-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElSssYpRFqYmaW6mgwtRftazP/CPdznFGzma55q4rKzg8eRdpmvJDzJpmpaDek5X i3edt6KSFrqMNxp1MLbGQg== 0000950123-02-007831.txt : 20020813 0000950123-02-007831.hdr.sgml : 20020813 20020813132256 ACCESSION NUMBER: 0000950123-02-007831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020813 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09334 FILM NUMBER: 02728883 BUSINESS ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2034021000 MAIL ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 y63122e8vk.txt BALDWIN TECHNOLOGY COMPANY, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 12, 2002 ------------------------------------------------ Date of Report (Date of earliest event reported) BALDWIN TECHNOLOGY COMPANY, INC. -------------------------------- (Exact name of registrant as specified in its charter)
Delaware 1-9334 13-3258160 - ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)
Twelve Commerce Drive, Shelton, CT. 06484 ----------------------------------------------------- (Address of Principal Executive Offices and Zip Code) (203) 402-1000 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if changed since Last Report) 1 Item 5. Other Events On October 31, 2000, Baldwin Technology Company, Inc. ("Baldwin or the "Company") entered into a $35,000,000 Revolving Credit Facility (the "Credit Facility") with Fleet National Bank and First Union National Bank (collectively the "Banks"), which had an original scheduled maturity date of October 31, 2003. The Credit Facility consisted of a $25,000,000 Revolving credit line (the "Revolver") and a $10,000,000 credit line to be utilized for acquisitions, (the "Acquisition Line"). On January 28, 2002, following the divestiture of the roll handling group, the Credit Facility was amended (the "Amended Credit Facility"), which included the removal of the Acquisition Line, a reduction in the Revolver to $21,000,000, subject to a borrowing base, (the "Amended Revolver") and a change in the maturity date to October 1, 2002. In addition, $4,000,000 of the Amended Revolver was converted into a term loan (the "Term Loan"), which matured on June 28, 2002. The Banks had initially granted a forbearance of the collection of the indebtedness until August 12, 2002. This agreement has been renegotiated and grants the Company an extension of the forbearance period until October 1, 2002 in order to allow the Company additional time to complete alternative financing. The Company is currently negotiating with a number of alternative lenders to obtain a new credit facility with one or more of these alternative lenders. However, if alternative financing sources are not available, management will take additional actions to meet liquidity needs. Item 7. Financial Statements and Exhibits. (c) Exhibits 10.54 Second Amendment to the Forbearance Agreement dated August 12, 2002 among Baldwin Americas Corporation, Baldwin Europe Consolidated Inc., and Baldwin Asia Pacific Corporation, as Borrowers, and Baldwin Technology Company, Inc., Baldwin Technology Corporation, Baldwin Europe Consolidated BV, Baldwin Graphic Systems, Inc., Baldwin Kansa Corporation, Baldwin Germany GmbH and Baldwin Japan Ltd., as Guarantors, and Fleet National Bank and First Union National Bank as Lenders (filed herewith). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BALDWIN TECHNOLOGY COMPANY, INC. (REGISTRANT) By: /s/ VIJAY C. THARANI -------------------------------- VIJAY C. THARANI (CHIEF FINANCIAL OFFICER) Dated: August 12, 2002 3 EX-10.54 3 y63122exv10w54.txt SECOND AMENDMENT TO THE FORBEARANCE AGREEMENT EXHIBIT 10.54 As of August 12, 2002 Baldwin Americas Corporation Baldwin Europe Consolidated Inc. Baldwin Asia Pacific Corporation c/o Baldwin Technology Company, Inc. 12 Commerce Drive Shelton, CT 06484 Ladies and Gentlemen: This letter sets forth our further agreements with respect to that certain letter agreement, dated June 28, 2002, as amended by a subsequent letter agreement dated as of July 5, 2002 (collectively, the "FORBEARANCE AGREEMENT"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Forbearance Agreement or the Credit Agreement (as defined below), as the case may be), by and among Baldwin Americas Corporation, Baldwin Europe Consolidated Inc. and Baldwin Asia Pacific Corporation (collectively, the "BORROWERS"), Baldwin Technology Company, Inc., Baldwin Technology Corporation, Baldwin Consolidated Europe BV, Baldwin Graphics Systems, Inc., Baldwin Kansa Corporation, Baldwin Germany GmbH (formerly known as Baldwin German Capital Holding GmbH), Baldwin Grafotec GmbH (which merged with and into Baldwin German Capital Holding GmbH) and Baldwin Japan Ltd. (the "GUARANTORS"), Fleet National Bank ("FLEET") and First Union National Bank ("FIRST UNION", and together with Fleet, the "LENDERS"), relating to that certain Amended and Restated Credit Agreement, dated as of January 28, 2002, by and among the Borrowers, the Guarantors, the Lenders, Fleet, as Administrative Agent, and First Union, as Documentation Agent (as amended, modified, restated or otherwise supplemented from time to time, the "CREDIT AGREEMENT"). The Borrowers and the Guarantors (collectively, the "OBLIGORS") requested the Lenders to enter into the Forbearance Agreement in lieu of exercising any and all rights and remedies available to the Lenders under the Credit Agreement and the other Loan Documents as a result of the occurrence of the Existing Covenant Default and the expected occurrence of the Anticipatory Default. Pursuant to the Forbearance Agreement, the Lenders agreed, among other things, to forbear from collection of the Indebtedness until August 12, 2002. Each of the Obligors acknowledges that the Forbearance Agreement expires by its own terms on August 12, 2002. The Obligors have advised the Administrative Agent and the Lenders that they will not be able to obtain alternative financing for the purpose of refinancing all of the Indebtedness by August 12, 2002. Accordingly, the Obligors have requested the Administrative Agent and the Lenders to continue to forbear from collection of the Indebtedness until October 1, 2002 in order to allow the Obligors further and sufficient time to obtain alternative financing for the purpose of refinancing all of the Indebtedness. The Administrative Agent and the Lenders are willing to extend the Forbearance Period to October 1, 2002; subject, however, to the express 4 agreements and conditions set forth in the Forbearance Agreement and provided further that the Obligors shall pay $100,000 to the Administrative Agent, for the account of the Lenders, as a reduction of principal on the Term Loan Notes on the date hereof; and In consideration of and as a material inducement to the Lenders to enter into this Agreement, the Obligors acknowledge and agree to pay to the Lenders on the date hereof a nonrefundable fee (which shall be in addition to, and not in lieu of, any other fees which the Borrowers are required to pay to the Administrative Agent, the Lenders and/or the Issuing Lender under the Credit Documents) equal to 1/12th of 1% of the principal amount of the Indebtedness outstanding as of the date hereof on the date hereof. By their signatures below, the Guarantors acknowledge and consent to the accommodations being granted by the Administrative Agent and the Lenders hereunder, and further acknowledge and agree that the Guaranty Agreements remain in full force and effect and continue to apply to the Indebtedness, including without limitation, the Indebtedness as modified by this Agreement. This Agreement, the Forbearance Agreement and the other Credit and Forbearance Documents constitute the entire understanding and agreement among the parties hereto and supersede any prior or contemporaneous written or oral understanding with respect to the subject matter hereof. Except as expressly modified herein, the Forbearance Agreement and the other Credit and Forbearance Documents remain unmodified and in full force and effect in accordance with their terms. Time is of the essence regarding the matters addressed in this Agreement and the Forbearance Agreement, particularly with respect to payment dates, and the parties executing this Agreement acknowledge that the payment dates must be strictly enforced as material terms of this Agreement. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. If the foregoing is in accordance with your agreement, please indicate the same by signing below. If this Agreement is not executed fully and delivered to each of the parties hereto by no later than August 12, 2002, this Agreement shall not become effective and shall be deemed null and void and of no force or effect. Very truly yours, FLEET NATIONAL BANK, as Administrative Agent and Lender By ----------------------------------------- Name: Title: 2 FIRST UNION NATIONAL BANK, as Lender By ------------------------------------------ Name: Title: REVIEWED AND AGREED TO: BALDWIN AMERICAS CORPORATION By ------------------------------------------ Name: Vijay C. Tharani Title: Vice President BALDWIN EUROPE CONSOLIDATED INC. By ------------------------------------------ Name: Vijay C. Tharani Title: Vice President BALDWIN ASIA PACIFIC CORPORATION By ------------------------------------------ Name: Vijay C. Tharani Title: Vice President BALDWIN TECHNOLOGY COMPANY, INC. By ----------------------------------------- Name: Vijay C. Tharani Title: Vice President, CFO & Treasurer 3 BALDWIN TECHNOLOGY CORPORATION By ------------------------------------------ Name: Vijay C. Tharani Title: Vice President BALDWIN GRAPHIC SYSTEMS, INC. By ------------------------------------------ Name: Vijay C. Tharani Title: Vice President BALDWIN KANSA CORPORATION By ------------------------------------------ Name: Helen P. Oster Title: Secretary BALDWIN EUROPE CONSOLIDATED BV By ------------------------------------------ Name: Henricus J. M. Groenemans Title: Director By ------------------------------------------ Name: Vijay C. Tharani Title: Director BALDWIN GERMANY GMBH (formerly known as Baldwin German Capital Holding GmbH and as successor by merger to Baldwin Grafotec GmbH) By ------------------------------------------ Name: John T. Heald, Jr. Title: Geschaftsfuhrer 4 BALDWIN - JAPAN LTD. By ------------------------------------------ Name: John T. Heald, Jr. Title: Representative Director 5 -----END PRIVACY-ENHANCED MESSAGE-----