SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
BALDWIN TECHNOLOGY COMPANY, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 21, 2002
CLASS A COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and HELEN P. OSTER, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class A
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 21, 2002 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
FOR AGAINST ABSTAIN
1. To amend the Company's 1996 Stock [ ] [ ] [ ]
Option Plan to (a) increase the total
number of shares of Class A Common Stock that may be subject to
outstanding options determined immediately after the grant of any option
to purchase Class A stock, from 875,000 shares to 1,875,000 shares;
(b) prohibit the granting of any options to purchase any shares of Class B
Common Stock under the Plan; (c) provide that Non-Employee Directors be
eligible to receive options under the Plan; and (d) make certain technical
and clarifying amendments to the Plan.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to sign and date Date
this Proxy in the box below. ----------------------------
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Stockholder sign above Co-holder (if any) sign above
-- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. --
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 21, 2002
CLASS B COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and HELEN P. OSTER, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class B
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 21, 2002 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
WITH- FOR ALL
FOR HOLD EXCEPT
1. To elect two Class III Directors to serve for [ ] [ ] [ ]
three-year terms or until their successors are
elected and qualified:
AKIRA HARA AND RALPH R. WHITNEY, JR.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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FOR AGAINST ABSTAIN
2. To amend the Company's 1996 Stock Option [ ] [ ] [ ]
Plan to (a) increase the total number of
shares of Class A Common Stock that may be subject to outstanding options
determined immediately after the grant of any option to purchase Class
A stock from 875,000 shares to 1,875,000 shares; (b) prohibit the granting of
any options to purchase any shares of Class B Common Stock under the Plan;
(c) provide that Non-Employee Directors be eligible to receive options under
the Plan; and (d) make certain technical and clarifying amendments to
the Plan.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1 AND "FOR" PROPOSAL 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to sign and date Date
this Proxy in the box below. ----------------------------
---------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
-- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. --
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 21, 2002
401(K) PLAN
Revoking any such prior appointment, the undersigned, a stockholder of
BALDWIN TECHNOLOGY COMPANY, INC., hereby appoints GERALD A. NATHE, VIJAY C.
THARANI and HELEN P. OSTER, and each of them, attorneys and agents of the
undersigned, with full power of substitution to vote all shares of the Class A
Common Stock of the undersigned in said Company at the Annual Meeting of
Stockholders of said Company to be held at the Trumbull Marriott, 180 Hawley
Lane, Trumbull, Connecticut on November 21, 2002 at 10:00 a.m., Eastern Standard
Time, and at any adjournments thereof, as fully and effectually as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
FOR AGAINST ABSTAIN
1. To amend the Company's 1996 Stock [ ] [ ] [ ]
Option Plan to (a) increase the total
number of shares of Class A Common Stock that may be subject to
outstanding options determined immediately after the grant of any option
to purchase Class A stock, from 875,000 shares to 1,875,000 shares;
(b) prohibit the granting of any options to purchase any shares of Class B
Common Stock under the Plan; (c) provide that Non-Employee Directors be
eligible to receive options under the Plan; and (d) make certain technical
and clarifying amendments to the Plan.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS INDICATED THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to sign and date Date
this Proxy in the box below. ----------------------------
---------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
-- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. --
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in full partnership name
by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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