S-8
As
filed with the Securities and Exchange Commission on February 20, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BALDWIN TECHNOLOGY COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-3258160 |
(State or Other Jurisdiction of
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(Primary Standard Industrial
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(IRS Employer Identification |
incorporation)
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Classification Code Number)
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Number) |
2 Trap Falls Road
Suite 402
Shelton, Connecticut 06484
(203) 402-1000
(Address, Including Zip Code, and Telephone Number, including
area code, of Registrants Principal Executive Offices)
BALDWIN TECHNOLOGY COMPANY, INC.
2005 EQUITY COMPENSATION PLAN
(Full Title of Plan)
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c/o Helen P. Oster, Esq.
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With a copy to: Edward B. Whittemore, Esq. |
Corporate Secretary
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Murtha Cullina LLP |
Baldwin Technology Company, Inc.
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CityPlace, 29th Floor |
2 Trap Falls Road
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185 Asylum Street |
Suite 402
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Hartford, Connecticut 06103 |
Shelton, Connecticut 06484
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Telephone: (860) 240-6075 |
(Name, Address, Including Zip Code, and |
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Telephone Number, Including Area Code, of |
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Agent For Service) |
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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):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer þ
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Amount |
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maximum |
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Proposed maximum |
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Amount of |
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Title of securities |
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to be |
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offering price |
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aggregate offering |
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registration |
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to be registered (1) |
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Registered (1) |
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per share (2) |
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price (2) |
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fee (3) |
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Class A Common
Stock, $.01 par
value |
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1,000,000 shares |
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$1.04 |
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$1,040,000 |
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$40.88 |
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(1) |
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Pursuant to Rule 416(c) of the Securities Act of 1933, the number of shares being registered
shall include an indeterminate number of additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in accordance with the
anti-dilution provisions of the 2005 Equity Compensation Plan. |
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(2) |
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Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the reported high and low sales
prices for Class A Common Stock of Baldwin Technology Company, Inc. as reported on the NYSE
Alternext U.S. Exchange on February 13, 2009. |
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(3) |
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Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: Proposed
maximum aggregate offering price multiplied by .00003930. |
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the additional 1,000,000 shares of Class A
Common Stock, par value $.01 per share (Common Stock), of Baldwin Technology Company, Inc. (the
Company) authorized for issuance under the Companys 2005 Equity Compensation Plan, as amended
and restated in August 2008, and as approved by the Companys stockholders on November 11, 2008
(the Plan).
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on
Form S-8, File No. 333-131404, filed by the Company on January 31, 2006 are hereby incorporated
herein by reference and made a part hereof, except to the extent that such contents are modified or
superseded hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants who are eligible to participate in the Plan as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the Commission) under the Securities Act
of 1933 (the Securities Act). Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
The Company shall furnish without charge to each person to whom the prospectus is delivered,
on the written or oral request of such person, a copy of any and all of the documents incorporated
by reference into this registration statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is incorporated).
Requests should be directed to Baldwin Technology Company, Inc., Attention: Helen P. Oster, Esq.,
Corporate Secretary, 2 Trap Falls Road, Suite 402, Shelton, Connecticut 06484, telephone: (203)
402-1004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are incorporated by reference
into this Registration Statement:
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(a) |
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The Companys latest Annual Report on Form 10-K for the fiscal year ended June
30, 2008, filed with the Commission on September 29, 2008, pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the Exchange Act). |
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(b) |
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The Companys Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2008, filed with the Commission on November 14, 2008; and the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008, filed
with the Commission on February 17, 2008. |
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(c) |
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The Companys Current Reports on Form 8-K filed with the Commission on Oct. 29,
2008, November 11, 2008, January 30, 2009 and February 2, 2009. |
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(d) |
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The description of the Companys Class A Common Stock, par value $.01 per
share, contained in its Registration Statement on Form 8-A (Reg. No. 0-20382) filed
with the Commission on November 20, 1986 pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common
Stock remaining unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Certain information contained in this Registration Statement summarizes, is based upon, or
refers to, information contained in one or more exhibits to this Registration Statement.
Accordingly, the information contained herein is qualified in its entirety by reference to such
documents and should be read in conjunction therewith.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered pursuant to this Registration Statement has been passed
on by Helen P. Oster, Esq., Corporate Secretary of the Company. Ms. Oster is a shareowner of
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Companys By-Laws provide that the Company shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
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Section 145 of the General Corporation Law of the State of Delaware permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding brought by third
parties by reason of the fact that they were or are directors, officers, employees or agents of the
Company, if such directors, officers, employees or agents acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful.
In a derivative action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors, officers, employees or agents
in connection with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no indemnification shall
be made if such person shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine upon application that
the defendant directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Article Seven of the Companys Amended and Restated Certificate of Incorporation provides that
no director of the Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except (a) for any breach of the
directors duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section
174 of the General Corporation Law of the State of Delaware or (d) for any transaction from which
the director derived an improper personal benefit.
The Registrant has procured Directors and Officers liability insurance for wrongful acts. This
is an indemnity policy for the Registrant to protect it against liability assumed or incurred under
the above indemnification provisions and under the written agreements referred to below, including
defense provisions, on behalf of the directors and officers. The directors and officers are thus
indemnified against loss arising from any civil claims or claims by reason of any wrongful act done
or alleged to have been done while acting in their respective capacities as directors or officers.
The policy excludes claims brought about or contributed to by dishonest, fraudulent, criminal or
malicious acts or omissions by directors or officers.
The Registrant has also procured excess liability insurance coverage to protect the Directors
and Officers against liability for wrongful acts. This is a difference-in-coverage policy which
will pay on behalf of the Directors and Officers when the Registrant does not indemnify them.
As a supplement to and in furtherance of the provisions regarding indemnification of
Directors and Officers contained in the Certificate of Incorporation and By-Laws of the Company,
the Company has entered into written agreements with each of its Directors and Officers to
indemnify and advance expenses to said individuals to the fullest extent permitted by Delaware law.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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Baldwin Technology Company, Inc. 2005 Equity Compensation Plan, as amended
August 2008 (incorporated by reference from Exhibit A to the Companys proxy
statement dated October 10, 2008, as filed with the Commission on October 10, 2008). |
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Opinion of Helen P. Oster, Esq. regarding legality of the shares of Class A
Common Stock (filed herewith). |
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23.1
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Consent of Grant Thornton LLP (filed herewith). |
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23.2
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Consent of PricewaterhouseCoopers LLC (filed herewith). |
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23.3
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Consent of Helen P. Oster, Esq. (included in Exhibit 5). |
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Power of Attorney (included on the signature page of this Registration
Statement). |
Item 9. Undertakings.
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(a) |
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The undersigned Registrant hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the Securities Act); |
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(ii) |
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To reflect in the Prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in
the form of Prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume |
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and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement. |
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(iii) |
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To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement. |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to this
registration on Form S-8, if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrants annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of
an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on February 18, 2009.
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BALDWIN TECHNOLOGY COMPANY, INC.
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By: |
/s/Karl S. Puehringer
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Name: |
Karl S. Puehringer |
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Title: |
President and Chief Executive Officer |
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Each person whose signature to this Registration Statement appears below hereby appoints each
of Karl S. Puehringer and Helen P. Oster as his or her attorney-in-fact to sign on his or her
behalf individually and in the capacity stated below and to file all supplements, amendments and
post-effective amendments to this Registration Statement, and any and all instruments or documents
filed as a part of or in connection with this Registration Statement or any amendment or supplement
thereto, and any such attorney-in-fact may make such changes and additions to this Registration
Statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/Gerald A. Nathe
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Chairman of the Board
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February 18, 2009 |
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Gerald A. Nathe |
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/s/Karl S. Puehringer
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President, Chief Executive Officer
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February 18, 2009 |
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Karl S. Puehringer
(Principal Executive Officer)
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and a Director |
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/s/John P. Jordan
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Vice President, Chief Financial
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February 18, 2009 |
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John P. Jordan
(Principal Financial Officer)
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Officer and
Treasurer |
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/s/Leon Richards
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Controller and Chief Accounting Officer
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February 18, 2009 |
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Leon Richards
(Principal Accounting Officer) |
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Signature |
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/s/Mark T. Becker
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Director
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February 18, 2009 |
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Mark T. Becker |
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/s/Rolf Bergstrom
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Director
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February 18, 2009 |
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Rolf Bergstrom |
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/s/Samuel B. Fortenbaugh III
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Director
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February 18, 2009 |
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Samuel B. Fortenbaugh III |
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/s/Judith A. Mulholland
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Director
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February 18, 2009 |
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Judith A. Mulholland |
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/s/Ronald B. Salvagio
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Director
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February 18, 2009 |
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Ronald B. Salvagio |
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/s/Claes Warnander
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Director
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February 18, 2009 |
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Claes Warnander |
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EXHIBIT INDEX
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Exhibit |
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Description |
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Baldwin Technology Company, Inc. 2005 Equity Compensation Plan, as amended August 2008
(incorporated by reference from Exhibit A to the Companys proxy statement dated
October 10, 2008, as filed with the Commission on October 10, 2008). |
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5
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Opinion of Helen P. Oster, Esq. regarding legality of the shares of Class A Common Stock
(filed herewith) |
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23.1
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Consent of Grant Thornton LLP (filed herewith) |
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23.2
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Consent of PricewaterhouseCoopers LLP (filed herewith) |
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23.3
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Consent of Helen P. Oster, Esq. (included in Exhibit 5) |
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Power of Attorney (included on the signature page of this Registration Statement). |