-----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, JpcIuHSfgLrCHghmtIsBvIO/hxu4ODR9NzETiNc4bV12P0thHLl/9fA/eesNigxO qdWspO2kIzVwNjX3WVLKsg== 0000950123-03-007802.txt : 20030701 0000950123-03-007802.hdr.sgml : 20030701 20030701160548 ACCESSION NUMBER: 0000950123-03-007802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030701 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030701 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: 03768200 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 y88121e8vk.txt FORM 8-K 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 July 1, 2003 ------------ ------------- 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, which had an originally scheduled maturity date of October 31, 2003. The Credit Facility was amended and restated on January 28, 2002, and was further amended on October 30, 2002 to, among other things, change the maturity date to July 1, 2003 (the "Amended Credit Facility"). The outstanding balance at June 30, 2003 under the Amended Credit Facility was approximately $16,112,000. The Amended Credit Facility has now been further amended to extend the maturity date to August 1, 2003 in order to allow the Company time to conclude negotiations with a potential new lender. There can be no assurance that these negotiations will have a successful outcome. If these negotiations do not conclude with a successful financing, and alternative financing sources are not available, management will be required to take additional actions to meet liquidity needs. Item 7. Financial Statements and Exhibits. (c) Exhibits 10.62 Letter agreement dated July 1, 2003 from Fleet National Bank as Administrative Agent amending and extending the Amended and Restated Credit Agreement dated January 28, 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 German Capital Holding GmbH, Baldwin Grafotec 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: July 1, 2003 EX-10.26 3 y88121exv10w26.txt LETTER AGREEMENT Exhibit 10.26 July 1, 2003 Mr. Gerald A. Nathe Chairman of the Board of Directors Baldwin Technology Company, Inc. 12 Commerce Drive Shelton, CT 06484 Re: Commercial revolving and term loans and letters of credit ("Credit Facility") from Fleet National Bank as Agent, and Wachovia Bank National Association to Baldwin Americas Corporation, Baldwin Europe Consolidated Inc. and Baldwin Asia Pacific Corporation (collectively the "Borrower") and other Credit Parties. Dear Mr. Nathe, Reference is hereby made to the above captioned Credit Facility. Capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement and the Loan Documents. Fleet National Bank, as Administrative Agent, is please to advise you that the Lenders will further amend the subject Credit Facility under the following terms and conditions: - - The revolver will be permanently reduced to the outstanding balance at closing. - - The maturity will be extended from July 1, 2003 to August 1, 2003. - - All other terms and conditions will remain the same. - - A $25,000 amendment fee will be fully earned at closing with $10,000 payable upon acceptance of this proposal and $15,000 payable on August 1, 2003. The $15,000 August 1, 2003 payment will be waived if all outstanding balances are paid by that time. - - Reaffirmation of all existing covenants and guarantees. - - The Borrower will execute and deliver such documents and do such other acts and things as the Lenders may request in order to fully effect the purposes of the agreement. Unless specifically affected hereby, all terms and conditions of the Loan Documents remain in full force and effect and enforceable in accordance with their terms. Notwithstanding this correspondence or any discussions we may have regarding the Credit Facility and/or the Loan Documents, the Agent and the Lenders reserve all rights and remedies available to them under the Loan Documents and under applicable law. Neither this correspondence nor any such discussions shall imply an agreement on the part of the Agent or the Lenders to waive any of their rights and remedies, except as explicitly set forth herein, or to forbear from taking any action authorized by the Loan Documents or by applicable law, said rights and remedies being expressly reserved by the Agent and the Lenders. Please indicate Borrowers', Guarantors' and other Credit Parties' acceptance of the above terms and conditions by signing the enclosed copy of this letter and returning it to me at the captioned address by July 3, 2003 along with your check in the amount of $10,000. Very truly yours, /s/ George E. Durstin - ----------------------- George E. Durstin Fleet National Bank Administrative Agent /s/ Gerald A. Nathe - Chairman ------------------------------------ Agreed and accepted this 1st of July, 2003. Name Title Signature -----END PRIVACY-ENHANCED MESSAGE-----