Company entered into a loan and pledge agreement
with John T. Heald, Jr., President and Chief Operating Officer and a Director of
the Company, pursuant to which the Company loaned Mr. Heald $675,000 to enable
him to purchase 375,000 shares of Class B Common Stock from the Company. The
loan was evidenced by a demand promissory note bearing interest at five (5%)
percent per annum.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP audited the accounts of the Company for the
fiscal year ending June 30, 2001. PricewaterhouseCoopers LLP or its predecessor,
Price Waterhouse LLP has audited the accounts of the Company since 1968. The
aggregate fees billed for professional services rendered for the audit of the
Company's annual financial statements for the fiscal year ended June 30, 2001,
and for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year, were $547,961. The
aggregate fees billed by PricewaterhouseCoopers LLP for services rendered to the
Company, other than audit fees, for the fiscal year ended June 30, 2001 were
$395,566. The vast majority of these fees relate to audit and tax activities in
support of the Company. The Audit Committee considered the fees for non audit
services in relation to their assessment of the independence of
PricewaterhouseCoopers LLC. The Company paid no fees to PricewaterhouseCoopers
LLC for financial information systems design and implementation.
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.
24
STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the Company's 2002
proxy statement provided they are received by the Company no later than June 21,
2002 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORT COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than 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 2000, to the best of the Company's
knowledge, all required reports were filed on a timely basis, except one. Mr.
John T. Heald, Jr. filed one late report for a purchase of the Company's
securities. 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
25
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 2001
CLASS A COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and JOHN T. HEALD, JR., 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 Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 13, 2001 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.
With- For All
For hold Except
1. To elect three Class II Directors to [ ] [ ] [ ]
serve for three-year terms or until their
successors are elected and qualified:
GERALD A. NATHE, HENRY F. MCINERNEY AND MARK T. BECKER
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. ------------------------> [ ]
Date
Please be sure to sign and date
this Proxy in the box below. ----------------------
Stockholder sign above --------Co-holder (if any) sign above
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 full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-------------------------------------------
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-------------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 2001
CLASS B COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and JOHN T. HEALD, JR., 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 Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 13, 2001 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.
With- For All
For hold Except
1. To elect two Class II Directors to [ ] [ ] [ ]
serve for three-year terms or until their
successors are elected and qualified:
GERALD A. NATHE AND HENRY F. MCINERNEY
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. ------------------------> [ ]
Date
Please be sure to sign and date
this Proxy in the box below. ----------------------
Stockholder sign above --------Co-holder (if any) sign above
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 full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-------------------------------------------
-------------------------------------------
-------------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 2001
401(k) PLAN
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and JOHN T. HEALD, JR., 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 Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 13, 2001 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.
With- For All
For hold Except
1. To elect three Class II Directors to [ ] [ ] [ ]
serve for three-year terms or until their
successors are elected and qualified:
GERALD A. NATHE, HENRY F. MCINERNEY AND MARK T. BECKER
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. ------------------------> [ ]
Date
Please be sure to sign and date
this Proxy in the box below. ----------------------
Stockholder sign above --------Co-holder (if any) sign above
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 full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-------------------------------------------
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