10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

Commission file number 1-9334

Baldwin Technology Company, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	13-3258160 (I.R.S. Employer Identification No.)
2 Trap Falls Road, Suite 402 Shelton, Connecticut (Address of principal executive offices)	06484 (Zip Code)

Registrant’s telephone number, including area code: 203-402-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Class A Common Stock Par Value $.01	NYSE Amex

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

Aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant’s common stock on December 31, 2008, as reported by the New York Stock Exchange on that date, was $21,317,000.

Number of shares of Common Stock outstanding at June 30, 2009:

Class A Common Stock	14,233,244
Class B Common Stock	1,142,555
Total	15,375,799

Documents Incorporated By Reference

Items 10, 11, 12, 13 and 14 are incorporated by reference into Part III of this Form 10-K from the Baldwin Technology Company, Inc. Proxy Statement for the 2009 Annual Meeting of Stockholders. (A definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K.)

TABLE OF CONTENTS

			Page
	Item 1.	Business		1
	Item 1A.	Risk Factors		4
	Item 1B.	Unresolved Staff Comments		8
	Item 2.	Properties		8
	Item 3.	Legal Proceedings		8
	Item 4.	Submission of Matters to a Vote of Security Holders		9
	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9
	Item 6.	Selected Financial Data		11
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		29
	Item 8.	Financial Statements and Supplementary Data		31
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		71
	Item 9A.	Controls and Procedures		71
	Item 9B.	Other Information		73
	Item 10.	Directors, Executive Officers and Corporate Governance		73
	Item 11.	Executive Compensation		73
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		73
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
	Item 14.	Principal Accountant Fees and Services		73
	Item 15.	Exhibits, Financial Statement Schedules		73
EX-10.7
EX-10.11
EX-10.25
EX-10.33
EX-10.34
EX-10.35
EX-18
EX-21
EX-23
EX-31.01
EX-31.02
EX-32.01
EX-32.02

CAUTIONARY STATEMENT — This Annual Report on Form 10-K may contain “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (“SEC”) in its rules, regulations and releases. Baldwin Technology Company, Inc. (the “Company”) cautions investors that any such forward-looking statements made by the Company are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Some of the factors that could cause actual results to differ materially from estimates contained in the Company’s forward-looking statements are set forth in Item 1A “Risk Factors” to this Annual Report on Form 10-K for the year ended June 30, 2009.

PART I

Item 1.   Business

Baldwin Technology Company, Inc. (“Baldwin” or the “Company”) is a leading global supplier of process automation equipment for the printing and publishing industry. The Company offers its customers a broad range of products designed to enhance the product quality and the productivity and cost-efficiency of the print manufacturing process, while addressing safety issues and reducing the environmental impact from the printing process. Baldwin’s products include cleaning systems and related consumables, fluid management and ink control systems, web press protection systems, drying systems blending and packaging services, and related services and parts.

The Company sells its products both to printing press manufacturers who incorporate the Company’s products into their own printing press systems for sale to printers and publishers, as well as directly to printers and publishers to upgrade the quality and capability of their existing and new printing presses. The Company does not consider its business to be seasonal. However, customer order patterns and delivery schedules could cause revenue in select periods to fluctuate. The Company has product development and production facilities, and sales and service operations, in strategic markets worldwide.

Industry Overview

The Company defines its business as that of providing process automation equipment for the printing and publishing industry. The Company believes that, as an independent company, it produces one of the most complete lines of process automation products for the printing industry.

The Company’s products are used by printers engaged in all commercial and newspaper printing processes including lithography, flexography and digital printing. The largest share of its business is in offset (lithographic) printing. Offset printing is the largest segment of the domestic and international printing market and is used primarily for general commercial printing as well as printing books, magazines, business forms, catalogs, greeting cards, packaging and newspapers. The Company’s products are designed to improve the printing process in terms of quality, the environment, safety, productivity and reduction of waste.

While offset printing represents the largest segment of the U.S. printing industry, it is also the dominant technology in the international printing market. The Company believes that the future growth of its international markets will be attributable in part to the increased use of its products in emerging markets. The Company has established operations in strategic geographic locations to take advantage of growth opportunities in those markets. Baldwin’s worldwide operations enable it to closely monitor market and new product developments in different printing markets and to introduce new products, or adapt existing ones, to meet the printing equipment requirements of specific local markets throughout the world.

Principal Products

The Company produces and sells many different products and systems to printers and printing press manufacturers. Thus, its product development efforts are focused on the needs of printers and the printing press manufacturers. Typically, it takes a new product several years after its introduction to make a significant contribution to the Company’s net sales. As a product progresses through its life cycle, the percentage of sales to printing press manufacturers generally increases as the product’s acceptance by the printing industry increases and printers begin to specify certain of the Company’s products as part of the process automation equipment package selected when ordering new printing presses. Historically, the Company’s products have had a long life cycle as the Company continually upgrades and refines its product lines to meet customer needs and changes in printing press technology. Baldwin’s principal products are described below:

Cleaning Systems.  The Company’s Cleaning Systems and related consumable products clean the rollers, cylinders and paper of a printing press and include the Press Washer, Automatic Blanket Cleaner, Newspaper Blanket Cleaner, Chill Roll Cleaner, Digital Plate Cleaner, Guide Roll Cleaner and Web Paper Cleaner, all of which reduce paper waste, volatile organic compound (“VOC”) emissions and press downtime, as well as improve productivity, print quality and safety of operation for the press operator. In the fiscal years ended June 30, 2009, 2008 and 2007, net sales of Cleaning Systems represented approximately 49.6%, 50.8% and 54.5% of the Company’s net sales, respectively.

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Fluid Management Systems.  The Company’s Fluid Management Systems measure and control the supply, temperature, cleanliness, chemical balance and certain other characteristics of the fluids used in the printing process. Among the most important of these products are the Company’s Refrigerated Circulators and Spray Dampening Systems. In the fiscal years ended June 30, 2009, 2008 and 2007, net sales of Fluid Management Systems represented approximately 19.0%, 18.9% and 19.2% of the Company’s net sales, respectively.

Other Process Automation Products, Parts, Services and Miscellaneous Products.  The Company’s Web Press Protection Systems (web severers and web catchers), designed in response to the increasing number of web leads used in printing today’s colorful newspapers as well as to the growing demand for high speed commercial web presses, provide an auto-arming electronic package offering high quality press protection in the event of a web break. The Company’s Ink Control Systems regulate many aspects of the ink feed system on a printing press. These products include Ink Agitators, Ink Mixers and Ink Level Systems, which reduce ink and paper waste. Other products include Ultraviolet and Infrared Dryers, Gluing Systems and service and parts. In addition, the Company also provides customized dry ingredient blending and packaging services to the food industry and offers a variety of anti-offset spray powders to the graphic arts industry. In the fiscal years ended June 30, 2009, 2008 and 2007, net sales of Other Products represented approximately, 31.4%, 30.2% and 26.3% of the Company’s net sales, respectively.

Worldwide Operations

The Company believes that it is one of the few providers of process automation products for the printing and publishing industry that has product development, manufacturing and marketing capabilities in the Americas, Europe, Asia and Australia. The Company, as an international business, is subject to various changing competitive, economic, political, legal and social conditions. The Company currently has subsidiaries in 11 countries, and the results of operations may be adversely or positively affected by currency fluctuations. The results of the operations and financial positions of the Company’s subsidiaries outside of the United States are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in the Company’s Consolidated Financial Statements. The exchange rates between the currencies and the U.S. dollar may fluctuate substantially. Because the Company generates a significant percentage of its revenues and operating expenses in currencies other than the U.S. dollar, fluctuations in the value of the U.S. dollar against other currencies may have a material effect on the Company’s operating income. The Company’s results and financial condition are particularly affected by changes in the value of the U.S. dollar in relation to the euro, Japanese yen and Swedish krona. Since the Company’s foreign subsidiaries primarily manufacture, incur expenses and earn revenue in the local countries in which they operate, the impact of cross currency fluctuations is somewhat mitigated.

The following table sets forth the percentages of the Company’s net sales attributable to its geographic regions for the fiscal years ended June 30, 2009, 2008 and 2007:

	Years Ended June 30,
	2009			2008			2007
Americas		23	%		21	%		20	%
Europe		48	%		53	%		53	%
Asia/Australia		29	%		26	%		27	%
Total		100	%		100	%		100	%

In the Americas, the Company operates in North, Central and South America through its U.S. subsidiaries and dealers throughout Central and South America. In Europe, the Company operates through its subsidiaries in Germany, Sweden, France, England and the Netherlands. In Asia, the Company operates through its subsidiaries in India, Japan, China and Singapore. The Company also has operations in Australia. All of the Company’s subsidiaries are wholly owned except for two subsidiaries, one in which the Company holds a 90% interest, and another in which the Company holds an 80% interest.

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Acquisition Strategy

As part of its growth strategy, the Company investigates potential strategic acquisitions of companies and product lines in related business areas. This strategy involves: (i) acquiring entities that will strengthen the Company’s position in the field of process automation equipment and related consumables for the printing and publishing industry and whose products can be sold through the Company’s existing distribution network; (ii) acquiring entities allowing entry to new end-user market segments and extending existing markets; and (iii) acquiring companies which contribute new products to the Company and which can benefit from the Company’s manufacturing and marketing expertise and financial support. Subsequent to an acquisition, the Company’s intention would be to integrate the processes and controls of the acquired company with those of the Company with a view towards enhancing sales, productivity and operating results.

Marketing, Sales and Support

Marketing and Sales.  While the Company markets its products in most countries throughout the world, the product mix and distribution channels vary from country to country. The Company has approximately 80 employees devoted to marketing and sales activities in its three principal markets and more than 200 dealers, distributors and representatives worldwide. The Company markets its products throughout the world through these direct sales representatives, distributors and dealer networks to printing press manufacturers (“OEMs”), newspaper publishers, and commercial printers. For the fiscal year ended June 30, 2009, approximately 42% of the Company’s net sales were to OEMs and approximately 58% were directly to printers.

Support.  The Company is committed to after-sales service and support of its products throughout the world. Baldwin employs approximately 96 service technicians, who are complemented by product engineers, to provide field service for the Company’s products on a global basis.

Backlog.  The Company’s backlog represents unfilled product orders which Baldwin has received from its customers under valid contracts or purchase orders. The Company’s backlog was $38,693,000 as of June 30, 2009, $48,420,000 as of June 30, 2008 and $52,651,000 as of June 30, 2007.

Customers.  For the fiscal year ended June 30, 2009, one customer accounted for more than 10% of the Company’s net sales and trade accounts receivable. Koenig and Bauer Aktiengesellschaft (“KBA”) accounted for approximately 13% and 12% of the Company’s net sales and trade accounts receivable, respectively. The ten largest customers of Baldwin (including KBA) accounted for approximately, 48%, 46% and 49%, respectively, of the Company’s net sales for the fiscal years ended June 30, 2009, 2008 and 2007. Sales of Baldwin’s products are not considered seasonal.

Engineering and Development

The Company believes its engineering and development, including research, efforts have been an important factor in establishing and maintaining its leadership position in the field of process automation equipment for the printing and publishing industry. Baldwin has devoted substantial efforts to adapt its products to almost all models and sizes of printing presses in use worldwide.

The Company’s product development takes place at its centers of competence for commercial printing located in Germany and for newspaper printing located in Sweden. The Company believes that this approach to engineering and development has helped the Company to target the needs of its customers quicker and more precisely and coordinate the Company’s product development activities. The Company’s engineering and development organization focuses attention on opportunities within the respective markets, while avoiding duplicative efforts within the Company.

Baldwin employs approximately 101 persons whose primary function is new product development, application engineering or modification of existing products. The Company’s total expenditures for engineering and development for the fiscal years ended June 30, 2009, 2008 and 2007 were approximately 8.4%, 7.9% and 8.4% of the Company’s net sales in each such fiscal year, respectively.

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Patents

The Company owns a number of patents and patent applications relating to a substantial number of Baldwin’s products, and patented products represent a significant portion of the Company’s net sales for all periods presented. The Company’s patents expire at different times during the next twenty years. The expiration of patents in the near future is not expected to have a material adverse effect on the Company’s net sales. The Company has also relied upon and intends to continue to rely upon unpatented proprietary technology, including the proprietary engineering required to adapt its products to a wide range of models and sizes of printing presses. The Company believes its rights under, and interests in, its patents and patent applications, as well as its proprietary technology, are sufficient for its business as currently conducted.

Manufacturing

The Company conducts its operations, primarily subassembly and quality control, through a number of operating subsidiaries. In North America, the Company has facilities in Kansas and Illinois. In Europe, the Company has facilities in Germany and Sweden. In Asia, Baldwin has facilities in India, Japan and China.

In general, materials required in the Company’s business can be obtained from various sources in the quantities desired. The Company has no long-term supply contracts and does not consider itself dependent on any individual supplier. In addition, the Company uses various subcontractors to provide required services, but is not dependent on any individual subcontractor.

The nature of the Company’s operations is such that there is little, if any, negative effect upon the environment, and the Company has not experienced any substantive problems in complying with environmental protection laws and regulations.

Competition

Within the diverse market for process automation equipment for the printing and publishing industry, the Company produces and markets what it believes to be the most complete line of process automation equipment. Numerous companies, including vertically integrated printing press manufacturers, manufacture and sell products which compete with one or more of the Company’s products. The printing press manufacturers generally have larger staffs and greater financial resources than the Company.

The Company competes by offering customers a broad, technologically advanced product line, combined with a well-known reputation for the reliability of its products and its commitment to service and after-sale support. The Company’s ability to compete effectively in the future will depend upon the continued reliability of its products, after-sale support, its ability to keep its market position with new proprietary technology and its ability to develop innovative new products which meet the demands of the printing and publishing industry.

Employees

At June 30, 2009, the Company employed 540 persons (plus 34 temporary and part-time employees) of which 184 are production employees, 80 are marketing, sales and customer service employees, 197 are development, engineering and technical service employees and 79 are management and administrative employees. In Europe, some employees are represented by various unions under contracts with indefinite terms: in Sweden, approximately 56 of the Company’s 97 employees are represented by Ledarna (SALF), Metall, or Svenska Industritjanstemanna Forbundet unions; in Germany, approximately 80 of the Company’s 190 employees are represented by the IG Metall (Metalworker’s Union). The Company considers relations with its employees and with its unions to be good.

Item 1A.   Risk Factors

Set forth below and elsewhere in this Annual Report on Form 10-K and in other documents that the Company files with the SEC are risks that should be considered in evaluating the Company’s stock, as well as risks and uncertainties that could cause the actual future results of the Company to differ from those expressed or implied in the forward-looking statements contained in this Report and in other public statements the Company makes. Additionally, because of the following risks and uncertainties, as well as other variables affecting the Company’s operating results, the Company’s past financial performance should not be considered an indicator of future performance.

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Company Risks

Intellectual property and proprietary technology are important to the continued success of the Company’s business.  Failure to protect or defend this proprietary technology may impair the Company’s competitive position. The Company’s success and ability to compete depend to a certain extent on the Company’s innovative proprietary technology since that is one of the methods by which the Company persuades customers to buy its products, both present and future. The Company currently relies on copyright and trademark laws, trade secrets, confidentiality procedures, contractual provisions and patents to protect its innovative proprietary technologies. The Company may have to engage in litigation to protect patents and other intellectual property rights, or to determine the validity or scope of the proprietary rights claimed by others. This kind of litigation can be time-consuming and expensive, regardless of whether the Company wins or loses. Because it is important to the Company’s success that the Company is able to prevent competitors from copying the Company’s innovations, the Company will usually seek patent and trade secret protection for the Company’s technologies. The process of seeking patent protection can be long and expensive and the Company cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient strength and scope to provide it with meaningful protection or commercial advantage. Further, others may develop technologies that are similar or superior to the Company’s technology or design around the Company’s patents. The Company also relies on trade secret protection for its technology, in part through confidentiality agreements with the Company’s employees, consultants and third parties. These agreements may be breached, and if they are, depending upon the circumstance, the Company may not have adequate remedies. In any case, others may come to know about the Company’s trade secrets in various ways. In addition, the laws of some countries in which the Company manufactures or sells products may not protect the Company’s intellectual property rights to the same extent as the laws of the United States.

Despite the Company’s efforts, intellectual property rights, particularly existing or future patents, may be invalidated, circumvented, challenged, rendered unenforceable or infringed or required to be licensed to others. Furthermore, others may develop technologies that are similar or superior to the Company’s, duplicate or reverse engineer the Company’s technology or design around patents owned or licensed by the Company. If the Company fails to protect its technology so that others may not use or copy it, the Company would be less able to differentiate its products and revenues could decline.

The Company’s operating results are subject to fluctuations from period-to-period, which could cause it to miss expectations about these results and, consequently, could adversely affect the trading price of the Company’s stock.  The results of the Company’s operations for any quarter are not necessarily indicative of results to be expected in future periods. The Company’s operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a result of factors such as the continuing economic downturn, increased competition in the printing equipment industry, the introduction and market acceptance of new technologies and standards, changes in general economic conditions and changes in economic conditions specific to the Company’s industry. Further, the Company’s revenues may vary significantly from quarter to quarter as a result of, among other factors, the timing of shipments by customers, changes in demand and mix of the Company’s products and consumables, and the timing of new product announcements and releases by the Company or its competitors.

The Company relies on subcontractors to help manufacture its products and if they are unable to adequately supply components and products, the Company may be unable to deliver products to customers on time or without defects.  The Company employs a number of unaffiliated subcontractors to manufacture components for the Company’s products. Because the Company relies on subcontractors, however, the Company cannot be sure that it will be able to maintain an adequate supply of components or products. Moreover, the Company cannot be sure that the components the Company purchases will satisfy the Company’s quality standards and be delivered on time. The Company’s business could suffer if it fails to maintain its relationships with its subcontractors or fails to develop sufficient alternative sources for its purchased components.

The Company’s business is subject to risks as a result of its international operations  .A significant portion of the Company’s business is conducted internationally. Accordingly, future results could be materially adversely affected by a variety of uncontrollable and changing factors including, among others, regulatory, political or economic conditions in a specific country or region, trade protection measures and other regulatory requirements,

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business and government spending patterns, and natural disasters. Because the Company generates revenues and expenses in various currencies, including the U.S. dollar, euro, Swedish krona and Japanese yen, the Company’s financial results are subject to the effects of fluctuations of currency exchange rates. The Company cannot predict, however, when exchange rates or price controls or other restrictions on the conversion of foreign currencies could impact the Company’s business. Any or all of these factors could have an adverse impact on the Company’s business and results of operations.

The Company’s growth strategy may include alliances and/or licenses or acquisitions of technologies or businesses, which entail a number of risks.  As part of the Company’s strategy to grow the business, the Company may pursue alliances and/or licenses of technologies from third parties or acquisitions of complementary product lines or companies, and such transactions could entail a number of risks. The Company may expend significant costs in investigating and pursuing such transactions, and such transactions may not be consummated. If such transactions are consummated, the Company may not be successful in integrating the acquired technology or business into the Company’s existing business to achieve the desired synergies. Integrating acquired technologies or businesses may also require a substantial commitment of the Company’s management’s time and attention. The Company may expend significant funds to implement an alliance and/or acquire such technologies or businesses, and may incur unforeseen liabilities in connection with any alliance and/or acquisition of a technology or business. Any of the foregoing risks could result in an adverse effect on the Company’s business, results of operations and financial conditions.

The Company’s ability to maintain its competitive position depends to a certain extent on the efforts and abilities of its senior management and the ability to attract highly skilled employees.  The Company’s senior management possesses significant managerial, technical and other expertise in the printing industry. Their expertise would be difficult to quickly replace, and if the Company loses the services of one or more of its executive officers, or if one or more of them decided to join a competitor or otherwise compete directly or indirectly with the Company, the Company’s business could be seriously harmed. In addition, the Company’s ability to develop, market and sell its products and services and to maintain its competitive position depends on its ability to attract, retain and motivate highly skilled technical, sales and marketing and other personnel. If the Company fails to recruit these personnel, its ability to develop new products and provide service could suffer.

Reliance on significant customers.  In fiscal 2009, the Company had one significant customer that individually accounted for 13% of net sales. The Company anticipates, but cannot assure, that this customer will continue to be significant in fiscal 2010. The loss of, or a significant decrease in sales to, this customer would have a material adverse effect on the Company’s financial condition and results of operation. In addition, the Company’s ten largest customers accounted for approximately 45% of the Company’s net sales for the fiscal year ended June 30, 2009.

Industry Risks

If the United States and other significant global economies slow down, the demand for the Company’s products could decrease and the Company’s revenue may be materially adversely affected.  The demand for the Company’s products is dependent upon various factors, many of which are beyond the Company’s control. For example, general economic conditions may affect or delay expenditures for advertising and printing, which may in turn affect the overall capital spending by publishers and printers, particularly for capital equipment such as printing presses. If, as a result of general economic uncertainty or otherwise, companies reduce their capital spending levels, such a decrease in spending could reduce demand for the Company’s products and have a material adverse effect on the Company’s business.

As widely reported, financial markets throughout the world have been experiencing extreme disruption, including extreme volatility in securities prices, severely diminished liquidity and credit availability, failure and potential failures of major financial institutions and unprecedented government support of financial institutions. These developments and the related general economic downturn have and will adversely impact the Company’s business and financial condition in a number of ways, including impacts beyond those typically associated with other recent downturns in the U.S. and foreign economies. If the slowdown continues, it could likely lead to reduced capital spending by OEM and end users, which has already adversely affected and may continue to adversely affect the Company’s product sales. If the slowdown is severe enough, it could necessitate further testing for impairment

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of goodwill, other intangible assets, and long-lived assets and may negatively impact the valuation allowance with respect to our deferred tax assets. In addition, cost reduction actions may be necessary which would lead to additional restructuring charges. If credit in financial markets were to tighten, the general economic downturn that could result would likely adversely affect the ability of the Company’s customers and suppliers to obtain financing for significant purchases. The tightening could result in a decrease in or cancellation of orders for the Company’s products and services, could negatively impact the Company’s ability to collect its accounts receivable on a timely basis, could result in additional reserves for uncollectible accounts receivable being required, and in the event of continued contraction in the Company’s sales, could lead to dated inventory and require additional reserves for obsolescence.

The Company may not be able to adequately respond to changes in technology affecting the printing industry.  The Company’s continuing product development efforts have focused on refining and improving the performance of the Company’s products as they relate to printing and the Company anticipates that it will continue to focus its efforts in this area. The printing and publishing industry has been characterized in recent years by rapid and significant technological changes and frequent new product introductions. Current competitors or new market entrants could introduce new or enhanced products with new features or with features incorporating the Company’s technologies which could render the Company’s technologies obsolete or less marketable. The Company’s future success will depend, in part, on the Company’s ability to:

•  use leading technologies effectively;

•  continue to develop the Company’s technical expertise and patented position;

•  enhance the Company’s current products and develop new products that meet changing customer needs;

•  time new product introductions in a way that minimizes the impact of customers delaying purchases of existing products in anticipation of new product releases;

•  adjust the prices of the Company’s existing products to increase customer demand;

•  successfully advertise and market the Company’s products; and

•  influence and respond to emerging industry standards and other technological changes.

•  adjust products and services to accommodate substitution of traditional print on paper by non-traditional digital technologies.

The Company may not be successful in effectively using new technologies, developing new products or enhancing its existing products and technology on a timely basis. The Company’s new technologies or enhancements may not achieve market acceptance. The Company’s pursuit of new technologies may require substantial time and expense. The Company may need to license new technologies to respond to technological change. These licenses may not be available to the Company on terms that the Company can accept. Finally, the Company may not succeed in adapting the Company’s products to new technologies as they emerge. Any of these factors, either individually or collectively, could have an adverse impact on the Company’s business and results of operation.

Investment Risks

Failure to achieve and maintain effective internal controls could adversely affect our ability to report our financial condition and results of operations accurately or on a timely basis. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.  As required by Section 404 of the Sarbanes-Oxley Act of 2002, management is required to periodically evaluate the design and effectiveness of disclosure controls and procedures and assess the effectiveness of internal controls over financial reporting. Management has identified and reported a material weakness as of June 30, 2009. As a result of the material weakness, the Company has concluded that internal controls over financial reporting were not effective as of June 30, 2009. Failure to maintain existing effective controls could have an adverse effect on the Company’s business, operating results and stock price. For a more detailed discussion of the Company’s disclosure controls and procedures and internal control over financial reporting, see Item 9A of this Annual Report on Form 10-K. In addition, the annual report for the fiscal year ending June 30, 2010 will require, in

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addition to management’s report on internal control over financial reporting, an opinion on the Company’s internal control over financial reporting by the Company’s independent auditors. If the Company’s independent auditors are unable to assert that the Company’s internal controls over financial reporting are effective, market perception of the Company’s financial condition and the trading price of the Company’s stock may be adversely affected and customer perception of the Company’s business may suffer.

The Company’s stock price has been and could continue to be volatile.  The market price of the Company’s stock has been subject to significant fluctuations. The securities markets have experienced, and are likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of the Company’s stock without regard to the Company’s operating performance. In addition, the trading price of the Company’s stock could be subject to significant fluctuations in response to:

•  actual or anticipated variations in the Company’s quarterly operating results;

•  significant announcements by industry participants;

•  changes in national or regional economic conditions;

•  changes in securities analysts’ estimates for the Company, the Company’s competitors or the Company’s industry, or the Company’s failure to meet analysts’ expectations; and

•  general market conditions.

These factors may materially and adversely affect the Company’s stock price, regardless of the Company’s operating performance.

Item 1B.   Unresolved Staff Comments

None

Item 2.   Properties —

The Company owns and leases various manufacturing and office facilities aggregating approximately 420,000 square feet at June 30, 2009. The table below presents the locations and ownership of these facilities: (in thousands)

	Square		Square		Total
	Feet		Feet		Square
	Owned		Leased		Feet
North America		0		127		127
Germany		0		144		144
Sweden		13		53		66
Japan		0		33		33
All other, foreign		0		56		56
Total square feet owned and leased		13		413		426

The Company believes that its facilities are adequate to carry on its business as currently conducted.

Item 3.   Legal Proceedings

Baldwin is involved in various legal proceedings from time to time, including actions with respect to commercial, intellectual property and employment matters. The Company believes that it has meritorious defenses against the claims currently asserted against it and intends to defend them vigorously. However, the outcome of litigation is inherently uncertain, and the Company cannot be sure that it will prevail in any of the cases currently in litigation. The Company believes that the ultimate outcome of any such cases will not have a material adverse effect on its results of operations, financial position or cash flows; however, there can be no assurances that an adverse determination would not have a material adverse effect on the Company.

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Additionally, information regarding legal proceedings is included in the Notes to Consolidated Financial Statements (see Note 20) and is incorporated herein by reference.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders since November 11, 2008.

PART II

Item 5.   Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Class A Common Stock

The Company’s Class A Common Stock was traded on the American Stock Exchange (“AMEX”) until October 1, 2008, when the AMEX was acquired by the NYSE Euronext. Since October 1, 2008, the Company’s Class A Common Stock has been traded on the New York Stock Exchange (“NYSE Amex”) under the symbol “BLD”. The following chart sets forth, for the calendar year periods indicated, the range of closing prices for the Company’s Class A Common Stock on the consolidated market, as reported by the AMEX during the period prior to October 1, 2008, and as reported by the NYSE Amex since October 1, 2008.

	High		Low
2007 (calendar year)
First Quarter	$	5.25	$	4.55
Second Quarter	$	6.11	$	4.60
Third Quarter	$	6.57	$	4.72
Fourth Quarter	$	5.63	$	4.10
2008 (calendar year)
First Quarter	$	4.70	$	2.18
Second Quarter	$	3.19	$	2.24
Third Quarter	$	3.21	$	2.19
Fourth Quarter	$	2.54	$	1.57
2009 (calendar year)
First Quarter	$	1.80	$	0.73
Second Quarter	$	1.31	$	0.87
Third Quarter (through September18, 2009)	$	1.63	$	0.96

Class B Common Stock

The Company’s Class B Common Stock has no established public trading market. However, Class B shares are convertible, one-for-one, into Class A shares, upon demand. During the fiscal year ended June 30, 2009, no holders of the Company’s Class B Common Stock converted shares into the Company’s Class A Common Stock.

Approximate Number of Equity Security Holders

As of August 31, 2009, the number of record holders (excluding those listed under a nominee name) of the Company’s Class A and Class B Common Stock totaled 233 and 19, respectively. The Company believes, however, that there are approximately 1,600 beneficial owners of its Class A Common Stock.

Dividends

Declarations of dividends depend upon the earnings and financial position of the Company and are within the discretion of the Company’s Board of Directors. However, the Company’s credit agreement prohibits the payment of dividends. Under the Company’s Certificate of Incorporation, no dividend in cash or property is permitted to be

9

declared or paid on shares of the Company’s Class B Common Stock unless simultaneously therewith there is declared or paid, as the case may be, a dividend in cash or property on shares of Class A Common Stock of at least 105% of the dividend on shares of Class B Common Stock (see Note 11 to the Consolidated Financial Statements).

Purchases of Equity Securities by Issuer and Affiliated Purchasers

There has been no activity under the Company’s stock repurchase program during the quarter ended June 30, 2009.

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, 2009 with the cumulative total return of the NYSE Amex Composite Index, an old peer group composed of selected companies from the Standard Industrial Classification (“SIC”) Code 3555 — Special Industry Machinery, Printing Trades Machinery and Equipment, and a new peer group composed of publicly traded companies (customers and competition) in the printing equipment business. The companies included in the old peer group are: Baldwin Technology Company, Inc., Delphax Technologies Inc., Gunther International Ltd., Presstek, Inc. and Scailex Corporation Ltd. The companies included in the new peer group are: Baldwin Technology Company, Inc., Heidelberger Druckmaschinen, Koenig & Bauer AG, Komori Corporation, Presstek, Inc. and technotrans AG (all foreign listed companies had their currencies converted to USD for the time period indicated). Management of the Company believes that the new peer group is more representative of the industry in which the Company does business and is thus a better comparison, and therefore, this new peer group will be used in future performance graphs. For the current transition year, both the old and new peer groups are included. The comparison assumes $100 was invested on June 30, 2004 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 Class A Common Stock.

Comparison of Five Year Cumulative Total Return (*) Among Baldwin Technology Company,
Inc., the NYSE Amex Composite Index, an Old Peer Group and a New Peer Group

For the Year Ended	Baldwin Technology		Old		New		NYSE Amex
June 30,	Company, Inc.		Peer Group		Peer Group		Composite
2005		86.59		188.48		93.00		131.88
2006		150.84		185.26		135.27		164.58
2007		168.44		188.64		147.90		205.93
2008		65.92		178.93		84.93		204.46
2009		27.93		126.36		37.55		151.95

* $100 invested on June 30, 2004 in stock or index — including reinvestment of dividends. (Fiscal year ending June 30.)

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Item 6.   Selected Financial Data

(amounts in thousands except per share data)

The Company’s statement of operations and balance sheet data has been derived from the Company’s audited, Consolidated Financial Statements (including the Consolidated Balance Sheets of the Company at June 30, 2009 and 2008 and the related Consolidated Statements of Operations of the Company for the fiscal years ended June 30, 2009, 2008 and 2007 appearing elsewhere herein). Certain transactions have affected comparability. During the fiscal year ended June 30, 2009, as the global economic climate continued to deteriorate and the market for printing equipment faced significant challenges, the Company implemented cost reduction and restructuring programs and recorded $4,474 of charges associated with the restructuring. In addition, during the third quarter of fiscal year 2009, the Company recorded a goodwill impairment charge of $5,658 and additional inventory and accounts receivable reserves of $4,715. During fiscal year ended June 30, 2008, the Company released a portion of the valuation allowance for net deferred tax assets associated with its U.S. operations, approximately $1,640. In addition, fiscal year ended June 30, 2008 reflects a full year of ownership of the Oxy-Dry group of companies and Hildebrand Systeme GmbH. During the fiscal year ended June 30, 2007, the Company acquired the Oxy-Dry group of companies and Hildebrand Systeme GmbH. The results of the acquired companies are included in the financial statements from the dates of acquisition. Also, during fiscal year 2007, the Company released a portion of the valuation allowance for net deferred tax assets associated with its U.S. operations, approximately $2,500. The following information should be read in conjunction with the aforementioned financial statements and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Years Ended June 30,
	2009			2008*			2007*			2006*			2005*
	(In thousands, except per share data)
Statement of Operations Data:
Net sales	$	176,572		$	236,330		$	201,477		$	179,380		$	173,185
Cost of goods sold		123,143			161,499			135,493			118,995			115,825
Inventory reserve		4,250			—			—			—			—
Gross profit		49,179			74,831			65,984			60,385			57,360
Selling, general and administrative expenses		36,209			44,205			37,954			34,526			32,289
Research, development and engineering expenses		14,989			18,640			16,913			15,181			15,920
Restructuring charges		4,747			960			994			—			(338	)
Impairment of goodwill		5,658			—			—			—			—
Operating (loss) income		(12,424	)		11,026			10,123			10,678			9,489
Interest expense		2,305			3,127			2,272			1,074			2,412
Interest (income)		(37	)		(183	)		(210	)		(125	)		(105	)
Royalty (income), net		—			—			—			(200	)		(1,749	)
Other (income) expense, net		(868	)		(271	)		253			162			89
(Loss) income before income taxes		(13,824	)		8,353			7,808			9,767			8,842
(Benefit) provision for income taxes		(2,013	)		1,862			1,034			3,460			3,728
Net (loss) income	$	(11,811	)	$	6,491		$	6,774		$	6,307		$	5,114
(Loss) income per share:
Basic (loss) income per share	$	(0.77	)	$	0.42		$	0.45		$	0.42		$	0.34
Diluted (loss) income per share	$	(0.77	)	$	0.41		$	0.43		$	0.40		$	0.33
Weighted average number of shares:
Basic		15,329			15,444			15,169			14,966			14,899
Diluted		15,329			15,730			15,716			15,713			15,305

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	June 30,
	2009		2008*		2007*		2006*		2005*
	(In thousands)
Balance Sheet Data:
Working capital	$	27,382	$	32,137	$	35,172	$	30,014	$	26,171
Total assets	$	128,005	$	160,327	$	157,794	$	113,242	$	109,781
Short-term debt	$	7,687	$	7,239	$	5,750	$	3,475	$	3,738
Long-term debt	$	20,300	$	17,963	$	26,929	$	7,080	$	12,223
Total debt	$	27,987	$	25,202	$	32,679	$	10,555	$	15,961
Shareholders’ equity	$	47,635	$	62,282	$	55,154	$	46,412	$	39,661

* See Note 7 to the Company’s Consolidated Financial Statements Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

(amounts in thousands except share and per share data)

General.  The following is management’s discussion and analysis of certain factors which have affected the Consolidated Financial Statements of Baldwin Technology Company, Inc. (“Baldwin” or the “Company”).

Forward-looking Statements

Except for the historical information contained herein, the following statements and certain other statements contained herein are based on current expectations. Similarly, the press releases issued by the Company and other public statements made by the Company from time to time may contain language that is forward-looking. These forward-looking statements may be identified by the use of forward-looking words or phrases such as “forecast,” “believe,” “expect,” “intend,” “anticipate,” “should,” “plan,” “estimate,” and “potential,” among others. Such statements are forward-looking statements that involve a number of risks and uncertainties. The Company cautions investors that any such forward-looking statements made by the Company are not guarantees of future performance and that actual results may differ materially from those in the forward-looking statements. Some of the factors that could cause actual results to differ materially include, but are not limited to the following: (i) the ability to comply with requirements of credit agreements; the availability of funding under said agreements; the ability to maintain adequate liquidity in declining and challenging economic conditions impacting the Company as well as customers, (ii) general economic conditions, in the U.S. and other foreign locations, (iii) the ability to obtain, maintain and defend challenges against valid patent protection of certain technology, primarily as it relates to the Company’s cleaning systems, (iv) material changes in foreign currency exchange rates versus the U.S. Dollar, (v) changes in the mix of products and services comprising revenues, (vi) a decline in the rate of growth of the installed base of printing press units and the timing of new press orders, (vii) the ultimate realization of certain trade receivables and the status of ongoing business levels with the Company’s large OEM customers, and (viii) competitive market influences. Additional factors are set forth in Item 1A “Risk Factors” in this Annual Report on Form 10-K for the fiscal year ended June 30, 2009, which should be read in conjunction herewith.

Critical Accounting Policies and Estimates

Baldwin’s discussion and analysis of its financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires Baldwin to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Baldwin continually evaluates its estimates, including those related to product returns, bad debts, inventories, investments, asset impairments, intangible assets, income taxes, warranty obligations, pensions and other post-retirement benefits, contingencies and litigation. Baldwin bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s Consolidated Financial Statements.

Revenue Recognition.  The Company’s products are sold with terms and conditions that vary depending on the nature of the product sold and the cultural and business environments in which the Company operates.

The Company recognizes revenue based on the type of product sold and the obligations under the contract. Revenue is recognized on contracts for design, manufacture and delivery of equipment without installation (equipment sales) and parts, service and consumables at the time of transfer of title or rendering of services. The Company considers revenue realized on equipment sales when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. In contracts that include additional services, including installation, start-up and/or commissioning (system sales), the Company recognizes revenue on each element of the contract as appropriate. Installation services are provided to the customer on an as-needed basis and may be contracted for separately or included in the same contract as the equipment sale. Revenue is recognized for installation services at the completion of the contractually required services.

Contracts for system sales may include multiple-element revenue arrangements. When the Company enters into multiple-element revenue arrangements, which may include installation services as a contractual element, along with the purchase price of the product as a contractual element, the arrangement is separated into its stand-alone elements for revenue recognition purposes. When the delivered item has value to the customer on a stand alone basis, there is objective and reliable evidence of the fair value of the undelivered item and the arrangement does not include a general right of return, revenue is recognized on each element as separate units of accounting. If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being deferred until the last undelivered contractual element is fulfilled.

Standard payment terms may include a deposit to be received with the customer order, progress payments until equipment is shipped and a portion of the balance due within a set number of days following shipment. In those cases when the Company renders invoices prior to performance of the service, the Company records deferred revenue until completion of the services, whereupon revenue is fully recognized.

Freight terms are generally FOB shipping dock with risk of loss passing to the purchaser at the time of shipment. If a loss should occur in transit, the Company is not responsible for and does not administer insurance claims unless the terms are FOB destination or special terms and conditions of the sale require the Company to administer such insurance claims. The customer is not contractually eligible for any refund of the purchase price or right of return of the contracted product, unless the product fails to meet published product specifications and the Company fails to perform its obligations under product warranty terms.

The terms of sale are generally on a purchase order basis, which may contain formal product acceptance clauses. Occasionally, clauses may be included in a contract or purchase order that require acceptance related to certain specifications as outlined in the contract or purchase order. In these instances, the nature of the acceptance is evaluated to ensure that the Company has met the applicable criteria concurrent with the shipment of equipment to the customer.

The Company sometimes uses distributors to assist in the sales function. In these cases, the Company does not recognize revenue until title for the equipment and risk of loss have passed to the ultimate customer, who then becomes obligated to pay with no right of return. In addition, the Company reviews all alliance agreements to determine whether revenue should be recognized on a gross or net basis and recognizes revenue as appropriate.

Baldwin maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of Baldwin’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.

Baldwin provides for the estimated cost of product warranties at the time revenue is recognized. While Baldwin engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, Baldwin’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from Baldwin’s estimates, revisions to the estimated warranty liability would be required.

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Baldwin writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Due to the continued deteriorating macro-economic environment, a decision to transfer equipment manufacturing from the U.S. to Germany, general restructuring of the U.S. operations and the inability of the U.S. operation to reach target goals for inventory utilization, the Company recorded a $4,250 additional reserve for obsolescence during the third quarter of fiscal year 2009 for its U.S. inventories.

Baldwin records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. Baldwin has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event Baldwin were to determine that it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset valuation allowance would increase income in the period such determination is made. Likewise, should Baldwin determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax asset valuation allowance would be recorded through a charge to income in the period such determination is made. Deferred tax assets and liabilities are determined using statutory tax rates for temporary differences between book and tax bases of assets and liabilities, as well as the effects of net operating losses carried forward in certain tax jurisdictions in which the Company operates that may be utilized to offset future taxable income and similar tax credits carried forward that may be utilized to reduce future taxes payable. The Company records valuation allowances on deferred tax assets when appropriate to reflect the expected future tax benefits to be realized. In determining the appropriate valuation allowances, certain judgments are made by management relating to recoverability of deferred tax assets, use of tax loss and tax credit carryforwards, levels of expected future taxable income and available tax planning strategies. The assumptions in making these judgments are updated periodically by management based on overall economic conditions and current business conditions that affect the Company. These management judgments are therefore subject to change based on factors that include, but are not limited to (1) changes in the profitability of the Company’s subsidiaries as well as for the Company as a whole, (2) the ability of the Company to successfully execute its tax planning strategies, and (3) the accuracy of the Company’s estimate of the potential effect that changes in tax legislation in the jurisdictions where the Company operates may have on the Company’s future taxable profits. Failure by the Company to achieve forecasted taxable income or to execute its tax planning strategies may affect the ultimate realization of certain deferred tax assets. Factors that may affect the Company’s ability to achieve sufficient forecasted taxable income or successfully execute its tax planning strategies include, but are not limited to, increased competition, general economic conditions, a decline in sales or earnings, loss of market share, delays in product availability and changes in tax legislation.

The Company tests goodwill for impairment at the reporting unit level, at least annually, by determining the fair value of the reporting unit based on a discounted cash flow model, and comparing it with its book value. If, during the annual impairment review, the book value of the reporting unit exceeds its fair value, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount exceeds the implied fair value, goodwill is written down to its implied fair value. SFAS 142 requires management to estimate the fair value of each reporting unit, as well as the fair value of the assets and liabilities of each reporting unit, other than goodwill. The implied fair value of goodwill is determined as the difference between the fair value of a reporting unit, taken as a whole, and the fair value of the assets and liabilities of such reporting unit.

As a result of the deteriorating macro-economic environment, the continued market volatility and the Company’s decreased market capitalization, the Company assessed the recoverability of its goodwill carrying value prior to its annual test as required by Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (SFAS 142).

In accordance with SFAS 142, a two-step process was used to test goodwill impairment. The first step was to determine if there is an indication of impairment by comparing the estimated fair value of each reporting unit to its carrying value including goodwill. Goodwill is considered impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with its carrying value.

14

As a result of the assessment, the Company recorded a non-cash goodwill impairment charge of $5,658, primarily related to its Japan reporting unit during the third quarter of fiscal year 2009.

Other long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Events which could trigger an impairment review include, among others, a decrease in the market value of an asset, the asset’s inability to generate income from operations and positive cash flow in future periods, a decision to change the manner in which an asset is used, a physical change to the asset and a change in business climate. Baldwin calculates estimated future undiscounted cash flows, before interest and taxes, of the related operation and compares it to the carrying value of the asset in determining whether impairment potentially exists. If a potential impairment exists, a calculation is performed to determine the fair value of the long-lived asset. This calculation is based upon a valuation model and discount rate commensurate with the risks involved. Third party appraised values may also be used in determining whether impairment potentially exists. Future adverse changes in market conditions or poor operating results of a related reporting unit may require the Company to record an impairment charge in the future.

The impairment review process requires management to make significant estimates and judgments regarding the future cash flows expected to result from the use and, if applicable, the eventual disposition of the respective assets. The key variables that management must estimate in determining these expected future cash flows include sales volumes, sales prices, sales growth, production and operating costs, capital expenditures, working capital requirements, market conditions and other economic factors. Significant management judgment is involved in estimating these variables, and such estimates are inherently uncertain; however, the assumptions used are reasonable and consistent with the Company’s internal planning. Management periodically evaluates and updates the estimates based on conditions that influence these variables.

The assumptions and conditions for determining impairments of property, plant and equipment, goodwill and other intangible assets reflect management’s best assumptions and estimates, but these items involve inherent uncertainties as described above, many of which are not under management’s control. As a result, the accounting for such items could result in different estimates or amounts if management used different assumptions or if different conditions occur in future accounting periods.

Pension obligations and the related benefits costs are determined based upon actuarial assumptions regarding mortality, discount rates, long-term return on assets, salary increases, and other factors. Changes in these assumptions can result in changes to the recognized pension expense and recorded liabilities.

For Stock-Based Compensation, the Company uses the Black-Scholes option pricing model to determine the fair value of stock options issued as compensation to key employees and non-employee directors. The model determines a fair value based on a number of key variables including the grant date price of the Company’s common stock and the related exercise or strike price, estimated dividend yield, estimated term of the option prior to exercise, risk free rate of interest over the estimated term and a measure of the volatility of the Company’s common stock over the estimated term. Certain of these variables encompass a degree of subjectivity whose variability could result in significantly different values for the grant date fair value of stock option awards. In addition, the Company recognizes share-based compensation cost based upon the number of awards that are expected to vest. This means implicitly includes an estimate for forfeitures based on employee turnover, reductions in force and other factors specific to the award recipient population. The Company has a policy to review its estimate of award forfeitures on an annual basis or when specific facts and circumstances warrant additional review.

15

Results of Operations

The following table sets forth certain of the items (expressed as a percentage of net sales) included in the Selected Financial Data and should be read in connection with the Consolidated Financial Statements of the Company, including the notes thereto, presented elsewhere in this report.

	Years Ended June 30,
	2009			2008			2007
Net sales		100.0	%		100.0	%		100.0	%
Cost of goods sold		69.7			68.4			67.4
Inventory reserve		2.4			—			—
Gross profit		27.9			31.6			32.6
Selling, general and administrative expenses		20.6			18.7			18.8
Engineering and development expenses		8.4			7.9			8.4
Restructuring charges		2.7			.4			.5
Impairment of goodwill		3.2			—			—
Operating (loss) income		(7.0	)		4.6			4.9
Interest expense		(1.3	)		(1.3	)		(1.1	)
Other income, net		.5			.2			—
(Loss) income before income taxes		(7.8	)		3.5			3.8
Provision for income taxes		(1.1	)		.8			.5
Net income		(6.7	)%		2.7	%		3.3	%

Overview

Baldwin is a leading global supplier of process automation equipment for the commercial and newspaper printing industries. The Company offers its customers a broad range of market-leading technologies, products and systems that enhance the quality of printed products and improve the economic and environmental efficiency of printing presses. Headquartered in Shelton, Connecticut, the Company has sales and service centers and product development and manufacturing operations in the Americas, Asia, Australia and Europe. Baldwin’s technology and products include cleaning systems and related consumables, fluid management and ink control systems, web press protection systems and drying systems, blending and packaging services, and related services and parts.

The Company manages its business as one reportable business segment built around its core competency in process automation equipment.

The global economic climate continued to deteriorate during the fiscal year ended June 30, 2009. The market for printing equipment faced and continues to face significant challenges due to the current economic environment. Several of the Company’s largest customers (major OEM press manufacturers) have reported weakness in orders and sales, particularly for commercial presses. These events translated into a lower level of business activity for the Company and were reflected in lower order intake and reduced shipment levels of the Company’s equipment. As a result of the slowing global economy, the Company has implemented cost reduction and restructuring programs designed to mitigate the impact of the continuing weak market for printing equipment.

Highlights for Fiscal Year ended June 30, 2009

•  Revenues, excluding currency effects, declined 23%, versus the year ago comparable period.

•  Backlog of $38,693 at June 30, 2009 decreased 20% versus June 30, 2008.

•  Order intake was down 27% versus the comparable year ago period.

•  Cash flow provided by operations during the year ended June 30, 2009 was $2,631.

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•  The Company recorded restructuring charges of $4,747 and announced cost saving initiatives that will result in benefits in excess of $24,000.

•  The Company completed its analysis of the recoverability of goodwill and the net realizable value of inventory and recorded a non — cash goodwill impairment charge of $5,658 and an inventory reserve adjustment of $4,250 during the third quarter of fiscal year 2009.

•  Due to the charges taken by the Company during the third quarter ended March 31, 2009, the Company was not in compliance with certain provisions of its credit agreement. In July 2009, the Company successfully concluded an amendment to its credit agreement with its lenders covering the period through November 21, 2011.

•  The effective tax rate for the period ended June 30, 2009 differs from the statutory rate, reflecting the effect of the following factors: (i) no tax benefit recognized for losses incurred in certain jurisdictions, as the realization of any such benefit was not more likely than not; and (ii) the impairment of goodwill which has no associated tax benefit.

See discussion below related to consolidated results of operations, liquidity and capital resources.

Fiscal Year Ended June 30, 2009 versus Fiscal Year Ended June 30, 2008

Consolidated Results

Net Sales.  Net sales for the fiscal year ended June 30, 2009, decreased $59,758, or 25% to $176,572 from $236,330 for the year ended June 30, 2008. Currency rate fluctuations effecting the Company’s overseas operations decreased net sales for the current period by $6,518. Excluding the effects of currency translation, net sales for fiscal year 2009 decreased $53,240 or 23% when compared with fiscal year 2008. The decrease primarily reflects continued weakening of global demand for the Company’s cleaning equipment.

In Europe, net sales (excluding the effects of currency translations) decreased approximately $30,193. Reduced order and sales activity by OEM press manufacturers, primarily in Germany, for new printing equipment, and lower level demand from end user customers primarily account for the decline in sales in the commercial market.

In Asia, particularly Japan, net sales decreased approximately $13,351 (excluding the effects of currency translations). The decrease reflects the impact of the slowing Asian economies in the commercial and newspaper markets for the Company’s cleaning equipment.

Net Sales in the Americas decreased $9,696, primarily reflecting lower demand in the U.S. newspaper market for cleaning systems.

Gross Profit.  Gross profit for the fiscal year ended June 30, 2009 decreased to $49,179 (27.9% of sales) versus $74,831 (31.7% of sales) for the fiscal year ended June 30, 2008. Due to the continued deteriorating macro-economic environment, a decision to transfer equipment manufacturing from the U.S. to Germany, a general restructuring of the U.S. operations and the inability of the U.S. operation to reach target goals for inventory utilization, the Company recorded a $4,250 write down of inventory in the U.S. negatively impacting gross profit. Excluding the adjustment for inventory, gross profit for the fiscal year ended June 30, 2009, was $53,429 (30.3% of net sales). Currency rate fluctuations decreased gross profit by $2,780 in the current period. Gross profit excluding the inventory write down as a percentage of net sales decreased primarily as a result of the effect of the lower volume noted above on overhead absorption, partially offset by lower warranty costs.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) of $36,209 for the fiscal year ended June 30, 2009, including a $465 additional reserve of a customer account receivable, decreased $7,996, or 18% versus the fiscal year ended June 30, 2008. Currency rate fluctuations effecting the Company’s overseas operations decreased SG&A expenses for fiscal year 2009 by $1,285. Excluding the effects of currency translation, SG&A expenses for fiscal year 2009 decreased $6,711 or 15% when compared with the corresponding year ago period.

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G&A expenses, excluding the effects of currency translations of $643 for the fiscal year ended June 30, 2009, decreased $3,935 or 15% compared to the fiscal year ended June 30, 2008. This decrease primarily reflects reduced salary, benefit and other associated employee costs commensurate with reductions in headcount (approximately $1,400), reduced incentive compensation accruals (approximately $1,700), and lower outside professional services and consultant cost (approximately $1,600).

Selling expenses excluding the effects of currency translations of $642 for the fiscal year ended June 30, 2009 decreased $2,776 or 15% versus the fiscal year ended June 30, 2008. The decrease in selling expenses reflects reduced salary, benefit and other associated employee costs commensurate with reductions in headcount and the lower level of sales activity of approximately $1,300, coupled with reduced trade show/ advertising costs of approximately $1,500.

Engineering and Development Expenses.  Engineering and development expenses excluding the effects of currency translations of $648 for the fiscal year ended June 30, 2009 decreased $3,003 or 16% versus the fiscal year ended June 30, 2008 and reflects reduced salary, benefit and other associated employee costs commensurate with reductions in headcount. Engineering and development expenses were approximately 8% of sales for each of the fiscal years ended June 30, 2009 and June 30, 2008.

Restructuring.  The Company recorded $4,747 of restructuring costs during the fiscal year ended June 30, 2009 versus $960 in the comparable prior year period. The current year restructuring plan, adopted in response to continued weak market conditions, is designed to achieve operational efficiencies in Germany and consists primarily of employee terminations and the consolidation of production facilities in Germany. The fiscal year 2008 Plan consisted primarily of reductions in employment levels in Germany in an effort to achieve operational efficiencies.

Impairment of Goodwill.  As a result of the deteriorating macro-economic environment, the continued market volatility and the Company’s decreased market capitalization, the Company assessed the recoverability of its goodwill carrying value. As a result of the assessment, the Company recorded a non-cash goodwill impairment charge of $5,658 related to its Japan reporting unit during the third quarter of fiscal year 2009.

Interest and Other.  Interest expense of $2,305 for the fiscal year ended June 30, 2009 decreased $822 versus the fiscal year ended June 30, 2008. This decrease reflects lower average debt levels and lower average interest rates during the fiscal year ended June 30, 2009 versus the fiscal year ended June 30, 2008. Currency rate fluctuations decreased interest expense $137 in the current period.

Interest income declined $146, while other income and expense, net, amounted to income of $868 versus income of $271 for the periods ended June 30, 2009 and 2008, respectively, and primarily reflects net foreign exchange gains.

(Loss) Income before income taxes.  Loss before income taxes for the fiscal year ended June 30, 2009 was $13,824 compared to income before income taxes of $8,353 for the fiscal year ended June 30, 2008. The loss before income taxes reflects the aforementioned goodwill impairment charge of $5,658, restructuring charges of $4,747, and additional inventory and accounts receivable reserves totaling $4,715. For the current fiscal year, currency rate fluctuations increased the loss before income taxes by $886.

Income Taxes.  The Company recorded an income tax benefit of $2,013 for the fiscal year ended June 30, 2009 versus a provision of $1,862 during the fiscal year ended June 30, 2008. During the year ended June 30, 2008, the Company reversed approximately $1,642 ($1,225 in the third quarter and $415 in the fourth quarter) of its valuation allowance for net deferred tax assets associated with its U.S. operations. This reversal of a portion of the U.S. operations deferred tax valuation allowance is based upon i) prudent and feasible tax planning strategies, ii) the U.S. operations historical and projected operating performance, and iii) management’s expectation that its operations will generate sufficient taxable income in future periods to realize a portion of the tax benefits associated with its deferred tax assets. The effective tax rates of 14.6% and 22.2% for the fiscal years ended June 30, 2009 and 2008, respectively, differ from the statutory rate, because the expected benefit in fiscal year 2009 and benefit associated with the reversal of a portion of the U.S. valuation allowance in fiscal year 2008 were partially offset by (a) foreign income taxed at rates different than the U.S. statutory rate, (b) no benefit recognized for losses incurred in certain countries as the realization of such benefits was not more likely than not, and (c) foreign and

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domestic permanent items including the non-deductibility of the fiscal year 2009 goodwill impairment charge. The Company continues to assess the need for its deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement of the period that the adjustment is determined to be required.

Net (Loss) Income.  The Company’s net loss amounted to $11,811 for the fiscal year ended June 30, 2009 compared to net income of $6,491 for the fiscal year ended June 30, 2008. Currency translation unfavorably impacted net income by approximately $764.

Fiscal Year Ended June 30, 2008 Versus Fiscal Year Ended June 30, 2007

Overview

For the year ended June 30, 2008, net sales as reported were $236,330 representing approximately a 17% increase over the previous year’s net sales as reported. The increase in net sales, as more fully described in the sections below, was favorably impacted during the period by the acquisitions in fiscal year 2007, currency exchange rates and net sales increases in Asia and the Americas. Partially offsetting these increases in net sales was decreased demand in the commercial and newspaper markets served by the Company’s European subsidiaries.

Gross margins as reported were 31.6% versus the prior year’s gross margins of 32.6%. This decrease was attributable to unfavorable overhead absorption, unfavorable sales mix and higher material and technical service costs.

Operating income as reported remained at approximately 5% of net sales for the years ended June 30, 2008 and June 30, 2007.

Additionally, the results for the year ended June 30, 2008 reflect higher interest expense associated with higher debt levels and a reversal of a portion of the valuation allowance for net deferred tax assets associated with the Company’s U.S. operations.

Consolidated Results

Net Sales.  Net sales for the fiscal year ended June 30, 2008, increased $34,853, or 17% to $236,330 from $201,477 for the year ended June 30, 2007. Revenue from the acquired companies during the non-comparable ownership period of the fiscal year ended June 30, 2007 (Oxy-Dry was acquired in November 2006 and Hildebrand in April 2007) and the fiscal year ended June 30, 2008 favorably impacted net sales by $16,095. Currency rate fluctuations effecting the Company’s overseas operations increased net sales for the current period by $16,149. Excluding the effects of the acquired businesses for the non-comparable period and currency translation, net sales for fiscal year 2008 increased $2,609, or 1% when compared with fiscal year 2007.

The net sales increase, excluding the effects of the non-comparable period of the acquired businesses and currency translations, primarily reflects increased revenue in Asia and the Americas partially offset by decreased revenue in Europe.

In Asia, particularly Japan, net sales increased approximately $1,876 (excluding the effects of currency translations). The increase reflects higher revenue from increased market share for spray dampening equipment, a systematic approach to expand the cleaning consumables business and a focused effort on the sales of service and parts. These increases were partially offset by lower cleaning equipment demand by OEMs and reduced market share for the Company’s water systems.

In the Americas, particularly the U.S., net sales (excluding the effects of the acquired businesses) increased approximately $3,593. The increase is primarily related to an increased presence in the fluid temperature control market and sales of other U.S. based products. Growth from installation, service and parts also contributed to the increased revenue. Installation revenue increased on large newspaper equipment projects delivered in late fiscal year 2007 while the service and parts revenue increase benefited from a concentrated marketing effort to Baldwin’s large customer installed base of equipment at commercial and newspaper customers. Partially offsetting these increases was lower demand for cleaning and spray dampening equipment.

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In Europe, net sales (excluding the effects of the acquired businesses and currency translations) decreased approximately $2,860. The decrease primarily reflects reduced order and sales activity in the commercial markets by OEM press manufacturers in Germany for cleaning, water and web control systems. Lower demand for the Company’s spray dampening equipment in the newspaper market related to fewer newspaper projects in fiscal year 2008 versus fiscal year 2007 and a sales mix change to lower-priced spray dampening equipment in fiscal year 2008. Partially offsetting these declines were increased dryer and cleaning consumables sales due to the large installed base of equipment utilizing these products.

Gross Profit.  Gross profit for the fiscal year ended June 30, 2008 increased to $74,745 (31.6% of sales) versus $65,774 (32.6% of sales) for the fiscal year ended June 30, 2007. Excluding the favorable foreign currency translation effect of $5,798 and the effect of the acquired businesses for the non-comparable period in fiscal year 2007 of $3,930, gross profit remained relatively flat. As a percentage of sales, gross profit declined primarily as a result of an unfavorable sales mix and unfavorable cost absorption associated with the lower volume of certain product lines, coupled with higher material and technical service costs.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses (“SG&A”) of $44,205 for the fiscal year ended June 30, 2008 increased $6,251, or 16% versus the fiscal year ended June 20, 2007. SG&A expenses of the acquired businesses during the non-comparable ownership period of the fiscal year ended June 30, 2007 and the fiscal year ended June 30, 2008 negatively impacted expenses by $2,042. In addition, currency rate fluctuations effecting the Company’s overseas operations increased SG&A expenses for fiscal year 2008 by $2,517. Excluding the effects of the acquired businesses for the non-comparable period and currency translation, SG&A expenses for fiscal year 2008 increased $1,692, or 4% when compared with the corresponding year ago period.

G&A expenses, excluding the effects of the non-comparable period of the acquired businesses of $1,123 and currency translations of $1,170 for the fiscal year ended June 30, 2008, increased $666, or 3% compared to the fiscal year ended June 30, 2007. This increase relates primarily to increased expenses associated with stock based compensation, approximately $250, and incentive compensation costs, approximately $800. Partially offsetting these increases were lower consulting/professional costs related to audit services and other financial services fees, and severance and employee procurement costs of approximately $500.

Selling expenses excluding the effects of the non comparable period of the acquired businesses of $919 and currency translations, of $1,347 for the fiscal year ended June 30, 2008 increased $1,026, or 7% versus the fiscal year ended June 30, 2007. The increase in selling expenses reflects the level of sales activity coupled with increased trade show costs.

Engineering and Development Expenses.  Engineering and development expenses excluding the effects of the non-comparable period of the acquired businesses of $716 and currency translations of $1,590 for the fiscal year ended June 30, 2008 decreased $579, or 3% versus the fiscal year ended June 30, 2007. Engineering and development expenses remained at approximately 8% of sales for the fiscal years ended June 30, 2008 and June 30, 2007.

Restructuring.  The Company recorded $960 of restructuring costs during the fiscal year ended June 30, 2008 versus $994 in the comparable prior year period. The 2008 restructuring plan was designed to achieve operational efficiencies in Germany and consists entirely of employee terminations. The fiscal year 2007 plan was designed to achieve operational efficiencies in sales, marketing, administration and operational activities primarily in Germany, the U.S. and the U.K. and included employee termination costs of $810, facility relocation and lease termination costs of $72 and other associated costs of $112.

Interest and Other.  Interest expense of $3,127 for the fiscal year ended June 30, 2008 increased $855 versus the fiscal year ended June 30, 2007. This increase reflects higher average debt levels during the fiscal year ended June 30, 2008 of approximately $3,500 versus the fiscal year ended June 30, 2007. In addition, the interest expense for the twelve months ended June 30, 2008 includes higher (approximately $273) of additional amortization of capitalized finance costs. Currency rate fluctuations increased interest expense $202 in the current period.

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Interest income remained relatively flat year over year, while other income and expense, net, amounted to income of $271 versus expense of $253 for the periods ended June 30, 2008 and 2007, respectively, and reflects net foreign exchange gains and losses.

Income before income taxes.  Income before income taxes for the fiscal year ended June 30, 2008 was $8,267 compared to income before income taxes of $7,598 for the fiscal year ended June 30, 2007. For the current fiscal year, currency rate fluctuations increased income before income taxes by $1,693.

Income Taxes.  The Company recorded an income tax provision of $1,831 for the fiscal year ended June 30, 2008. During the year ended June 30, 2008, the Company reversed approximately $1,642 ($1,225 in third quarter and $415 in fourth quarter) of its valuation allowance for net deferred tax assets associated with its U.S. operations. This reversal of a portion of the U.S. operations deferred tax valuation allowance is based upon i) prudent and feasible tax planning strategies, ii) the U.S. operations historical and projected operating performance, and iii) management’s expectation that the operations will generate sufficient taxable income in future periods to realize a portion of the tax benefits associated with its deferred tax assets. The Company recorded an income tax provision of $958 for the fiscal year ended June 30, 2007. During the fourth quarter of fiscal year 2007, the Company reversed a portion of its valuation allowance for net deferred tax assets associated with its U.S. operations (approximately $2,500) which resulted in the recording of a net tax benefit of $1,437 for the quarter ended June 30, 2007. The reversal of a portion of the U.S. operations deferred tax valuation allowance was based upon the U.S. operations historical operating performances and management’s expectation that the operations will generate sufficient taxable income in future periods to realize a portion of the tax benefits associated with its net operating loss carryforwards. Partially offsetting the benefits of the valuation allowance releases in the fiscal years ended June 30, 2008 and 2007 were (a) foreign income taxed at rates higher than the U.S. statutory rate, (b) no benefit recognized for losses incurred in certain countries as the realization of such benefits was not more likely than not and (c) foreign and domestic permanent items. Therefore, the effective tax rates (excluding the reversal of a portion of the valuation allowance) of 42.0% for the fiscal year ended June 30, 2008 and 45.5% for the fiscal year ended June 30, 2007 differ from the statutory rate. The Company continues to assess the need for its deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement of the period that the adjustment is determined to be required.

Net Income.  The Company’s net income amounted to $6,436 for the fiscal year ended June 30, 2008 and primarily reflects the higher income from operations, partially offset by higher interest expense coupled with a favorable tax rate when compared to net income of $6,640 for the fiscal year ended June 30, 2007. Currency translation favorably impacted net income by approximately $1,838.

Impact of Inflation

The Company’s results are affected by the impact of inflation on manufacturing and operating costs. Historically, the Company has used selling price adjustments, cost containment programs and improved operating efficiencies to offset the otherwise negative impact of inflation on its operations.

Liquidity and Capital Resources

The Company’s cash flow from operating, financing and investing activities as reflected in the Consolidated Statement of Cash Flows are summarized in the tables below.

	Years Ended June 30,
	2009		2008		2007
	(In thousands)
Cash flow from operating activities:
Net cash provided by operating activities	$	2,631	$	7,632	$	4,246

Net cash from operating activities for the year ended June 30, 2009 decreased $5,001 compared to fiscal year 2008. The decrease reflects reduced profitability coupled with lower levels of accounts/notes payable due to the timing of vendor payments, lower accrued compensation, as bonus payments in fiscal 2009 for fiscal year 2008 performance exceeded those in fiscal 2008 for fiscal year 2007 performance, charges to vacation accruals during

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extended facility shut downs, higher restructuring payments and warranty related payments. Partially offsetting these decreases were lower balances of accounts/notes receivable and inventory and an increase in customer deposits. The decreased balances in accounts/notes receivable and inventory reflect the lower revenue in fiscal 2009 versus fiscal 2008 as well as the Company’s continued focus on cash management.

Net cash from operating activities for the year ended June 30, 2008 increased $3,386 compared to fiscal year 2007. Higher revenue and profitability led to increased receipts from sales in fiscal year 2008. Disciplined asset management led to a decline in days sales outstanding (59 in fiscal year 2008; 64 in fiscal year 2007) and an increase in inventory turns. Additionally, cash flow from operations benefited from the timing of the payment of certain trade account and notes payable. These increases were partially offset by higher restructuring payments, payments against acquisition related liabilities and lower customer deposits.

	Years Ended June 30,
	2009			2008			2007
	(In thousands)
Cash flow from investing activities:
Property and intangibles	$	(1,997	)	$	(3,545	)	$	(1,406	)
Investment in trust assets		—			—			(750	)
Purchase of Oxy-Dry, net of cash acquired		—			(298	)		(18,184	)
Purchase of Hildebrand, net of cash acquired		—			(148	)		(2,356	)
Net cash (used in) investing activities	$	(1,997	)	$	(3,991	)	$	(22,696	)

In fiscal year 2009 and 2008, the Company utilized $1,997 and $3,991 respectively, for investing activities primarily for additions to property, plant and equipment and other intangibles (primarily patents).

In fiscal year 2007, the amount utilized primarily reflects the acquisitions of Oxy-Dry and Hildebrand (net of acquired cash) of $20,540. In addition, cash utilized for investing includes additions to property, plant and equipment and other intangibles (primarily patents) of $1,406.

	Years Ended June 30,
	2009			2008			2007
	(In thousands)
Cash flow from financing activities:
Long and short term debt borrowings	$	16,764		$	13,414		$	66,957
Long and short term debt repayments		(12,365	)		(23,992	)		(45,163	)
Payment of debt financing costs		—			—			(2,306	)
Repurchase of Common Stock		(183	)		(760	)		—
Other		(602	)		(111	)		731
Net cash (used in) provided by financing activities	$	3,614		$	(11,449	)	$	20,219

The Company’s primary source of external financing is its Credit Agreement, as amended (the “Credit Agreement”), with LaSalle Bank National Association (“LaSalle”), which was subsequently acquired by and will be referred to hereinafter as Bank of America (“BofA”).

During fiscal year 2009 cash from financing activities of $3,614 primarily reflects borrowings in excess of repayments of $4,399. In addition, the Company utilized $602 to meet long term obligations under its capital lease and assumed liabilities obligations and $183 of cash to purchase shares of its Class A Common Stock under its share repurchase program. At June 30, 2009, approximately $2.4 million remained available for use under the share repurchase program. Repurchases are restricted under the terms of the credit agreement as amended on July 31, 2009.

During fiscal year 2008 the Company utilized cash in financing activities of $11,449. Based on the strength of its operating cash flow, the Company was able to make net debt repayments against its external credit facilities of $10,578. In addition, the Company utilized $760 of cash to purchase shares of its Class A Common Stock under its share repurchase program. At June 30, 2008, approximately $2.5 million remained available for use under the share repurchase program.

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During fiscal year 2007, the Company entered into a Credit Agreement with Bank of America (“BofA”). Under the terms of the Credit Agreement, the Company received a $35 million bridge loan, the proceeds of which were used to refinance the Company’s previously existing obligations and fund the acquisition of Oxy-Dry and Hildebrand and the associated closing costs. The Credit Agreement provided for the bridge loan to be converted to a permanent facility, consisting of a $15 million term loan (the “Term Loan”) and $35 million of revolving lines of credit. On January 19, 2007, the Company initiated a draw on this permanent financing facility using the proceeds to repay the aforementioned bridge loan and associated interest.

During the third quarter of fiscal year 2009, the Company was not in compliance with certain provisions of its credit agreement. The restructuring charges, goodwill impairment charge and additional inventory/accounts receivable reserves recorded during the third quarter would have caused the Company’s trailing twelve month reported EBITDA to decrease to a level lower than the minimum level required by the Credit Agreement. On March 31, 2009, the Company entered into a Modification and Limited Waiver Agreement (the “Waiver Agreement”) with Bank of America, as Lender and as Administrative Agent, and certain other Lenders covering the period from March 31, 2009 through May 15, 2009, which period on May 15, 2009 was extended through July 31, 2009. The Waiver Agreement modified the credit agreement as follows: (i) increased the applicable margin rates 2.5% during the waiver period, (ii) reduced the amount of revolving credit available from $35,000 to $17,100 and (iii) increased the collateral. On July 31, 2009, the Company concluded an amendment to its credit agreement with Bank of America. The amendment modified the Credit Agreement as follows: (i) euro borrowings bear interest at LIBOR plus 4.50%, or in the case of U.S. dollar loans, at the prime rate plus 3.00%, (ii) reduced the amount of revolving commitment from $35,000 to $25,000 provided that the aggregate of all revolving loans outstanding plus $7,900 not exceed $25,000 and (iii) increased collateral.

Prior to the amendment entered into on July 31, 2009 interest rates under the permanent facility were dependant on which option the Company elected under the Credit Agreement, and were based on London Interbank Offering Rates (“LIBOR”), or in the case of U.S. dollar loans, at the prime rate. Loans based on LIBOR bear interest at LIBOR plus: i) 2.50% when the total debt to EBITDA ratio is greater than 3.00:1, ii) 2.25% when the total debt to EBITDA ratio is greater than 2.50:1 but less than or equal to 3.00:1, iii) 2.00% when the total debt to EBITDA ratio is greater than 2.00:1 but less than or equal to 2.50:1, and iv) 1.75% when the total debt to EBITDA ratio is less than or equal to 2.00:1. Loans based on the prime rate bore interest at the prime rate plus: i) 1.00% when the total debt to EBITDA ratio is greater than 3.00:1, ii) 0.75% when the total debt to EBITDA ratio is greater than 2.50:1 but less than or equal to 3.00:1, iii) 0.50% when the total debt to EBITDA ratio is greater than 2.00:1 but less than or equal to 2.50:1, and iv) 0.25% when the total debt to EBITDA ratio is less than or equal to 2.00:1.

The Credit Agreement as amended on July 31, 2009 requires the Company to satisfy minimum EBITDA, Fixed Charge Coverage Ratio, Total Funded Debt Ratio, Minimum Currency Adjusted Net Sales, Capital Expenditures, and Minimum Liquidity tests. Minimum EBITDA, as defined, must not be less than i) $1,100 for the six month period ending December 31, 2009, ii) $2,300 for the three Fiscal Quarters ending March 31, 2010, iii) $4,100 for the fiscal year ending June 30, 2010 and iv) $12,000 for each Four Fiscal Quarter computation period ending on or after September 30, 2010. The Fixed Charge Coverage Ratio, as defined, must not be less then 1.25 to 1.00 for the Four Fiscal Quarter Computation Period ending September 30, 2010. The Leverage Ratio must not exceed 3.00 to 1.00 for the Four Fiscal Quarter Computation Period ending September 30, 2010. Currency Adjusted Net Sales must not be less then certain defined levels for the fifteen reporting periods consisting of three consecutive three-month periods commencing with the first reporting period ending on July 31, 2009 and the final reporting period ending on September 30, 2010. Capital expenditures must not exceed $1,000 for the Fiscal Year ending June 30, 2010. Minimum Liquidity, as defined as the U.S. Dollar Equivalent of consolidated cash and cash equivalents of the Parent, Domestic and European Subsidiaries shall not be less than $300 and not permit borrowings under the Revolving Loan or request issuance or increase in any Letters of Credit if the sum of all Dollar Equivalent Revolving Outstandings, Letters of Credit and Specified Availability exceeds $25,000.

The Credit Agreement, prior to the July 31, 2009 amendment, required the Company to satisfy certain minimum EBITDA, Fixed Charge Coverage Ratio and Total Funded Debt Ratio tests. The Credit Agreement provided that total EBITDA, as defined in the Credit Agreement, must not be less than i) $10,000 for each of the computation periods ending on December 31, 2006 and March 31, 2007 ii) $11,000 for each of the computation periods ending on June 30, 2007 and September 30, 2007 and iii) any computation period ending on December 31,

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2007 and thereafter: $12,000. The Fixed Charge Coverage Ratio, as defined in the Credit Agreement, must not be less than 1.25 to 1.0 commencing with the computation period ending on December 31, 2006. Total Funded Debt Ratio, as defined in the Credit Agreement shall not exceed i) 3.50 to 1.0 for any computation period ending on or after December 31, 2006 and on or before March 31, 2009 and ii) 3.00 to 1.0 for any computation period on or after June 30, 2009. The Company was in compliance with loan covenants at June 30, 2007 and 2008.

The term of the permanent facility remained at five years under the July 31, 2009 amendment, maturing on November 21, 2011. Commencing on February 21, 2007, the Company has been required to repay the Term Loan in quarterly installments as provided in the Credit Agreement through November 21, 2011. Payments against the term loan in fiscal years 2009, 2008 and 2007 were approximately $2,916, $2,311, and $787, respectively.

Borrowings under the Credit Agreement in the U.S. are secured by substantially all of the Company’s domestic assets (approximately $20,000) and in Europe by a pledge of the Company’s European assets and the stock of the Company’s European subsidiaries and certain Asian subsiding stock.

The Company incurred cash costs of approximately $1,168 associated with the July 31, 2009 amendment. Certain of these costs, along with legacy deferred financing costs, are required to be charged to expense and the Company will record a charge of approximately $1,177 during the first quarter of fiscal year 2010. The balance of these costs coupled with legacy deferred financing costs, totaling approximately $1,231, will be amortized over the remaining term of the amended agreement.

Restructuring and Cost Saving Initiatives

During the fiscal year ended June 30, 2009 the Company announced restructuring and cost saving initiatives in response to the significant challenges facing the market for printing equipment due to the then current economic environment. The total restructuring charges of $4,747 ($681 during the quarter ended December 31, 2008 and $4,066 during the quarter ended March 31, 2009) are designed to reduce the Company’s worldwide cost base and strengthen its competitive position as a leading global supplier of process automation equipment. The restructuring actions primarily relate to employment reductions and facility consolidation in Germany. The Company made cash payments from these plans of $2,489 in fiscal year 2009 (a total of $3,051 of restructuring payments made were in fiscal year 2009 under all of its restructuring plans including its prior year restructuring plans) and anticipates a total of approximately $2,258 in addition to be paid through the second quarter of fiscal year 2010.

The restructuring actions, combined with other initiatives implemented during the year, in Europe, the U.S. and Japan eliminated approximately 107 full-time positions. In addition, the Company eliminated merit increases for all of the Company’s workforce (except those covered by existing union contracts), temporarily suspended the Company’s matching contribution to the U.S. 401 (k) plan, reduced U.S. based healthcare costs and has received voluntary salary reduction agreements from senior managers. The Company estimates that annual savings from all of the above initiatives will be approximately $10,000.

The Company has also instituted cost reduction initiatives involving reduction in overtime, implementation of short-time work weeks, reduction of external service providers and extension of holiday shut down, reduced use of subcontractors and temporary labor and related travel costs, and management of other variable costs, all of which are expected to provide additional annual savings of approximately $13,900.

The Company maintains relationships with foreign and domestic banks, which combined, have extended credit facilities totaling $34,533 at June 30, 2009. As of June 30, 2009, the Company had $29,018 outstanding (including Letters of Credit and Guarantees under these facilities). The amount available under these facilities at June 30, 2009 was $5,515.

The Company believes that its cash flow from operations, along with its available bank lines of credit are sufficient to finance its operations and other capital requirements over the term of the Credit Agreement.

At June 30, 2009 and 2008, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, the Company is not exposed to any financing, liquidity, market or credit risk that could arise if the Company had engaged in such relationships.

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Contractual Obligations

The Company’s contractual obligations as of June 30, 2009 are summarized below:

	Fiscal Years Ending June 30,
	Total at
	June 30,												2015 and
	2009		2010		2011		2012		2013		2014		Thereafter
	(In thousands)
Loans payable	$	4,153	$	4,153	$	—	$	—	$	—	$	—	$	—
Capital lease obligations		227		137		87		3		—		—		—
Long-term debt		23,834		3,534		4,350		15,950		1,991		—		—
Non-cancelable operating lease obligations		22,671		6,180		4,288		3,211		—		1,510		5,490
Purchase commitments (materials)		9,773		9,413		360		—		—		—		—
Supplemental compensation(1)		8,842		1,101		973		735		943		756		4,334
Restructuring and integration payments		2,258		2,258		—		—		—		—		—
Interest expense(2)		2,612		1,098		1,118		396		—		—		—
Total contractual cash obligations	$	74,369	$	27,874	$	11,176	$	20,295	$	2,934	$	2,266	$	9,824

(1)	the amount includes estimated benefit payments as well as estimated contributions for fiscal year 2010 (See Note 13).
(2)	interest reflects interest rates based on amendment in force at June 30, 2009

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification^tm and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification^tm (“Codification” or “ASC”) as the sole source of authoritative GAAP recognized by the FASB for nongovernmental entities. Rules and interpretive releases issued by the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009 (effective September 30, 2009 for the Company). The Company does not believe that the adoption of SFAS 168 will have a material effect on its Consolidated Financial Statements.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R), and (“SFAS 167”). SFAS 167 amends FIN 46(R) and changes the consolidation guidance applicable to a variable interest entity (“VIE”). It also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. Previously, FIN 46(R) required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. Qualifying special purpose entities (“QSPEs”), which were previously exempt from the application of this standard, will be subject to the provisions of this standard when it becomes effective. SFAS 167 also requires enhanced disclosures about an enterprise’s involvement with a VIE. SFAS 167 is effective as of the beginning of the Company’s first annual reporting period that begins after November 15, 2009 (effective July 1, 2010 for the Company). The Company does not believe that adoption of SFAS No. 167 will have an impact on its Consolidated Financial Statements.

25

In June 2009, the FASB approved EITF No. 09-1, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”), which clarifies that share lending arrangements that are executed in connection with convertible debt offerings or other financings should be considered debt issuance costs and amortized using the effective interest method over the life of the financing arrangement as interest cost. In addition, EITF 09-1 states that the loaned shares should be excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the common and diluted earnings per share calculation. EITF 09-1 is effective for fiscal years beginning after December 15, 2009 (effective July 1, 2010 for the Company), and retrospective application is required for all periods presented. The Company does not believe that EITF 09-1 will have a material effect on its Consolidated Financial Statements.

In June 2009, the Company adopted SFAS No. 165, “Subsequent Events” (“SFAS 165”), to incorporate the accounting and disclosure requirements for subsequent events into U.S. generally accepted accounting principles. Prior to the issuance of the Statement, these requirements were included in the auditing standards in AICPA AU section 560, “Subsequent Events.” SFAS 165 introduces new terminology, defines a date through which management must evaluate subsequent events, and lists the circumstances under which an entity must recognize and disclose events or transactions occurring after the balance sheet date. It is effective prospectively for interim or annual reporting periods ending after June 15, 2009 (See Note 21) to the Consolidated Financial Statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), to make the guidance on other-than-temporary impairments of debt securities more operational and improve the financial statement disclosures related to other-than-temporary impairments for debt and equity securities. If the fair value of a debt security is below its amortized cost and the entity intends to sell the security or it is more likely than not that the entity will sell the security before recovery of the cost basis, an other-than-temporary impairment exists. The entire impairment is recognized in earnings. If it is more likely than not that the entity will not sell the security before recovery of the cost basis but it is probable the entity will be unable to collect all amounts due under the contractual terms of the security, an other-than-temporary impairment exists. The amount of the impairment related to credit losses is recognized in earnings with the amount of the impairment due to other factors recognized in other comprehensive income. FSP FAS 115-2 and FAS 124-2 are effective for annual and interim periods ending after June 15, 2009. The Company adopted the provisions of FSP FAS 115-2 and FAS 124-2 in June 2009 and it did not have a material effect on its Consolidated Financial Statements.

In April 2009, the FASB issued FASB Staff Position (“FSP”) FAS 107-1 and Accounting Principles Board Opinions (“APB”) 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), to require disclosures about fair value of financial instruments for interim reporting periods of public entities. An entity is required to disclose the methods and assumptions used in estimating fair value. FSP FAS 107-1 and APB 28-1 are effective for interim and annual periods ending after June 15, 2009. The Company adopted the provisions of FSP FAS 107-1 and APB 28-1 in June 2009 and it did not have a material effect on its Consolidated Financial Statements.

In December 2008, the Financial Accounting Standards Board issued FASB Staff Position (FSP) FAS 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” to require employers to provide more transparency about the assets in their postretirement benefit plans, including defined benefit pension plans. FSP FAS 132R-1 requires employers to consider various objectives in providing more detailed disclosures about plan assets. The disclosure required by the FSP is required for fiscal years ending after December 15, 2009. The Company intends to adopt FSP FAS 132R-1 effective for fiscal years ending on and after June 30, 2010 and does not expect the adoption to have a material effect on the Consolidated Financial Statements.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interest in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4 and FIN 46(R)-8 require enhanced disclosures regarding the transfer of financial assets and variable interest entities. The adoption of FSP 140-4 and FIN 46(R)-8 did not have a material effect on the Company’s Consolidated Financial Statements.

26

In November 2008, the Financial Accounting Standards Board ratified a consensus opinion reached by the Emerging Issues Task Force (EITF) on EITF Issue 08-7, “Accounting for Defensive Intangible Assets,” to clarify how to account for defensive intangible assets subsequent to initial measurement. This issue applies to acquired intangible assets, except for those used in research and development activities that an entity does not intend to actively use but intends to hold to prevent others from using. The consensus requires that intangible assets within the scope of Issue 08-7 be accounted for as separate units of accounting and assigned useful lives reflecting the period over which they diminish in fair value. EITF Issue 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, consistent with the effective date of FASB Statement 141 (revised 2007), Business Combinations. The Company intends to begin applying the provisions of EITF Issue 08-7 to defensive intangible assets acquired on July 1, 2009. The Company does not believe the adoption of EITF Issue 08-7 will have a significant effect on its Consolidated Financial Statements.

In November 2008, the FASB approved EITF 08-6, “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited (effective July 1, 2009 for the Company). The Company does not believe that EITF 08-6 will have a material effect on its Consolidated Financial Statements.

In July 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. The adoption of SFAS 159 did not have a material effect on the Company’s Consolidated Financial Statements.

In June 2008, the FASB approved EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock.” EITF 07-5 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock and thus meets one of the scope exceptions for derivative accounting under SFAS 133. The determination is a two step process which requires the evaluation of the instrument’s contingent exercise provisions and the instrument’s settlement provisions. EITF 07-5 is effective for fiscal years beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company does not believe that EITF 07-5 will have a material effect on its Consolidated Financial Statements.

In June 2008, the FASB issued FSP EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), which clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company is currently evaluating the requirements of FSP EITF 03-6-1 and has not yet determined the impact on its Consolidated Financial Statements.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion.” The FSP applies to convertible debt instruments that give the issuer the choice of settling the instrument on conversion either (a) entirely in cash or other assets or (b) partially in shares and partially in cash or other assets. The FSP requires issuers to account separately for the liability and equity components of convertible debt instruments that have stated terms permitting settlement on conversion in cash or other assets, with one exception-the accounting does not apply if the embedded conversion option must be accounted for separately as a derivative under SFAS 133. Convertible preferred shares accounted for in equity or temporary equity would also not be subject to the FSP. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years (effective July 1, 2009 for the Company). When effective, FSP APB 14-1 will be applied retrospectively to all periods presented in the financial statements. The cumulative effect of the accounting change on periods before those presented would be recognized as of the beginning of the first period presented, with an offsetting adjustment to the opening balance of retained earnings for that period, which would be presented separately. The Company does not believe that adoption of FSP No. APB 14-1 will have an impact on its Consolidated Financial Statements.

27

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — An Amendment of FASB Statement No. 133” (“SFAS 161”), which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted the provisions of SFAS 161 during the third quarter of the current fiscal year and it did not have a material effect on its Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” (“SFAS 141(R)”) which retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. SFAS 141(R) retains the guidance in Statement 141 for identifying and recognizing intangible assets separately from goodwill and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (effective July 1, 2009 for the Company). An entity may not apply SFAS 141(R) before that date. The impact of this Statement will be determined if and when an acquisition occurs.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS 160”).” SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the Consolidated Financial Statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (effective July 1, 2009 for the Company). Earlier adoption is prohibited. The Company does not believe that the adoption of SFAS 160 will have a material effect on its Consolidated Financial Statements.

In December 2007, the FASB ratified a consensus opinion reached by the EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF Issue 07-1”), which defines a collaborative arrangement as a contractual arrangement in which the parties are active participants in the arrangement and are exposed to significant risks and rewards that are dependent on the ultimate commercial success of the endeavor. Whether an arrangement is a collaborative arrangement would be determined at the inception of the arrangement and would be reconsidered when facts and circumstances indicate a change in either a participant’s role in the arrangement or its exposure to significant risks and rewards. Participants in a collaborative arrangement would be required to make certain disclosures in their annual financial statements about the nature and purpose of the arrangement and amounts reported in the income statement. The consensus in EITF Issue 07-1 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company does not believe that the adoption of EITF Issue 07-1 will have a material effect on its Consolidated Financial Statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”) which defines fair value and establishes a framework for measuring fair value. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB issued FSP FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” (“FSP FAS 157-1”)

28

which amends SFAS 157 to exclude SFAS No. 13 “Accounting for Leases” (“SFAS 13”), and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. In February 2008, the FASB issued FSP 157-2, “Effective Date of FASB Statement No. 157”, which defers the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized at fair value in the financial statements on a recurring basis (at least annually). In October, 2008 the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”), which applies to financial assets subject to the fair value accounting requirements of SFAS 157 and clarifies the application of SFAS 157’s valuation requirements to a financial asset in a market that is not active. FSP FAS 157-3 was effective upon issuance, including for prior periods if financial statements had not yet been issued. In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 emphasizes that, regardless of whether the volume and level of activity for an asset or liability have decreased significantly and regardless of which valuation technique was used, the objective of a fair value measurement under FASB Statement 157, Fair Value Measurements, remains the same — to estimate the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. If it is determined that the activity for an asset or liability has significantly decreased, the quoted market price may not be fair value and the entity must perform additional analysis to determine fair value. This analysis may include the use of valuation techniques other than quoted market prices. If it is determined that a transaction for an asset or liability was not orderly, an entity should place little weight on that transaction when determining fair value. FSP FAS 157-4 is effective for annual and interim periods ending after June 15, 2009 and must be applied prospectively. On July 1, 2008 the Company adopted the provisions of SFAS 157 and related FSP’s as it applies to financial assets and liabilities, and it did not have a material effect on its Consolidated Financial Statements.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

(amounts in thousands)

The Company operates internationally and is exposed to certain market risks arising from transactions that in the normal course of business include fluctuations in interest rates and currency exchange rates. While the Company occasionally uses derivative financial instruments in order to manage or reduce these risks, typically currency futures contracts and interest rate swap agreements, the Company does not enter into derivative or other financial instruments for trading or speculative purposes.

Interest Rate and Debt Sensitivity

As of June 30, 2009, the Company had debt totaling $27,987, most of which bears interest at floating rates.

The Company performed a sensitivity analysis as of June 30, 2009, assuming a hypothetical one percentage point increase in interest rates. Holding other variables constant (such as foreign exchange rates and debt levels), a one percentage point increase in interest rates would affect the Company’s pre-tax income by approximately $280. However, actual increases or decreases in earnings in the future could differ materially from this analysis based on the timing and amount of both interest rate changes and amounts borrowed by the Company.

29

Currency Exchange Rate Sensitivity

The Company derived approximately 77% of its revenues from countries outside of the Americas for the fiscal year ended June 30, 2009. Results were and continue to be affected by fluctuations in foreign currency exchange rates. The Company’s policy is to hedge the impact of currency rate fluctuations, which could have a material impact on the Company’s financial results. The Company utilizes foreign currency exchange forward contracts to hedge certain of these exposures. The Company also maintains certain levels of cash denominated in various currencies, which acts as a natural hedge against adverse variations in individual currencies.

The Company performed a sensitivity analysis as of June 30, 2009 assuming a hypothetical 10% adverse change in foreign currency exchange rates. Holding all other variables constant, the analysis indicated that such a market movement would affect the Company’s pre-tax income by approximately $756. However, actual gains and losses in the future could differ materially from this analysis based on the timing and amount of both foreign currency exchange rate movements and the Company’s actual exposures and hedges.

30

Item 8.   Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		32
Consolidated Balance Sheets at June 30, 2009 and June 30, 2008		34
Consolidated Statements of Operations for the years ended June 30, 2009, June 30, 2008 and June 30, 2007		36
Consolidated Statements of Changes in Shareholders’ Equity for the years ended June 30, 2009, June 30, 2008 and June 30, 2007		37
Consolidated Statements of Cash Flows for the years ended June 30, 2009, June 30, 2008 and June 30, 2007		38
Notes to Consolidated Financial Statements		39

31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Baldwin Technology Company, Inc.

We have audited the accompanying consolidated balance sheets of Baldwin Technology Company, Inc. and subsidiaries as of June 30, 2009 and 2008, and the related consolidated statements of operation, changes in stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2009. Our audits of the basic financial statements included the financial statement schedule II listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Baldwin Technology Company, Inc., and subsidiaries as of June 30, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2009 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statement taken as a whole, present fairly, in all material respects, the information set forth, therein.

As discussed in Note 10 to the consolidated financial statements, the Company adopted the provision of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109” effective July 1, 2007.

Also, as discussed in Note 7 to the consolidated financial statements, the Company changed its method of accounting for certain of its domestic inventory from last in, first out (LIFO) to first in, first out (FIFO) method effective as of June 30, 2009 and applied this change retrospectively in accordance with Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections”.

/s/ GRANT THORNTON LLP

New York, New York

September 28, 2009

32

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33

BALDWIN TECHNOLOGY COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,			June 30,
	2009			2008*
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,806		$	9,333
Accounts receivable trade, net of allowance for doubtful accounts of $1,698 ($1,180 at June 30, 2008)		25,528			42,262
Notes receivable, trade		4,126			7,303
Inventories		22,765			32,849
Deferred taxes, net		2,951			1,497
Prepaid expenses and other		6,494			7,016
Total current assets		75,670			100,260
MARKETABLE SECURITIES:
(Cost $690 at June 30, 2009 and $594 at June 30, 2008)		523			591
PROPERTY, PLANT AND EQUIPMENT:
Land and buildings		1,134			1,408
Machinery and equipment		6,913			7,257
Furniture and fixtures		4,675			5,479
Capital leases		139			269
		12,861			14,413
Less: Accumulated depreciation		(7,269	)		(8,254	)
Net property, plant and equipment		5,592			6,159
INTANGIBLES, less accumulated amortization of $9,397 ($8,100 at June 30, 2008)		11,210			11,949
GOODWILL, less accumulated amortization of $1,462 ($3,765 at June 30, 2008)		20,708			27,751
DEFERRED TAXES, NET		6,543			6,482
OTHER ASSETS		7,759			7,135
TOTAL ASSETS	$	128,005		$	160,327

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

The accompanying notes to Consolidated Financial Statements are an integral part of these statements.

34

BALDWIN TECHNOLOGY COMPANY, INC.

CONSOLIDATED BALANCE SHEETS — (Continued)

	June 30,			June 30,
	2009			2008*
	(In thousands, except share and per share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Loans payable	$	4,153		$	3,767
Current portion of long-term debt		3,534			3,472
Accounts payable, trade		14,896			23,376
Notes payable, trade		6,917			8,661
Accrued salaries, commissions, bonus and profit-sharing		4,512			9,572
Customer deposits		1,991			1,001
Accrued and withheld taxes		1,277			2,104
Income taxes payable		40			1,070
Other accounts payable and accrued liabilities		10,968			15,100
Total current liabilities		48,288			68,123
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		20,300			17,963
Other long-term liabilities		11,782			11,959
Total long-term liabilities		32,082			29,922
Total liabilities		80,370			98,045
Commitments and contingencies
SHAREHOLDERS’ EQUITY:
Class A Common Stock, $.01 par, 45,000,000 shares authorized, 14,233,244 shares issued at June 30, 2009 and 14,139,734 shares issued at June 30, 2008		143			142
Class B Common Stock, $.01 par, 4,500,000 shares authorized, 1,142,555 shares issued at June 30, 2009 and June 30, 2008		11			11
Capital contributed in excess of par value		47,308			46,398
Accumulated (deficit) earnings		(1,858	)		9,953
Accumulated other comprehensive income		2,031			5,778
Total shareholders’ equity		47,635			62,282
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	128,005		$	160,327

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory
valuation methodology from LIFO to FIFO for certain domestic inventory.

The accompanying notes to Consolidated Financial Statements are an integral part of these statements.

35

BALDWIN TECHNOLOGY COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended June 30,
	2009			2008*			2007*
	(In thousands, except per share data)
Net sales	$	176,572		$	236,330		$	201,477
Cost of goods sold		123,143			161,499			135,493
Inventory reserve		4,250			—			—
Gross profit		49,179			74,831			65,984
Operating expenses:
General and administrative		21,430			26,008			23,049
Selling		14,779			18,197			14,905
Engineering and development		14,989			18,640			16,913
Restructuring charges		4,747			960			994
Impairment of goodwill		5,658			—			—
		61,603			63,805			55,861
Operating (loss) income		(12,424	)		11,026			10,123
Other (income) expense:
Interest expense		2,305			3,127			2,272
Interest (income)		(37	)		(183	)		(210	)
Other (income) expense, net		(868	)		(271	)		253
		1,400			2,673			2,315
(Loss) income from operations before income taxes		(13,824	)		8,353			7,808
(Benefit) provision for income taxes:
Domestic		(1,841	)		(1,406	)		(2,402	)
Foreign		(172	)		3,268			3,436
Total income tax provision		(2,013	)		1,862			1,034
Net (loss) income	$	(11,811	)	$	6,491		$	6,774
Net (loss) income per share:
Net (loss) income per share — basic	$	(0.77	)	$	0.42		$	0.45
Net (loss) income per share — diluted	$	(0.77	)	$	0.41		$	0.43
Weighted average shares outstanding:
Basic		15,329			15,444			15,169
Diluted		15,329			15,730			15,716

*  See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

The accompanying notes to Consolidated Financial Statements are an integral part of these statements.

36

BALDWIN TECHNOLOGY COMPANY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

													Capital						Accumulated
	Class A						Class B						Contributed			Accumulated			Other
	Common Stock						Common Stock						in Excess of			Earnings/			Comprehensive			Treasury Stock						Comprehensive
	Shares			Amount			Shares			Amount			Par Value			(Deficit)*			Income			Shares			Amount			Income (Loss)*
	(In thousands, except shares)
Balance at June 30, 2006:		17,376,215		$	174			1,537,681		$	15		$	57,943		$	(894	)	$	2,626			(3,924,472	)	$	(13,451	)
Year ended June 30, 2007:
Net income for the year																	6,774											$	6,774
Translation adjustment																				413									413
Unrealized gain on available-for sale securities, net of tax																				17									17
Amortization stock-based compensation														782
Reduction of minimum pension liability, net of tax																				110									110
Recognition of pension funded status, net of tax																				(76	)
Shares converted Class B to Class A		51,068						(51,068	)
Unrealized gain on forward contracts																				(39	)								(39	)
Shares issued under stock option plan		448,339			5			212						774									(3,868	)		(19	)
Comprehensive income																												$	7,275
Balance at June 30, 2007:		17,875,622		$	179			1,486,825		$	15		$	59,499		$	5,880		$	3,051			(3,928,340	)	$	(13,470	)
Year ended June 30, 2008
Adoption of FIN 48 — uncertain tax positions																	(2,418	)
Net income for the year																	6,491												6,491
Translation adjustment																				3,194									3,194
Unrealized loss on available- for-sale securities, net of tax																				(128	)								(128	)
Recognition of pension funded status, net of tax																				(339	)								(339	)
Comprehensive income																												$	9,218
Amortization of stock based compensation														1,031
Repurchase of shares																							(289,095	)		(760	)
Shares converted Class B to Class A		50,000			1			(50,000	)		(1	)
Retirement of treasury stock		(3,931,400	)		(39	)		(294,270	)		(3	)		(14,233	)								4,225,670			14,275
Shares issued under stock option plan		145,512			1									101									(8,235	)		(45	)
Balance at June 30, 2008:		14,139,734		$	142			1,142,555		$	11		$	46,398		$	9,953		$	5,778		$	0		$	0
Year ended June 30, 2009
Net loss for the year																	(11,811	)											(11,811	)
Translation adjustment																				(3,186	)								(3,186	)
Unrealized loss on available- for-sale securities, net of tax																				(94	)								(94	)
Recognition of pension funded status, net of tax																				(467	)								(467	)
Comprehensive loss																												$	(15,558	)
Amortization of stock based Compensation														1,092
Repurchase of shares																							(85,365	)		(157	)
Retirement of treasury stock		(98,276	)		(1	)								(182	)								98,276			183
Shares issued under stock option plan		191,786			2																		(12,911	)		(26	)
Balance at June 30, 2009:		14,233,244		$	143			1,142,555		$	11		$	47,308		$	(1,858	)	$	2,031			0		$	0

*  See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

The accompanying notes to Consolidated Financial Statements are an integral part of these statements.

37

BALDWIN TECHNOLOGY COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended June 30,
	2009			2008*			2007*
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(11,811	)	$	6,491		$	6,774
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		2,773			2,827			2,222
Deferred taxes		(1,543	)		1,420			(345	)
Provision for losses on accounts receivable		392			257			309
Inventory and accounts receivable charge		4,715			—			—
Restructuring charges		4,747			960			994
Impairment charge		5,658			—			—
Stock compensation costs		1,092			1,031			782
Changes in assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable, trade		17,488			3,279			(565	)
Inventories		3,781			1,479			(1,208	)
Prepaid expenses and other		(229	)		(782	)		46
Other assets		(359	)		(24	)		(44	)
Customer deposits		1,069			(4,890	)		(545	)
Accrued salaries, commissions, bonus and profit sharing		(4,396	)		464			(380	)
Payments of restructuring charges		(3,051	)		(859	)		(533	)
Payments of integration costs		(165	)		(1,524	)		(1,153	)
Accounts and notes payable, trade		(10,907	)		1,623			277
Income taxes payable		(1,101	)		(859	)		380
Accrued and withheld taxes		(827	)		311			(243	)
Other accounts payable and accrued liabilities		(4,695	)		(3,572	)		(2,522	)
Net cash provided by operating activities		2,631			7,632			4,246
Cash flows from investing activities:
Investment in trust assets		—			—			(750	)
Purchase of Oxy-Dry, net of cash acquired		—			(298	)		(18,184	)
Purchase of Hildebrand, net of cash acquired		—			(148	)		(2,356	)
Additions of property, plant and equipment		(1,048	)		(1,857	)		(744	)
Additions of intangibles		(949	)		(1,688	)		(662	)
Net cash (used in) investing activities		(1,997	)		(3,991	)		(22,696	)
Cash flows from financing activities:
Long-term and short-term debt borrowings		16,764			13,414			66,957
Long-term and short-term debt repayments		(12,365	)		(23,992	)		(45,163	)
Principal payments under capital lease obligations		(149	)		(111	)		(153	)
Payment of debt financing costs		—			—			(2,306	)
Other long-term liabilities		(479	)		(102	)		105
Repurchase of Common Stock		(157	)		(760	)		—
Proceeds from stock option exercise		—			102			779
Net cash provided (used in) by financing activities		3,614			(11,449	)		20,219
Effect of exchange rate changes		225			1,107			(221	)
Net increase (decrease) in cash and cash equivalents		4,473			(6,701	)		1,548
Cash and cash equivalents at beginning of year		9,333			16,034			14,486
Cash and cash equivalents at end of year	$	13,806		$	9,333		$	16,034
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	1,780		$	3,247		$	2,205
Income taxes	$	831		$	1,551		$	555

*  See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

The accompanying notes to Consolidated Financial Statements are an integral part of these statements.

38

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands except for share and per share data)

Note 1 — Organization of Business:

Baldwin Technology Company, Inc. and its subsidiaries (“Baldwin” or the “Company”) are engaged primarily in the development, manufacture and sale of process automation equipment and related consumables for the printing and publishing industry. Headquartered in Shelton, Connecticut, the Company has sales and service centers and product development and manufacturing operations in the Americas, Asia, Australia and Europe. The Company manages its business as one reportable business segment built around its core competency in process automation and equipment.

Note 2 — Summary of Significant Accounting Policies:

The following are the significant accounting policies followed by the Company:

Consolidation.  The Consolidated Financial Statements include the accounts of Baldwin, its wholly owned subsidiaries, one 90% owned subsidiary and an 80% owned subsidiary. The minority interest amounts are not material to the Consolidated Financial Statements and therefore are not disclosed.

Cash and cash equivalents.  The Company considers all highly liquid instruments (cash and short-term securities) with original maturities of three months or less to be cash equivalents.

Accounts Receivable, Notes Receivable/Payable.  Accounts receivable are recorded at their net realizable value after deducting an allowance for doubtful accounts. Such allowance is estimated based on specific cases based on historical incurred losses. Notes receivable, trade reflect promissory notes issued by customers of the Company’s Japanese subsidiary. Notes payable, trade reflect obligations of the Company’s Japanese subsidiary to suppliers.

Translation of Foreign Currencies.  All assets and liabilities of foreign subsidiaries are translated into dollars at the fiscal year-end (current) exchange rates, and revenue and expense are translated at average rates for the fiscal year. The resulting translation adjustments are included in shareholders’ equity. Gains and losses on foreign currency exchange transactions are reflected in the statement of operations. Net transaction gains and losses credited or charged to “Other expense (income), net” for the fiscal years ended June 30, 2009, 2008 and 2007 were $1,025, $66 and $513, respectively.

Hedging.  The Company operates internationally and is exposed to certain market risks arising from transactions that in the normal course of business include fluctuations in interest rates and currency exchange rates. While the Company occasionally uses derivative financial instruments in order to manage or reduce these risks, typically currency futures contracts and interest rate swap agreements, the Company does not enter into derivative or other financial instruments for trading or speculative purposes. The Company’s policy is to hedge the impact of currency rate fluctuations, which could have a material impact on the Company’s financial results. The Company utilizes foreign currency forward contracts to hedge these exposures.

If a derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the underlying hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in fair value of the derivative are recorded in Other Comprehensive Income (“OCI”) and are recognized in the statement of operations when the underlying hedged item affects earnings. Ineffectiveness related to cash flow hedges is recognized in earnings and is included in “Other expense (income), net”. The Company did not enter into any cash flow hedges for the periods ended June 30, 2009, 2008, or 2007, and the effect of fair value hedge activities is not material to the Consolidated Financial Statements for the periods ending June 30, 2009, 2008 or 2007.

Concentration of Credit Risk.  Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts and notes receivable and cash and cash equivalents. The Company controls this risk through credit approvals, customer limits and monitoring procedures. For the fiscal years ended June 30, 2009, 2008 and 2007, one customer accounted for more than 10% of the Company’s net sales

39

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and trade accounts receivable. Koenig and Bauer Aktiengesellschaft (“KBA”) accounted for approximately 13%, 15% and 17%, of the Company’s net sales for the fiscal years ended June 30, 2009, 2008 and 2007, respectively, and 12% and 15% of trade accounts receivable at June 30, 2009 and 2008, respectively. The Company’s ten largest customers accounted for approximately 45%, 46% and 49% of the Company’s net sales for each of the fiscal years ended June 30, 2009, 2008 and 2007, respectively. Foreign cash balances at June 30, 2009 and 2008 were $12,090 and $8,582, respectively.

Marketable Securities.  The Company classifies all of its marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value based on quoted market prices, with the unrealized gains and losses net of income taxes, reported as a component of other comprehensive income (loss) included within shareholders’ equity. Cost is determined using the average cost method.

Inventories.  Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out (FIFO) method (see Note 7). Baldwin writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

Property, Plant and Equipment.  The Company depreciates its assets over their estimated useful lives. The estimated useful lives range from 27 to 30 years for buildings, 7 to 10 years for machinery and equipment, 3 to 7 years for furniture and fixtures, the shorter of the lease term or the life of the lease for leasehold improvements and 5 to 7 years for capital leases. Plant and equipment are carried at historical cost and are depreciated using primarily the straight-line method. Repair and maintenance expenditures are expensed as incurred. Depreciation expense amounted to $1,346, $1,645 and $1,378 for the fiscal years ended June 30, 2009, 2008 and 2007, respectively.

Long-lived Assets.  Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company evaluates the basis of its long-lived assets based on expectations of undiscounted cash flows related to those assets. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company believes that no impairment of its long-lived assets existed at June 30, 2009 or at June 30, 2008.

Stock Based Compensation.  Stock-based compensation represents the cost related to stock-based awards granted to employees. The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model. The Company typically issues new shares upon share option exercise. The Company records deferred tax assets for awards that will result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in Additional Paid-in Capital (if the tax deduction exceeds the deferred tax asset) or in the Consolidated Statement of Operations (if the deferred tax asset exceeds the tax deduction and no additional paid-in capital exists from previous awards).

Goodwill and Other Intangible Assets.  Goodwill is tested for impairment at the reporting unit level at least annually, by determining the fair value utilizing a combination of income and market approaches of the reporting unit and comparing the fair value with its recorded book value. The income approach applies a discounted cash flow methodology to the Company’s future period projections and a market approach compares the Company’s multiples of revenues and earnings with those of comparable companies. A reporting unit is the lowest level of an entity that is a business and can be distinguished from other activities, operations, and assets of the entity. If, during the annual impairment review, the book value of the reporting unit exceeds the fair value, the implied fair value of the reporting unit’s goodwill is compared with the carrying amount of the unit’s goodwill. If the carrying amount exceeds the implied fair value, goodwill is written down to its implied fair value. SFAS No. 142 requires management to estimate the fair value of each reporting unit, as well as the fair value of the assets and liabilities of each reporting

40

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unit, other than goodwill. The implied fair value of goodwill is determined as the difference between the fair value of a reporting unit, taken as a whole, and the fair value of the assets and liabilities of such reporting unit.

As a result of the deteriorating macro-economic environment, the continued market volatility and the Company’s decreased market capitalization, the Company assessed the recoverability of its goodwill carrying value as required by Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (SFAS 142). In accordance with SFAS 142, a two-step process was used to test goodwill impairment. The first step was to determine if there is an indication of impairment by comparing the estimated fair value of each reporting unit to its carrying value including goodwill. Goodwill is considered impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with its carrying value. As a result of the assessment, the Company recorded a non-cash goodwill impairment charge of $5,658, primarily related to its Japan reporting unit during the third quarter of fiscal year 2009.

Other intangible assets include patents, trademarks and engineering drawings, which are amortized on a straight-line basis over the estimated useful lives of the related assets, generally 15 to 30 years. Amortization expense amounted to $1,427, $1,182 and $844 for the fiscal years ended June 30, 2009, 2008 and 2007, respectively.

Income Taxes.  Deferred taxes are determined under the asset and liability approach. Deferred tax assets and liabilities are recognized on differences between the book and tax basis of assets and liabilities using presently enacted tax rates. Further, deferred tax assets are recognized for the expected benefits of available net operating loss carryforwards, capital loss carryforwards and foreign tax credit carryforwards. Valuation allowances are recognized to reduce deferred tax assets to the amount that will more likely than not be realized. In assessing the need for a valuation allowance, management considers all available evidence including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. When the Company changes its determination as to the amount of deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to income tax expense in the period in which such determination is made.

Fair Value Disclosure of Financial Instruments.  The Company’s financial instruments consist of cash and cash equivalents, short-term securities, accounts receivable, notes receivable, marketable securities, capital lease obligations, accounts payable, notes payable, other short and long-term borrowings, and derivative financial instruments. The carrying amount of the short term instruments approximates fair market value due to their short term nature. The carrying amount of marketable securities approximates market value based on quoted market prices. The carrying amount of long term borrowings and capital lease obligations approximates fair value as their interest rate is current market rate.

Fair Value Measurements.  Effective July 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) which establishes a framework for fair value and expands disclosures about financial instruments.

SFAS 157 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs consist of market data obtained from independent sources while unobservable inputs reflect the Company’s own market assumptions. These inputs create the following fair value hierarchy:

•  Level 1 — Quoted prices in active markets for identical assets or liabilities

•  Level 2 — Valuations based on quoted prices in markets that are not active, quoted prices for similar assets or liabilities or all other inputs that are observable

•  Level 3 — Unobservable inputs for which there is little or no market data which require the Company to develop its own assumptions

41

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

If the inputs used to measure the fair value of a financial instrument fall within different levels of the hierarchy, the financial instrument is categorized based upon the lowest level input that is significant to the fair value measurement.

Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.

At June 30, 2009, the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis, consistent with the fair value hierarchy provisions of SFAS 157, and valued as Level 1 are comprised of Marketable Securities of $523. At June 30, 2009, the Company did not have any assets or liabilities at fair value on a recurring basis using significant unobservable inputs (Level 3) in the Consolidated Financial Statements.

Warranty.  The Company’s standard contractual warranty provisions are to repair or replace, at the Company’s option, a product that is proven to be defective. The Company estimates its warranty costs as a percentage of revenues on a product-by-product basis, based on actual historical experience within the Company. Hence, the Company accrues estimated warranty costs at the time of sale and is included in “Cost of goods sold”. In addition, should the Company become aware of a specific potential warranty claim, a specific charge is recorded and accounted for separately from the percent of revenue discussed above. The Company has accrued estimated future warranty and customer support obligations of $2,626 and $5,421 at June 30, 2009 and 2008, respectively, which are included in “Other accounts payable and accrued liabilities” (see Note 19).

Revenue Recognition.  The Company’s products are sold with terms and conditions that vary depending on the nature of the product sold and the cultural and business environments in which the Company operates.

The Company recognizes revenue based on the type of product sold and the obligations under the contract. Revenue is recognized on contracts for design, manufacture and delivery of equipment without installation (equipment sales) and parts, service and consumables at the time of transfer of title or rendering of services. The Company considers revenue realized on equipment sales when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. In contracts that include additional services, including installation, start-up and/or commissioning (system sales), the Company recognizes revenue on each element of the contract as appropriate. Installation services are provided to the customer on an as-needed basis and may be contracted for separately or included in the same contract as the equipment sale. Revenue is recognized for installation services at the completion of the contractually required services.

Contracts for system sales may include multiple-element revenue arrangements. When the Company enters into multiple-element revenue arrangements, which may include installation services as a contractual element, along with the purchase price of the product as a contractual element, the arrangement is separated into its stand-alone elements for revenue recognition purposes. When the delivered item has value to the customer on a stand alone basis, there is objective and reliable evidence of the fair value of the undelivered item and the arrangement does not include a general right of return, revenue is recognized on each element as separate units of accounting. If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being deferred until the last undelivered contractual element is fulfilled.

Standard payment terms may include a deposit to be received with the customer order, progress payments until equipment is shipped and a portion of the balance due within a set number of days following shipment. In those cases when the Company renders invoices prior to performance of the service, the Company records deferred revenue until completion of the services, whereupon revenue is fully recognized.

Freight terms are generally FOB shipping dock with risk of loss passing to the purchaser at the time of shipment. If a loss should occur in transit, the Company is not responsible for, and does not administer insurance claims unless the terms are FOB destination. The customer is not contractually eligible for any refund of the

42

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purchase price or right of return of the contracted product, unless the product fails to meet published product specifications and the Company fails to perform its obligations under product warranty terms.

The terms of sale are generally on a purchase order basis, which may contain formal product acceptance clauses. Occasionally, clauses may be included in a contract or purchase order that require acceptance related to certain specifications as outlined in the contract or purchase order. In these instances, the nature of the acceptance is evaluated to ensure that the Company has met the applicable criteria concurrent with the shipment of equipment to the customer.

The Company sometimes uses distributors to assist in the sales function. In these cases, the Company does not recognize revenue until title for the equipment and risk of loss have passed to the ultimate customer, who then becomes obligated to pay with no right of return. In addition, the Company reviews all alliance agreements to determine whether revenue should be recognized on a gross or net basis and recognizes revenue as appropriate.

Shipping and Handling, Advertising.  Costs related to shipping and handling are included in cost of goods sold in the Consolidated Statement of Operations. The Company expenses advertising costs when incurred. Advertising expense was $147, $222 and $275 for fiscal years ended June 30, 2009, 2008 and 2007, respectively.

Deferred Financing Costs.  The Company capitalizes costs associated with the issuance of debt, including bank, legal, investment advisor and accounting fees and other expenses. Deferred financing costs are amortized on a straight line basis over the term of the related financing transaction and are included in interest expense.

Engineering and Development.  Engineering and development (including research) costs are expensed as incurred.

Earnings Per Share.  Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similar to basic earnings per share except that it reflects the potential dilution that could occur if dilutive securities, such as stock options, were exercised or converted into common shares or resulted in the issuance of common shares.

Comprehensive Income (Loss).  As shown in the Statement of Changes in Shareholders’ Equity, comprehensive income (loss) is a measure of net income (loss) and all other changes in equity of the Company that result from recognized transactions and other events of the period other than transactions with shareholders.

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the determination of accrued expenses including warranty, accounts receivable and inventory valuations, revenue recognition, useful lives of assets, deferred tax asset valuations, stock option valuation, and goodwill and intangibles. Actual results could differ from those estimates.

Recent Accounting Pronouncements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification^tm and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification^tm (“Codification” or “ASC”) as the sole source of authoritative GAAP recognized by the FASB for nongovernmental entities. Rules and interpretive releases issued by the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009 (effective September 30, 2009 for the Company). The Company does not believe that the adoption of SFAS 168 will have a material effect on its Consolidated Financial Statements.

43

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R), and (“SFAS 167”). SFAS 167 amends FIN 46(R) and changes the consolidation guidance applicable to a variable interest entity (“VIE”). It also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. Previously, FIN 46(R) required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. Qualifying special purpose entities (“QSPEs”), which were previously exempt from the application of this standard, will be subject to the provisions of this standard when it becomes effective. SFAS 167 also requires enhanced disclosures about an enterprise’s involvement with a VIE. SFAS 167 is effective as of the beginning of the Company’s first annual reporting period that begins after November 15, 2009 (effective July 1, 2010 for the Company). The Company does not believe that adoption of SFAS No. 167 will have an impact on its Consolidated Financial Statements.

In June 2009, the FASB approved EITF No. 09-1, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”), which clarifies that share lending arrangements that are executed in connection with convertible debt offerings or other financings should be considered debt issuance costs and amortized using the effective interest method over the life of the financing arrangement as interest cost. In addition, EITF 09-1 states that the loaned shares should be excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the common and diluted earnings per share calculation. EITF 09-1 is effective for fiscal years beginning after December 15, 2009 (effective July 1, 2010 for the Company), and retrospective application is required for all periods presented. The Company does not believe that EITF 09-1 will have a material effect on its Consolidated Financial Statements.

In June 2009, the Company adopted SFAS No. 165, “Subsequent Events” (“SFAS 165”), to incorporate the accounting and disclosure requirements for subsequent events into U.S. generally accepted accounting principles. Prior to the issuance of the Statement, these requirements were included in the auditing standards in AICPA AU section 560, “Subsequent Events.” SFAS 165 introduces new terminology, defines a date through which management must evaluate subsequent events, and lists the circumstances under which an entity must recognize and disclose events or transactions occurring after the balance sheet date. It is effective prospectively for interim or annual reporting periods ending after June 15, 2009 (See Note 21) to the Consolidated Financial Statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), to make the guidance on other-than-temporary impairments of debt securities more operational and improve the financial statement disclosures related to other-than-temporary impairments for debt and equity securities. If the fair value of a debt security is below its amortized cost and the entity intends to sell the security or it is more likely than not that the entity will sell the security before recovery of the cost basis, an other-than-temporary impairment exists. The entire impairment is recognized in earnings. If it is more likely than not that the entity will not sell the security before recovery of the cost basis but it is probable the entity will be unable to collect all amounts due under the contractual terms of the security, an other-than-temporary impairment exists. The amount of the impairment related to credit losses is recognized in earnings with the amount of the impairment due to other factors recognized in other comprehensive income. FSP FAS 115-2 and FAS 124-2 are effective for annual and interim periods ending after June 15, 2009. The Company adopted the provisions of FSP FAS 115-2 and FAS 124-2 in June 2009 and it did not have a material effect on its Consolidated Financial Statements.

44

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In April 2009, the FASB issued FASB Staff Position (“FSP”) FAS 107-1 and Accounting Principles Board Opinions (“APB”) 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), to require disclosures about fair value of financial instruments for interim reporting periods of public entities. An entity is required to disclose the methods and assumptions used in estimating fair value. FSP FAS 107-1 and APB 28-1 are effective for interim and annual periods ending after June 15, 2009. The Company adopted the provisions of FSP FAS 107-1 and APB 28-1 in June 2009 and it did not have a material effect on its Consolidated Financial Statements.

In December 2008, the Financial Accounting Standards Board issued FASB Staff Position (FSP) FAS 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” to require employers to provide more transparency about the assets in their postretirement benefit plans, including defined benefit pension plans. FSP FAS 132R-1 requires employers to consider various objectives in providing more detailed disclosures about plan assets. The disclosure required by the FSP is required for fiscal years ending after December 15, 2009. The Company intends to adopt FSP FAS 132R-1 effective for fiscal years ending on and after June 30, 2010 and does not expect the adoption to have a material effect on the Consolidated Financial Statements.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interest in Variable Interest Entities” (“FSP FAS 140-4 and FIN 46(R)-8”). FSP FAS 140-4 and FIN 46(R)-8 require enhanced disclosures regarding the transfer of financial assets and variable interest entities. The adoption of FSP 140-4 and FIN 46(R)-8 did not have a material effect on the Company’s Consolidated Financial Statements.

In November 2008, the Financial Accounting Standards Board ratified a consensus opinion reached by the Emerging Issues Task Force (EITF) on EITF Issue 08-7, “Accounting for Defensive Intangible Assets,” to clarify how to account for defensive intangible assets subsequent to initial measurement. This issue applies to acquired intangible assets, except for those used in research and development activities that an entity does not intend to actively use but intends to hold to prevent others from using. The consensus requires that intangible assets within the scope of Issue 08-7 be accounted for as separate units of accounting and assigned useful lives reflecting the period over which they diminish in fair value. EITF Issue 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, consistent with the effective date of FASB Statement 141 (revised 2007), Business Combinations. The Company intends to begin applying the provisions of EITF Issue 08-7 to defensive intangible assets acquired on July 1, 2009. The Company does not believe the adoption of EITF Issue 08-7 will have a significant effect on its Consolidated Financial Statements.

In November 2008, the FASB approved EITF 08-6, “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited (effective July 1, 2009 for the Company). The Company does not believe that EITF 08-6 will have a material effect on its Consolidated Financial Statements.

In July 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. The adoption of SFAS 159 did not have a material effect on the Company’s Consolidated Financial Statements.

In June 2008, the FASB approved EITF Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock.” EITF 07-5 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock and thus meets one of the scope exceptions for derivative accounting under SFAS 133. The determination is a two step process which requires the evaluation of the instrument’s contingent exercise provisions and the instrument’s settlement provisions.

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BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

EITF 07-5 is effective for fiscal years beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company does not believe that EITF 07-5 will have a material effect on its Consolidated Financial Statements.

In June 2008, the FASB issued FSP EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), which clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company is currently evaluating the requirements of FSP EITF 03-6-1 and has not yet determined the impact on its Consolidated Financial Statements.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion.” The FSP applies to convertible debt instruments that give the issuer the choice of settling the instrument on conversion either (a) entirely in cash or other assets or (b) partially in shares and partially in cash or other assets. The FSP requires issuers to account separately for the liability and equity components of convertible debt instruments that have stated terms permitting settlement on conversion in cash or other assets, with one exception-the accounting does not apply if the embedded conversion option must be accounted for separately as a derivative under SFAS 133. Convertible preferred shares accounted for in equity or temporary equity would also not be subject to the FSP. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years (effective July 1, 2009 for the Company). When effective, FSP APB 14-1 will be applied retrospectively to all periods presented in the financial statements. The cumulative effect of the accounting change on periods before those presented would be recognized as of the beginning of the first period presented, with an offsetting adjustment to the opening balance of retained earnings for that period, which would be presented separately. The Company does not believe that adoption of FSP No. APB 14-1 will have an impact on its Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — An Amendment of FASB Statement No. 133” (“SFAS 161”), which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted the provisions of SFAS 161 during the third quarter of the current fiscal year and it did not have a material effect on its Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” (“SFAS 141(R)”) which retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. SFAS 141(R) retains the guidance in Statement 141 for identifying and recognizing intangible assets separately from goodwill and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (effective July 1, 2009 for the Company). An entity may not apply SFAS 141(R) before that date. The impact of this Statement will be determined if and when an acquisition occurs.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS 160”).” SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the Consolidated

46

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (effective July 1, 2009 for the Company). Earlier adoption is prohibited. The Company does not believe that the adoption of SFAS 160 will have a material effect on its Consolidated Financial Statements.

In December 2007, the FASB ratified a consensus opinion reached by the EITF Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF Issue 07-1”), which defines a collaborative arrangement as a contractual arrangement in which the parties are active participants in the arrangement and are exposed to significant risks and rewards that are dependent on the ultimate commercial success of the endeavor. Whether an arrangement is a collaborative arrangement would be determined at the inception of the arrangement and would be reconsidered when facts and circumstances indicate a change in either a participant’s role in the arrangement or its exposure to significant risks and rewards. Participants in a collaborative arrangement would be required to make certain disclosures in their annual financial statements about the nature and purpose of the arrangement and amounts reported in the income statement. The consensus in EITF Issue 07-1 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008 (effective July 1, 2009 for the Company). The Company does not believe that the adoption of EITF Issue 07-1 will have a material effect on its Consolidated Financial Statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value and establishes a framework for measuring fair value. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, the FASB issued FSP FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” (“FSP FAS 157-1”) which amends SFAS 157 to exclude SFAS No. 13 “Accounting for Leases” (“SFAS 13”), and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. In February 2008, the FASB issued FSP 157-2, “Effective Date of FASB Statement No. 157”, which defers the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized at fair value in the financial statements on a recurring basis (at least annually). In October, 2008 the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”), which applies to financial assets subject to the fair value accounting requirements of SFAS 157 and clarifies the application of SFAS 157’s valuation requirements to a financial asset in a market that is not active. FSP FAS 157-3 was effective upon issuance, including for prior periods if financial statements had not yet been issued. In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 emphasizes that, regardless of whether the volume and level of activity for an asset or liability have decreased significantly and regardless of which valuation technique was used, the objective of a fair value measurement under FASB Statement 157, Fair Value Measurements, remains the same — to estimate the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. If it is determined that the activity for an asset or liability has significantly decreased, the quoted market price may not be fair value and the entity must perform additional analysis to determine fair value. This analysis may include the use

47

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of valuation techniques other than quoted market prices. If it is determined that a transaction for an asset or liability was not orderly, an entity should place little weight on that transaction when determining fair value. FSP FAS 157-4 is effective for annual and interim periods ending after June 15, 2009 and must be applied prospectively. On July 1, 2008 the Company adopted the provisions of SFAS 157 and related FSP’s as it applies to financial assets and liabilities, and it did not have a material effect on its Consolidated Financial Statements.

Note 3 — Accumulated Other Comprehensive Income (Loss):

Accumulated Other Comprehensive Income (Loss) (“OCI”) is comprised of various items, which affect equity that result from recognized transactions and other economic events other than transactions with owners in their capacities as owners. Accumulated consists of the following:

	For the Years Ended June 30,
	2009			2008
	(In thousands)
Cumulative translation adjustment	$	3,009		$	6,195
Unrealized gain (loss) on investments, net of tax benefit of $70 (benefit of $1 at June 30, 2008)		(96	)		(2	)
Pension funded status, net of tax benefit of $577 (benefit of $156 at June 30, 2008)		(882	)		(415	)
	$	2,031		$	5,778

Note 4 — Earnings per Share:

The following represents a reconciliation from basic earnings per share to diluted earnings per share. Options to purchase 1,386,401, 657,334 and 30,000 shares of common stock were outstanding at June 30, 2009, June 30, 2008 and June 30, 2007, respectively, but were not included in the computation of diluted earnings per share because the effect would be antidilutive.

	For the Years Ended June 30,
	2009			2008*		2007*
	(In thousands, except per share data)
Determination of shares:
Average common shares outstanding		15,329			15,444		15,169
Assumed conversion of dilutive stock options and awards		—			286		547
Diluted average common shares outstanding		15,329			15,730		15,716
Basic earnings per common share	$	(0.77	)	$	0.42	$	0.45
Diluted earnings per common share	$	(0.77	)	$	0.41	$	0.43

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

48

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5 — Business Segment Information:

	For the Years Ended June 30,
	2009		2008		2007
	(In thousands)
Geographic information:
Sales* by major country:
United States	$	40,095	$	49,585	$	39,800
Japan		46,523		52,832		46,854
Germany		46,180		74,506		63,081
Sweden		23,370		26,286		23,300
United Kingdom		8,270		13,273		11,972
All other — foreign		12,134		19,848		16,470
Total sales	$	176,572	$	236,330	$	201,477

* sales are attributed to the geographic area based on location of the subsidiary recording the external sale.

	For the Years June 30,
	2009		2008		2007
	(In thousands)
Long-lived assets by major country:
United States	$	1,455	$	1,775	$	1,796
Japan		1,536		853		681
Germany		2,384		3,212		1,201
Sweden		1,565		2,069		1,998
All other — foreign		430		417		2,227
Total long-lived assets	$	7,370	$	8,326	$	7,903

Long-lived assets primarily includes the net book value of property, plant and equipment and other tangible assets.

Note 6 — Inventories:

Inventories, net of reserve, consist of the following:

	For the Year Ended June 30, 2009
	Domestic		Foreign		Total
	(In thousands)
Raw materials	$	1,750	$	8,545	$	10,295
In process		264		3,343		3,607
Finished goods		2,606		6,257		8,863
	$	4,620	$	18,145	$	22,765

49

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Year Ended June 30, 2008*
	Domestic		Foreign		Total
	(In thousands)
Raw materials	$	4,296	$	11,925	$	16,221
In process		439		5,189		5,628
Finished goods		4,420		6,580		11,000
	$	9,155	$	23,694	$	32,849

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

Note 7 — Change in Method of Accounting for Inventory Valuation:

On June 30, 2009, the Company elected to change its method of valuing certain of its domestic inventory to the FIFO method, whereas in prior years certain domestic inventory was valued using the LIFO method. The new method was adopted as it provides for a more consistent matching of expenses with revenues currently and in the foreseeable future and provides a consistent inventory methodology across the Company as inventory held in foreign locations and certain inventory in domestic locations currently and historically have been valued using the FIFO method. Comparative financial statements of prior years have been adjusted to apply the new method retrospectively.

The following financial statement line items for fiscal years 2008 and 2007 were affected by the change in accounting principle.

	For the Year Ended June 30,							For the Year Ended June 30,
	2008		2008					2007		2007
	As Reported		As Adjusted		Effect of			As Reported		As Adjusted		Effect of
Statement of Operations	Under LIFO		Under FIFO		Change			Under LIFO		Under FIFO		Change
			(In thousands)							(In thousands)
Sales	$	236,330	$	236,330	$	—		$	201,477	$	201,477	$	—
Cost of sales		161,585		161,499		(86	)		135,703		135,493		(210	)
Gross profit		74,745		74,831		86			65,774		65,984		210
Operating income		10,940		11,026		86			9,913		10,123		210
Income before income tax		8,267		8,353		86			7,598		7,808		210
Income taxes		1,831		1,862		(31	)		958		1,034		(76	)
Net income		6,436		6,491		55			6,640		6,774		134
EPS — basic		0.42		0.42		0.00			0.44		0.45		0.01
EPS — diluted		0.41		0.41		0.00			0.42		0.43		0.01

50

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Year Ended June 30,							For the Year Ended June 30,
	2008		2008					2007		2007
	As Reported		As Adjusted		Effect of			As Reported		As Adjusted		Effect of
Balance Sheet	Under LIFO		Under FIFO		Change			Under LIFO		Under FIFO		Change
			(In thousands)							(In thousands)
Inventories	$	31,804	$	32,849	$	1,045		$	30,384	$	31,343	$	959
Total current assets		99,215		100,260		1,045			101,645		102,604		959
Other assets		53,693		53,317		(376	)		49,379		49,034		(345	)
Total assets		159,658		160,327		669			157,180		157,794		614
Accumulated earnings		9,284		9,953		669			5,266		5,880		614
Total equity		61,613		62,282		669			54,540		55,154		614
Total liabilities and equity		159,658		160,327		669			157,180		157,794		614

As a result of the accounting change accumulated deficit as of July 1, 2006 decreased from ($1,374), as originally reported using the LIFO method, to ($894) using the FIFO method.

	For the Year Ended June 30,							For the Year Ended June 30,
	2008		2008					2007			2007
	As Reported		As Adjusted		Effect of			As Reported			As Adjusted			Effect of
Statement of Cash Flows	Under LIFO		Under FIFO		Change			Under LIFO			Under FIFO			Change
			(In thousands)								(In thousands)
Net income	$	6,436	$	6,491	$	55		$	6,640		$	6,774		$	134
Change in inventories		1,534		1,448		(86	)		(1,074	)		(1,284	)		(210	)
Change in deferred taxes		1,420		1,451		31			(345	)		(269	)		76

Note 8 — Loans Payable:

	Rate	Amount
		(In thousands)
Loans Payable at June 30, 2009:
Foreign subsidiaries	2.07% (average)	$	4,153
Loans Payable at June 30, 2008:
Foreign subsidiaries	1.86% (average)	$	3,767

The maximum amount of bank loans payable outstanding during the year ended June 30, 2009 was $4,452 ($4,576 in 2008). Average interest rates are weighted by month and reflect the monthly amount of short-term borrowing in use and the respective rates of interest thereon. The majority of the loans are uncollateralized; however, certain of these loans are collateralized by the current assets associated with the foreign subsidiaries where the loans are drawn.

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BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 9 — Long-Term Debt:

	June 30, 2009				June 30, 2008
	Current		Long-Term		Current		Long-Term
	(In thousands)
Revolving Credit Facility due November 21, 2011, interest rate one-month LIBOR rate 0.32% plus 4.50%(a)	$	—	$	12,100	$	—	$	3,850
Revolving Credit Facility due November 21, 2011, interest rate one-month LIBOR rate 0.93% plus 4.50%(a)		—		1,403		—		2,519
Term loan payable by foreign subsidiary due November 21, 2011, with quarterly payments, interest rate one-month LIBOR rate 0.93% plus 4.50%(a)		3,534		6,797		3,356		11,594
Term loan payable by foreign subsidiary due September 2008, interest rate 1.81%(b)		—		—		78		—
Note payable by foreign subsidiary through 2008, interest rate 6.95%(c)		—		—		38		—
	$	3,534	$	20,300	$	3,472	$	17,963

(a) The Company’s primary source of external financing is the Company’s credit agreement and its amendments (“the Credit Agreement”) with LaSalle Bank National Association (“LaSalle”), which was subsequently acquired by and will be referred to hereinafter as Bank of America (“BofA”). During the third quarter of fiscal year 2009 the Company was not in compliance with certain provisions of its credit agreement. The restructuring charges, goodwill impairment charge and additional inventory/accounts receivable reserve recorded during the third quarter, would have caused the Company’s trailing twelve month reported EBITDA to decrease to a level lower than the minimum level required by the Company’s credit agreement with Bank of America. On March 31, 2009, the Company entered into a Modification and Limited Waiver Agreement (the “Waiver Agreement”) with Bank of America as Lender and as Administrative Agent, and certain other Lenders. The Company and its lenders entered into the Waiver Agreement covering the period from March 31, 2009 through May 15, 2009, which period on May 15, 2009 was extended through July 31, 2009. The Waiver Agreement modified the Credit Agreement as follows: (i) increased the applicable margin rates 2.5% during the waiver period, (ii) reduced the amount of revolving credit available from $35,000 to $17,100. and (iii) enhanced the banks collateral position. On July 31, 2009, the Company successfully concluded an amendment to its Credit Agreement. The amendment modified the Credit Agreement as follows: (i) euro borrowings bear interest at LIBOR plus 4.5%, or in the case of U.S. dollar loans, at the prime rate plus 3.00%, (ii) reduced the amount of revolving commitment from $35,000 to $25,000 provided that the aggregate of all revolving loans outstanding plus $7,900 not exceed $25,000 and (iii) increased collateral. The Credit Agreement requires the Company to maintain certain minimum net worth and leverage ratios and as amended and as amended on July 31, 2009 certain sales, capital expenditures and minimum liquidity levels. As a result of the July 31, 2009 amendment, the Company has classified an appropriate portion of its debt as long term. At June 30, 2008, the Company was in compliance with all financial covenants. Borrowings under the Credit Agreement in the U.S. are secured by substantially all domestic assets (approximately$20,000) and in Europe by a pledge of European subsidiary stock and assets and certain Asian subsiding stock. The Company incurred cash costs of approximately $1,168 associated with the July 31, 2009 amendment. Certain of these costs, along with legacy deferred financing costs, are required to be charged to expense and the Company will record a charge of approximately $1,177 during the first quarter of fiscal year 2010. Certain of these costs coupled with legacy deferred financing costs, totaling approximately $1,231, will be amortized over the remaining term of the amended agreement.

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BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(b)	Yen 100,000 three-year term loan with quarterly principal payments of Yen 8,333 and an interest rate at the Tokyo Inter Bank offered rate (TIBOR) plus 0.75%. The Company entered into an interest rate swap that converts variable rate payables to a fixed rate of 1.81% and has the same maturity date as the term loan.
(c)	Note collateralized by a building as outlined in the indenture relating to this note.

The Company maintains relationships with both foreign and domestic banks, which combined have extended short- and long-term credit facilities to the Company totaling $34,533. As of June 30, 2009, the Company had $29,018 outstanding (including Letters of Credit). The amount available under these credit facilities at June 30, 2009 was $5,515.

Maturities of long-term debt in each fiscal year ending after June 30, 2009 are as follows:

Fiscal Year Ending June 30,	(In thousands)
2010	$	3,534
2011		4,351
2012		15,949
2013		—
2014		—
2015 and thereafter		—
	$	23,834

Note 10 — Taxes on Income:

Income (loss) before income taxes and the (benefit) provision for income taxes are comprised of:

	For the Years Ended June 30,
	2009			2008*			2007*
Income (loss) before income taxes:
Domestic	$	(5,549	)	$	1,208		$	(923	)
Foreign		(8,275	)		7,145			8,731
	$	(13,824	)	$	8,353		$	7,808
(Benefit) provision for income taxes:
Currently payable:
Domestic	$	(544	)	$	187		$	22
Foreign		(240	)		1,245			901
		(784	)		1,432			923
Deferred:
Domestic	$	(1,297	)	$	(1,593	)	$	(2,424	)
Foreign		68			2,023			2,535
		(1,229	)		430			111
Total income tax provision	$	(2,013	)	$	1,862		$	1,034

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

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BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred income taxes are provided on temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities. The principal temporary differences which give rise to deferred tax assets and liabilities at June 30, 2009 and 2008 are as follows:

	June 30,			June 30,
	2009			2008
Deferred tax assets (liabilities):
Foreign tax credit carryforwards	$	6,325		$	6,152
Foreign net operating loss carryforwards		10,575			10,248
Domestic net operating loss carryforwards		—			300
Capital loss carryforwards		181			218
Inventories		2,408			764
Pension/deferred compensation		2,745			2,638
Identifiable intangibles		(1,830	)		(2,241	)
Other deferred tax assets, individually less than 5%		1,848			1,873
Other deferred tax liabilities, individually less than 5%		(71	)		(83	)
Net deferred tax asset		22,181			19,869
Valuation allowance		(12,687	)		(11,890	)
Total net deferred tax assets	$	9,494		$	7,979

At June 30, 2009, net operating loss carryforwards of $50,918 may be available to reduce future foreign taxable income. The majority of the Company’s foreign net operating loss (“NOL”) carry-forwards have an indefinite carry-forward period. In addition, as of June 30, 2009, the Company has indefinite foreign capital loss carry-forwards available in the amount of $645.

The Company establishes valuation allowances in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.” The change in the valuation allowance for the period ended June 30, 2009 primarily reflects changes in deferred tax assets on which there was valuation allowance.

The Company has not had to provide for income taxes on $19,726 of cumulative undistributed earnings of subsidiaries outside the United States because of the Company’s intention to indefinitely reinvest those earnings.

At the beginning of the first quarter of the fiscal year ended June 30, 2008, the Company adopted the provisions of FIN 48. Upon adoption of FIN 48, the Company recognized an increase of $2,418 in the liability for unrecognized tax benefits, which was accounted for as a decrease to the beginning balance of retained earnings. As of the date of adoption, and after the impact of recognizing the decrease in liability noted above, the Company’s unrecognized tax benefits totaled $4,617, including $2,719 of unrecognized tax benefits which, if recognized, would reduce the annual effective income tax rate. On June 30, 2009, the Company’s unrecognized tax benefits totaled $4,999, including $3,101 of unrecognized tax benefits which, if recognized, would reduce the annual effective income tax rate.

Where applicable, the Company recognizes potential accrued interest and penalties related to unrecognized tax benefits from its global operations in income tax expense. During the fiscal years ending June 30, 2009 and 2008, the Company accrued $39 and $16, respectively, in potential interest and penalties associated with uncertain tax positions. In conjunction with the adoption of FIN 48, the Company recognized $194 of interest and penalties. To the extent interest and penalties are accrued in the Company’s income tax expense, such amounts, if reversed, will reduce the effective income tax rate.

54

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties associated with uncertain tax positions, is as follows:

	Year Ended
	June 30,
	2009
	(In thousands)
Balance as of June 30, 2008	$	4,855
Additions based on tax positions related to the current year		144
Balance as of June 30, 2009	$	4,999

The Company conducts its business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S. and various state and foreign jurisdictions. The Company is subject to ongoing tax examinations and assessments in such major jurisdictions as the U.S., Germany, Sweden and Japan. The earliest year for which the Company or its affiliates are subject to examination by tax authorities is the tax year 2000. The Company does not expect there will be any significant changes in the amount of unrecognized tax benefits within the next twelve months.

The reconciliation of the computed “expected” provision (determined by applying the United States Federal statutory income tax rate of 34% to income before income taxes) to the actual tax provision is as follows:

	For the Years Ended June 30,
	2009			2008*			2007*
	(In thousands)
Computed “expected” tax provision	$	(4,700	)	$	2,811		$	2,583
Permanent differences		1,779			10			618
Foreign income taxed at rates other Than the U.S. statutory rate		42			(8	)		210
Change in deferred tax asset valuation allowance, net of changes in other reserves		930			(1,092	)		(2,332	)
Other reconciling items		(64	)		141			(45	)
Total income tax provision	$	(2,013	)	$	1,862		$	1,034

* See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory.

Note 11 — Common Stock:

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 the Company’s Class A Common Stock (“Class A”) and Class B Common Stock (“Class B”) vote as a single class on all matters, with each share of Class A having one vote per share and each share of Class B having ten votes per share.

With respect to the election of Directors, the holders of Class A, 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. The holders of Class B, voting as a separate class, are entitled to elect the remaining Directors, so long as the number of outstanding shares of Class B is equal to at least 12.5% of the number of outstanding shares of both classes of Common Stock as of the record date of the meeting of stockholders. If the number of outstanding shares of Class B is less than 12.5% of the total number of outstanding shares of both classes of Common Stock as of the record date of the meeting of stockholders, 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 having one vote per share and the

55

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

holders of Class B having ten votes per share. As of June 30, 2009, the number of outstanding shares of Class B constituted approximately 7.3% of the total number of outstanding shares of both classes of Common Stock.

Class A has no conversion rights; however, shares of Class B are convertible into shares of Class A on a one-for-one basis. In addition, no dividend in cash or property may be declared or paid on shares of Class B without a dividend being declared or paid on shares of Class A of at least 105% of the dividend declared or paid on shares of the shares of Class B.

In November 1999, the Company initiated its most recent stock repurchase program. Under the program, the Company is authorized to utilize up to $5,000 to repurchase Class A shares. As of June 30, 2009, 1,192,760 shares of Class A had been repurchased for $2,638. During the fiscal year ended June 30, 2009 a total of 85,365 shares of Class A were repurchased for $157. Repurchases are restricted under the terms of the Credit Agreement, as amended, on July 31, 2009.

Note 12 — Stock Based Compensation:

Stock based incentive awards are provided under the terms of the Company’s plans:

The 1996 Stock Option Plan, as amended and restated (the “1996 Plan”) allows for the granting, at fair market value on the date of grant, of incentive stock options, non-qualified stock options, and tandem SARS to employees and Eligible Directors for up to a total of 1,875,000 shares of Class A. All options became exercisable in three equal annual installments commencing on the second anniversary of the date of grant. Unexercised options terminate no later than ten years from the date of grant. The 1996 Plan terminated on November 18, 2006; however, outstanding options under the 1996 Plan continue to be subject to the terms thereof.

The 1998 Non-Employee Directors’ Stock Option Plan provided for the granting, at fair market value on the date of grant, of options to Eligible Directors to purchase up to an aggregate of 250,000 shares of Class A. Under the 1998 Plan, each year, each Eligible Director received a grant of options to purchase 3,000 shares of Class A. The options vested one-third per year on each succeeding anniversary of the date of grant. Unexercised options terminate no later than ten years from the date of grant. The 1998 Plan was terminated on November 21, 2002; however, outstanding options under the 1998 Plan will continue to be subject to the terms thereof.

The 2005 Equity Compensation Plan (the “2005 Plan”) was approved by the Company’s Board of Directors in October 2005 and by its stockholders in November 2005. The 2005 Plan was amended in August 2008 to increase by 1,000,000 shares the number of shares of Class A Common Stock that may be subject to awards outstanding under the 2005 Plan from 1,200,000 to 2,200,000. This amendment was approved by shareholders on November 11, 2008. The 2005 Plan provides for the granting of a variety of awards to the Company’s employees, Eligible Directors and others who provide services to the Company, including stock-based incentives and cash-based incentives. The maximum aggregate number of shares that may be delivered to participants or their beneficiaries pursuant to all awards granted under the 2005 Plan is now 2,200,000. During fiscal year 2009, an aggregate of 301,500 shares were granted as restricted stock/units and stock options under the 2005 Plan. Canceled awards during fiscal year 2009 totaled 48,500, and will become available for future grants. Unless otherwise set forth in an award agreement, awards granted as an option to purchase shares shall vest in three equal annual installments commencing on the second anniversary of the date of such grant. Awards granted as restricted stock/units have restrictions that generally lapse in three equal annual installments commencing on the first anniversary of the date of such award.

At June 30, 2009, the aggregate number of shares available for future grants under all the Company’s share-based compensation plans is 1,179,886.

Compensation expense recorded for all of the Company’s share-based compensation plans for the fiscal years, 2009, 2008 and 2007 was $1,092, $1,031 and $782, respectively. The tax benefit related to this compensation expense for the fiscal years 2009, 2008 and 2007 was $373, $336 and $135, respectively.

56

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Options

The following table summarizes activity under the plans during 2009, 2008 and 2007.

	The 1996 Plan											The 1998 Plan
								Weighted											Weighted
						Option Price		Average Price									Option Price		Average Price
	Class A			Class B		Range		A		B		Class A			Class B		Range		A		B
Outstanding at June 30, 2006		1,216,503			0	$	0.58-$5.60	$	2.61	$	0.00		39,000			0	$	1.13-$5.50	$	2.48	$	0.00
Granted		140,000				$	4.90-$4.95	$	4.90
Canceled		(79,168	)			$	1.93-$5.50	$	3.26
Exercised		(339,665	)			$	0.58-$3.41	$	1.87				(9,000	)			$	1.13-$2.25	$	1.63
Outstanding at June 30, 2007		937,670			0	$	0.58-$5.50	$	3.17	$	0.00		30,000			0	$	1.13-$5.50	$	2.48	$	0.00
Granted		0			0	$	0.00
Canceled		(66,503	)		0	$	1.93-$5.50	$	4.21
Exercised		(33,332	)		0	$	1.93-$4.49	$	2.80
Outstanding at June 30, 2008		837,835			0	$	0.58-$5.50	$	3.10	$	0.00		30,000			0	$	1.13-$5.50	$	2.48
Granted
Canceled		(80,999	)			$	3.25-$5.50	$	5.12				(9,000	)			$	5.49	$	5.49
Exercised
Outstanding at June 30, 2009		756,836				$	0.58-$4.95	$	2.88				21,000				$	1.13-$2.25	$	1.56
Exercisable at June 30, 2009		668,494			0	$	0.58-$4.95	$	2.63	$	0.00		21,000			0	$	1.13-$2.25	$	1.56

	The 2005 Plan
				Option Price		Weighted
	Class A			Range		Price
Outstanding at June 30, 2007		0		$	0.00	$	0.00
Granted		150,000		$	5.49	$	5.49
Canceled		(16,000	)	$	5.49	$	5.49
Exercised		0		$	0.00	$	0.00
Outstanding at June 30, 2008		134,000		$	5.49	$	5.49
Granted		118,500		$	2.22	$	2.22
Canceled		(41,000	)	$	2.22-$5.49	$	3.82
Exercised		—			—		—
Outstanding at June 30, 2009		211,500		$	2.22-$5.49	$	3.98
Exercisable at June 30, 2009		0		$	0.00	$	0.00

The aggregate intrinsic value of options exercised during the fiscal year ended June 30, 2009 was zero.

57

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information regarding stock options outstanding and exercisable at June 30, 2009:

Options Outstanding								Options Exercisable
				Weighted		Weighted		Number		Weighted
Range of		Number of		Average		Average		of		Average
Exercise		Outstanding		Remaining		Outstanding		Exercisable		Exercisable
Prices		Options		Contractual Life		Price		Options		Price
$	0.58 - $1.58		153,500		2.6 years	$	0.99		153,500	$	0.97
$	1.90 - $3.25		313,501		5.9 years	$	2.13		216,001	$	2.09
$	3.41 - $4.90		398,335		5.7 years	$	3.93		316,661	$	3.71
$	4.95 - $5.49		124,000		8.1 years	$	5.45		3,332	$	4.95

The aggregate intrinsic value of both outstanding and exercisable options at June 30, 2009 was $15.

Total unrecognized compensation costs related to non-vested stock option awards at June 30, 2009 is $372 and is expected to be recognized over the weighted average period of approximately 2.2 years.

The Company estimates the fair value of stock options at the date of grant using a Black-Scholes valuation model, consistent with the provisions of SFAS 123(R) and Staff Accounting Bulletin 107 (SAB 107). Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, the risk free rate and the Company’s dividend yield.

The following table presents the weighted average assumptions used for options granted.

	For the Years Ended June 30,
	2009		2008		2007
	(In thousands)
Option term(1)		5		5		5
Volatility(2)		49.85		63.57		52.66
Risk free rate		3.18		4.77		4.77
Dividend yield		—		—		—
Weighted average fair value	$	1.04	$	3.18	$	2.49

(1)	The option term is the number of years that the Company estimates, based on history, that options will be outstanding prior to exercise.
(2)	Prior to fiscal 2006, expected volatility was based on historical volatilities over the expected terms. With the adoption of SFAS 123(R) the Company continues to determine expected volatility based on historical volatilities but has incorporated adjustments associated with an unusually volatile period from its mean-reversion analysis for fiscal years commencing with 2006.

Restricted Stock

During the years ended June 30, 2009 and 2008, the Company issued restricted stock shares/units. Awards granted as restricted stock/units have restrictions that generally lapse in three equal annual installments commencing on the first anniversary of the date of such award. Compensation expense of $884 and $754 was recognized during the period ended June 30, 2009 and 2008, respectively. The aggregate unrecognized compensation costs related to the non-vested restricted grants at June 30, 2009 was $1,272 and is expected to be recognized over a weighted-average period of approximately 1.7 years.

58

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes outstanding and non-vested shares under the plan for 2009, 2008 and 2007.

	The 2005 Plan
				Weighted
	Restricted Stock			Average Grant
	Shares/Units			Date Fair Value
Outstanding and non-vested at June 30, 2006		173,666		$	4.04
Granted		206,933		$	5.16
Canceled		(36,666	)	$	4.44
Vested		(57,894	)	$	4.04
Outstanding and non-vested at June 30, 2007		286,039		$	4.80
Granted		245,848		$	4.75
Canceled		—		$	—
Vested		(111,868	)	$	4.70
Outstanding and non-vested at June 30, 2008		420,019		$	4.80
Granted		183,000		$	2.01
Canceled		(7,500	)	$	5.19
Vested		(198,454	)	$	4.73
Outstanding and non-vested at June 30, 2009		397,065		$	3.54

Long Term Incentive Performance Share Awards

During fiscal year 2009, the Company issued 43,333 long term incentive performance share awards (“PSAs”). PSAs are stock awards where the number of shares ultimately received by the employee depends on the Company’s performance against specified targets and typically vest during a three-year period. The fair value of each PSA is determined on the grant date, based on the Company’s stock price. Over the performance period, the number of shares of stock that will be issued and the associated compensation expense is adjusted upward or downward based upon the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense will be based on a comparison of the final performance metrics to the specified targets. The fair value of PSAs granted during the year ended June 30, 2009, was $87. Total fair value of PSAs vested and compensation expense during the year ended June 30, 2009 was $0, based on the current assessment of the probability of achievement.

Note 13 — Supplemental Compensation:

In the U.S., the Company maintains the Baldwin Technology Profit Sharing and Savings Plan. The Company matches up to 5% of eligible compensation and the participants’ interests in the Company’s contributions vest immediately. Participant contributions are made on a weekly basis, while the Company’s matching contributions are made on a quarterly basis. Employer contributions charged to income were $154, $254 and $238, respectively, for the fiscal years ended June 2009, 2008 and 2007. The assets of the plan are invested primarily in mutual funds, money market funds, and Class A Common Stock of the Company, which constituted approximately 2% of the total assets of the Plan at June 30, 2009.

59

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Certain subsidiaries within Europe maintain defined contribution and/or profit sharing plans. Amounts expensed under these plans based upon the age, salary and years of service of employees covered by the plans were as follows:

	For the Years Ended June 30,
	2009		2008		2007
	(In thousands)
Baldwin Germany GmbH	$	218	$	221	$	271
Baldwin IVT AB		48		59		50
Baldwin Jimek AB		67		77		82
Baldwin UK Ltd.		60		79		64
Baldwin Globaltec Ltd.		8		10		10
Total expense	$	401	$	446	$	477

In Germany, there is one pension plan covering one former employee, and the Company’s Japanese subsidiary maintains a retirement plan covering all of its employees. These defined benefit plans provide for benefits, at maturity age, in lump sum payments on retirement or death or as a disability pension in case of disability. The fair value of 100% of plan assets are represented by insurance contracts and the expected return on plan assets is determined based on the expected long term rate of return on plan assets. The Company also has a non-qualified Supplemental Executive Retirement Plan (SERP). The SERP provides benefits to eligible executives, based on average earnings, years of service and age at retirement or separation of employment. The Company has established a Rabbi Trust to provide a potential source of funds to pay benefits under the SERP. The amount held in trust at June 30, 2009 and 2008 was $1,156 and $1,351, respectively. The Company uses a measurement date of June 30 for its defined benefits plans.

The following tables set forth the components of net periodic benefit costs, the funded status and key actuarial assumptions, and reconciliations of projected benefit obligations and fair values of plan assets of the defined benefit plans:

	For the Years Ended June 30,
	2009			2008			2007
	(In thousands)
Service Cost — benefits earned during the year	$	401		$	424		$	978
Interest on projected benefit obligation		336			259			54
Annual return on plan assets		(20	)		(2	)		(16	)
Amortization of transition obligation		—			—			(3	)
Amortization of net actuarial loss (gain)		45			(10	)		(3	)
Net periodic pension expense	$	762		$	671		$	1,010

60

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Years Ended June 30,
	2009			2008
	(In thousands)
Change in benefit obligation:
Projected benefit obligation — beginning of year	$	8,600		$	7,634
Service cost — benefits earned during the year		401			437
Interest on projected benefit obligation		336			300
Actuarial (gain) loss		(13	)		443
Benefits paid		(939	)		(859	)
Foreign currency rate changes		1,260			645
Projected benefit obligation — end of year	$	9,645		$	8,600
Change in plan assets:
Fair value of plan assets — beginning of year	$	1,709		$	1,514
Actual return on plan assets		14			19
Contributions to the plan		772			793
Benefits paid		(859	)		(863	)
Foreign currency rate changes		160			246
Fair value of plan assets — end of year		1,796			1,709
Funded status at year end	$	(7,849	)	$	(6,891	)
Components of above amounts:
Accrued expenses	$	(529	)	$	(181	)
Accrued benefit liability (noncurrent)		(7,320	)		(6,710	)
Total	$	(7,849	)	$	(6,891	)
Amounts included in AOCL:
Actuarial losses	$	(881	)	$	(415	)
Amount expected to be recognized during next fiscal year actuarial gain	$	11		$	6
Accumulated benefit obligation	$	8,915		$	8,040
Weighted average actuarial assumptions:
Discount rate		1.75%-6.00	%		1.75%-6.00	%
Rate of increase in compensation levels		0.00%-3.00	%		0.00%-3.00	%
Expected rate of return on plan assets		1.00%-4.10	%		1.00%-4.10	%

61

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Undiscounted benefit amounts expected to be paid for each of the next five successive fiscal years and for the aggregate next five years thereafter are as follows:

Fiscal Years Ending June 30,	Amount
	(In thousands)
2010	$	738
2011	$	973
2012	$	735
2013	$	943
2014	$	756
Aggregate for 2015 through 2018	$	4,334

The amount expected to be contributed by the Company to its defined benefit pension plans during fiscal year 2010 is approximately $363.

Note 14 — Restructuring:

FY 2008 Plan:

On December 1, 2007, the Company committed to the principal features of a plan to restructure and achieve operational efficiencies in its operations in Germany. Actions under the plan commenced in December 2007 and were substantially complete at June 30, 2008. Payments made under the plan were completed at September 30, 2008.

								Payments Against
						Balance at		Reserve for the			Balance at
			Payments Against			June 30,		Twelve Months Ended			June 30,
	Initial Reserve		Reserve			2008		June 30, 2009			2009
	(In thousands)
Restructuring costs:
Other costs	$	960	$	(398	)	$	562	$	(562	)	$	0
Total restructuring costs	$	960	$	(398	)	$	562	$	(562	)	$	0

October FY 2009 Plan:

On October 29, 2008, the Company committed to the principal features of a plan to restructure and achieve operational efficiencies in its operations in Germany. Actions under the Plan commenced during October 2008 and were substantially complete by December 31, 2008. Payments are expected to continue through the first quarter of Fiscal 2010. No non-cash charges were contemplated in connection with the Plan.

			Payments			Balance at
	Initial		Against			June 30,
	Reserve		Reserve			2009
	(In thousands)
Restructuring costs:
Employee termination costs	$	681	$	(586	)	$	95
Total restructuring costs	$	681	$	(586	)	$	95

62

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Quarter 3 FY 2009 Plans:

In January and March 2009, the Company committed to the principal features of plans to restructure some of its existing operations. These plans included the consolidation of production facilities in Germany, as well as employment reductions in Germany, Sweden, Italy and the U.S. The actions were taken in response to sustained weak market conditions. Actions under the plan commenced during the Company’s third quarter of Fiscal 2009; and the Company substantially completed the actions by June 30, 2009. Nearly all the costs associated with the plans are cash costs, payment of which will continue through the second quarter of Fiscal 2010.

			Payments			Balance at
	Initial		Against			June 30,
	Reserve		Reserve			2009
			(In thousands)
Restructuring costs:
Employee termination costs	$	3,836	$	(1,802	)	$	2,034
Other	$	230	$	(101	)	$	129
Total restructuring costs	$	4,066	$	(1,903	)	$	2,163

Note 15 — Acquisitions:

On November 21, 2006, the Company completed the acquisition of Oxy-Dry Corporation (“Oxy-Dry”), a producer of accessories and controls for the printing industry. The acquisition strengthens the Company’s presence in its core market of accessories and controls by affording it the ability to provide a broader range of product offerings to its customers. The Company and sellers agreed on the finalization of the purchase price in accordance with the stock purchase agreement during the quarter ended June 30, 2009. Aggregate consideration paid, in cash, to the holders of all outstanding shares of MTC Trading Company (“MTC”), which owned all of the outstanding shares of capital stock of Oxy-Dry, consisted of a purchase price of approximately $17,483 working capital and other contract related adjustments of $2,045, subject to post closing adjustments, and $1,692 in fees and expenses.

The table below represents the final allocation of the total consideration to the Oxy-Dry tangible and identifiable intangible assets and liabilities based on the Company’s assessment of their respective fair values as of the date of acquisition.

	(In thousands)
Cash	$	2,287
Accounts receivable		7,136
Inventory		5,905
Other assets		914
Property, plant and equipment		2,149
Identifiable intangible assets		6,745
Accounts payable		(1,723	)
Deposits		(2,156	)
Accrued expenses(a)		(9,327	)
Liabilities assumed		(3,000	)
Deferred taxes		(486	)
Other liabilities		(1,151	)
Total fair value of net assets acquired		7,293
Goodwill(b)	$	13,312

63

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(a)	Reflects adjustment to original purchase price allocation ($860) primarily due to warranty related issues.
(b)	Reflects adjustment to original purchase price allocation primarily for additional accrued expenses (primarily warranty $860), additional capitalized transaction costs ($298), and finalization of purchase price ($164).

Identifiable intangibles acquired include product technology, $4,499 (15 year life), trade name $1,645 (30 year life), customer relationships $528 (13 year life), and non-compete agreements $73 (5 year life). Additionally, there is no amount of tax deductible goodwill.

On December 20, 2006, the Company committed to the principal features of a plan to restructure and integrate the operations of MTC and its wholly-owned subsidiary Oxy-Dry. The objective was to achieve operational efficiencies and eliminate redundant costs resulting from the acquisition as well as to achieve greater efficiency in sales, marketing, administrative and operational activities, primarily in Germany, the United States and the United Kingdom. In particular, parts of the U.S. and U.K. plan involved the consolidation of the former Oxy-Dry leased locations into existing Company locations, and the elimination of redundant manufacturing and support personnel. In Germany, the plan consisted of the consolidation and elimination of support functions while maintaining the former Oxy-Dry manufacturing location. The actions under the plan commenced during December 2006 and were substantially complete by the end of fiscal year 2007. The liabilities recognized in connection with the acquisition include $2,300 of employee termination and associated costs and $700 of facilities and other one-time costs included in other accounts payable and accrued liabilities. The results of the acquisition of Oxy-Dry have been included in the Company’s Consolidated Financial Statements since the date of acquisition.

On April 10, 2007, the Company completed the acquisition of Hildebrand Systeme GmbH (“Hildebrand”), a leader in the field of high performance web cleaning systems. Aggregate consideration paid at closing consisted of a purchase price of approximately $2,290 and $214 in fees and expenses. Identifiable intangibles acquired include product technology $939 (15 year life), customer relationships $105 (12 year life) and non-compete agreements $20 (5 year life). Acquired fair value of the net assets acquired was $1,082 and goodwill was $1,422. The results of the acquisition of Hildebrand have been included in the Company’s Consolidated Financial Statements since the date of acquisition.

The following unaudited pro forma consolidated financial information reflects the results of operations, including Oxy-Dry, for the twelve months ended June 30, 2007 as if the acquisition had occurred at the beginning of the period, after giving effect to certain purchase accounting adjustments, including assumed amortization of acquired intangibles and higher interest expense due to the higher debt level. Hildebrand is excluded from the pro forma presentation as it is not material. These pro forma results are not necessarily indicative of what the Company’s operating results would have been had the acquisition actually taken place at the beginning of the period.

	For the Twelve Months Ended
	June 30, 2007
	(In thousands, except per share data)
	(Unaudited)
Revenue	$	215,337
Net income	$	4,543
Income per share — basic	$	0.30
Income per share — diluted	$	0.29

64

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 16 — Goodwill and Other Intangible Assets:

The changes in the carrying amount of goodwill for each of the fiscal years ended June 30, 2009 and 2008 are as follows:

Activity in the fiscal year ended June 30, 2009 was as follows:

	Gross Carrying			Accumulated			Net
	Amount			Amortization			Book Value
				(In thousands)
Balance as of July 1, 2008	$	31,516		$	3,765		$	27,751
Impairment*		(8,037	)		(2,379	)		(5,658	)
Oxy-Dry price adjustment		(164	)		—			(164	)
Effects of currency translation		(1,145	)		76			(1,221	)
Balance as of June 30, 2009	$	22,170		$	1,462		$	20,708

* The Company recorded a goodwill impairment charge mainly related to its Japan reporting unit during the third quarter of fiscal year 2009.

Activity in the fiscal year ended June 30, 2008 was as follows:

	Gross Carrying		Accumulated		Net
	Amount		Amortization		Book Value
			(In thousands)
Balance as of July 1, 2007	$	28,034	$	3,293	$	24,741
Purchase of Oxy-Dry		1,202		—		1,202
Purchase of Hildebrand		148		—		148
Effects of currency translation		2,132		472		1,660
Balance as of June 30, 2008	$	31,516	$	3,765	$	27,751

Intangible assets subject to amortization were comprised of the following:

			As of June 30, 2009				As of June 30, 2008
	Amortization		Gross		Accumulated		Gross		Accumulated
Intangible Assets:	Period (Years)		Carrying Amount		Amortization		Carrying Amount		Amortization
			(In thousands)				(In thousands)
Patents and Trademarks		15-20	$	10,998	$	6,830	$	10,215	$	5,868
Customer relationships		2 -13		644		114		633		88
Trademarks		30		1,508		92		1,645		90
Existing product technology		15		5,167		612		5,438		548
Non-compete/solicitation agreements		5		95		34		93		26
Other		5-30		2,195		1,715		2,025		1,480
Total			$	20,607	$	9,397	$	20,049	$	8,100

The weighted average life for intangible assets at June 30, 2009 was 13 years. Amortization expense was $1,427 for the fiscal year ended June 30, 2009, $1,182 for the fiscal year ended June 30, 2008 and $844 for the fiscal year ended June 30, 2007. The net carrying amount of intangible assets decreased $739 for the year ended June 30, 2009 primarily due to costs of retaining and obtaining future economic benefits of patents of $949, offset by amortization of $1,427 and effects of currency translation of $261.

65

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Estimated amortization expense for each of the five succeeding fiscal years is as follows:

Fiscal Years Ending June 30,	Amount
	(In thousands)
2010	$	1,410
2011	$	1,320
2012	$	1,158
2013	$	1,093
2014	$	1,060

Note 17 — Commitments and Contingencies:

Future minimum annual lease payments under capital leases are as follows at June 30, 2009:

Fiscal Years Ending June 30,	Amount
	(In thousands)
2010		137
2011		87
2012		3
2013		—
2014		—
Present value of minimum lease payments (net of $9 with interest)	$	227

At June 30, 2009, $90 ($215 at June 30, 2008) was included in “Other long-term liabilities” representing the long-term portion of the present value of minimum lease payments, and $137 ($146 at June 30, 2008) was included in “Other accounts payable and accrued liabilities” representing the current portion of the present value of minimum lease payments. At June 30, 2009, the gross asset totaled$305, with accumulated depreciation of$78.

Rental expense on operating leases amounted to approximately$6,697, $6,696 and $5,659 for the years ended June 30, 2009, 2008 and 2007, respectively. Aggregate future annual rentals under noncancellable operating leases for periods of more than one year at June 30, 2009 are as follows:

Fiscal Years Ending June 30,	Amount
	(In thousands)
2010	$	6,180
2011	$	4,288
2012	$	3,211
2013	$	1,991
2014	$	1,510
2015 and thereafter	$	5,490

Note 18 — Related Parties:

Samuel B. Fortenbaugh III, a Director of the Company since 1987, has rendered legal services to the Company since September 2002. During the fiscal year ended June 30, 2009, the Company paid $95 and $171 and $211during the fiscal years ended June 30, 2008 and 2007, respectively to Mr. Fortenbaugh for legal services rendered.

Akira Hara, a Director of the Company from 1989 through 2008, is currently a strategic advisor to the Company and Chairman of Baldwin Japan Limited, a wholly-owned subsidiary of the Company. Mr. Hara, as strategic advisor, receives compensation of approximately $40 per year through September 30, 2010. In addition, Mr. Hara is also eligible to receive benefits under a non-qualified supplemental executive retirement plan, which expires in 2015 or upon his death whichever occurs later. The estimated annual benefit payable to him under this supplemental plan is approximately $136.

66

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 19 — Warranty Costs:

The Company’s standard contractual warranty provisions are to repair or replace product that is proven to be defective. The Company estimates its warranty costs as a percentage of revenues on a product by product basis, based on actual historical experience within the Company. Hence, the Company accrues estimated warranty costs, reported in “other accounts payable and accrued liabilities”, at the time of sale. In addition, should the Company become aware of a specific potential warranty claim, a specific charge is recorded and accounted for separate from the percent of revenue discussed above.

	Warranty Amount
	(In thousands)
Warranty reserve at June 30, 2007	$	4,820
Additional warranty expense accruals		4,343
Payments against reserve		(6,220	)
Acquired Oxy-Dry accrual		1,689
Effects of currency rate fluctuations		789
Warranty reserve at June 30, 2008	$	5,421
Additional warranty expense accruals		2,708
Payments against reserve		(4,817	)
Effects of currency rate fluctuations		(686	)
Warranty reserve at June 30, 2009	$	2,626

Note 20 — Legal Proceedings:

Baldwin is involved in various legal proceedings from time to time, including actions with respect to commercial, intellectual property and employment matters. The Company believes that it has meritorious defenses against the claims currently asserted against it and intends to defend them vigorously. However, the outcome of litigation is inherently uncertain, and the Company cannot be sure that it will prevail in any of the cases currently in litigation. The Company believes that the ultimate outcome of any such cases will not have a material adverse effect on its results of operations, financial position or cash flows; however, there can be no assurances that an adverse determination would not have a material adverse effect on the Company.

On November 14, 2002, the Dusseldorf Higher Regional Court (“DHRC”) announced its judgment in favor of Baldwin in a patent infringement dispute against its competitor, technotrans AG (“Technotrans”) with the stipulation that its ruling could not be appealed (a “non-admittance”). Technotrans nonetheless filed a request to appeal the DHRC ruling with the German Federal Supreme Court in Karlsruhe. Technotrans also filed to revoke the Company’s patent with the Federal Patent Court in Munich, Germany. On July 21, 2004, the German Federal Patent Court upheld the validity of the Company’s patent. Technotrans appealed that judgment to the German Federal Supreme Court in Karlsruhe. On April 22, 2009 the German Federal Supreme Court rendered a final decision, upholding Baldwin’s patent.

On May 18, 2005, Baldwin Germany GmbH of Augsburg, Germany, a subsidiary of the Company, filed suit in the Regional Court of Dusseldorf, Germany against Technotrans, claiming damages of 32,672,592 Euro (approximately $46,000,000 at the prevailing exchange rate) as a result of the patent infringement described in the preceding paragraph. The Dusseldorf Court suspended proceedings in the damages claim until such time as a decision is reached by the German Supreme Court in Karlsruhe on the appeal of the DHRC decision. The Supreme Court has not yet ruled on the non-admittance action, which is expected to occur some time in 2010. No amounts have been recorded in the Company’s Consolidated Financial Statements with regard to the potential contingent gain from the damages claim. The parties have reached a settlement as of September 24, 2009 (See Note 21 — Subsequent Events).

67

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 21: — Subsequent Events:

The Company evaluated its June 30, 2009 financial statements for subsequent events through September 28, 2009, the date the financial statements were available to be issued. Other than the agreements noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements. On July 31, 2009, the Company entered into an amendment to its Credit Agreement with Bank of America as more specifically set forth in Note 9.

As a result of signing the amendment, the Company has classified the appropriate portion of its indebtedness as a long-term liability on the consolidated balance sheet as of June 30, 2009.

On September 24, 2009 the Company and technotrans agreed to an out-of-court settlement to terminate the proceedings that have been continuing for a number of years in connection with the infringement of a Baldwin patent (See Note 20 — Legal Proceedings). Under the agreement, technotrans is to pay an amount of Euro 6.5 million (approximately $9.6 million) in compensation to Baldwin. In return, Baldwin undertakes to declare the proceedings before the Dusseldorf district court in respect of the amount as settled.

Note 22 — Additional Balance Sheet Detail

	As of June 30,		As of June 30,
	2009		2008
	(In thousands)
Other Accounts Payable and Accrued Liabilities
Warranty (see Note 19 — Warranty Costs)	$	2,626	$	5,421
Commissions		405		1,197
Restructuring reserve (see Note 14 — Restructuring)		2,258		562
Integration reserve (see Note 15 — Acquisitions)		—		319
Installation reserve		472		832
Other		5,207		6,769
	$	10,968	$	15,100

	As of June 30,		As of June 30,
	2009		2008
	(In thousands)
Other Long-Term Liabilities
Non-current income tax liabilities	$	2,971	$	2,951
Supplemental Compensation (see Note 13)		7,320		6,710
Phantom Equity		822		1,290
Other		669		1,008
	$	11,782	$	11,959

68

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 23 — Quarterly Financial Data (unaudited):

Summarized unaudited quarterly financial data for the fiscal years ended June 30, 2009 and 2008 are as follows (in thousands, except per share data):

	Quarter
Fiscal Year Ended June 30, 2009	First			Second			Third			Fourth
Net sales	$	55,937		$	46,259		$	36,087		$	38,289
Cost of goods sold		38,602			31,886			25,816			26,839
Inventory reserve adjustment(1)		—			—			4,250			—
Gross profit		17,335			14,373			6,021			11,450
Operating expenses(5)		14,844			13,053			12,099			11,202
Restructuring(2)		—			681			4,066			—
Impairment of goodwill(3)		—			—			5,658			—
Interest expense, net		687			545			428			608
Other (income) expense, net		(403	)		(846	)		311			70
Income before income taxes		2,207			940			(16,541	)		(430	)
Provision (benefit) for income taxes		997			477			(3,094	)		(393	)
Net income	$	1,210		$	463		$	(13,447	)	$	(37	)
Net income per share:
Net income per share — basic	$	0.08		$	0.03		$	(0.88	)	$	0.00
Net income per share — diluted**	$	0.08		$	0.03		$	(0.88	)	$	0.00
Weighted average shares outstanding:
Basic		15,282			15,332			15,344			15,360
Diluted		15,461			15,408			15,344			15,3360

69

BALDWIN TECHNOLOGY COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Quarter
Fiscal Year Ended June 30, 2008*	First		Second			Third			Fourth
Net sales	$	53,929	$	57,931		$	59,200		$	65,270
Cost of goods sold		36,629		39,963			40,611			44,296
Gross profit		17,300		17,968			18,589			20,974
Operating expenses		14,094		15,536			15,910			17,305
Restructuring(2)		—		960			—			—
Interest expense, net		702		725			821			696
Other (income) expense, net		72		(27	)		(17	)		(299	)
Income before income taxes		2,432		774			1,875			3,272
Provision (benefit) for income taxes(4)		1,358		510			(185	)		179
Net income	$	1,074	$	264		$	2,060		$	3,093
Net income per share:
Net income per share — basic	$	0.07	$	0.02		$	0.13		$	0.20
Net income per share — diluted**	$	0.07	$	0.02		$	0.13		$	0.20
Weighted average shares outstanding:
Basic		15,435		15,486			15,496			15,356
Diluted		15,872		15,866			15,671			15,510

*	See Note 7 — Amounts have been retrospectively adjusted to reflect a change in inventory valuation methodology from LIFO to FIFO for certain domestic inventory
**	net income per share in each quarter is computed using the weight-average number of shares outstanding during the quarter while net income per share for the full fiscal year is computed using the weighted average number of shares outstanding during the fiscal year. Thus, the sum of the four quarter’s net income per share does not equal the full fiscal year.
(1)	Third quarter reflects write-down of U.S. inventory
(2)	See Note 14 regarding details of restructuring expense
(3)	Third quarter reflects a goodwill impairment charge related to the Company’s Japan reporting unit
(4)	Third and Fourth quarters reflect reversal of a portion of the U.S. Valuation Allowance ($1,225 in Q3 and $415 in Q4). See Note 10.
(5)	Operating expenses include $465 accounts receivable reserve for a customer bankruptcy in third quarter and $240 additional allowance for doubtful accounts in fourth quarter

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Information regarding the Company’s change in accountants during fiscal year 2007 is incorporated herein by reference to Item 4.01 of Form 8-K filed on November 20, 2006 and Form 8-K filed on November 28, 2006. There were no disagreements related to the change in accountants.

Item 9A.   Controls and Procedures

(a)   Evaluation of disclosure controls and procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, with participation of the Company’s Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report on Form 10-K. During this evaluation, management identified material weaknesses in the Company’s internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) related to an ineffective control environment in the Company’s operations in Lenexa, Kansas, as more fully described below. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this annual report on Form 10-K, the Company’s disclosure controls and procedures were not effective as a result of these material weaknesses.

(b)   Management’s report on internal control over financial reporting (as restated)

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of June 30, 2009 based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing the effectiveness of the Company’s internal control over financial reporting. During this evaluation, management identified material weaknesses in the Company’s internal control over financial reporting, as described below. Management has concluded that as a result of these material weaknesses, as of June 30, 2009, the Company’s internal control over financial reporting was not effective.

71

A material weakness is a control deficiency, or a combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected

Subsequent to the Company’s publication of its earnings for the year ended June 30, 2009 on August 20, 2009, the Company discovered that certain shipments made by its Lenexa, Kansas facility prior to June 30, 2009 did not conform to its internal control policies and procedures. Certain shipments had been made that were not supported by properly documented orders from customers; certain shipments to third party locations were not supported by contemporaneous authorization from customers; and the timing of revenues recorded did not conform to the terms of the purchase orders for certain shipments.

An investigation commissioned by the Audit Committee of the Board of Directors determined that as a result of these violations, the Company’s internal controls require remedial actions, and the unaudited financial statements included in the Company’s August 20, 2009 Earnings Release required adjustment. Adjustments have been recorded in the Company’s accounting records to reverse the amounts related to improperly recorded revenues, the majority of which will be recorded during the first quarter of fiscal year 2010, and to consider the effect on collectibility of certain accounts receivable. The table below sets forth a summary and reconciliation of the amounts reported in the Earnings Release and the adjusted amounts reported in the financial statements in this report on Form 10-K:

Amounts in $thousands,	Results Reported					Adjusted
except per share amounts	in Press Release		Adjustments			Results
Net Sales		177,826		(1,254	)		176,572
Cost of goods sold		124,098		(955	)		123,143
Inventory reserve adjustment		4,250					4,250
Gross Profit		49,478		(299	)		49,179
Operating Expenses, Excluding Restructuring and Impairment Expense		50,958		240			51,198
Restructuring		4,747					4,747
Impairment		5,658					5,658
Operating Expenses, Total		61,363		240			61,603
Operating loss		(11,885)		(539	)		(12,424	)
Other (income) expense:
Interest expense, net		2,268					2,268
Other (income) expense, net		(868)					(868	)
Loss before income taxes		(13,285)		(539	)		(13,824	)
Benefit from income taxes		(1,888)		(125	)		(2,013	)
Net loss		(11,397)		(414	)		(11,811	)
Loss per share — basic	$	(0.74)				$	(0.77	)
Loss per share — diluted	$	(0.74)				$	(0.77	)

As a result of these violations of Company policy and circumvention of internal controls, the Company is terminating two members of the executive management of the Lenexa, Kansas operation and has arranged for experienced, qualified executives to assume the responsibilities of general manager and controller at that location. The Company will also recruit an internal auditor to regularly review the observance of the Company’s policies and procedures globally.

Management had previously concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2008, due to insufficient staffing of accounting personnel commensurate with the Company’s global financial reporting requirements and the complexity of the Company’s operations and transactions. The Company had remediated that material weakness by performing a comprehensive review of its

72

accounting resources and, as a result, hired experienced, skilled finance executives and increased the level of review and analysis of complex judgmental accounting matters.

(c)   Changes in internal control over financial reporting — Remediation Plan

As discussed above, the Company is terminating two members of the executive management of its Lenexa, Kansas operation and is engaging experienced, qualified executives to assume the responsibilities of general manager and controller for that location. The Company will also recruit an internal auditor to regularly review the observance of the Company’s policies, procedures and internal controls globally. Management will also provide additional training in the Company’s ethics and whistleblower policies, as well as the Company’s operating policies and procedures and internal controls, primarily in the areas related to revenue.

Management believes that the efforts described above, when fully implemented, will be effective in remediation of the material weaknesses identified in Management’s Report on Internal Control Over Financial Reporting, as described above.

Item 9B.   Other Information

None.

PART III

Items 10, 11, 12, 13, 14

Information required under these items is contained in the Company’s 2009 Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year-end; accordingly, this information is therefore incorporated herein by reference.

PART IV

Item 15.   Exhibits, Financial Statement Schedules

(a)(1) Financial statements required by Item 15 are listed in the index included in Item 8 of Part II.

(a)(2) The following is a list of financial statement schedules filed as part of this Report:

	Page
Schedule II — Valuation and Qualifying Accounts		77

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(a)(3) The following is a list of all exhibits filed as part of this Report:

INDEX TO EXHIBITS

3	.1	Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 4, 1986. Filed as Exhibit 3.1 to the Company’s registration statement (No. 33-10028) on Form S-1 and incorporated herein by reference.
3	.2	Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 21, 1988. Filed as Exhibit 3.2 to the Company’s Registration Statement (No. 33-26121) on Form S-1 and incorporated herein by reference.
3	.3	Certificate of Amendment of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on November 20, 1990. Filed as Exhibit 3.3 to the Company’s Report on Form 10-K for the fiscal year ended June 30, 1991 and incorporated herein by reference.

73

3	.4	By-Laws of the Company as amended on November 13, 2007. Filed as Exhibit 3.1 to the Company’s Report on Form 8-K dated November 19, 2007 and incorporated herein by reference.
10	.1*	Baldwin Technology Company, Inc. 1996 Stock Option Plan. Filed as Exhibit A to the Baldwin Technology Company, Inc. 1996 Proxy Statement dated October 16, 1996 and incorporated herein by reference.
10	.2*	Baldwin Technology Company, Inc. 1998 Non-Employee Directors’ Stock Option Plan. Filed as Exhibit A to the Baldwin Technology Company, Inc. 1998 Proxy Statement dated October 15, 1998 and incorporated herein by reference.
10	.3*	Baldwin Technology Company, Inc. 2005 Equity Compensation Plan as amended August 2008. Filed as Exhibit A to the Company’s 2008 Proxy Statement dated October 10, 2008 and incorporated herein by reference.
10	.4*	Form of Restricted Stock Award Agreement. Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated November 20, 2006 and incorporated herein by reference.
10	.5*	Form of Restricted Stock Unit Award Agreement. Filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated November 20, 2006 and incorporated herein by reference.
10	.6*	Form of Grant Certificate for stock options granted to individuals under the Company’s 2005 Equity Compensation Plan, as amended. Filed as Exhibit 10.8 to the Company’s Report on Form 10-K dated September 28, 2007 and incorporated herein by reference.
10	.7*	Form of Performance Share Award Agreement granted to individuals under the Company’s 2005 Equity Compensation Plan, as amended (filed herewith).
10	.8*	Baldwin Technology Company Inc. 2007 Management Incentive Compensation Plan. Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated August 17, 2006 and incorporated herein by reference.
10	.9*	Baldwin Technology Company, Inc. 2008 Management Incentive Compensation Plan. Filed as Exhibit 10.10 to the Company’s Report on Form 10-K dated September 28, 2007 and incorporated herein by reference.
10	.10*	Baldwin Technology Company, Inc. 2009 Management Incentive Compensation Plan. Filed as Exhibit 10.11 to the Company’s Report on Form 10-K dated September 29, 2008 and incorporated herein by reference.
10	.11*	Baldwin Technology Company, Inc. 2010 Management Incentive Compensation Plan (filed herewith).
10	.12	Baldwin Technology Company, Inc. Dividend Reinvestment Plan. Filed as Exhibit 10.49 to the Company’s Report on Form 10-K for the fiscal year ended June 30, 1991 and incorporated herein by reference.
10	.13*	Employment Agreement dated June 19, 2007 and effective as of June 30, 2007 between Baldwin Technology Company, Inc. and Gerald A. Nathe. Filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated July 6, 2007 and incorporated herein by reference.
10	.14*	Amendment dated January 29, 2009 to Employment Agreement between Baldwin Technology Company, Inc. and Gerald A. Nathe. Filed as Exhibit 10.28 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.
10	.15*	Employment Agreement dated June 19, 2007 and effective as of June 30, 2007 between Baldwin Technology Company, Inc. and Karl S. Puehringer. Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated July 6, 2007 and incorporated herein by reference.
10	.16*	Amendment dated January 29, 2009 to Employment Agreement between Baldwin Technology Company, Inc. and Karl S. Puehringer. Filed as Exhibit 10.29 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.
10	.17*	Employment Agreement dated February 22, 2007 and effective as of March 8, 2007 between Baldwin Technology Company, Inc. and John P. Jordan. Filed as Exhibit 10.01 to the Company’s Report on Form 8-K dated March 12, 2007 and incorporated herein by reference.
10	.18*	Employment Agreement dated December 19, 2008, amending and restating an earlier agreement dated February 22, 2007, between Baldwin Technology Company, Inc. and John P. Jordan. Filed as Exhibit 10.26 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.

74

10	.19*	Amendment dated January 29, 2009 to Employment Agreement between Baldwin Technology Company, Inc. and John P. Jordan. Filed as Exhibit 10.30 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.
10	.20*	Employment Agreement dated and effective September 1, 2004 between Baldwin Technology Company, Inc. and Shaun J. Kilfoyle. Filed as Exhibit 10.68 to the Company’s Report on Form 10-K dated September 28, 2004 and incorporated herein by reference.
10	.21*	Employment Agreement dated December 19, 2008 between Baldwin Technology Company, Inc. and Shaun J. Kilfoyle. Filed as Exhibit 10.27 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.
10	.22*	Amendment dated January 29, 2009 to Employment Agreement between Baldwin Technology Company, Inc. and Shaun J. Kilfoyle. Filed as Exhibit 10.31 to the Company’s Report on Form 10-Q dated February 17, 2009 and incorporated herein by reference.
10	.23*	Baldwin Technology Profit Sharing and Savings Plan as amended. Filed as Exhibit 10.53 to the Company’s Report on Form 10-K dated October 13, 2003 and incorporated herein by reference.
10	.24*	Strategic Advisory Services Agreement dated October 19, 2003 and effective January 1, 2004 between Baldwin Technology Company, Inc. and Akira Hara. Filed as Exhibit 10.66 to the Company’s Report on Form 10-Q dated February 13, 2004 and incorporated herein by reference.
10	.25*	Amendment to Strategic Advisory Services Agreement dated as of September 25, 2008 between Baldwin Technology Company, Inc. and Akira Hara (filed herewith).
10	.26*	Retirement Allowance Plan for Representative Directors and Directors of Baldwin-Japan Ltd. Filed as Exhibit 10.75 to the Company’s Report on Form 10-Q dated February 10, 2006 and incorporated herein by reference.
10	.27	Credit Agreement dated as of November 21, 2006 by and among Baldwin Technology Company, Inc., Mainsee 431. VV GmbH (to be renamed Baldwin Germany Holding GmbH), Baldwin Germany GmbH and Oxy-Dry Maschinen GmbH as Borrowers, the various lenders party thereto as Lenders and LaSalle Bank National Association as Administrative Agent and Arranger. Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated November 28, 2006 and incorporated herein by reference.
10	.28	Amended and Restated Stock Purchase Agreement by and among Baldwin Technology Company, Inc. and the Stockholders of MTC Trading Company dated November 17, 2006. Filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated November 28, 2006 and incorporated herein by reference.
10	.29	Line of Credit Contract in the amount of EUR 5,000,000.00 (five million euro) between Baden-Württembergische Bank (as Lender) and Baldwin Germany Holding GmbH, Baldwin Germany GmbH and Oxy-Dry Maschinen GmbH as joint Borrowers, dated April 18, 2007. Translation filed as Exhibit 10.23 to the Company’s Report on Form 10-K dated as of September 28, 2007 and incorporated herein by reference.
10	.30	Waiver, Consent and Amendment No. 3 to Credit Agreement by and among Baldwin Technology Company, Inc., Baldwin Germany Holding GmbH, Baldwin Germany GmbH and Oxy-Dry Maschinen GmbH as Borrowers, various lenders party thereto as Lenders, and LaSalle Bank National Association as Administrative Agent and Lender, dated and effective as of January 3, 2008. Filed as Exhibit 10.24 to the Company’s Report on Form 10-Q dated February 14, 2008 and incorporated herein by reference.
10	.31	Modification and Limited Waiver Agreement dated as of March 31, 2009 among Baldwin Technology Company, Inc., Baldwin Germany Holding GmbH, Baldwin Germany GmbH, Baldwin Oxy-Dry GmbH, the other Credit Parties party thereto, Bank of America, N.A. as a Lender and as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.33 to the Company’s Report on Form 8-K dated April 6, 2009 and incorporated herein by reference.
10	.32	Amended and Restated Modification and Limited Waiver Agreement dated as of May 15, 2009 among Baldwin Technology Company, Inc., Baldwin Germany Holding GmbH, Baldwin Germany GmbH, Baldwin Oxy-Dry GmbH, the other Credit Parties thereto, Bank of America, N.A. as a Lender and as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.34 to the Company’s Report on Form 10-Q dated May 15, 2008 and incorporated herein by reference.

75

10	.33	Waiver and Amendment No. 5 to Credit Agreement dated as of July 31, 2009 among Baldwin Technology Company, Inc., Baldwin Germany Holding GmbH, Baldwin Germany GmbH, Baldwin Oxy-Dry GmbH, the other Credit Parties party thereto, Bank of America, N.A. as a Lender and as Administrative Agent and the other Lenders party thereto (filed herewith).
10	.34*	Employment Agreement effective July 1, 2009 between Baldwin Germany GmbH and Dr. Steffen Weisser (filed herewith).
10	.35*	Employment Agreement effective July 1, 2009 between Baldwin Jimek AB and Peter Hultberg (filed herewith).
18	.	Preferability Letter dated September 28, 2009 from Grant Thornton LLP, the Company’s registered independent accounting firm (filed herewith).
21	.	List of Subsidiaries of Registrant (filed herewith).
23	.	Consent of Grant Thornton LLP (filed herewith).
31	.01	Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31	.02	Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32	.01	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith).
32	.02	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith).

* Management contract or compensatory plan or arrangement.

76

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BALDWIN TECHNOLOGY COMPANY, INC.
(Registrant)

By:  /s/  KARL S. PUEHRINGER

Karl S. Puehringer

President and Chief Executive Officer

(Principal Executive Officer)

Dated: September 28, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  GERALD A. NATHE Gerald A. Nathe	Chairman of the Board	September 28, 2009
/s/  KARL S. PUEHRINGER Karl S. Puehringer	President, Chief Executive Officer and a Director (Principal Executive Officer)	September 28, 2009
/s/  JOHN P. JORDAN John P. Jordan	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	September 28, 2009
/s/  LEON RICHARDS Leon Richards	Controller (Principal Accounting Officer)	September 28, 2009
/s/  MARK T. BECKER Mark T. Becker	Director	September 28, 2009
/s/  ROLF BERGSTROM Rolf Bergstrom	Director	September 28, 2009
/s/  SAMUEL B. FORTENBAUGH III Samuel B. Fortenbaugh III	Director	September 28, 2009
/s/  JUDITH A. MULHOLLAND Judith A. Mulholland	Director	September 28, 2009
/s/  RONALD B. SALVAGIO Ronald B. Salvagio	Director	September 28, 2009
/s/  CLAES WARNANDER Claes Warnander	Director	September 28, 2009

77

SCHEDULE II

BALDWIN TECHNOLOGY COMPANY, INC

VALUATION AND QUALIFYING ACCOUNTS

	Balance at		Charged to							Balance
	Beginning		Costs and					Acquired		at End of
	of Fiscal Year		Expenses		Deduction			Balances		Fiscal Year
	(In thousands)
Fiscal year ended June 30, 2009
Allowance for doubtful accounts (deducted from accounts receivable)	$	1,180	$	857	$	339		$	—	$	1,698
Fiscal year ended June 30, 2008
Allowance for doubtful accounts (deducted from accounts receivable)	$	1,876	$	257	$	953	(1)	$	—	$	1,180
Fiscal year ended June 30, 2007
Allowance for doubtful accounts (deducted from accounts receivable)	$	1,452	$	309	$	355		$	470	$	1,876

(1) The reduction in allowance for doubtful accounts primarily reflects a write-off of previously identified and specifically reserved accounts receivable for a U.S. subsidiary.

78

EX-10.7

                                                                    EXHIBIT 10.7

                        BALDWIN TECHNOLOGY COMPANY, INC.
                          2005 EQUITY COMPENSATION PLAN

                        PERFORMANCE SHARE AWARD AGREEMENT

This Agreement evidences the grant of a Performance Award of Shares (the
"Performance Shares") pursuant to the 2005 Equity Compensation Plan (the "Plan")
of Baldwin Technology Company, Inc. (the "Company") to the individual whose name
appears below (the "Participant"), pursuant to the provisions of the Plan and on
the following express terms and conditions. Capitalized terms not otherwise
defined herein will each have the meaning assigned to them in the Plan.

1.   Name of Participant: [INSERT NAME]

2.   Number of Performance Shares Awarded at 100% of Target: [INSERT NUMBER OF
     SHARES]

3.   Date of Grant: [INSERT DATE OF AWARD]

4.   Determination of Number of Performance Shares: Subject to Section 6 below,
     the following table sets forth the applicable performance criteria and
     targets for determining the percentage of the Performance Shares indicated
     in Section 2 above that will be awarded if the Committee determines that
     the performance criteria set forth below for the three-year performance
     period ending on June 30, 2011 meet or exceed the applicable targets for
     such period. The performance criteria were set forth in the Company's most
     recent Strategic Plan as presented to the Board of Directors on June 9,
     2008. Performance between the applicable threshold targets will be
     determined using straight-line interpolation.



                       2011 ORGANIC REVENUE
2011 ORGANIC REVENUE     PERCENT OF GRANT
       ACTUAL              OPPORTUNITY
- --------------------   --------------------
                    
$XXXXXXXX or above             100%
$XXXXXXXX or below               0%
OVERALL WEIGHTING:              50%




2011 ORGANIC OPERATING      2011 ORGANIC OPERATING
INCOME AS A PERCENT OF      INCOME AS A PERCENT OF
ORGANIC REVENUE (AFTER      ORGANIC REVENUE (AFTER
 NON-RECURRING ITEMS)        NON-RECURRING ITEMS)
        ACTUAL           PERCENT OF GRANT OPPORTUNITY
- ----------------------   ----------------------------
                      
XXX% or above                        100%
XXX% or below                          0%
OVERALL WEIGHTING:                    50%


     The percentage of the Performance Shares that will be awarded will equal
     (i) the "2011 Organic Revenue Percent of Grant Opportunity" percentage
     multiplied by 50%, plus (ii) the "2011 Organic Operating Income as a
     Percent of Organic Revenue (after non-recurring items) Percent of Grant
     Opportunity" percentage multiplied by 50% (this sum, the "Total Award
     Percentage"). The number of Performance Shares that will be awarded will
     equal the Total Award Percentage multiplied by the number of Performance
     Shares



     indicated in Section 2 above, rounded down to the preceding whole number
     (e.g., 101.74 rounded down to 101). [For these purposes, a performance
     target will be deemed to have been met if at any time during the period
     ending June 30, 2011, such target has been met and the Committee so
     certifies between July 1, 2011 and September 30, 2011 that such target has
     been met.]

     For purposes of this Award Agreement, "2011 Organic Revenue" and "2011
     Organic Operating Income as a Percent of Organic Revenue (after
     non-recurring items)" means the revenue and operating income for the
     Company as determined in good faith by the Company.

5.   Payment Date: Payment of the Performance Shares will be made solely in
     Shares. Subject to Sections 6 and 7 below, the number of Performance Shares
     which are awarded pursuant to Section 4 above will be transferred to the
     Participant between July 1, 2011 and September 30, 2011 (the "Payment
     Date").

6.   Cessation of Employment or Service: Upon termination of the Participant's
     employment or services for any reason prior to the Payment Date, the
     Performance Shares shall be immediately forfeited on the date of such
     cessation of employment or services. The Participant shall have no further
     right to any forfeited Performance Shares.

7.   Tax Withholding: The Performance Shares shall be subject to the tax
     withholding provisions set forth in the Plan. By accepting this Performance
     Share award, the Participant agrees that the Company or any of its
     Subsidiaries may withhold from cash otherwise payable to the Participant in
     order to meet any applicable tax withholding obligations.

8.   No Right to Continued Employment or Service. The Participant's rights, if
     any, to continue to be employed by or to serve the Company or any of its
     Subsidiaries as an employee or otherwise, shall not be enlarged or
     otherwise affected by the grant of the Performance Shares, and the Company
     and its Subsidiaries reserve the right to terminate the Participant's
     employment or service at any time. The right of the Company or any
     Subsidiary to terminate at will the Participant's employment or service at
     any time for any reason is specifically reserved.

9.   Grant Subject to Plan Provisions. The Performance Shares are awarded
     pursuant to the Plan, the terms of which are incorporated herein by
     reference, and in all respects shall be interpreted in accordance with the
     Plan. The grant of the Performance Shares is subject to interpretations,
     regulations and determinations concerning the Plan established from time to
     time by the Committee in accordance with the provisions of the Plan,
     including, but not limited to, provisions pertaining to (i) rights and
     obligations with respect to withholding taxes, (ii) adjustments in the
     event of certain capital events, and (iii) other requirements of applicable
     law. The Committee shall have the authority to interpret and construe the
     Performance Shares pursuant to the terms of the Plan, and its decisions
     shall be conclusive as to any questions arising hereunder. The Committee
     shall administer the Plan and its decisions shall be final, conclusive, and
     binding on the Company and the Participant or any person claiming rights
     under the Plan from or through any Participant.



10.  No Shareholder Rights. Neither the Participant, nor any other person, shall
     have any of the rights and privileges of a shareholder with respect to any
     Shares subject to the Performance Shares prior to payment of the Shares
     pursuant to Section 5 above.

11.  Applicable Law. This Award Agreement, and all actions taken in connection
     herewith shall be governed by and construed in accordance with the laws of
     the State of Delaware without reference to principles of conflict of laws,
     except as superseded by applicable federal law.

12.  Amendment. This Award Agreement may be amended or modified at any time by
     mutual agreement between the Committee and the Participant or such other
     persons as may then have an interest therein, subject to the terms of the
     Plan.

13.  Section 409A. The Performance Shares provided under this Award Agreement
     are intended to qualify for the "short-term deferral" exception to Code
     section 409A.

A copy of the Plan, and other materials required to be delivered or made
available to the Participant, will be delivered or made available
electronically, provided that upon request of the Participant, the Company will
deliver to the Participant paper copies of such materials. By accepting the
grant of the Performance Shares under this Award Agreement, the Participant
hereby agrees to be bound by the terms and conditions of the Plan and this Award
Agreement. The payment of any award hereunder is expressly conditioned upon the
terms and conditions of this Award Agreement and the Plan and the Participant's
compliance with such terms and conditions.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Award Agreement, effective as of the Date of Grant.

BALDWIN TECHNOLOGY COMPANY, INC.


By:
    --------------------------------

Date:
      ------------------------------

AGREED TO AND ACCEPTED


By:
    --------------------------------
              Participant

Date:
      ------------------------------

EX-10.11

                                                                   EXHIBIT 10.11

                        BALDWIN TECHNOLOGY COMPANY, INC.
                 FY 2010 MANAGEMENT INCENTIVE COMPENSATION PLAN
                             AS APPROVED AUGUST 2009

I    OBJECTIVE

     The purpose of the Baldwin Technology Company, Inc. (the "Company" or
     "Baldwin") Management Incentive Compensation Plan ("MICP" or the "Plan") is
     to provide a financial incentive (bonus) to key Baldwin employees around
     the world to work together for the common good of the Company as the
     Company pursues its strategic business initiatives.

II   MICP CRITERIA AND IMPLEMENTATION

     A.   The MICP is structured so that the formulas pay 50 percent (50%) of a
          participant's 100% Total Bonus Opportunity (100% TBO) upon attaining
          the budgeted Annual Operating Plan ("AOP") objectives. In order for a
          participant to exceed 50% of his/her 100% TBO, Baldwin must achieve
          results that exceed the budgeted AOP objectives.

     B.   With the exception of the participants from Oxy-Dry Food Blends ("Food
          Blends"), each MICP participant's bonus opportunity will be based on
          Baldwin's total consolidated financial results. Food Blends will
          remain as a separate reporting entity for calculating MICP bonuses and
          they will continue to have their bonus based on 50% of Baldwin's
          consolidated financial results and 50% on the Food Blends financial
          results.

     C.   There are seven bonus percentage classifications ranging from 7.5% to
          50%. A participant is eligible to participate in the MICP as a target
          bonus percentage of his/her base salary in effect on July 1st of the
          fiscal year. This percentage, when multiplied by the participant's
          base salary is his/her 100% TBO.

     D.   The total maximum bonus opportunity is capped at one hundred and fifty
          percent (150%) of the 100% TBO (1.5 times the 100% TBO). The 150%
          maximum bonus cap does not apply to each financial objective
          separately - one objective is capped at a level higher than 150% and
          one is capped at a level lower than 150%. However, the total maximum
          bonus opportunity cap of the two is 150%.

     E.   The expense of the MICP bonuses to be paid will be included in the
          operating expenses when calculating whether or not the MICP objectives
          have been achieved and a bonus earned.

     F.   There are two objectives for the MICP for both Baldwin and Food Blends
          participants. Payment of an MICP bonus will be based on achieving and
          exceeding these two objectives:

               1.   FY 2010 AOP Profit Before Tax (PBT)
               2.   FY 2010 AOP Cash Flow for the year

          (NOTE: Adjustment will be made to remove the effect of any accounting
          entries recorded during the 2010 fiscal year for items such as
          management fees, net restructuring charges, strategic acquisitions,
          other non-operating sources of expenses, income, etc. when comparing
          actual performance against AOP for the purpose of bonus calculations)



     G.   The weighting of the two objectives will be seventy percent (70%) for
          the FY 2010 AOP PBT and thirty percent (30%) for the FY 2010 AOP Cash
          Flow.

III  COMPONENTS OF MICP BONUS OPPORTUNITY

     A.   The AOP Target Bonus Opportunity (50% of the 100% TBO) for FY 2010 AOP
          PBT and Cash Flow

          (i)  Performance against MICP objective (PBT and Cash Flow for both
               Baldwin and Food Blends) will be measured on a sliding scale that
               equates 80% achievement of each FY 2010 AOP MICP objective to a
               zero percent (0%) bonus and 100% achievement of each FY 2010 AOP
               MICP objective to fifty percent (50%) of the 100% TBO. (This 50%
               of the 100% TBO is called the AOP Target Bonus Opportunity.)

          (ii) The sliding scale means that each one percent (1%) achievement of
               a bonus objective in excess of 80% earns two and one-half percent
               (2.5%) of a participant's 100% TBO. For example, ninety percent
               (90%) achievement of each FY 2010 AOP MICP objective equates to a
               twenty-five percent (25%) attainment of the 100% TBO, and at
               one-hundred percent (100%) achievement of each FY 2010 AOP MICP
               objective this will equate to fifty percent (50%) attainment of
               the 100% TBO.

     B.   Attaining Bonuses in excess of the AOP Target Bonus Opportunity (50%
          of the 100% TBO) with financial performances in excess of the FY 2010
          AOP PBT and Cash Flow objectives.

          (i)  FY 2010 AOP PROFIT BEFORE TAX

               (a)  If Baldwin achieves a consolidated profit before tax of 192%
                    of the FY 2010 AOP Profit Before Tax objective, then the
                    participant will attain the 100% TBO on this objective. In
                    other words, at the FY 2010 AOP Profit Before Tax objective,
                    the participant earns 50% of the 100% TBO (the AOP Target
                    Bonus Opportunity), and this is then linearly scaled so the
                    participant attains 100% of the 100% TBO at 192%
                    achievement.

               (b)  If Baldwin achieves a consolidated profit before tax of 343%
                    of the FY 2010 AOP Profit Before Tax objective, then the
                    participant will attain a 150% TBO on this objective. In
                    other words, at a profit before tax of 192% of the FY 2010
                    AOP, the participant earns 100% of the 100% TBO, and this is
                    then linearly scaled so the participant attains 150% of the
                    100% TBO at 343% achievement.

               (c)  Beyond the 150% TBO, an additional profit before tax bonus
                    opportunity has been provided in an amount equivalent to the
                    reduced bonus amount due to the cap at less than 150% TBO on
                    the Cash Flow objective. This additional bonus opportunity
                    can be attained if Baldwin achieves a consolidated profit
                    before tax of 440% of the FY 2010 AOP Profit Before Tax
                    objective. In other words, at a profit before tax of 343%
                    the participant earns 150% of the 100% TBO, and this is then
                    linearly scaled so the participant attains 182% of the 100%
                    TBO at 440%.

          (ii) FY 2010 AOP CASH FLOW



               (a)  If Baldwin achieves a cash flow of 120% of the FY 2010 Cash
                    Flow objective, then the participant will attain 75% of the
                    100% TBO on this objective. In other words, at the FY 2010
                    AOP Cash Flow objective, the participant earns 50% of the
                    100% TBO, and this is then linearly scaled so the
                    participant attains 75% of the 100% TBO at 120%.

               (b)  75% of the 100% TBO for the FY 2010 AOP Cash Flow objective
                    is the maximum bonus that can be achieved on the cash flow
                    objective. The remaining bonus amount between 75% and 100%
                    of the 100% TBO as well as the portion due to the 150%
                    maximum bonus for this objective has to be attained through
                    the FY 2010 AOP PBT objective as noted in section
                    III.B(i)(c) above.

     C.   The calculations for total Company and Food Blends business unit MICP
          bonuses are independent of one another, as are the calculations for
          the percentage achievement against each FY 2010 AOP MICP objective.
          This means that there are a total of four (4) independent calculations
          associated with each participant's bonus for Food Blends including the
          total Company and business unit achievement calculations. For all
          other participants, there are two discrete calculations - one for
          total company PBT achievement and one for Cash Flow achievement.

IV   MICP FY 2010 OBJECTIVES

     A.   The MICP provides that each eligible participant can earn a bonus upon
          the achievement of certain MICP performance goals. (The types of
          objectives are the same for both the total Company and the Food Blends
          business unit). For FY 2010, both total Company and the Food Blends
          business unit have two quantitative performance objectives whose
          purpose is to focus the Company's attention on earnings (through PBT)
          and on cash management (through an improvement in managing cash flow).

     B.   FY 2010 total year AOP PBT will be weighted at 70%, while total year
          AOP Cash Flow will be weighted at 30%.

V    ADMINISTRATIVE

     A.   NEW PARTICIPANTS

          Any newly hired, promoted or transferred employee who was not in the
          MICP Plan and becomes eligible as a result of being newly hired,
          promoted or transferred will participate in the MICP on a pro-rated
          basis from the date of such occurrence. All new participants must be
          approved by the President & Chief Executive Officer (CEO) and Chief
          Financial Officer (CFO) of Baldwin.

     B.   TERMINATION, RETIREMENT OR DEATH

          Unless otherwise stipulated in a participant's employment agreement
          (which employment agreement has been approved by the Compensation
          Committee of the Board of Directors of the Company), a participant who
          terminates voluntarily or is terminated for just cause (or summary
          dismissal) prior to a payout of any bonus under this Plan as outlined
          in Section V.C below, will not receive payment under this Plan. In the
          case of retirement or death or involuntary termination of a
          participant before the fiscal year-end of the bonus plan year, payment
          will be made on a pro-rated basis consistent with the time such
          employee worked in the fiscal year.



     C.   PAYOUT

          At fiscal year-end, actual financial performance results will be
          compared to the performance criteria, and the payout for each
          participant will be calculated using the foreign exchange rate in
          effect on June 30th of that fiscal year. Any payout from the Plan will
          occur with the first eligible pay period following the year-end
          earnings release but no later than December 31st following the end of
          the fiscal year.

     D.   PLAN CHANGES

          Unless otherwise stipulated in a participant's employment agreement
          (which employment agreement has been approved by the Compensation
          Committee of the Board of Directors of the Company), all information
          contained herein including the MICP targets and the payout of bonuses
          (either as a whole or individually) under this Plan may be changed as
          considered appropriate (for matters such as acquisitions, etc.) at the
          sole discretion of the President & CEO of the Company, provided that
          the changes to the Plan must be approved by the Compensation Committee
          of the Board of Directors of the Company.

     E.   CHANGE OF CONTROL

          In the event of involuntary separation of a participant within ninety
          (90) days of a Change of Control in the Company's ownership, payment
          will be made on a pro-rata basis consistent with the time such
          participant worked during the fiscal year.

     F.   AUTHORIZED BONUS PLAN

          This Management Incentive Compensation Plan is the only authorized
          bonus plan of Baldwin Technology Company, Inc. To the extent that any
          other bonus plans or agreements to pay an employee a bonus exist,
          based on corporate, business unit, personal, etc. performance, they
          must be communicated to the Director of Human Resources of Baldwin
          Technology Company, Inc, who will determine the appropriate
          disposition of those plans and eligibility of their participants for
          the MICP.

EX-10.25

                                                                   EXHIBIT 10.25

BALDWIN TECHNOLOGY COMPANY, INC.
2 Trap Falls Road, Suite 402   Tel: 203 402 1000
Shelton, CT 06484-0941         Fax: 203 402 5500
USA                            www.baldwintech.com


September 25, 2008

Mr. Akira Hara
2-43-15-401 Den-en-chofu
Ohta-ku, Tokyo
145-0071 Japan

Dear Akira,

Pursuant to Paragraph 11 of the Strategic Advisory Agreement (the "Agreement")
between Baldwin Technology Company, Inc. and you dated October 19, 2003, both
parties hereby mutually agree to modification of the Agreement as follows:

Paragraph 2 is amended so that the term of the Agreement shall not continue
indefinitely but shall terminate on September 30, 2010, provided, however, that
either party may terminate the Agreement prior to that date at any time, with or
without cause, by giving the other party 180 days notice in advance of
termination in accordance with the provisions of Paragraph 12 of the Agreement.
If BTI elects to terminate the Agreement without good and substantial cause
prior to September 30, 2010, BTI shall cause BJL to pay the Strategic Adviser a
cancellation fee equal to the total outstanding and unpaid amount of the
Retainer Fee that would have been payable had the Agreement remained in force
through September 30, 2010, along with any earned but unpaid Project Fees, as
defined in Paragraph 3 of the Agreement.

Paragraph 3 is amended to provide that, effective October 1, 2008, there shall
be a forty (40%) percent reduction in the annual retainer from the current Six
Million Seven Hundred and Twenty Thousand (JPY6,720,000) Japanese Yen to Four
Million Thirty-Two Thousand (JPY4,032,000) Japanese Yen. The parties agree that
there have been no adjustments for inflation to the annual retainer since the
Agreement was first signed. The parties retain the right to make such
adjustments in the future if the inflation rate in Japan is excessive. Paragraph
3 is further amended to provide that, effective October 1, 2008, there shall be
a corresponding forty (40%) percent reduction in the maximum daily service
requirements from forty-five (45) days per year to twenty-seven (27) days per
year. The remainder of Paragraph 3 shall remain as written except that
twenty-seven (27) days shall be inserted wherever forty-five (45) days were
used.

Paragraph 4(a) is amended to provide that, effective October 1, 2008, the
Strategic Adviser shall serve as a Senior Adviser and a Director of BJL for a
period of two (2) years, ending on September 30, 2010 or sooner if the Agreement
is terminated.



Baldwin/Hara Amendment
September 25, 2008
Page 2


Paragraph 4(b) shall be deleted in its entirety. Paragraph 4(c) shall remain as
is but shall now become Paragraph 4(b). The forty-five (45) days referred to in
the last section of Paragraph 4 shall be twenty-seven (27) days, effective as of
October 1, 2008.

Notwithstanding the provisions of Paragraph 10, BTI hereby provides its written
consent to the Strategic Adviser assigning his IPR to his daughter, Hiroko Hara.
Attached to this Amendment is a listing of the IPR developed to date by the
Strategic Adviser pursuant to the Agreement. The parties further agree that BTI
shall retain its right of first refusal to license the IPR and all other rights
and obligations as enumerated in Appendix A to the Agreement. All other terms
and conditions set forth in Appendix A to the Agreement shall remain, and BTI
and the Strategic Adviser shall continue to be the Parties that will negotiate
the terms of any license agreement pertaining to the IPR developed by the
Strategic Adviser, unless the Strategic Adviser is unable for whatever reason to
do such negotiation, in which case BTI and Hiroko Hara shall be the parties that
negotiate the terms of any license agreement pertaining to the IPR.

Paragraph 12 is amended to update the address for Notices as follows:

     If to BTI: Baldwin Technology Company, Inc.
                2 Trap Falls Road, Suite 402
                Shelton, CT 06484 USA
                Attn: Karl Puehringer, President and CEO

     With a copy to:

                Baldwin Japan Limited
                MS Shibaura Building
                4-13-23 Shibaura
                Minato-ku, Tokyo 108-0023 Japan

     If to the Strategic Adviser:

                Mr. Akira Hara
                2-43-15-401 Den-en-chofu
                Ohta-ku, Tokyo 145-0071 Japan



Baldwin/Hara Amendment
September 25, 2008
Page 3


All other sections of the Agreement, including Appendix A, shall remain in full
force and effect as originally agreed to.

BALDWIN TECHNOLOGY COMPANY, INC.        AGREED TO AND ACCEPTED:


By: /s/ Karl S. Puehringer              By: /s/ Akira Hara
    Karl S. Puehringer                      Akira Hara
    Its President and CEO                   Strategic Adviser

EX-10.33

                                                                   EXHIBIT 10.33

                           WAIVER AND AMENDMENT NO. 5
                                       TO
                                CREDIT AGREEMENT

     THIS WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment"),
dated as of the 31st day of July, 2009, is by and among BALDWIN TECHNOLOGY
COMPANY, INC., a Delaware corporation ("Parent"), BALDWIN GERMANY HOLDING GMBH,
a German company ("Newco"), BALDWIN GERMANY GMBH, a German company ("BGG"),
BALDWIN OXY-DRY GMBH (formerly known as "OXY-DRY MASCHINEN GMBH"), a German
company ("Oxy-Dry GmbH", and, collectively with the Parent, Newco and BGG, the
"Borrowers"), the other Credit Parties (as defined in the Guaranty and
Collateral Agreement (as defined below)) a party hereto, the Lenders (as defined
in the Credit Agreement referred to below) signatory hereto and BANK OF AMERICA,
N.A., a national banking association (as successor-by-merger to LASALLE BANK
NATIONAL ASSOCIATION), in its capacity as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders.

                             PRELIMINARY STATEMENTS

     A. The Borrowers, the Lenders and the Administrative Agent are parties to
that certain Credit Agreement, dated as of November 21, 2006, as amended by that
certain (i) Amendment to Credit Agreement dated as of December 29, 2006, (ii)
Waiver, Consent and Amendment No. 2, dated as of April 18, 2007 ("Amendment No.
2"), (iii) Waiver, Consent and Amendment No. 3 to Credit Agreement dated as of
January 3, 2008, (iv) Amendment No. 4 to Credit Agreement dated as of February
26, 2008 and (v) Modification and Limited Waiver Agreement dated as of March 31,
2009, as amended and restated as of May 15, 2009 and amended on June 22, 2009
(such Modification and Limited Waiver Agreement, as so amended and restated and
as so amended, and as may be further amended, restated, supplemented or
otherwise modified from time to time, the "Modification and Limited Waiver");

     B. The term "Credit Agreement" as used in this Amendment shall mean such
Credit Agreement as amended as set forth in paragraph A above.

     C. The Guaranty and Collateral Agreement (as defined in the Credit
Agreement) was amended pursuant to an Amendment No. 1 to Guaranty and Collateral
Agreement, dated as of June 24, 2009 (the "Amendment No. 1 to Guaranty and
Collateral Agreement").

     D. The Borrowers, the Administrative Agent and the Lenders party hereto
desire to further amend the Credit Agreement, as hereafter set forth, and each
of the Borrowers, the Administrative Agent and such Lenders is willing to do so
upon the terms and conditions set forth in this Amendment; and

     E. The Borrowers have requested that the Administrative Agent and the
Lenders waive the "Specified Events of Default" set forth in the Modification
and Limited Waiver, and the Administrative Agent and the Lenders are willing to
waive such "Specified Events of Default" upon the terms and conditions set forth
in this Amendment.



     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.01 Capitalized terms used in this Amendment and not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement unless
otherwise stated herein.

                                   ARTICLE II
                                   AMENDMENTS

     2.01 AMENDMENT TO SECTION 1.1: ADDITION OF NEW DEFINITIONS. Section 1.1 of
the Credit Agreement is hereby amended by adding the following new definitions
(to be inserted in proper alphabetical order):

          Amendment No. 5 means that certain Waiver and Amendment No. 5 to
     Credit Agreement dated as of July 31, 2009, among Borrowers, the other
     Credit Parties a party thereto, the Lenders signatory thereto and the
     Administrative Agent, as amended, restated, supplemented or otherwise
     modified from time to time.

          Currency Adjusted Net Sales means, with respect to any period, the net
     sales of the Parent and its Subsidiaries for such period on a consolidated
     basis. Such Currency Adjusted Net Sales shall, subject to the immediately
     succeeding sentence, be calculated in accordance with GAAP in a manner
     consistent with how net sales were calculated in the financial statements
     delivered pursuant to Sections 10.1.1 and 10.1.2 prior to the Fifth
     Amendment Effective Date. Notwithstanding the foregoing, (i) sales for June
     of 2009 made in currencies other than Dollars shall be converted to Dollars
     using the exchange rates set forth in the projections for June of 2009
     previously delivered to the Lenders and (ii) sales made on or after July 1,
     2009 in the following currencies shall, for purposes of calculating
     Currency Adjusted Net Sales, be converted to Dollars using the following
     respective exchange rates (which exchange rates are referred to herein as
     the "Specified Assumed Exchange Rates"):



FOREIGN CURRENCY   EXCHANGE RATE (PER DOLLAR)
- ----------------   --------------------------
                
       GBP                     0.61
       AUD                     1.36
       JPY                    99.31
       SEK                     7.36



                                      -2-





FOREIGN CURRENCY   EXCHANGE RATE (PER DOLLAR)
- ----------------   --------------------------
                
       HKD                     7.77
       RMB                     6.84
       EURO                    0.73
       REAL                    2.06
      RUPEE                   46.82
       SING                    1.46
       CHF                     1.12


          Excess Cash Flow means, without duplication, with respect to any
     applicable Fiscal Year of the Parent and its Subsidiaries, (a) EBITDA with
     respect to such Fiscal Year minus (b) the consolidated Capital Expenditures
     of the Parent and its Subsidiaries during such Fiscal Year to the extent
     such Capital Expenditures are permitted by this Agreement and are not
     financed with the proceeds of Debt (other than Revolving Loans), minus (c)
     Interest Expense (whenever accrued) actually paid in cash by the Parent or
     its Subsidiaries in such Fiscal Year, minus (d) to the extent not deducted
     in determining such EBITDA, any scheduled permanent principal payments (but
     excluding for the avoidance of doubt any mandatory prepayments required
     under Section 6.2.2) actually paid in cash by the Parent or its
     Subsidiaries in respect of Total Debt (other than the Revolving Loans or
     other revolving indebtedness) permitted under this Agreement, minus (e) any
     voluntary prepayments (if any) of the Term Loans made by Newco in such
     Fiscal Year and any voluntary prepayment of the Revolving Loans made in
     such Fiscal Year and after the Fifth Amendment Effective Date but only to
     the extent that the applicable Revolving Commitments are simultaneously and
     permanently reduced by the amount of such prepayment, minus (f)
     consolidated income taxes and franchise taxes (to the extent in lieu of
     income taxes) actually paid in cash by the Parent or its Subsidiaries in
     such Fiscal Year, plus (in the case of extraordinary items consisting of a
     gain or income) and minus (in the case of extraordinary items consisting of
     a loss or expense) (g) the cash component (if any) of any extraordinary
     item (but excluding, in each case, any extraordinary item covered by clause
     (h) below) in such Fiscal Year, minus (in the case of a gain) and plus (in
     the case of a loss) (h) any gain or loss from any Asset Disposition in such
     Fiscal Year, minus (i) any restructuring charges or restructuring expenses
     paid in cash by the Parent and its Subsidiaries in such Fiscal Year to the
     extent such charges or expenses are added-back in calculating EBITDA
     pursuant to clause (vii) of the definition of EBITDA and minus (i) any
     Fifth Amendment Expenses (as defined in the definition of EBITDA) paid in
     cash


                                      -3-



     by the Parent and its Subsidiaries in such Fiscal Year and added-back in
     calculating EBITDA pursuant to clause (x) of the definition of EBITDA.

          Fifth Amendment Effective Date means July 31, 2009.

          Four Fiscal Quarter Computation Period means each period of four
     consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

          German Pledge Agreements means the German Pledge Agreements as defined
     in the Guaranty and Collateral Agreement.

          Minimum Liquidity and Currency Adjusted Net Sales Certificate means a
     Minimum Liquidity and Currency Adjusted Net Sales Certificate in
     substantially the form of Exhibit C.

          Specified Assumed Exchange Rates - see the definition of Currency
     Adjusted Net Sales.

          Specified Availability Amount means $7,900,000, or such lesser amount
     (if any) as the Required Lenders may (in their absolute discretion) agree
     to in writing from time to time.

          Specified Currency Prepayment Amount means, at any time, an amount
     equal to $25,000,000 less the applicable Specified Availability Amount at
     such time.

          Technotrans Litigation means any and all claims, counterclaims or
     other causes of action of the Parent or any of its Subsidiaries against
     technotrans AG or its Affiliates arising out of or otherwise relating to
     any patent infringements (or the like).

          Technotrans Litigation Net Proceeds shall mean (i) any recovery (or
     other receipt of cash proceeds) by the Parent or any of its Subsidiaries
     from the Technotrans Litigation, whether from any judgment, decision,
     award, settlement or otherwise less (ii) any and all out-of-pocket costs
     and expenses, including out-of-pocket attorney fees and disbursements and
     the out-of-pocket fees and disbursements of other outside experts, paid by
     the Parent or any of its Subsidiaries in bringing or prosecuting the
     Technotrans Litigation or in any settlement thereof, or in defending or
     settling any counterclaims related thereto. If requested by the
     Administrative Agent, the Parent shall provide reasonable evidence of the
     amount(s) under clause (i) and/or (ii) of the immediately preceding
     sentence.

     2.02 AMENDMENT TO SECTION 1.1: AMENDMENT AND RESTATEMENT OF CERTAIN
DEFINITIONS. Section 1.1 of the Credit Agreement is hereby amended by amending
and restating the following definitions to read in their entireties as follows:


                                       -4-



          Applicable Margin means, for any day on or after March 31, 2009, the
     rate per annum set forth below (it being understood and agreed that the
     Applicable Margin for (i) LIBOR Loans shall be the percentage set forth
     under the column "LIBOR Margin", (ii) Base Rate Loans shall be the
     percentage set forth under the column "Base Rate Margin", (iii) the Non-Use
     Fee Rate shall be the percentage set forth under the column "Non-Use Fee
     Rate" and (iv) the L/C Fee Rate shall be the percentage set forth under the
     column "L/C Fee Rate"):



 LIBOR   BASE RATE    NON-USE   L/C FEE
MARGIN     MARGIN    FEE RATE     RATE
- ------   ---------   --------   -------
                       
 4.50%     3.00%      0.500%     4.50%


          Bank Product Agreements means those certain cash management service
     agreements and other agreements or other documents entered into from time
     to time between any Loan Party and a Lender or its Affiliates or the
     Administrative Agent in connection with any of the Bank Products.

          Collateral Documents means, collectively, the Guaranty and Collateral
     Agreement, each Mortgage (if any), each Collateral Access Agreement, the
     Foreign Pledge Agreements, the German Opco Security Documents (as defined
     in the Guaranty and Collateral Agreement), each control agreement and any
     other agreement or instrument pursuant to which at any time the Parent, any
     Subsidiary or any other Person grants or purports to grant collateral to
     the Administrative Agent for the benefit of the Lenders or otherwise
     relates to such collateral.

          EBITDA means, for any period, Consolidated Net Income for such period
     plus (without duplication), in each case to the extent deducted in
     determining such Consolidated Net Income in such period, (i) Interest
     Expense, (ii) income tax expense and franchise tax expense (to the extent
     in lieu of income tax expense), (iii) depreciation and amortization, (iv)
     non-cash charges (if any) under FAS No. 142 regarding the impairment of
     goodwill, (v) other non-cash impairment charges with respect to long-term
     assets (for the avoidance of doubt there is no "add-back" under this clause
     (v) or any other clause of this definition for any increases in the
     reserves with respect to inventory or accounts receivable or for any
     write-off with respect to inventory or accounts receivable), (vi) non-cash
     write offs of previously capitalized financing costs, (vii) restructuring
     charges or restructuring expenses (whether cash or non-cash) incurred by
     the Parent or its Subsidiaries with respect to (a) the closure or
     consolidation of plants or offices, (b) rent reserves for closed or
     consolidated plants or offices and (c) severance payments for employees
     terminated as part of a general downsizing, (viii) establishment or
     increase in reserves for uninsured litigation claims provided that the
     aggregate add-back under this clause (viii) shall not exceed $100,000 for
     such period, (ix) non-cash expenses (if any) resulting from the grant by
     the Parent of Capital Securities (including options), and (x)
     non-capitalized one-time out-of-pocket fees (including the Amendment Fee
     (as defined in Amendment No. 5) and any


                                      -5-



     fees payable pursuant to the Agent Fee Letter in connection with Amendment
     No. 5) and legal and financial advisor expenses, not to exceed $998,000 in
     the aggregate for purposes of this clause (x), incurred (in such period) by
     the Parent and its Subsidiaries in connection with the negotiation,
     execution and delivery of Amendment No. 5 and any documents prepared and
     delivered in connection therewith or any term sheet relating thereto (such
     one-time fees and expenses, the "Fifth Amendment Expenses"), all on a
     consolidated basis of the Parent and its Subsidiaries.

          Fixed Charge Coverage Ratio means, for any Four Fiscal Quarter
     Computation Period, the ratio of (a) the total for such Four Fiscal Quarter
     Computation Period of EBITDA minus the sum of (i) income taxes (and
     franchise taxes in lieu of income taxes) paid, or required to be paid, in
     cash by the Parent and its Subsidiaries in such Four Fiscal Quarter
     Computation Period plus (ii) all Capital Expenditures of the Parent and its
     Subsidiaries for such Four Fiscal Quarter Computation Period to the extent
     not financed (it being agreed that Capital Expenditures paid with the
     proceeds of Revolving Loans shall not be considered financed for such
     purposes) to (b) the sum for such Four Fiscal Quarter Computation Period of
     (i) Interest Expense with respect to such Four Fiscal Quarter Computation
     Period plus (ii) all payments of principal of Debt (including the Term
     Loans but excluding payments required under Section 6.2.2 and also
     excluding required payments of the Revolving Loans) required to be paid by
     the Parent or its Subsidiaries in such Four Fiscal Quarter Computation
     Period plus (iii) any Rabbi Trust Permitted Payments made in such Four
     Fiscal Quarter Computation Period.

          Foreign Pledge Agreements shall mean (i) the German Pledge Agreements,
     (ii) the Pledge Agreement between BEC BV and the Administrative Agent,
     pledging the shares of Baldwin Jimek AB, (iii) the respective Share Pledge
     Agreements, as supplemented and modified by any Undertaking and
     Acknowledgement(s) if applicable, and any other share pledge modifications,
     agreements, undertakings and acknowledgments pledging the shares of BEC BV
     and Baldwin Graphic Equipment B.V. in favor of the Administrative Agent at
     any time entered into (collectively, the "Netherlands Pledge Agreements"),
     and (iv) the Stock Pledge Agreement pledging the shares of Japan-Baldwin
     Ltd. in favor of the Administrative Agent.

          German Revolving Commitment or German Revolving Loan Commitment means,
     with respect to a Permanent Lender at the applicable time, the commitment
     of such Permanent Lender to make German Revolving Loans. The initial amount
     (in Dollars) of the respective German Revolving Commitment of each initial
     Permanent Lender that has made such a commitment is set forth in Annex A
     hereto; and, as of the Fifth Amendment Effective Date, the amount (in
     Dollars) of the respective German Revolving Commitment of each Permanent
     Lender that has made such a commitment is also set forth in Annex A hereto.
     The German Revolving Commitment of each Permanent Lender may be reduced
     pursuant to Section 6. The German Revolving Commitment(s) of the applicable


                                      -6-



     assigning and assignee Permanent Lender shall be adjusted to give effect to
     any assignments of a German Revolving Commitment(s) pursuant to Section
     15.6.1.

          German Revolving Commitments or the German Revolving Loan Commitments
     means, collectively, the aggregate amount, at the applicable time, of all
     German Revolving Commitments of all Permanent Lenders. The initial
     aggregate amount of the German Revolving Commitments shall be $15,000,000
     and, as of the Fifth Amendment Effective Date, the aggregate amount of the
     German Revolving Commitments shall be $5,000,000.

          Loan Documents means this Agreement, the Notes, the Letters of Credit,
     the Master Letter of Credit Agreement, the L/C Applications, the Agent Fee
     Letter, the Collateral Documents, any applicable subordination agreements
     (if any), and all documents, instruments and agreements at any time
     delivered in connection with the foregoing.

          Obligations means all obligations (monetary (including post-petition
     interest, allowed or not) or otherwise) of any Loan Party under this
     Agreement and any other Loan Document including Attorney Costs and any
     reimbursement obligations of each Loan Party in respect of Letters of
     Credit (including those to the Issuing Lender or any other applicable
     Person) and surety bonds, all Hedging Obligations of any Loan Party
     permitted hereunder which are owed to any Lender or its Affiliate or the
     Administrative Agent (whether or not such Lender or the Person acting as
     Administrative Agent subsequently is no longer a party to this Agreement),
     and all Bank Product Obligations, all in each case howsoever created,
     arising or evidenced, whether direct or indirect, absolute or contingent,
     now or hereafter existing, or due or to become due.

          Parent Revolving Commitment or Parent Revolving Loan Commitment means,
     with respect to a Permanent Lender at the applicable time, the commitment
     of such Permanent Lender to make Parent Revolving Loans. The initial amount
     (in Dollars) of the respective Parent Revolving Commitment of each initial
     Permanent Lender that made such a commitment is set forth in Annex A
     hereto; and, as of the Fifth Amendment Effective Date, the amount (in
     Dollars) of the respective Parent Revolving Commitment of each Permanent
     Lender that has made such a commitment is also set forth in Annex A hereto.
     The Parent Revolving Commitment of each Permanent Lender may be reduced
     pursuant to Section 6. The Parent Revolving Commitment(s) of the applicable
     assigning and assignee Permanent Lender shall be adjusted to give effect to
     any assignments of a Parent Revolving Commitment pursuant to Section
     15.6.1.

          Rabbi Trust Existing Contributions means cash contributions made by
     the Parent to the Rabbi Trust prior to the Closing Date and aggregating no
     more than $1,250,000.

          Rabbi Trust Permitted Payments shall mean the following contributions
     to the Rabbi Trust made after the Closing Date: (a) cash contributions made
     prior to


                                      -7-



     January 1, 2009 in compliance with the terms and provisions of this
     Agreement (as it existed at the time of such contributions) and (b) upon
     the occurrence of a Potential Change of Control (as defined in the Rabbi
     Trust Agreement as constituted on November 21, 2006) the Parent shall be
     permitted to make those contributions required to be made (as a result of
     the Potential Change of Control) under the Rabbi Trust Agreement (as
     constituted on November 21, 2006).

          Required Lenders means Permanent Lenders whose Pro Rata Shares are
     equal (in the aggregate) to at least 66 2/3% as determined pursuant to
     clause (d) of the definition of "Pro Rata Share".

          Specified Permitted Redemption means (i) the $1,721,000 of redemptions
     consummated by the Parent prior to February 26, 2008 pursuant to the
     Announced 1999 Stock Repurchase Program (as defined below) and (ii)
     redemptions (if any) by the Parent, on or after February 26, 2008 and prior
     to January 1, 2009, of shares of the Parent's Class A Common Stock in
     compliance with the terms and provisions of this Agreement (as it existed
     at the time of such redemption). The "Announced 1999 Stock Repurchase
     Program" means the stock repurchase program announced by the Parent on
     November 3, 1999 pursuant to which program the Parent was authorized
     (pursuant to prior resolutions adopted by the Parent's Board of Directors)
     to utilize up to $5,000,000 to repurchase its Class A Common Stock.
     Borrowers acknowledge and agree that no Specified Permitted Redemptions are
     permitted to be made after January 1, 2009.

          Total Debt to EBITDA Ratio means, as of the last day of any Fiscal
     Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the
     Four Fiscal Quarter Computation Period ending on such day.

     2.03 AMENDMENT TO SECTION 1.1: AMENDMENT OF INTEREST PERIOD DEFINITION.
Section 1.1 of the Credit Agreement is hereby amended by amending the definition
"Interest Period" as follows:

          The definition of "Interest Period" in Section 1.1 of the Credit
          Agreement is hereby amended by deleting "one, two, three or six months
          thereafter as selected" where it appears therein, and inserting, in
          lieu thereof, "(i) prior to the Fifth Amendment Effective Date, one
          (1), two (2), three (3) or six (6) months thereafter and (ii) on or
          after the Fifth Amendment Effective Date, one (1) month thereafter
          (unless additional periods are otherwise consented to as Interest
          Periods by the Required Lenders in their sole discretion), as selected
          (to the extent available)".

     2.04 AMENDMENT TO SECTION 1.1: AMENDMENT TO DEFINITION OF CHANGE OF
CONTROL. The definition of Change of Control in Section 1.1 of the Credit
Agreement is hereby amended by deleting the phrase "any Change of Control as
defined in the Rabbi Trust Agreement" and inserting in lieu thereof the phrase
"any Change of Control or Potential Change of Control as those terms are
respectively defined in the Rabbi Trust Agreement".


                                      -8-



     2.05 AMENDMENT TO SECTION 1.1: DELETION OF DEFINITIONS. Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition "Computation
Period".

     2.06 AMENDMENT TO SECTION 2.1.2. Section 2.1.2 of the Credit Agreement is
hereby amended by deleting the last sentence thereof and substituting in lieu
thereof the following:

     The Parent Revolving Loans may (i) before the Fifth Amendment Effective
     Date, be borrowed in Dollars or Euros and (ii) on or after the Fifth
     Amendment Effective Date, only be borrowed in Dollars. In addition to (and
     not in impairment of) any other limitation on the borrowing of the Parent
     Revolving Loans contained in this Agreement, the Parent agrees to also
     comply with the limitations set forth in Section 11.14.6(b).

     2.07 AMENDMENT TO SECTION 2.1.3. Section 2.1.3 of the Credit Agreement is
hereby amended as follows:

     (a) by amending and restating clause (ii) of the first sentence thereof to
read in its entirety as follows:

          (ii)(a) after the Initial German Revolving Loan, only the German Opcos
          shall be permitted to borrow German Revolving Loans and (b) on or
          after March 31, 2009, only BGG shall be permitted to borrow German
          Revolving Loans,

and

     (b) by adding the following sentence to the end thereof:

          In addition to (and not in impairment of) any other limitation on the
          borrowing of German Revolving Loans contained in this Agreement, BGG
          agrees to also comply with the limitations set forth in Section
          11.14.6(b).

     2.08 AMENDMENT TO SECTION 2.1.5. Section 2.1.5 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          2.1.5 L/C Commitments. Subject to Section 2.3.1, the Issuing Lender
     agrees to issue letters of credit, in each case containing such terms and
     conditions as are permitted by this Agreement and are reasonably
     satisfactory to the Issuing Lender (each, a "Letter of Credit"), at the
     request of and for the account of the Parent or a German Opco (except that
     on or after the Fifth Amendment Effective Date Oxy-Dry GmbH may not request
     or have issued on its account a Letter of Credit), as the case may be, from
     time to time before the scheduled Termination Date and, as more fully set
     forth in Section 2.3.2, each Permanent Lender with a Parent Revolving
     Commitment agrees to purchase a participation in each Parent Letter of
     Credit (and such obligation to so purchase shall not be impaired by any
     termination of the Parent Revolving Commitments) and each Permanent Lender
     with a German Revolving Commitment agrees to purchase a participation in
     each German Letter of Credit (and such obligation to so purchase shall not
     be impaired by any termination of the German Revolving Commitments);
     provided that, the Issuing Lender shall have no obligation to issue or
     increase any Letter of Credit


                                       -9-



     (and the applicable Borrower shall have no right to request such issuance
     or increase), unless (among other conditions precedent) (i) the aggregate
     Dollar Equivalent (as of the most recent Revaluation Date) of the Parent
     Stated Amounts and the German Stated Amounts shall not exceed $6,000,000,
     (ii) the Dollar Equivalent (as of the most recent Revaluation Date) of all
     Parent Revolving Outstandings shall not exceed the Parent Revolving Loan
     Commitments (in Dollars), (iii) the Dollar Equivalent (as of the most
     recent Revaluation Date) of all German Revolving Outstandings shall not
     exceed the German Revolving Loan Commitments (in Dollars), and (iv) the
     Dollar Equivalent (as of the most recent Revaluation Date) of Revolving
     Outstandings shall not exceed the Revolving Commitments (in Dollars). In
     addition to (and not in impairment of) any other limitations under the
     Agreement with respect to the issuance (or increase) of any Letter of
     Credit, (i) the Borrowers agree to also comply with the applicable
     limitations set forth in Section 11.14.6(b) or (ii) if any Lender (other
     than the Issuing Lender) has failed to make a required Loan hereunder or
     has failed to make any required payment to the Administrative Agent or the
     Issuing Lender or otherwise failed to make a required payment hereunder the
     Issuing Lender shall not be required to issue (or increase) any Letter of
     Credit. The Letters of Credit shall include the Initial Letters of Credit.
     The Initial Letters of Credit (to the extent issued) shall be part of the
     Parent Letters of Credit (and the Master Letter of Credit Agreement
     executed by the Parent shall cover, among other things, the Initial Letters
     of Credit (to the extent issued) as well as any other Parent Letters of
     Credit). The Parent Letters of Credit may only (i) before the Fifth
     Amendment Effective Date, be issued in Dollars or Euros and (ii) on or
     after the Fifth Amendment Effective Date be issued in Dollars. The German
     Letters of Credit may only be issued in Dollars or Euros.

     2.09 AMENDMENT TO SECTION 2.3.1. Section 2.3.1 of the Credit Agreement is
hereby amended by adding to the end thereof the following sentence: "It is
hereby acknowledged and agreed that failure by Parent or any German Opco to
execute a Master Letter of Credit Agreement shall not limit or otherwise impair
the obligations of the Borrowers, any Subsidiary thereof or any other party
under this Agreement or any other Loan Document with respect to any Letter of
Credit."

     2.10 AMENDMENT TO SECTION 5.1. Section 5.1 of the Credit Agreement is
hereby amended by adding the following sentence immediately after the third
sentence of Section 5.1 and immediately before the fourth sentence of Section
5.1:

          (For the avoidance of doubt, Borrowers acknowledge and agree that the
          limitations on borrowings set forth in Section 11.14.6 shall not, and
          shall not be interpreted to, limit the non-use fees payable under this
          Section 5.1.)

     2.11 AMENDMENT TO SECTION 6.2.2. Section 6.2.2 of the Credit Agreement is
hereby amended as follows:

          (a) by adding the following new clauses (iv) and (v) to paragraph (a)
     therein as follows:


                                      -10-



               (iv) Within three (3) Business Days of the receipt by the Parent
                    or any Subsidiary of the Parent of any Technotrans
                    Litigation Net Proceeds, in an amount equal to 100% of such
                    Technotrans Litigation Net Proceeds.

               (v)  On or before October 10, 2010, in an amount equal to fifty
                    percent (50%) of the Excess Cash Flow for the Fiscal Year
                    ending June 30, 2010.

and

          (b) by adding the following to the end of paragraph (b) of such
     Section 6.2.2:

               In addition to, and not in limitation of, any other mandatory
               prepayment provisions set forth in this Agreement, if at any time
               (as of the most recent Revaluation Date) the Dollar Equivalent of
               all Revolving Outstandings at any time in the period from (and
               including) the Fifth Amendment Effective Date to (and including)
               November 16, 2010 exceeds 105% of the Specified Currency
               Prepayment Amount, the Parent shall immediately cause the
               prepayment of the Revolving Loans and Cash Collateralization of
               the outstanding Letters of Credit, or do a combination of the
               foregoing (provided, that if so instructed by the Administrative
               Agent, prepayments shall be made to eliminate the excess before
               any Cash Collateralization), in an amount sufficient to eliminate
               such excess. Nothing contained in this Section 6.2.2(b) shall, or
               shall be interpreted to, impair any limitation contained in this
               Agreement on the borrowing of Revolving Loans or the issuance or
               increase of any Letters of Credit. Notwithstanding anything
               contained in Section 6.2.2(d) to the contrary, the Parent shall
               not have the option provided for in Section 6.2.2(d) with respect
               to a prepayment required under the third sentence of this Section
               6.2.2(b) unless the Administrative Agent in its absolute
               discretion permits the Parent to use such option.

     2.12 AMENDMENT TO SECTION 9.4. Section 9.4 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          9.4 Financial Condition.

          The audited consolidated financial statements of the Parent and its
          Subsidiaries as at (and for the Fiscal Years ended) June 30, 2007 and
          June 30, 2008, and the unaudited consolidated financial statements of
          the Parent and its Subsidiaries as at (and for the nine months ended)
          March 31, 2009, copies of each of which have been delivered to the
          Administrative Agent and each Lender, were prepared in accordance with
          GAAP (subject, in the case of such unaudited statements, to the
          absence of footnotes and to normal year-end adjustments) and present
          fairly, in all material respects, the consolidated financial condition
          of the Parent and its


                                      -11-


          Subsidiaries as at such dates and the results of their operations and
          cash flows for the periods then ended.

     2.13 AMENDMENT TO SECTION 9.5. Section 9.5 of the Credit Agreement is
hereby amended by deleting the date "September 30, 2006" and inserting the date
"March 31, 2009".

     2.14 AMENDMENT TO SECTION 9.26. Section 9.26 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          9.26 Certain Rabbi Trust Payments. To the best knowledge of the
          Parent, as of the Fifth Amendment Effective Date the amount of
          aggregate remaining cash contributions necessary to fully fund the
          projected liabilities under the Plans (as defined in the Rabbi Trust
          Agreement) would not exceed $3,700,000.

     2.15 AMENDMENT TO SECTION 10.1.3. Section 10.1.3 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          10.1.3 Compliance Certificates. Contemporaneously with the furnishing
          of a copy of each annual audit report pursuant to Section 10.1.1 and
          each set of quarterly statements pursuant to Section 10.1.2, an
          accompanying duly completed Compliance Certificate, with appropriate
          insertions and signed by a Senior Officer of the Parent, containing
          (i) a computation of all applicable financial covenants and
          restrictions set forth in Section 11.14 (except for the Currency
          Adjusted Net Sales financial covenant under Section 11.14.4 and the
          minimum liquidity financial covenant under Section 11.14.6, it being
          agreed that Section 10.1.6(a) shall cover the certifications as to the
          calculation of such financial covenants), (ii) a statement that such
          officer has not become aware of any Event of Default or Unmatured
          Event of Default that has occurred and is continuing or, if there is
          any such event, describing it and the steps, if any, being taken to
          cure it, and (iii) a written statement of the Parent's management
          setting forth a discussion of the financial condition, changes in
          financial condition and results of operations of the Parent and its
          Subsidiaries. In addition, to, and not in limitation of, any
          obligations under the immediately preceding sentence, the Compliance
          Certificate delivered in connection with quarterly statements (A) for
          each of the first three Fiscal Quarters of the Fiscal Year ending June
          30, 2010 shall also contain a separate computation of the Capital
          Expenditures for such Fiscal Quarter and for the elapsed portion of
          such Fiscal Year ending with such Fiscal Quarter and (B) for the
          Fiscal Quarter ending September 30, 2010 shall also contain a separate
          computation of EBITDA for such Fiscal Quarter.

     2.16 AMENDMENT TO SECTION 10.1.6. Section 10.1.6 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

     10.1.6 Certain Additional Deliverables.


                                      -12-



          (a) Within 30 days after the end of each month (commencing with the
          month of July of 2009 and ending (in the case of clauses (i) and (ii)
          below) with the month of September of 2010 and ending (in the case of
          clause (iii) below) with the month of November of 2010), a duly
          completed Minimum Liquidity and Currency Adjusted Net Sales
          Certificate, with appropriate insertions and signed by a Senior
          Officer of the Parent (i) attaching (and certifying as to) a report
          (in detail reasonably satisfactory to the Administrative Agent
          including a breakdown of actual consolidated net sales of the Parent
          and its Subsidiaries by currency and comparing such actual net sales
          to "budgeted" net sales and showing (for all sales made on or after
          July 1, 2009) the conversion of net sales in all applicable foreign
          currencies using the Specified Assumed Exchange Rates (and showing for
          sales for June of 2009 the applicable exchange rates referred to in
          the definition of Currency Adjusted Net Sales for such sales) in order
          to obtain the applicable Currency Adjusted Net Sales) of the Currency
          Adjusted Net Sales for such month and for the Currency Adjusted Net
          Sales for the consecutive three (3) month period ending with such
          month, (ii) certifying as to whether or not the applicable Currency
          Adjusted Net Sales financial covenant in Section 11.14.4 for the three
          (3) months ending on such date has been satisfied and (iii) certifying
          (in detail reasonably satisfactory to the Administrative Agent) as to
          whether or not the minimum liquidity financial covenant set forth in
          Section 11.14.6 and any prepayment requirements under the third
          sentence of Section 6.2.2(b) have each been satisfied;

          (b) Within 15 days after the end of each month (commencing with the
          month of July of 2009), a so-called "flash report" (in the same form
          as flash reports delivered to the Administrative Agent and Lenders
          prior to the Fifth Amendment Effective Date with such adjustments
          thereto as may reasonably be required by the Administrative Agent)
          showing the preliminary Currency Adjusted Net Sales figures for such
          month;

          (c) On a bi-weekly basis, rolling updated 13-week cash flow forecasts
          for the Parent and its Subsidiaries and accompanying "forecasting
          accuracy" schedule (such forecasts and schedule to be in the same
          format as the 13-week cash flow forecasts and forecasting accuracy
          schedules delivered to the Administrative Agent and the Lenders prior
          to the Fifth Amendment Effective Date); and

          (d) At the earlier of (i) the making of any mandatory prepayment
          pursuant to Section 6.2.2(a)(v) or (ii) October 10, 2010, a
          certificate (signed by a Senior Officer of the Parent) setting forth
          (in detail reasonably satisfactory to the Administrative Agent) the
          Excess Cash Flow for the Fiscal Year ending June 30, 2010.

     2.17 AMENDMENT TO SECTION 10.1.8. Section 10.1.8 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:


                                      -13-



          10.1.8 Projections. As soon as practicable, and in any event (i) for
               the Fiscal Year commencing July 1, 2010, no later than June 15,
               2010, and (ii) for any Fiscal Year other than the Fiscal Year
               commencing July 1, 2010, no later than the last Business Day of
               the first month of such Fiscal Year, financial projections for
               the Parent and its Subsidiaries for such Fiscal Year (including
               quarterly operating and cash flow budgets) prepared in a manner
               consistent with the projections delivered by the Parent to the
               Lenders prior to the Fifth Amendment Effective Date, or otherwise
               in a manner reasonably satisfactory to the Administrative Agent,
               accompanied by a certificate of a Senior Officer of the Parent on
               behalf of the Parent to the effect that (a) such projections were
               prepared by the Parent in good faith, (b) the Parent believes the
               assumptions contained in such projections are reasonable and (c)
               such projections have been prepared in accordance with such
               assumptions.

     2.18 AMENDMENT TO SECTION 10.2. Section 10.2 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          Keep, and cause each Subsidiary of the Parent to keep, its books and
          records in accordance with sound business practices sufficient to
          allow the preparation of financial statements in accordance with GAAP;
          permit, and cause each Subsidiary of the Parent to permit, any Lender
          or the Administrative Agent or any representative thereof, during
          reasonable business hours and upon reasonable notice (provided that no
          notice need be given during the existence of an Event of Default), to
          inspect the properties and operations of the Parent or any of its
          Subsidiaries and permit, and cause each Subsidiary of the Parent to
          permit, at any reasonable time and with reasonable notice (or at any
          time without notice if an Event of Default exists), any Lender or the
          Administrative Agent or any representative thereof to visit any or all
          of its offices, to discuss its financial matters with its officers and
          its independent auditors (and the Borrowers hereby authorize such
          independent auditors to discuss such financial matters with any Lender
          or the Administrative Agent or any representative thereof), and to
          examine (and, at the expense of the Borrowers, photocopy extracts
          from) any of its books or other records; and permit, and cause each
          Subsidiary of the Parent to permit, the Administrative Agent and its
          representatives during reasonable business hours and upon reasonable
          notice (provided, that no notice need be given during the existence of
          an Event of Default), to inspect the Inventory and other tangible
          assets of the Parent and its Subsidiaries, and to inspect, audit,
          check and make copies of and extracts from the books, records,
          computer data, computer programs, journals, orders, receipts,
          correspondence and other data relating to Inventory, Accounts and
          other assets or the operations of the Parent and its Subsidiaries. All
          such inspections or audits by the Administrative Agent shall be at the
          Parent's expense. If any Event of Default exists or if any Borrower
          requests any modification of the Loan Documents, the Administrative
          Agent (or its


                                      -14-


          legal counsel) may, in addition to any other rights and remedies
          provided for herein, retain an outside financial advisor with respect
          to any matters relating to the Parent or its Subsidiaries (and/or the
          Loan Documents), and the Parent shall pay the reasonable fees (and
          disbursements) of such advisor.

     2.19 AMENDMENT TO SECTION 10.6. Section 10.6 of the Credit Agreement is
hereby amended by adding to the end thereof the following sentence: "In addition
to (and not in impairment of) any other limitations set forth herein, no
Revolving Loans proceeds shall be used to fund any Rabbi Trust Permitted
Payments made after January 1, 2009."

     2.20 AMENDMENT TO SECTION 10.9. Section 10.9 of the Credit Agreement is
hereby amended by adding the following sentence to the end thereof: "Upon
receipt by the applicable Borrower(s) of an affidavit and indemnity agreement in
customary form from an authorized representative of any Lender stating the
circumstances of the loss, theft, destruction or mutilation of any Note (and in
the case of any such mutilation, on surrender and cancellation of such Note) and
providing for customary indemnification resulting from the loss of such Note,
the applicable Borrower(s) will promptly execute and deliver, in substitution
for same, a new Note of like tenor."

     2.21 AMENDMENT TO SECTION 10.10. Section 10.10 of the Credit Agreement is
hereby amended by adding to the end thereof, but before the period, the
following parenthetical phrase: "(the German Borrowers shall also comply with
any provisions in the "German Opco Security Documents" (as defined in the
Guaranty and Collateral Agreement) with respect to deposit accounts)".

     2.22 AMENDMENT TO SECTION 11.1. Section 11.1 of the Credit Agreement is
hereby amended by:

          (a) deleting the amount "$2,500,000" in Section 11.1(b) and inserting
          in lieu thereof the amount $1,000,000".

          (b) amending Section 11.1(d) by inserting the following phrase at the
          end thereof immediately after the phrase "that is also not a Material
          Subsidiary;":

               "provided, further, that in addition to (and not in limitation
               of) any of the other restrictions set forth above or otherwise
               contained in this Agreement (x) any Debt incurred under the
               preceding clauses (ii) or (iii) on or after March 31, 2009 must
               be incurred in the ordinary course of business of the Parent and
               its Subsidiaries and be consistent with the practices of the
               Parent and its Subsidiaries prior to March 31, 2009 and (y)
               Baldwin-Japan, Ltd. shall not be permitted to incur (i.e. become
               liable under) any Debt under this Section 11.1(d) on or after
               March 31, 2009;"

          (c) amending and restating Section 11.1(f) to read in its entirety as
          follows:


                                      -15-


                    (f) Debt consisting of reimbursement obligations with
               respect to bank guaranties issued by one or more Swedish banks in
               the ordinary course of business and securing the performance
               obligations (under contracts entered into in the ordinary course
               of business) of Baldwin Jimek AB; provided, that (i) such
               reimbursement obligations are secured only by the Swedish Letter
               of Credit (as defined in Amendment No. 5) and (ii) the aggregate
               sum of (A) the aggregate outstanding amounts of such bank
               guaranties and (B) the aggregate sum of any outstanding
               reimbursement obligations with respect any amounts drawn on such
               bank guaranties shall not exceed, at any one time outstanding,
               15,000,000 Swedish Krona;

          and

          (d) amending and restating Section 11.1(i) to read in its entirety as
          follows:

                    (i) reimbursement obligations with respect to bank
               guaranties issued by one or more German banks in the ordinary
               course of business and securing the performance obligations
               (under contracts entered into in the ordinary course of business)
               of the German Opcos and, if applicable, any other European
               Foreign Subsidiary (including the Existing German Bank Guaranty
               Obligations as defined in Section 7.03 of Amendment No. 5)
               provided, that (i) such reimbursement obligations are either
               unsecured or secured only by the pledge of cash deposits (held
               with the bank(s) issuing such bank guaranties) in an aggregate
               amount no greater than the then outstanding amount of such bank
               guaranties (limited as provided in clause (ii) below) that such
               pledged cash deposits secure and (ii) the aggregate sum of (A)
               the aggregate outstanding amounts of such bank guaranties and (B)
               the aggregate sum of any outstanding reimbursement obligations
               with respect any amounts drawn on such bank guaranties shall not
               exceed, at any one time outstanding, the Dollar Equivalent of
               $1,000,000;

     2.23 AMENDMENT TO SECTION 11.2. Section 11.2(b) of the Credit Agreement is
hereby amended by adding to the end thereof the following phrase immediately
after the phrase "adequate reserves;": "and the pledges of cash deposits
referred to in subclause (a) of Section 11.1(i) as limited by subclause (b) of
Section 11.1(i);".

     2.24 AMENDMENT TO SECTION 11.4. Section 11.4 of the Credit Agreement is
hereby amended by (a) inserting at the end of clause (iii) thereof immediately
before ", and" the phrase "may be made" and (b) deleting the phrase
"distributions by" in clause (iv) thereof and inserting in lieu thereof the
phrase "distributions may be made by".


                                      -16-


     2.25 AMENDMENT TO SECTION 11.5. Section 11.5 of the Credit Agreement is
hereby amended by (a) amending and restating clause (v) thereof to read in its
entirety as follows: "(v) [Reserved];", (b) deleting the phrase "the sale of" in
clause (vi) thereof and inserting in lieu thereof the phrase "the sale, prior to
March 31, 2009, of" and (c) deleting the phrase "any Acquisition" in clause
(vii) thereof and inserting in lieu thereof the phrase "any Acquisition,
consummated prior to March 31, 2009,". The Borrowers acknowledge and agree that
as a result of the modification of clause (v) of Section 11.5 of the Credit
Agreement set forth above (1) the sale of Oxy-Dry Food Blends, Inc. is not
permitted (unless such sale is hereafter consented to in writing by the Required
Lenders in their absolute discretion) and (2) the parenthetical phrase "(subject
to clause (v) of Section 11.5)" contained in Section 6.2.2(a)(i) of the Credit
Agreement is no longer applicable.

     2.26 AMENDMENT TO SECTION 11.11. Section 11.11 of the Credit Agreement is
hereby amended by:

          (a) Amending Section 11.11(a) by inserting the following phrase at the
          end thereof immediately after the phrase "of this Section 11.11(a);":
          "provided, further, that in addition to (and not in limitation of) any
          of the other restrictions set forth above in this Section 11.11(a) or
          otherwise contained in this Agreement (1) the contributions made under
          the preceding clauses (ii) and (iii) of this Section 11.11(a) on or
          after March 31, 2009 must be incurred in the ordinary course of
          business of the Parent and its Subsidiaries and consistent with the
          practices of the Parent and its Subsidiaries prior to March 31, 2009
          and (2) no capital contributions may be made to Baldwin-Japan, Ltd. on
          or after March 31, 2009;";

     and

          (b) Deleting the phrase "other Investments not consisting of" in
          clause (j) thereof and inserting in lieu thereof the phrase "other
          Investments consummated prior to March 31, 2009 and not consisting
          of".

     2.27 AMENDMENT TO SECTION 11.14. Section 11.14 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          11.14 Financial Covenants.

          11.14.1 EBITDA. Not Permit EBITDA for the following periods to be less
          than the following respective amounts of minimum EBITDA set forth
          below for such period:



                  PERIOD                     MINIMUM EBITDA
- ------------------------------------------   --------------
                                          
The two consecutive Fiscal Quarters ending     $1,100,000
December 31, 2009



                                      -17-




                  PERIOD                     MINIMUM EBITDA
- -------------------------------------------  --------------
                                          

The three consecutive Fiscal Quarters
   ending March 31, 2010                        $2,300,000
The four consecutive Fiscal Quarters ending
   June 30, 2010                                $4,100,000
Each Four Fiscal Quarter Computation Period
   ending on or after September 30, 2010       $12,000,000


          11.14.2 Fixed Charge Coverage Ratio. Not permit the Fixed Charge
          Coverage Ratio for any Four Fiscal Quarter Computation Period,
          commencing with the Four Fiscal Quarter Computation Period ending
          September 30, 2010, to be less than 1.25 to 1.0

          11.14.3 Total Debt to EBITDA Ratio. Not permit the Total Debt to
          EBITDA Ratio as of the last day of any Four Fiscal Quarter Computation
          Period, commencing with the Four Fiscal Quarter Computation Period
          ending September 30, 2010, to exceed 3.00 to 1.0.

          11.14.4 Currency Adjusted Net Sales. Not permit Currency Adjusted Net
          Sales for the following consecutive three-month periods to be less
          than the following respective amounts set forth below for such
          three-month period:



                         Minimum Currency
                        Adjusted Net Sales
  Consecutive Three     for the Applicable
    Months Ending             Period
- ---------------------   ------------------
                     
 July 31, 2009            $35,152,500
 August 31, 2009          $33,100,500
 September 30, 2009       $33,525,500
 October 31, 2009         $38,165,100
 November 30, 2009        $38,687,300
 December 31, 2009        $36,116,300
 January 31, 2010         $33,658,800
 February 28, 2010        $33,890,400
 March 31, 2010           $37,709,300
 April 30, 2010           $40,563,300
 May 31, 2010             $40,080,000
 June 30, 2010            $40,612,800
 July 31, 2010            $37,000,000
 August 31, 2010          $36,300,000
 September 30, 2010       $35,100,000



                                      -18-



          11.14.5 Capital Expenditures. Not permit Capital Expenditures of the
          Parent and its Subsidiaries on a consolidated basis for the Fiscal
          Year ending June 30, 2010 to exceed $1,000,000.

          11.14.6 Minimum Liquidity.

          (a) Not permit the Dollar Equivalent of the consolidated cash and Cash
          Equivalent Investments of the Parent and its Domestic Subsidiaries and
          the European Foreign Subsidiaries of the Parent, in each case
          unrestricted and without any Liens thereon except in favor of the
          Administrative Agent and maintained in a deposit account (or money
          market type account linked to a deposit account), to at any time on or
          after the Fifth Amendment Effective Date to (and including) November
          16, 2010 be less than $300,000; and

          (b) Neither the Parent nor BGG shall, on or after the Fifth Amendment
          Effective Date to (and including) November 16, 2010 (i) make any
          borrowing of a Revolving Loan or request the issuance of or increase
          in any Letter of Credit if immediately after such borrowing, issuance
          or increase, as the case may be, the sum of (i) the Dollar Equivalent
          of all Revolving Outstandings plus (ii) the then applicable Specified
          Availability Amount exceeds $25,000,000. Nothing contained in this
          Section 11.14.6(b) shall, or shall be interpreted to, impair any other
          limitation contained in this Agreement with respect to the borrowing
          of Revolving Loans or the issuance or increase of any Letters of
          Credit.

     2.28 AMENDMENT TO SECTION 11.17. Section 11.17 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

          11.17 PAYMENTS ON THE RABBI TRUST; AMENDMENT TO ELIMINATE INSURANCE
          POLICIES FROM RABBI TRUST. Not, and not permit any Subsidiary to, make
          any payment, contribution or other transfer of monies or other
          properties to the Rabbi Trust other than (i) the Rabbi Trust Existing
          Contributions and (ii) the Rabbi Trust Permitted Payments. The Parent
          shall cause an amendment to the Rabbi Trust Agreement eliminating the
          obligation of the Parent (or any Subsidiary of the Parent) to deliver
          the Insurance Policies (as defined in the Rabbi Trust Agreement prior
          to such amendment) and otherwise removing references to such Policies
          and the obligations with respect thereto to be executed and delivered
          no later than September 30, 2009, such amendment to be in form and
          substance reasonably satisfactory to the Administrative Agent.

     2.29 AMENDMENT TO SECTION 13.1.5. Section 13.1.5 of the Credit Agreement is
hereby amended and restated to  read in its entirety as follows:


                                      -19-


          13.1.5. Non-Compliance with Loan Documents. (a) Failure by any Loan
          Party to comply with or to perform any covenant set forth in Sections
          10.1.5, 10.1.6(d), 10.3(b) (unless such failure with respect to
          Section 10.3(b) is of a non-material nature in which case such failure
          shall be covered by clause (d) below), 10.5 or 10.6 or Section 11; (b)
          failure of any Loan Party to comply with any provisions of the Agent
          Fee Letter (and not constituting an Event of Default under any other
          provision of this Section 13 above) and the continuance of such
          failure described in this clause (b) for 20 days after the earlier to
          occur of (i) any Lender or the Administrative Agent providing notice
          of such failure or (ii) any Senior Officer of the Parent or any of its
          Subsidiaries becoming aware of such failure; (c) failure by any Loan
          Party to comply with or to perform any covenant set forth in Sections
          10.1.1, 10.1.2, 10.1.3, 10.1.4, 10.1.6 (except 10.1.6(d)), 10.1.7,
          10.1.8 10.1.9 or 10.1.10 and continuance of such failure described in
          this clause (c) for 10 Business Days, (except that in the case of a
          failure with respect to Section 10.1.6 covered by this clause (c) the
          period shall be 5 Business Days not 10 Business Days) after the
          earlier to occur of (i) any Lender or the Administrative Agent
          providing notice of such failure or (ii) any Senior Officer or the
          Parent or any of its Material Subsidiaries becoming aware of such
          failure; or (d) failure by any Loan Party to comply with or to perform
          any other provision of this Agreement or any other Loan Document (and
          not constituting an Event of Default under any other provision of this
          Section 13) and continuance of such failure described in this clause
          (d) for 30 days after the earlier to occur of (i) any Lender or the
          Administrative Agent providing notice of such failure or (ii) any
          Senior Officer or the Parent or any of its Material Subsidiaries
          becoming aware of such failure.

     2.30 AMENDMENT TO SECTION 15.5. Section 15.5 of the Credit Agreement is
hereby amended by deleting the phrase "acting it is" in the third sentence
thereof and inserting in lieu thereof the phrase "acting in its".

     2.31 AMENDMENT TO SECTION 15.17. Section 15.17 of the Credit Agreement is
hereby amended by amending and restating clause (E) thereof (which clause (E)
commences with "(E) THE EXECUTION" and ends with "BY ANY OF THE LENDER PARTIES,"
to read in its entirety as follows: "(E) THE EXECUTION OR DELIVERY OF THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR
RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE NON-PERFORMANCE BY ANY CREDIT
PARTY OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER, THE ENFORCEMENT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY LENDER PARTY, THE MAKING OF ANY LOAN
(OR THE USE OR PROPOSED USE OF ANY PROCEEDS OF ANY LOAN), THE ISSUANCE OF ANY
LETTER OF CREDIT (OR THE USE OR PROPOSED USE THEREOF) OR ANY DRAWING (OR
REQUESTED DRAWING) UNDER ANY LETTER OF CREDIT, OR, IN THE CASE OF THE
ADMINISTRATIVE AGENT (AND ANY SUB-AGENT


                                      -20-


THEREOF) AND ITS AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, THE
ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,".

     2.32 AMENDMENT TO SECTION 15.21. Section 15.21(a) of the Credit Agreement
is hereby amended by deleting the phrase "or any of the Lenders" in the first
sentence thereof and inserting in lieu thereof the phrase "or any of the Lenders
(or their respective Affiliates)".

     2.33 AMENDMENT TO ANNEX A. Annex A to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Annex A attached
hereto and hereby made a part hereof.

     2.34 AMENDMENT TO EXHIBIT B. Exhibit B to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit B attached
hereto and hereby made a part hereof.

     2.35 AMENDMENT TO EXHIBIT C. Exhibit C to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit C attached
hereto and hereby made a part hereof.

     2.36 AMENDMENT TO EXHIBIT E. Exhibit E to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit E attached
hereto and hereby made a part hereof.

     2.37 AMENDMENT TO EXHIBIT F. Exhibit F to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit F attached
hereto and hereby made a part hereof.

     2.38 AMENDMENT TO SCHEDULES. The Schedules to the Credit Agreement are
hereby amended by deleting Schedule 11.1 to the Credit Agreement and any
reference to such Schedule 11.1 in the Credit Agreement is hereby deleted in
each instance and any corresponding conforming changes in connection therewith
shall be deemed made.

     2.39 FURTHER AMENDMENTS TO CREDIT AGREEMENT. Reference is hereby made to
Sections 7.03, Section 7.04 and Section 7.05 of this Amendment and the further
modifications of the Credit Agreement (and any other applicable Loan Document)
set forth therein; and it is hereby agreed that such modifications are in full
force and effect.

                                  ARTICLE III
                                CERTAIN WAIVERS

     3.01 WAIVER. The Required Lenders hereby waive the "Specified Events of
Default" (as defined in the Modification and Limited Waiver). The foregoing
waivers in this Section 3.01 are limited solely to such "Specified Events of
Default" and shall not apply to any other Events of Default or Unmatured Events
of Default which may now or hereafter exist. Without limiting the generality of
the immediately preceding sentence, the Borrowers (and other Credit Parties)
hereby acknowledge and agree that the waivers set forth in the first sentence of
this paragraph do not apply to any breach of Sections 11.14.1, 11.14.2 or
11.14.3 of the Credit Agreement other than the breach of Section 11.14.1 for the
Computation Periods (as defined in the Credit


                                      -21-


Agreement prior to the amendments set forth in this Amendment) ending March 31,
2009 and June 30, 2009, the breach of Section 11.14.2 for the Computation Period
ending June 30, 2009, and the breach of Section 11.4.3 as of the last day of the
Computation Periods ending March 31, 2009 and June 30, 2009. Each of the
Borrowers and the other Credit Parties hereby consents to, and acknowledges the
availability of, each and every right and remedy set forth in the Credit
Agreement, the Guaranty and Collateral Agreement and the other Loan Documents
with respect to any Event of Default other than the Events of Default expressly
waived pursuant to the first sentence of this paragraph.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     4.01 CONDITIONS TO EFFECTIVENESS. The effectiveness of the amendments set
forth in Sections 2.01 - 2.38 and the waiver set forth in Section 3.01 hereof
are subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by the Administrative Agent:

          (a) The Administrative Agent shall have received the following
     documents, each in form and substance satisfactory to the Administrative
     Agent and its legal counsel:

               (i) this Amendment duly executed by Borrowers and the other
          Credit Parties and the Lenders constituting at least the Required
          Lenders;

               (ii) the amended and restated Agent Fee Letter; and

               (iii) such other documents as reasonably requested by the
          Administrative Agent;

          (b) All corporate (or other organization) proceedings taken in
     connection with the transactions contemplated by this Amendment and all
     documents, instruments and other legal matters incident thereto shall be
     satisfactory to the Administrative Agent and its legal counsel;

          (c) Borrowers shall have delivered to the Administrative Agent and the
     Lenders a "flash report" reporting the consolidated "Currency Adjusted Net
     Sales" (as defined in the Credit Agreement after giving effect to Amendment
     No. 5) for the month ending June 30, 2009;

          (d) Borrowers shall have paid all costs and expenses (including
     reasonable attorneys' fees and disbursements) and fees of the
     Administrative Agent; and

          (e) Borrowers shall have paid the first installment of the Amendment
     Fee as set forth in Section 5.01.

                                   ARTICLE V
                               CERTAIN COVENANTS


                                      -22-


     5.01 AMENDMENT FEE. In consideration of the Required Lenders entering into
this Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers hereby agree to pay
to each Lender who executes and delivers this Amendment on or before the date
hereof, an amendment fee equal to such Lender's pro-rata share of the product of
(a) the sum of the aggregate Term Loan Exposures of all Lenders on the date
hereof plus the aggregate Revolving Commitments (after giving effect to the
reduction of the Revolving Commitments set forth in this Amendment) of all
Lenders on the date hereof multiplied by (b) 0.75% (i.e., 75 basis points). This
amendment fee shall be fully earned on the date hereof and shall be payable in
four (4) equal installment payments, with the first of such payments due on the
date hereof and the next three payments respectively due three (3), six (6) and
nine (9) months following the date hereof. The phrase "pro-rata share" as used
in the immediately preceding sentence shall mean, with respect to any Lender,
the percentage obtained by dividing (i) such Lender's aggregate Revolving
Commitments (as so reduced) plus such Lender's Term Loan Exposure as of the date
hereof by (ii) the aggregate amount of Revolving Commitments (as so reduced) of
all Lenders plus the Term Loan Exposures of all Lenders as of the date hereof.
Any failure of the Borrowers to pay, when due, any such installments shall
constitute an Event of Default under the Credit Agreement. The term "Amendment
Fee" as used herein shall mean the aggregate amendment fees owed pursuant to
this Section 5.01 to those Lenders who execute and deliver this Amendment.

                                   ARTICLE VI
                                    NO WAIVER

     6.01 NO WAIVER. Other than the waivers set forth in Section 3.01 hereof,
nothing contained in this Amendment shall be construed as a waiver by the
Administrative Agent or the Lenders of any covenant or provision of the Credit
Agreement, the Guaranty and Collateral Agreement, this Amendment, the other Loan
Documents, or of any other contract or instrument among the Borrowers and/or the
other Credit Parties, as the case may be, and the Administrative Agent and/or
the Lenders (and/or their respective Affiliates), as the case may be, and the
failure of the Administrative Agent and/or Lenders (and/or their respective
Affiliates) at any time or times hereafter to require strict performance by the
Borrowers and/or the other Credit Parties of any provision thereof shall not
waive, affect or diminish any right of the Administrative Agent and the Lenders
(or their respective Affiliates) to thereafter demand strict compliance
therewith.

                                  ARTICLE VII
          RATIFICATIONS, REPRESENTATIONS AND WARRANTIES; CONFIRMATIONS

     7.01 RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
Credit Agreement and the other Loan Documents. The terms and provisions of the
Credit Agreement and the other Loan Documents, as amended hereby, are ratified
and confirmed and shall continue in full force and effect. The Borrowers, the
other Credit Parties, the Lenders and the Administrative Agent agree that the
Credit Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding obligations of the parties thereto, enforceable
against such parties in accordance with their respective terms. Without limiting
the generality of the foregoing, the Borrowers and the other Credit Parties
hereby confirm and agree that (a) all Liens under the Collateral Documents (as
amended) remain in full force and effect (as so amended) and (b) the


                                      -23-


guaranty obligations and other obligations of the Borrowers and all other Credit
Parties under the Guaranty and Collateral Agreement (and other applicable
Collateral Documents), as amended, remain in full force and effect (as so
amended) and (as set forth in the Guaranty and Collateral Agreement) shall not
be impaired or otherwise limited by any waiver or modification set forth in this
Amendment (and nothing contained in this Amendment shall, or shall be
interpreted to, create a custom, course of dealing or other agreement or
arrangement by which the consent or confirmation of any Credit Party to any
modification or waiver is required in order to keep any obligations under the
Guaranty and Collateral Agreement (and other applicable Collateral Documents) in
full force and effect, it being agreed that no such consent or confirmation is
necessary or required in order to keep such obligations in full force and
effect). Without limiting the generality of the foregoing (or of Section 1.2(e)
of the Credit Agreement), it is hereby confirmed and agreed that any reference
in the Loan Documents to any Note shall include all amendments, restatements,
supplements and other modifications thereto and any Notes issued under Section
15.6.1 of the Credit Agreement and/or other Notes in substitution or replacement
of any Note(s). Any breach of any representation, warranty or confirmation set
forth in this Amendment by any Borrower or any other Credit Party shall be
deemed to constitute an Event of Default under the Credit Agreement.

     7.02 REPRESENTATIONS AND WARRANTIES. Each of the Borrowers and the other
Credit Parties hereby represents and warrants to the Administrative Agent and
the Lenders that (a) the execution, delivery and performance of this Amendment
and any and all Loan Documents executed and/or delivered in connection herewith
have been authorized by all requisite corporate (or other applicable
organization) action on the part of such Borrower or other Credit Party, as the
case may be, and will not violate the charter, by-laws or other organizational
documents of such Borrower or other Credit Party; (b) the representations and
warranties of such Borrower or other Credit Party, as the case may be, contained
in any Loan Document are true and correct in all respects (or if the applicable
representation or warranty is not qualified by a materiality qualifier, true and
correct in all material respects) on the date hereof and on and as of the date
of execution hereof as though made on and as of each such date (except to the
extent stated to relate to a specific earlier date, in which case such
representations and warranties were true and correct in all respects (or if the
applicable representation or warranty is not qualified by a materiality
qualifier, true and correct in all material respects) as of such earlier date);
(c) after giving effect to the waivers set forth in Section 3.01 hereof, no
Event of Default or Unmatured Event of Default under the Credit Agreement has
occurred and is continuing; (d) no Specified Permitted Redemption Payment and no
Rabbi Trust Permitted Payment, as each of those terms were defined in the Credit
Agreement prior to this Amendment, were made from (and including) January 1,
2009 to (and including) the date hereof; and (e) no Credit Party that is party
to the Guaranty and Collateral Agreement has changed its legal name since
November 21, 2006 except (i) Newco changed its name from Mainsee 430. VV GmbH to
Baldwin Germany Holding GmbH, (ii) Oxy-Dry GmbH changed its name from Oxy-Dry
Maschinen GmbH to Baldwin Oxy-Dry GmbH and (iii) Baldwin Southeast Asia
Corporation changed its name from Oxy-Dry Asia Pacific, Inc.. The Borrowers and
the other Credit Parties acknowledge and agree that the unpaid principal of, and
accrued and unpaid interest under, each of the Loans as of July 31, 2009 is as
set forth below and such sums are justly owed without claim, counterclaim,
cross-complaint, offset, defense or other reduction of any kind against the
Lenders or the Administrative Agent:


                                      -24-


          (a) Parent Revolving Loans borrowed in Dollars: unpaid principal of
     $12,100,000 and accrued and unpaid interest of $25,759.56 is owed by the
     Parent.

          (b) Parent Revolving Loans borrowed in Euros: unpaid principal of
     E0 and accrued and unpaid interest of (euro)0 is owed by the Parent.

          (c) German Revolving Loans borrowed by BGG in Dollars: unpaid
     principal of $0 and accrued and unpaid interest of $0 is owed by BGG.

          (d) German Revolving Loans borrowed by BGG in Euros: unpaid principal
     of (euro)1,000,000 and accrued and unpaid interest of (euro)1,260 is owed
     by BGG.

          (e) German Revolving Loans borrowed by Oxy-Dry GmbH in Dollars: unpaid
     principal of $0 and accrued and unpaid interest of $0 is owed by Oxy-Dry
     GmbH.

          (f) German Revolving Loans borrowed by Oxy-Dry GmbH in Euros: unpaid
     principal of (euro)0 and accrued and unpaid interest of (euro)0 is owed by
     Oxy-Dry GmbH.

          (g) Term Loans: unpaid principal of (euro)7,364,340.98 and accrued and
     unpaid interest of (euro)9,279.07 is owed by Newco.

          (h) Parent Letters of Credit issued in Dollars: the portion of the
     Parent Stated Amount with respect to such Letters of Credit is $382,916.00.

          (i) Parent Letters of Credit issued in Swedish Krona: the portion of
     the Parent Stated Amount with respect to such Letters of Credit is
     5,000,000 Swedish Krona.

          (j) Parent Letters of Credit issued in Euros: the portion of the
     Parent Stated Amount with respect to such Letters of Credit is (euro)0.

     As of the date hereof, (i) Bank of America, N.A., in its capacity as a
Lender, owns fifty percent (50%) of the outstanding Term Loans and outstanding
Revolving Loans, (ii) RBS Citizens N.A. as Lender owns thirty percent (30%) of
the outstanding Term Loans and outstanding Revolving Loans and (iii) Webster
Bank, National Association as Lender owns twenty percent (20%) of the
outstanding Term Loans and Revolving Loans.

     7.03 CONFIRMATIONS (GERMAN MASTER CREDIT CONTRACT). Reference is made to
Amendment No. 2 and to the Amendment No. 1 to Guaranty and Collateral Agreement.
Borrowers hereby confirm, represent and warrant that the Master Credit Contract
referred to in Amendment No. 2 and the Amendment No. 1 to Guaranty and
Collateral Agreement has been terminated and that all obligations of any
Borrower thereunder to the "German Bank" (as defined in Amendment No. 2) have
been paid and satisfied in full other than with respect to guaranty obligations
of Borrowers' customer contracts in an amount not to exceed $630,000 in the
aggregate as of June 30, 2009 (the "Existing German Bank Guaranty Obligations")
which such Existing German Bank Guaranty Obligations have been cash
collateralized (by the pledge of cash deposits) in an amount equal thereto.
Borrowers further confirm, agree and covenant that the Existing German Bank
Guaranty Obligations outstanding from time to time shall "count" towards the
$1,000,000 limitation set forth in Section 11.1(i) of the Credit Agreement, as


                                      -25-


amended. As set forth in Amendment No. 2, the Existing German Bank Guaranty
Obligations shall (as shall any other bank guaranties permitted under Section
11.1(i) of the Credit Agreement, as amended) be deemed part of Debt (and Total
Debt). This Section 7.03 and Section 11.1(i) of the Credit Agreement, as
amended, supersede any inconsistent provision in Amendment No. 1 to Guaranty and
Collateral Agreement with respect to the Existing German Bank Guaranty
Obligations. Borrowers further understand and agree that the only Debt permitted
under Section 11.1(i) of the Credit Agreement (and by this Section 7.03) are the
bank guaranties described therein and that no Borrower (including any German
Borrower) may enter into any other master credit contract for any other purpose
without the consent of the Required Lenders (which consent may be granted in
their sole discretion).

     7.04 CONFIRMATIONS (SWEDISH LETTER OF CREDIT). Reference is made to the
Modification and Limited Waiver. It is hereby confirmed that the Parent had
previously requested, and the Issuing Lender has issued, a Parent Letter of
Credit in the amount of 5,000,000 Swedish Krona (LaSalle Bank National
Association letter of credit #S605274 and Bank of America, N.A. letter of credit
#68030846) (as same may be renewed, extended or otherwise modified from time to
time, the "Swedish Letter of Credit" which term shall also include any letter(s)
of credit (if any) issued (in Swedish Krona) by the Issuing Lender in
substitution or replacement thereof or of any such substitute or replacement
letter(s) of credit). It is acknowledged and agreed that the Swedish Letter of
Credit is one of the Parent Letters of Credit and that the terms and provisions
of the Credit Agreement as amended, restated, supplemented or otherwise modified
from time to time (including without limitation Sections 2.1.5 and 2.3 of the
Credit Agreement) and the other Loan Documents shall apply to the Swedish Letter
of Credit. The term "Euros" as used in the Credit Agreement (and any other
applicable Loan Document), as amended, restated, supplemented or otherwise
modified from time to time, shall be deemed to mean "Swedish Krona" in
connection with the Swedish Letter of Credit. Without limiting the generality of
the immediately preceding sentence, the Dollar Equivalent of the Stated Amount
of the Swedish Letter of Credit shall be the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the Issuing Lender, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with Swedish
Krona.

     7.05 CONFIRMATIONS (NETHERLANDS PLEDGE AGREEMENTS). Reference is hereby
made to Amendment No. 1 to Guaranty and Collateral Agreement the terms and
provisions of which are hereby confirmed in all respects. Without limiting the
generality of the immediately preceding sentence, it is hereby confirmed and
agreed that if any Netherlands Pledge Agreement provides for a lien priority (as
it relates to securing the applicable secured obligations thereunder) that
would, if not for this Section 7.05 (or Section 5.03 of Amendment No. 1 to
Guaranty and Collateral Agreement), result in an application of the proceeds of
the collateral or security under such Netherlands Pledge Agreements that would
be different than the order of priority set forth in Section 6.6 of the Guaranty
and Collateral Agreement (as amended), then the parties shall take such actions
(including the applicable Lender(s) purchasing participation interests) so that
such order of priority under such Section 6.6 of the Guaranty and Collateral
Agreement is, in effect, preserved.


                                      -26-



                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

     8.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in the Credit Agreement or the Guaranty and Collateral Agreement
or any other Loan Documents or under or in connection with this Amendment,
including, without limitation, any document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the
other Loan Documents.

     8.02 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

     8.03 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall inure
to the benefit of the Administrative Agent, the Lenders, the Borrowers and the
other Credit Parties and their respective successors and assigns, except that no
Borrower or Credit Party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent. It is
acknowledged and agreed that Bank of America, N.A., has, as successor by merger
to LaSalle Bank National Association, succeeded to all of the respective rights
and duties of LaSalle Bank National Association as a Lender (including without
limitation as the Issuing Lender), and the Administrative Agent under the Loan
Documents.

     8.04 CERTAIN COSTS AND EXPENSES. Without in any way limiting the generality
of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and
agrees that it shall (i) promptly pay the reasonable fees and disbursements of
all legal counsel retained by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment or any future
waiver or modification (or proposed modification or waiver whether or not
consummated), if any, of any Loan Document(s) (provided that Borrower shall not
have to pay the allocable costs of internal legal services of the Administrative
Agent in connection with the preparation, negotiation, execution and delivery of
this Amendment provided it is understood and agreed that this parenthetical
phrase shall not, and shall not be interpreted to, limit the right of the
Administrative Agent or any Lender to receive the allocable costs of internal
legal services with respect to agreements or matters other than the preparation,
negotiation, execution and delivery of this Amendment) and (ii) pay all fees of
Capstone (as defined in the Modification and Limited Waiver) required to be paid
in the Modification and Limited Waiver. The Borrowers and other Credit Parties
hereby agree that all findings and conclusions and other work product of
Capstone shall be protected by the attorney-client privilege and shall not be
subject to review or discovery by the Borrowers or any other Credit Party.

     8.05 COUNTERPARTS. This Amendment may be executed and delivered by
facsimile, portable document format (".pdf"), Tagged Image File Format (".TIFF")
or other electronic means of delivery and in one or more counterparts, each of
which when so executed shall be deemed to be an original, but all of which when
taken together shall constitute one and the same instrument.


                                      -27-



     8.06 PRELIMINARY STATEMENTS. The Preliminary Statements set forth in this
Amendment are accurate and shall form a substantive part of the agreement of the
parties hereto.

     8.07 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     8.08 RELATIONSHIP. The relationship between the Borrowers and other Credit
Parties on the one hand and the Lenders and the Administrative Agent on the
other hand shall be solely that of borrowers and guarantors, on the one hand,
and lender on the other. Neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to any Borrower or other Credit Party
arising out of or in connection with this Amendment or any of the other Loan
Documents, and the relationship between the Borrowers and other Credit Parties,
on the one hand, and the Administrative Agent and the Lenders, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor.
The Borrowers and other Credit Parties acknowledge that they have been advised
by counsel in the negotiation, execution and delivery of this Amendment and the
other Loan Documents. No joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
or by the other Loan Documents among the Lenders or among the Borrowers (and
other Credit Parties) and the Lenders.

     8.09 TIME IS OF THE ESSENCE. The parties hereto (i) have agreed
specifically with regard to the times for performance set forth herein and in
the other Loan Documents and (ii) acknowledge and agree such times are material
to this Amendment and the other Loan Documents. Therefore, time is of the
essence with respect to this Agreement and the other Loan Documents.

     8.10 JURY TRIAL; INDEMNIFICATION. Without limiting the generality of
Sections 15.17, 15.18, 15.19 and 15.20 of the Credit Agreement, it is hereby
agreed that the terms and provisions of such Sections shall apply to this
Amendment and any transaction or matter contemplated by, in connection with or
arising out of this Amendment.

     8.11 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED
PURSUANT HERETO (EXCEPT AS EXPRESSLY SET FORTH IN ANY SUCH AGREEMENT) SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

     8.12 FINAL AGREEMENT. THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND THE
OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND THEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.
THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND THE OTHER LOAN DOCUMENTS MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, THE BORROWERS AND
THE OTHER CREDIT


                                      -28-



PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER ANY LENDER NOR THE ADMINISTRATIVE
AGENT HAS MADE ANY PROMISES OR ASSURANCES WITH RESPECT TO, AND THE BORROWERS AND
OTHER CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT THERE IS NO ORAL AGREEMENT WITH
RESPECT TO, ANY FUTURE AMENDMENT, WAIVER OR OTHER MODIFICATION OF THE LOAN
DOCUMENTS OR ANY RESTRUCTURING OR WORKOUT THEREOF OR WITH RESPECT THERETO. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE BORROWERS
AND THE REQUIRED LENDERS AND (WITH RESPECT TO MATTERS AFFECTING THE
ADMINISTRATIVE AGENT) THE ADMINISTRATIVE AGENT AND (WITH RESPECT TO MATTERS
AFFECTING THE ISSUING LENDER) THE ISSUING LENDER.

     8.13 RELEASE. EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES HEREBY
ACKNOWLEDGES THAT, AS OF THE DATE HEREOF, IT HAS NO DEFENSE, COUNTERCLAIM,
OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT
CAN BE ASSERTED (A) TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS APPLICABLE
LIABILITIES UNDER ANY LOAN DOCUMENT, ANY BANK PRODUCT AGREEMENT OR ANY HEDGING
AGREEMENT WITH ANY LENDER, THE ADMINISTRATIVE AGENT OR ANY OF THEIR RESPECTIVE
AFFILIATES AND/OR (B) TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR
NATURE FROM THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS (OR ANY OF THEIR
RESPECTIVE AFFILIATES). EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES
HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE
ADMINISTRATIVE AGENT AND LENDERS, THEIR PREDECESSORS, AGENTS, AFFILIATES,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR
UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH BORROWER OR OTHER
CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVE AGENT,
LENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY,
AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT,
VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING OUT OF OR OTHERWISE
IN ANY WAY RELATING IN ANY WAY TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT,
HEDGING AGREEMENT, BANK PRODUCT AGREEMENT, THE OBLIGATIONS, ANY OTHER
TRANSACTION CONTEMPLATED BY ANY OF THE FOREGOING DOCUMENTS, OR ANY ACTION OR
OMISSION OF THE ADMINISTRATIVE AGENT OR ANY LENDER UNDER OR OTHERWISE IN ANY WAY
RELATING TO ANY OF THE FOREGOING DOCUMENTS. THE BORROWERS AND OTHER CREDIT
PARTIES EXPRESSLY WAIVE ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE
EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING
PARTY(IES) DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY'S FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH, IF KNOWN


                                      -29-



BY SUCH PARTY, MUST OR MIGHT HAVE MATERIALLY AFFECTED SUCH PARTY'S SETTLEMENT
WITH THE RELEASED PARTIES. NOTHING CONTAINED IN THIS PARAGRAPH SHALL, OR SHALL
BE INTERPRETED TO, IMPAIR ANY RIGHTS OF ANY BORROWER (OR OTHER CREDIT PARTY)
WITH RESPECT TO ANY DEPOSIT OR OTHER BANK ACCOUNTS OF SUCH BORROWER OR OTHER
CREDIT PARTY (OR ANY OF THEIR RESPECTIVE SUBSIDIARIES) WITH ANY LENDER OR THE
ADMINISTRATIVE AGENT.

                  [Remainder of Page Intentionally Left Blank]


                                      -30-



     IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as of the date first written above.

                                        BALDWIN TECHNOLOGY COMPANY, INC.


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: President and
                                        Chief Executive Officer


                                        BALDWIN GERMANY HOLDING GMBH


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: Managing Director


                                        BALDWIN GERMANY GMBH


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: Managing Director


                                        BALDWIN OXY-DRY GMBH
                                        (formerly known as OXY-DRY MASCHINEN
                                        GMBH)


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: Managing Director

       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        BALDWIN GRAPHIC SYSTEMS, INC.


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: Vice President and Treasurer


                                        OXY-DRY FOOD BLENDS, INC.


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: Vice President and Treasurer


                                        OXY-DRY U.K., INC.


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: Vice President


                                        BALDWIN SOUTHEAST ASIA CORPORATION
                                        (formerly known as Oxy-Dry Asia Pacific,
                                        Inc.)


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: Vice President


                                        BALDWIN AMERICAS CORPORATION


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: President


                                        BALDWIN ASIA PACIFIC CORPORATION


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: President

       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        MTC TRADING COMPANY


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: President


                                        OXY-DRY CORPORATION


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: Vice President and Treasurer


                                        BALDWIN EUROPE CONSOLIDATED INC.


                                        By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                        Name: Karl S. Puehringer
                                        Title: President


       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        BALDWIN ROCKFORD CORPORATION


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name: John P. Jordan
                                        Title: President and CEO


                                        BALDWIN EUROPE CONSOLIDATED B.V.

                                        By: Baldwin Graphic Equipment BV


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name(s): John P. Jordan
                                        Title: Managing Director


                                        By: /s/ Jacobus Willems
                                            ------------------------------------
                                        Name(s): Jacobus Willems
                                        Title: Managing Director


                                        BALDWIN GRAPHIC EQUIPMENT B.V.


                                        By: /s/ John P. Jordan
                                            ------------------------------------
                                        Name(s): John P. Jordan
                                        Title: Managing Director


                                        By: /s/ Jacobus Willems
                                            ------------------------------------
                                        Name(s): Jacobus Willems
                                        Title: Managing Director

       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent


                                        By: /s/ Roberto Salazar
                                            ------------------------------------
                                        Name: Roberto Salazar
                                        Title: Assistant Vice President


                                        BANK OF AMERICA, N.A., as Lender


                                        By: /s/ Anthony D. Healey
                                            ------------------------------------
                                        Name: Anthony D. Healey
                                        Title: Senior Vice President

       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        WEBSTER BANK, NATIONAL ASSOCIATION,
                                        as Lender


                                        By: /s/ E.B. Shelley
                                            ------------------------------------
                                        Name: E.B. Shelley
                                        Title: Senior Vice President

       [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO 5. TO CREDIT AGREEMENT]



                                        RBS CITIZENS N.A., as Lender


                                        By: /s/ Gary Burdick
                                            ------------------------------------
                                        Name: Gary Burdick
                                        Title: Senior Vice President

EX-10.34

                                                                   EXHIBIT 10.34

              MANAGING DIRECTOR/VICE PRESIDENT OPERATIONS CONTRACT

between

Baldwin Germany GmbH
(hereinafter referred to as the "Company" or "BGG")

and

Dr. Steffen Weisser
(hereinafter referred to as "Managing Director" or "Vice President Operations")

PREAMBLE

This Employment Agreement sets forth the terms of your employment as the
Managing Director ("Vorsitzender der Geschaftsfuehrung") of Baldwin Germany GmbH
in Friedberg, Germany and Vice President Operations of the Baldwin Group
effective July 1, 2009 and it supersedes your current employment agreement
signed and dated on June 28, 2007.

1. DUTIES AS MANAGING DIRECTOR/VICE PRESIDENT OPERATIONS

The Managing Director/Vice President Operations will report directly to the
President and CEO of Baldwin Technology Company, Inc. ("BTI") and shall be
responsible for the operational leadership with direct reporting of the
following areas: all Product Units including the areas of Engineering, R&D,
Documentation, Testing and Assembly, as well as the indirect functions including
Finance & Accounting, Human Resources, Legal, and IT of the Baldwin Group's
operations in Germany, China, Sweden, India, and Americas. The Managing
Director/Vice President Operations shall represent the Company in compliance
with the law, this Contract of Employment, and the directions of BTI, of which
BGG is a wholly owned subsidiary. The Managing Director/Vice President
Operations shall also be a member of the Baldwin Leadership Team (BLT), which
consists of seven members including the President & CEO and CFO of BTI.

Periodically from time to time, the Company or Baldwin Group may change the
duties and responsibilities of the Managing Director/Vice President Operations
or the location of the Company's or Baldwin Group's operations by adding to them
or subtracting from them.

In the course of his activities, the Managing Director/Vice President Operations
shall look after the Company's operational, commercial, financial and
organizational interests in the best possible manner. He shall fulfill his
duties with the due diligence of a prudent businessman and shall be responsible
for the compliance with the existing statutory obligations. The Managing
Director/Vice President Operations shall represent the Company in and out of
court together with a Co-Managing Director or an Authorized Signatory
(Prokurist). Internally, he shall be solely in charge of, and solely responsible
for all operations as identified herein.



The Managing Director/Vice President Operations shall exercise the Company's
rights and fulfill the Company's obligations in accordance with the provisions
of all employment and social welfare law.

The Managing Director/Vice President Operations shall be bound by the
instructions of the Company and BTI. Any acts going beyond the Company's usual
operations and limits of the Delegation of Authority require prior consent from
the President & CEO of BTI.

Although the duties of the Managing Director/Vice President Operations hereunder
shall require him to travel to other Company and Subsidiary locations, the
Managing Director/Vice President Operations' primary location of work shall be
in Friedberg, Germany. At the Company's or Baldwin Group's request, the Managing
Director/Vice President Operations' location of work may be changed.

The Managing Director/Vice President Operations shall make his entire working
capability and all his knowledge and experience available to the Company and to
the entire Baldwin Group.

The Managing Director/Vice President Operations shall not be bound by particular
working hours. He shall be required to be available for providing services
whenever and insofar as this is required for the well-being of the Company and
the Baldwin Group.

2. TERM OF CONTRACT

This Employment Agreement shall be effective July 1, 2009 and will remain valid
until terminated by the Company or the Managing Director/Vice President
Operations in writing with six (6) months notice as of the end of any month. The
Company shall have the right to remove the Managing Director/Vice President
Operations from his position during the notice period or part of the notice
period. Such removal shall not impact the Managing Director/Vice President
Operations' employment benefits under this agreement.

At latest, this Contract shall expire at the end of the month in which the
Managing Director/Vice President Operations reaches the age of 65, without an
express termination being necessary.

This Contract may be terminated by the Company for cause at any time without
notice. A cause for such termination shall exist, if the Managing Director/Vice
President Operations violates the non-competition clause or if the Managing
Director/Vice President Operations acts disloyally and detrimentally in relation
to the Company and/or Baldwin Group.

In the case the Managing Director/Vice President Operations' Contract is
terminated by the Company without cause prior to age 65, the Company will pay
the Managing Director/Vice President Operations severance pay in an amount equal
to the last monthly



base salary at the time of termination for a period of six (6) months following
the expiration of the notice period.

3. SALARY AND MICP

The Managing Director/Vice President Operations shall be paid a base monthly
salary amounting to Euro 190,000 per annum payable in monthly installments on
the last day of each month.

Said salary will include the pay for any and all overtime hours, claims for any
pay for overtime hours, work on Sundays or public holidays and any other
additional work shall not be permitted under this agreement.

Effective January 1, 2010 the base salary will be increased to Euro 200,000 per
annum. Beginning on January 1, 2011, the President & CEO of BTI shall review the
Managing Director/Vice President Operations' performance and attainment of
mutually agreed-upon objectives, each succeeding year consistent with the
effective date of January 1st. The Managing Director/Vice President Operations'
base salary for the ensuing twelve (12) month period may be increased, subject
to the approval of the Compensation Committee of the Board of Directors and the
Board of Directors of BTI, in accordance with the level of performance of the
Managing Director/Vice President Operations as well as the market and business
conditions of the Baldwin Group.

The Managing Director/Vice President Operations shall be eligible to participate
in the BTI Management Incentive Compensation Plan (MICP) at a level of 50% of
his annual base salary to be calculated in accordance with paragraph 3 and shall
be defined in accordance with the MICP. The Managing Director shall receive a
detailed key to the MICP and bonus computation under separate cover.

The payment of any actual bonus shall not form the basis of any legal claim
against the Company as regards to the ground and amount, even if such payment is
made repeatedly or without the express reservation of it being non-compulsory.

4. EQUITY COMPENSATION

The position of Managing Director/Vice President Operations is considered at a
level that is eligible for future consideration for participation in the BTI's
2005 Equity Compensation Plan. The Compensation Committee of the Board of
Directors of BTI administers this plan, and recommendations for equity awards to
the full Board of Directors under the plan are usually considered at the time of
the Board's August and November meetings.

5. OUT-OF POCKET EXPENSES, COMPANY CAR

Subject to the approval of the President & CEO of BTI, the Managing
Director/Vice President Operations shall be reimbursed adequate out-of-pocket
expenses to the extent they are in accordance with Company policy, are
recognized for tax purposes, and are proven to have actually been incurred.



For the duration of the Managing Director/Vice President Operations' employment,
the Company shall provide the Managing Director/Vice President Operations with a
leased company car (Audi A6 or BMW 5 Series) with a net purchase value of up to
Euro 60,000 for his professional and private use. The income tax on the benefits
in money's worth resulting from the private use of the car shall be borne by the
Managing Director/Vice President Operations. In addition, the company's Company
Car Regulations, as amended, shall apply.

In the case of any dismissal or end of the Managing Director/Vice President
Operations' activities - regardless of the cause - the Managing Director/Vice
President Operations shall retain the right to use the company car provided to
him during the six (6) month notice period only. At the expiration of the notice
period the Managing Director/Vice President Operations must return the car
immediately on the Company's request; a right of retention shall not exist
beyond any imposed notice period.

6. PENSION INSURANCE

The Company shall assume the cost of up to Euro 500 per month related to an
existing private pension insurance. Any cost beyond Euro 500 per month and any
income tax resulting from such reimbursement shall be the responsibility of the
Managing Director/Vice President Operations.

7. HOLIDAY

The Managing Director/Vice President Operations may claim a paid holiday of six
(6) weeks (30 working days) per business year. The time of the holiday shall be
chosen and, if required, coordinated so that the Company's and the Baldwin
Group's needs are taken into account in every way.

8. DUTY TO BE LOYAL, COMPANY SECRETS

The Managing Director/Vice President Operations agrees no to disclose to any
third person or parties any and all business, operational or technical
information, processes, trade secrets, or proprietary information which are
entrusted to him or otherwise come to his knowledge and which concern the
Company or Baldwin Group and are of internal and confidential nature. The
obligation set forth above, shall continue to exist and survive the termination
of the employment relationship.

Business and Company and Baldwin Group documents of all kinds, including
personal records concerning work-related matters, may be used for business
purposes only. Such documents shall be kept in a diligent manner and handed over
on the request at any time, but at the latest upon termination of the employment
relationship.

9. SIDELINE ACTIVITIES, NON-COMPLIANCE CLAUSE

During the Managing Director/Vice President Operations' employment hereunder he
shall devote his best and full-time efforts to the business and affairs of the
Company and the Baldwin Group. During the duration of the Managing Director/Vice
President Operations' employment with the Company, he shall not commence any
employment with, or participate in, the business affairs of, any other person,
corporation, or entity,



whether paid or unpaid, except at the direction of or with the written approval
of the President & CEO of BTI and the Board of Directors of BTI. The same shall
apply to any taking-over of seats in supervisory boards and of honorary posts,
particularly in associations and leagues.

Upon termination of the employment relationship, the Company will require that
during the period of notice and if terminated by the Company, for an additional
period of six (6) months following the expirations of the period of notice, the
Managing Director/Vice President Operations shall not in any geographical
location in which there is at that time business conducted by the Company or its
Affiliates at the date of such termination, directly or indirectly, own, manage,
operate, control, be employed by, participate in, or be connected in any manner
with the ownership, management, operation, control of any business that is
competitive with such business conducted by the Company or its Affiliates
without the written consent of the Company or the Baldwin Group.

As consideration for his obligation under paragraph 10 (2) - non-competition -
clause for an additional period of six (6) months, the Managing Director/Vice
President Operations shall receive per month 50% of his average, total salary
that was paid to him during the last 12 months before the end of the period of
notice.

Any severance payment that is made under paragraph 2 (4) is to be deducted from
the foregoing consideration.

The Company and its Affiliates' area of activity comprises the production and
distribution of additional sets or components for the printing press industry.
Primarily, these are cleaning system, refrigeration and circulation systems, web
control and safety equipment, spray dampening equipment, dryers and consumables
such as washing tissues and detergents for cylinder cleaning, fountain
solutions, glue, and other related consumables, services such as installation
and commissioning, after sales service, and spare parts.

This prohibition of competition comprises all forms of activity, whether as an
employee or self-employed person, direct or indirect, also on third parties
account or occasional, in the form of participation, sub-participations, silent
partnerships, consultancies or favors; this shall also apply to the foundation
of such a competing enterprise or the acquisition of shares of it.

For each violation of the non-competition clause, the Managing Director/Vice
President Operations shall be obliged to pay the Company a contractual penalty
of the amount of three monthly salaries. In the case of any permanent violation
of the non-competition clause, the activities during one month shall be
considered as an independent violation within the meaning of this clause. Any
claims for damages shall remain unaffected.

10. INVENTIONS/INTELLECTUAL PROPERTY RIGHTS

So long as the Managing Director/Vice President Operations shall be employed by
the Company, he will agree promptly to make known the existence to the Company
of any



and all creations, inventions, discoveries and improvements made or conceived by
him, either solely or jointly with other, during the period of his employment
under this Agreement, to assign to the Company the full exclusive rights to any
and all subject matter with which the Company is now or shall become concerned,
or relating to any other subject matter if made with the use of the Company's
time, materials or facilities. To the fullest extent permitted by law, any
foregoing inventions shall be considered "work-made-for-hire" and the Company
shall be the owner thereof. The Managing Director/Vice President Operations
further agrees, without charge to the Company, to execute, acknowledge and
deliver all papers, including applications or assignment of patents, trademarks
or copyrights for such creations, inventions, discoveries, and improvements in
any and all countries and to vest title thereto in the Company in all
inventions, creations, discoveries, and improvements as indicated above and
conceived during his employment with the Company.

11. LEGAL BASES, PLACE OF JURISDICTION

German law shall apply to this Managing Director/Vice President Operations'
Contract. The place of jurisdiction shall be the Company's place of business.

12. FINAL PROVISIONS

Any changes and additions to this Contract must be in writing and signed by both
parties.

Should individual provisions of this Contract be or become legally ineffective
in full or in part, the validity of the remaining contractual provisions shall
remain unaffected. In such case, the ineffective provision shall be replaced by
a legally effective provision which comes as close as possible to the
recognizable commercial purpose as is permitted by law. This shall apply
accordingly is during the performance of this Contract gaps which need to be
filled become obvious.


By: /s/ Karl S. Puehringer
    ---------------------------------
    Karl S. Puehringer
    Managing Director Baldwin Germany
    GmbH

Date: _______________________


AGREED TO AND ACCEPTED:


/s/ Steffen Weisser
- -------------------------------------
Dr. Steffen Weisser

Date: 18.9.09

EX-10.35

                                                                   EXHIBIT 10.35


Baldwin Jimek AB

                                  Testvagen 16
                             S-232 37 Arlov, Sweden
                           Organization # 556263-4724
                              Tel: 46 40 43 98 00
                              Fax: 46 40 43 98 10

Peter Hultberg
Hippodromvagen 12
Loddekopinge 24650
Sweden

Dear Mr. Hultberg:

This Agreement sets forth the terms of your employment as Managing Director of
Baldwin Jimek AB (the "Company") and Vice President Marketing, Sales and Service
of the Baldwin Group and it supersedes your current employment agreement dated
March 3, 2006 and is effective July 1, 2009.

     1. DUTIES. You shall be employed as the Managing Director/Vice President
Marketing, Sales & Service and you shall direct and manage the overall affairs
and property of Baldwin Jimek AB and the overall global marketing, sales,
customer service, and technical service affairs and property of the Baldwin
Group subject to the direction of the President and CEO of Baldwin Technology
Co., Inc. ("BTI"). You shall also be a member of the Baldwin Leadership Team
(BLT).

Periodically from time to time, the Company or Baldwin Group may change your
duties and responsibilities by adding to them or subtracting from them.

     2. COMPENSATION. The following will outline your compensation for your
services as Managing Director of the Company and Vice President Global
Marketing, Sales and Service of the Baldwin Group:

          A. Salary. You shall be paid a base monthly salary of one hundred ten
thousand five hundred eight SEK (SEK 110,508), payable at the end of each month
to conform to the regular payroll dates of the Company (i.e. the 25th day of the
month or last bank day prior to the 25th day, should the 25th day fall on a
non-work day).

          B. Reviews and Adjustments. Effective January 1, 2010 your monthly
base salary will be increased to one hundred twenty-five thousand SEK (SEK
125,000). Beginning January 1, 2011, the President & CEO of BTI shall review
your performance and attainment of mutually agreed-upon objectives each
succeeding year consistent with the effective date of January 1st. Your base
salary for the ensuing twelve (12) month period may be increased, subject to the
approval of the Compensation Committee of the Board of Directors and the Board
of Directors of BTI, in accordance with your level of performance as well as the
market and business conditions of the Baldwin Group.

You agree to waive condition #3 pertaining to the agreement signed on May 25,
2009 regarding the voluntary salary reduction.




          C. Incentive Compensation. You will be eligible to participate in the
BTI Management Incentive Compensation Plan (MICP) at a level of 50% of your base
compensation. Terms and payments of the incentive compensation will be in
accordance with MICP and will be provided to you under separate cover.

          D. Equity Compensation. The position of Managing Director/Vice
President Marketing, Sales & Service is considered at a level that is eligible
for future consideration for participation in the BTI 2005 Equity Compensation
Plan. The Compensation Committee of the Board of Directors of BTI administers
the Plan, and recommendations for equity awards to the full Board of Directors
under the Plan are usually considered at the time of the Board's August and
November meetings.

          E. Retirement Pension Benefit. You will be entitled to a pension based
on local rules and regulations of the ITP & ITPK pension schemes. In addition to
the social requirement of contributing to ITP & ITPK pension schemes, you are
also entitled to a Supplemental Retirement Contribution of 15% to a pension
scheme of your choice. The basis for the pension contributions to your ITP,
ITPK, and the Supplemental Retirement Contribution is your base salary. The
normal age for pension is 65 years old, but can be agreed in writing to be
earlier.

     3. EXTENT OF SERVICES. During your employment hereunder you shall devote
your best and full-time efforts to the business and affairs of the Company and
the Baldwin Group. During the duration of your employment hereunder, you shall
not undertake employment with, or participate in, the conduct of the business
affairs of, any other person, corporation, or entity, except at the direction or
with the written approval of the President & CEO and the Board of Directors of
BTI.

     4. VACATION; OTHER BENEFITS.

          A. Vacation. You shall be entitled to a yearly vacation with pay of
thirty (30) days. The scheduling of vacation shall be coordinated so that the
Company's and the Baldwin Group's needs are taken into account.

          B. Health Benefits. In line with normal Company policies, you shall be
eligible to receive health insurance and/or receive compensation from the
Company for normal medical treatment while employed by the Company. In addition,
the Company will continue to assume the reasonable costs for additional
insurance coverage that will allow you access to specialist doctors the same day
and allow you access to surgery procedures, if needed, within fourteen (14)
days.

          C. Disability Payments. Should you not be able to perform your duties
due to illness or disability, you will receive compensation at a level of one
hundred percent (100%) of your base compensation in effect at the time of the
illness or disability, provided local laws so permit. Approximately ninety
percent (90%) of such compensation will be paid through an insurance coverage
provided at a reasonable cost by the Company and the remaining 10% of such
compensation will be provided directly by the Company. This compensation will be
net after deduction of social security. Such payments will continue until such
time you leave your position, you retire, or you become entitled to early
retirement as a result of you illness or disability. During the period of
illness or disability you will be entitled to the use of your company car and
other benefits.




          D. Company Automobile. The Company shall provide a leased automobile,
at its expense, for your professional and private use. The size, model, and
equipment must be approved by the President & CEO pursuant to the Company's
written policy on company autos as in effect at that time.

          E. Other Fringe Benefits. Any additional fringe benefits other than
those outlined in this Agreement must be agreed upon in writing with the
President & CEO subject to the approval of the Compensation Committee of the
Board of Directors of BTI and the Board of Directors of BTI and must be in line
with the normal policies of the Company and the Baldwin Group. Expenses related
to one (1) home telephone connection will be reimbursed by the Company.

     5. REIMBURSEMENT OF EXPENSES. In addition to the compensation provided for
in this Agreement, the Company shall reimburse to you, or pay directly, in
accordance with the policies of the Company as in effect at the time, all
reasonable expenses incurred by you in connection with the business of the
Company or the Baldwin Group including but not limited to business-class travel
in accordance with the Company's or the Baldwin Group's global policy,
reasonable accommodations, and entertainment, subject to documentation in
accordance with the Company's or the Baldwin Group's global policy.

     6. LOCATION/WORKING TIME. Although your duties hereunder shall require you
to travel to other Baldwin subsidiary locations, your primary office location
shall be located at the offices of the Company in Arlov, Sweden. In addition,
the nature of your duties includes overtime, which neither the Company is
obliged to compensate you for.

     7. INTELLECTUAL PROPERTY RIGHTS and CONFIDENTIALITY. All intellectual
property and know-how, worldwide, including, without limitation, creations and
inventions, patentable or not, works protected by copyright and neighboring
rights, databases, computer software (pursuant to Section 40a of the Swedish
Copy Rights Act of 1960), designs, trademarks or other intellectual property,
made or created by you (either solely or jointly with others) in your employment
or during the term of the employment or during twenty-four (24) months
subsequent to the termination of the employment (with respect to patentable
inventions, twelve (12) months after the termination of the employment), in
substance as a result of your employment with the Company and the Baldwin Group
(all such results jointly referred to as the "Results" and the intellectual
property rights relating to such results are referred to as the "Intellectual
Property Rights"), shall exclusively belong to the Company and the Baldwin
Group. For the avoidance of doubt, also the right to assign Intellectual
Property Rights and make amendments to the results shall belong to the Company
and the Baldwin Group. You also waive, to the extent legally possible, your
moral rights in relation to the Results, such as without limitation, to be named
as author or creator of the Results. The Company or Baldwin Group may also
reproduce the results and make them available to the public in whatever existing
and future format and medium as the Company or Baldwin Group deems appropriate.
Unless otherwise provided by mandatory law, you shall not receive any special
compensation in addition to salary and other employment benefits, for the
creation of the Results and the Intellectual Property Rights. You further
acknowledge that your duties hereunder as Managing Director include making
inventions and, consequently, a significant part of your ordinary employment
benefits have been granted as compensation for such future Results. You further
undertake not to copy for private




purposes or otherwise use the Results and the Intellectual Property Rights
belonging to the Company or Baldwin Group without the Company's or Baldwin
Group's prior written consent in each individual case, and not to use the
Results and the Intellectual Property Rights outside your ordinary duties or
after termination of the employment without the Company's or Baldwin Group's
prior written consent in each individual case. You agree promptly to make known
the existence to the Company of any and all Results made or conceived by you,
either solely or jointly with others, during the period of your employment under
this and any previous Agreement and for twenty-four (24) months (twelve (12)
months as regards to patentable inventions) after the date of termination, and
to assign to the Company, to the Baldwin Group or to any affiliates of BTI the
full exclusive right to any and all Results. You further agree, without charge
to the Company or Baldwin Group, but at its expense, if requested to do so by
the Company or Baldwin Group, to execute, acknowledge and deliver all papers,
including applications or assignment for patents, trademarks, or copyrights for
such creations, inventions, discoveries, and improvements in any and all
countries and to vest title thereto in the Company, to the Baldwin Group or to
any affiliates of BTI in all Results. You agree that you will not disclose to
any third person or parties any trade secrets or proprietary information of the
Company of the Baldwin Group or of any affiliates of BTI in any manner, except
in the pursuit of your duties as an employee of the Company or the Baldwin
Group, and that you will return to the Company and the Baldwin Group all
materials (whether originals or copies) containing any such trade secrets or
proprietary information on termination of your employment. The obligation set
forth in this Section 7 shall survive the termination of your employment
hereunder.

     8. AGREEMENT DURATION AND CANCELLATION.

          A.   This Agreement is valid until terminated by you or by the Company
               or by the Baldwin Group with a written notification period of six
               (6) months.

          B.   The President & CEO of BTI shall have the right to remove you
               from the position of Managing Director/Vice President Global
               Marketing, Sales and Service during the notice period or part of
               the notice period. Such removal shall not impact your employment
               benefits under this agreement.

          C.   This Contract may be terminated by the Company for cause at any
               time without notice. A cause for such termination shall exist, if
               the Managing Director/Vice President Global Marketing, Sales and
               Service (1) violates the non-competition clause, (2) has acted
               disloyally and detrimentally in relation to the Company and/or
               Baldwin Group.

     9. NON-COMPETE RESTRICTIVE COVENANT.

          A.   Should your employment be terminated as outlined in Section 8A
               herein, the Company and the Baldwin Group will require that
               during the period of notice and if terminated by the Company and
               the Baldwin Group for an additional period of six (6) months
               following the expiration of the period of notice, you shall not,
               in any geographical location in which there is at that time
               business conducted by the Company or its Affiliates




               at the date of such termination, directly or indirectly, own,
               manage, operate, control, be employed by, participate in, or be
               connected in any manner with the ownership, management,
               operation, control of any business similar to or competitive with
               such business conducted by the Company or Baldwin Group without
               the written consent of the Company and the Baldwin Group.

               "Affiliate" in this Agreement shall mean any person, firm or
               corporation that, directly or indirectly, through one or more
               intermediaries, controls, is controlled by, or is under common
               control of the Company or BTI, from time to time, or any of their
               successors.

          B.   As compensation for your compliance with the undertaking in
               Section 9A above and/or for consideration that your employment
               was terminated by the Company or the Baldwin Group, the Company
               or the Baldwin Group will pay to you severance pay in the amount
               of one hundred percent (100%) of your fix monthly salary in
               effect at the time of your termination for a period of six (6)
               months following the expiration of the notice period. Should, for
               any reason, the Company not impose its rights under Section 9A
               above you will remain eligible for the severance payment outlined
               above for a period of six (6) months following the expiration of
               the notice period. For the six (6) month severance period your
               employment benefits under this agreement shall not be impacted.

     10. ENTIRE AGREEMENT. This Agreement contains the entire agreement relating
to your employment by the Company and the Baldwin Group. It only may be changed
by written agreement signed by all parties.

     11. LAW TO GOVERN. This Agreement shall be governed by, and construed and
enforced according to, the laws of Sweden without giving effect to the
principles of conflict of laws.


By: /s/ Karl S. Puehringer              AGREED TO AND ACCEPTED
    ---------------------------------
    Karl S. Puehringer
    Chairman                            /s/ Peter Hultberg
    Baldwin Jimek AB                    ----------------------------------------
                                        Peter Hultberg

    DATE: 9/24/09                       DATE: 2009-09-22

EX-18

             PREFERABILITY LETTER FROM INDEPENDENT REGISTERED PUBLIC
                                 ACCOUNTING FIRM

September 28, 2009

Board of Directors
Baldwin Technology Company, Inc.
2 Trap Falls Road
Shelton, CT

Dear Directors:

We are providing this letter solely for inclusion as an exhibit to Baldwin
Technology Company, Inc. (the "Company") Form 10-K filing pursuant to Item 601
of Regulation S-K.

We have audited the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended June 30, 2009, as set forth in our
report dated September 28, 2009. As stated in Note 7 to those financial
statements, on June 30, 2009, the Company elected to change its method of
valuing certain of its domestic inventory to the FIFO method, whereas in prior
years certain domestic inventory was valued using the LIFO method. The new
method was adopted as it provides for a more consistent matching of expenses
with revenues currently and in the foreseeable future and provides a consistent
inventory methodology across the Company as inventory held in foreign locations
and certain inventory in domestic locations currently and historically have been
valued using the FIFO method.

With regard to the aforementioned accounting change, it should be understood
that authoritative criteria have not been established for evaluating the
preferability of one acceptable method of accounting over another acceptable
method and, in expressing our concurrence below, we have relied on management's
business planning and judgment and on management's determination that this
change in accounting principle is preferable.

Based on our reading of management's stated reasons and justification for this
change in accounting principle in the Form 10-K, and our discussions with
management as to their judgment about the relevant business planning factors
relating to the change, we concur with management that the newly adopted method
of accounting is preferable in the Company's circumstances.

Very truly yours,


/s/ GRANT THORNTON LLP

EX-21

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 21.1

                                   EXHIBIT 21
                       to Registrant's Report on Form 10-K
                        for the year-ended June 30, 2009



                                                               Jurisdiction
                                                               ------------
                                                            
SUBSIDIARIES OF BALDWIN TECHNOLOGY COMPANY, INC.
Baldwin Americas Corporation                                   Delaware
Baldwin Europe Consolidated Inc.                               Delaware
Baldwin Asia Pacific Corporation                               Delaware
Baldwin Technology India Private Limited                       India
MTC Trading Company                                            Arizona

SUBSIDIARIES OF BALDWIN AMERICAS CORPORATION
Baldwin Rockford Corporation                                   Delaware
Baldwin Graphic Systems, Inc.                                  Delaware
Baldwin Americas do Brasil Ltda                                Brazil
Baldwin India Private, Ltd.                                    India

SUBSIDIARIES OF MTC TRADING COMPANY
Oxy-Dry Corporation                                            Delaware

SUBSIDIARIES OF OXY-DRY CORPORATION
Oxy-Dry Food Blends, Inc.                                      Delaware
Oxy-Dry U.K. Inc.                                              Delaware
Baldwin Southeast Asia Corporation                             Delaware
Oxy-Dry UK Limited                                             United Kingdom

SUBSIDIARIES OF BALDWIN EUROPE CONSOLIDATED INC.
Baldwin Graphic Equipment BV                                   Netherlands

SUBSIDIARIES OF BALDWIN GRAPHIC EQUIPMENT BV
Baldwin Europe Consolidated BV                                 Netherlands

SUBSIDIARIES OF BALDWIN EUROPE CONSOLIDATED BV
Baldwin Germany Holding GmbH                                   Germany
Baldwin U.K. Holding Limited                                   United Kingdom
Baldwin Jimek AB                                               Sweden
Baldwin France Sarl                                            France
Baldwin Switzerland GmbH                                       Switzerland

SUBSIDIRIES OF BALDWIN GERMANY HOLDING GmbH
Baldwin Germany GmbH                                           Germany
Baldwin Oxy-Dry GmbH                                           Germany




                                                            
SUBSIDIARIES OF BALDWIN U.K. HOLDING LIMITED
Baldwin (UK) Ltd.                                              United Kingdom
Acrotec UK Ltd.                                                United Kingdom

SUBSIDIARIES OF BALDWIN JIMEK AB
Baldwin IVT AB                                                 Sweden

SUBSIDIARIES OF ACROTEC UK LTD.
Baldwin Globaltec Ltd.                                         United Kingdom

SUBSIDIARIES OF BALDWIN ASIA PACIFIC CORPORATION
Baldwin-Japan Ltd.                                             Japan
Baldwin Printing Control Equipment (Beijing) Company, Ltd.     China
Baldwin Graphic Equipment Pty. Ltd.                            Australia
Baldwin Printing Controls Ltd.                                 Hong Kong
Baldwin Printing Equipment Trading (Shanghai) Co., Ltd.        China
Baldwin Printing Equipment Manufacturing (Shanghai) Co. Ltd.   China



9-15-09

EX-23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated September 28, 2009, with respect to the
consolidated financial statements and schedule included in the Annual Report of
Baldwin Technology Company, Inc. on Form 10-K for the year ended June 30, 2009.
We hereby consent to the incorporation by reference of said report in the
Registration Statements of Baldwin Technology Company, Inc. on Forms S-3 (File
No. 33-33104, effective February 1, 1990, File No. 33-42265, effective November
18, 1991 and File No. 33-41586, effective July 15, 1991) and on Forms S-8 (File
No. 33-20611, effective April 3, 1988, File No. 33-30455, effective August 9,
1989, File No. 33-58104, effective February 10, 1993, File No. 33-58106,
effective February 9, 1993, File No. 33-56329, effective November 4, 1994, File
No 333-44631, effective January 21, 1998, File No. 333-95743, effective January
31, 2000, File No. 333-121275, effective December 15, 2004, File No. 333-131404,
effective January 31, 2006 and File No. 333-157437, effective February 20,
2009).


/s/ GRANT THORNTON LLP

New York, New York
September 28, 2009

EX-31.01

Exhibit 31.01

                                 CERTIFICATIONS

I, Karl S. Puehringer:

1. I have reviewed this annual report on Form 10-K of Baldwin Technology Company
Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:


     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;


     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;


     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and


     (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):


     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and


     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.

Date: September 28, 2009


/s/ Karl S. Puehringer
- -------------------------------------
Karl S. Puehringer
President and Chief Executive Officer

EX-31.02

Exhibit 31.02

                                 CERTIFICATIONS

I, John P. Jordan, certify that:

1. I have reviewed this annual report on Form 10-K of Baldwin Technology Company
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:


     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;


     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;


     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and


     (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):


     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and


     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls over
financial reporting.

Date: September 28, 2009


/s/ John P. Jordan
- -------------------------------------
John P. Jordan
Vice President, CFO and Treasurer

EX-32.01

EXHIBIT 32.01

                                  CERTIFICATION

                         PURSUANT TO SECTION 906 OF THE
               SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Annual Report of Baldwin Technology Company, Inc. (the
"Company") on Form 10-K for the period ended June 30, 2009 to be filed with
Securities and Exchange Commission on or about the date hereof (the "Report"),
I, Karl S. Puehringer, Chief Executive Officer of the Company, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company as of the dates and for the periods covered by the
          Report.

It is not intended that this statement be deemed to be filed for purposes of the
Securities Exchange Act of 1934.


Date: September 28, 2009                By: /s/ Karl S. Puehringer
                                            ------------------------------------
                                            Karl S. Puehringer
                                            Chief Executive Officer

EX-32.02

EXHIBIT 32.02

                                  CERTIFICATION

                         PURSUANT TO SECTION 906 OF THE
               SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Annual Report of Baldwin Technology Company, Inc. (the
"Company") on Form 10-K for the period ended June 30, 2009 to be filed with
Securities and Exchange Commission on or about the date hereof (the "Report"),
I, John P. Jordan, Chief Financial Officer of the Company, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company as of the dates and for the periods covered by the
          Report.

It is not intended that this statement be deemed to be filed for purposes of the
Securities Exchange Act of 1934.


Date: September 28, 2009                By: /s/ John P. Jordan
                                            ------------------------------------
                                            John P. Jordan
                                            Chief Financial Officer