11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE PLAN YEAR ENDED DECEMBER 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from to
COMMISSION FILE NUMBER 1-9334
BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
(Full title of the plan)
C/O BALDWIN AMERICAS CORPORATION
2 TRAP FALLS ROAD, SUITE 402
SHELTON, CT 06484
(Address of the plan)
BALDWIN TECHNOLOGY COMPANY, INC.
2 TRAP FALLS ROAD, SUITE 402
SHELTON, CT 06484
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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1 |
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Financial Statements: |
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2 |
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3 |
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4-10 |
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11 |
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12 |
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Exhibit #23 Consent of Independent Registered Public Accounting Firm
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* |
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Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been
omitted because they are either not required or not applicable. |
EX-23 |
Report of Independent Registered Public Accounting Firm
To the Trustees of the
Baldwin Technology Profit Sharing and Savings Plan
Shelton, Connecticut
We have audited the accompanying statements of net assets available for benefits of Baldwin
Technology Profit Sharing and Savings Plan (the Plan) as of December 31, 2008 and 2007, and the
related statement of changes in net assets available for benefits for the year ended December 31,
2008. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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 net assets available for benefits of Baldwin Technology Profit Sharing and Savings
Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the
year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken
as a whole. The supplemental schedule of assets held at end of year as of December 31, 2008, is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the United States Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the responsibility of the Plans management. The
supplemental schedule has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
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/s/ McGladrey & Pullen, LLP
Stamford, Connecticut
June 29, 2009
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1
Baldwin Technology Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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December 31, |
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2008 |
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2007 |
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Assets: |
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Investments, participant directed
at fair value |
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$ |
9,250,682 |
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$ |
13,489,089 |
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Participant loans |
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88,111 |
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109,046 |
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9,338,793 |
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13,598,135 |
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Receivables: |
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Employers contributions |
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58,542 |
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64,785 |
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Participants contributions |
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13,966 |
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13,134 |
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Total receivables |
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72,508 |
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77,919 |
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Net assets available for benefits
at fair value |
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9,411,301 |
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13,676,054 |
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Adjustment from fair value to
contract value for investments in
common collective trust funds
related to fully benefit-responsive
investment contracts |
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176,045 |
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16,682 |
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Net assets available for benefits |
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$ |
9,587,346 |
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$ |
13,692,736 |
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The accompanying notes are an integral part of these financial statements.
2
Baldwin Technology Profit Sharing and Savings Plan
Statement of Changes in Net Assets Available for Benefits
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Year Ended |
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December 31, 2008 |
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Contributions: |
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Participants contributions |
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$ |
561,474 |
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Employers contributions |
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240,004 |
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Rollover contributions |
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78,140 |
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879,618 |
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Investment income: |
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Interest |
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5,554 |
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Dividends |
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375,780 |
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Net depreciation in fair value of investments |
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(4,034,564 |
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Total investment loss |
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(3,653,230 |
) |
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Deductions: |
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Benefits paid to participants |
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1,330,996 |
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Administrative expenses |
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782 |
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Total deductions |
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1,331,778 |
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Net decrease |
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(4,105,390 |
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Net assets available for benefits: |
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Beginning of year |
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13,692,736 |
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End of year |
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$ |
9,587,346 |
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The accompanying notes are an integral part of these financial statements.
3
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF THE PLAN
The following brief description of the Baldwin Technology Profit Sharing and Savings Plan (the
Plan or the Baldwin Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended and is available to substantially all domestic employees
of Baldwin Technology Company, Inc. (the Company).
Eligibility
All full time and part time employees of the Company are eligible to participate on his/her first
day of employment.
Plan Amendment
Plan sponsors were required to amend their plans to comply with certain provisions of the Final
Regulations by the Internal Revenue Service (IRS) under Code Section 415 with respect to Plan Years
beginning after July 1, 2007. The Baldwin Plan was amended to conform to the Final 415 Regulations
as required by the Code.
Contributions
Each participant may elect to defer from 1% to 20% of their compensation, up to the Annual
Compensation Limit as defined by the Internal Revenue Code (IRC), on both a tax-deferred and
taxable basis into one or a combination of funds. Pursuant to the Tax Reform Act of 1986 as
amended, the maximum tax-deferred contribution an employee may make for the year ended December 31,
2008 was $15,500. Pursuant to the Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA), participants age 50 and over may make an additional tax-deferred catch-up contribution
of $5,000 for the year ended December 31, 2008.
Effective January 1, 2002, the Company began making matching contributions equal to 100% of the
participants elective deferrals up to 3% of eligible compensation, plus 50% of the participants
elective deferrals greater than 3% of eligible compensation, but not more than 5% of eligible
compensation (Safe Harbor Contributions) quarterly for each participant. The Company may also
contribute an amount as the Board of Directors, in its absolute discretion, may determine (the
Discretionary Contributions). Company cash contributions are invested for each participant based
upon the current election in effect at the time the Company contribution is made.
Upon enrollment into the Plan, a participant may direct employee contributions in 1% increments
into any of sixteen investment options. Employer contributions are allocated to the investments
based on the participants investment options at the time of the employer contribution. Participant
contributions are remitted each week to the trustee, whereas Safe Harbor Contributions are remitted
quarterly and Discretionary Contributions, if any, are remitted annually.
4
Vesting
Participants will, at all times, be fully vested in the fair value of their contributions.
Participants vest 100% immediately in the Companys Safe Harbor Contributions; however,
participants become vested in employer Discretionary Contributions based upon their years of
vesting service, as shown below:
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Full years of |
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Percent |
Vesting Service |
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Vested |
Less than 2 years |
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0 |
% |
2 but less than 3 years |
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20 |
% |
3 but less than 4 years |
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40 |
% |
4 but less than 5 years |
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60 |
% |
5 but less than 6 years |
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80 |
% |
6 or more years |
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100 |
% |
Employees who are age 55 or older, or who become disabled or die while employed by the Company, are
automatically 100% vested in the value of the Company contributions credited to their accounts
regardless of their years of service.
Withdrawals and Distributions
Participants may withdraw after-tax contributions from their account balance while working and, in
limited cases (as defined by the Plans provisions), may withdraw before-tax contributions.
Distributions from the Plan at termination of employment will be made in the form of a single
lump-sum distribution consisting of the cash value of the participants interest in the fixed
income funds, mutual funds and stock funds. The amount of the distribution attributable to the
participants Baldwin Stock Fund account shall be distributed in the form of shares of the
Companys Class A Common Stock. Notwithstanding the foregoing, a participant may request to
receive benefits in a form other than as above and the Plan Administrator may make available an
alternative form of distribution at the Plan Administrators sole discretion.
Upon a participants termination of employment by reason of retirement, total and permanent
disability or death, the entire balance of the participants account, as valued on the day
coinciding with or following the date of the termination of employment will be paid to the
participant, or in the case of death, to the participants designated beneficiary.
Upon termination of employment for reasons other than those set forth above, if the vested balance
is greater than $1,000 but less than $5,000 and the participant has not requested a distribution,
the entire vested balance of the participants account, as valued on the day coinciding with or
following the date of termination of employment, shall be paid as a direct rollover to an
individual retirement plan designated by the Plan Administrator. If the vested balance is greater
than $5,000, the participant has the option not to receive a distribution, and therefore,
distributions will not be made until requested by the participant.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000, up to a maximum of $50,000 or
50% of their vested account balance, whichever is less, and are subject to applicable Department of
Labor and Internal Revenue Service regulations. The loans are collateralized by the balance in the
participants account and bear interest at rates of prime plus 1%, currently ranging from 5.00% to
9.25%, which are commensurate with local prevailing rates as determined periodically by the Plan
Administrator.
Forfeitures
5
Upon a participants separation from service, amounts which have not vested will be forfeited.
Should a participant resume employment within 60 months of termination, the amount of such
forfeiture will be restored to his or her account. Contributions and earnings thereon which have
been forfeited will be available to reduce employer contributions. Accumulated forfeitures totaled
$9,105 and $20,151 at December 31, 2008 and 2007, respectively. During the plan year ending
December 31, 2008, the Company utilized $20,105 in accumulated forfeitures to reduce the Company
contributions.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Investment contracts held by a defined-contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined-contribution plan attributable to fully benefit-responsive
investment contracts, because contract value is the amount participants would receive if they were
to initiate permitted transactions under the terms of the Plan. The Statement of Net Assets
Available for Benefits presents the fair value of the investment contracts in common collective
trusts, as well as the adjustment for the fully benefit-responsive investment contracts in common
collective trusts from fair value to contract value. The Statement of Changes in Net Assets
Available for Benefits is prepared on a contract value basis for the fully benefit-responsive
investment contracts held by common collective trusts.
Investment Valuation
Investments in registered investment companies are valued at published market prices, which
represent the net asset value of shares held by the Plan at year-end.
The fair value of participation units in the MFS Fixed Fund (a common collective trust) are valued
at a unit price as determined by the portfolios sponsor based on fair value of the underlying
assets held by the portfolio. The participation units in the MFS Fixed Fund are also stated at
contract value, which is equal to the principal balance plus accrued interest.
The Baldwin Stock Fund is a unitized fund, which invests solely in the Class A Common Stock of
Baldwin Technology Company, Inc. The fund retains a certain amount of cash in order to complete a
purchase or sale transaction on the same day as the request is received from a participant. Excess
cash is held in a short-term money market fund within the Baldwin Stock Fund. Excess cash and cash
equivalents at December 31, 2008 and 2007 amounted to $7,646 and $14,652, respectively.
Participant loans are valued at cost, which approximates fair value.
Fair Value Measurements
Effective January 1, 2008, the Plan adopted Financial Accounting Standards Board Statement No. 157,
Fair Value Measurements (FASB Statement No. 157), which establishes a framework for measuring fair
value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1 measurements)
and the lowest priority to unobservable inputs (level 3 measurements). The
adoption of FASB Statement No. 157 did not have a material impact on the Plan financial statements.
The fair value hierarchy is as follows:
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Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
6
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Level 2: Inputs to the valuation methodology include: |
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Quoted prices for identical or similar assets of liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive markets; |
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- |
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Inputs other that quoted prices that are observable for the asset or liability; |
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- |
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Inputs that are derived principally from or corroborated by observable
market data by correlation or other means. |
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Level 3: Inputs to the valuation methodology are unobservable and significant to the
fair value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable input and minimize the use of unobservable
inputs.
Investment Income
Dividends are recorded on the ex-dividend date. Interest and other income is recorded as earned on
the accrual basis.
Investment Transactions
Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on
the sale of investments are calculated based upon the difference between the net sale proceeds and
the average cost of the fund shares. Unrealized gains and losses (appreciation/(depreciation) in
fair value of investments) on investments held by the Plan at December 31, 2008 are calculated
based upon the difference between the fair value as determined by quoted market prices of
investments held at the end of the year less their average cost. The Plan presents in the Statement
of Changes in Net Assets Available for Benefits the net appreciation in fair value of its
investments, which consists of the realized gains or losses and the unrealized appreciation /
(depreciation) on those investments.
Administration
The Plan is administered by The Advisory Committee (the Committee), which is appointed by the
Board of Directors of Baldwin Americas Corporation.
Administrative Expenses
All administrative expenses related to the Plan, are paid by the Company except for various asset
management fees, which are paid by each particular fund.
Use of Estimates
The preparation of the 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, liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
Benefit obligations to participants
Benefits are recorded when paid. Accordingly, benefits payable to terminated employees are not
deducted in arriving at net assets available for benefits.
Risks and Uncertainties
The Plan provides for various investment options in mutual funds that invest in any combination of
stocks, bonds, fixed income securities and other investment securities. These investment securities
are exposed to various risks, such as interest rate, market and credit risks. Due to the level of
risk and uncertainty associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the near term, and that
such changes could materially affect participants account balances and the amounts reported in the
Statements of Net Assets Available for Benefits, and the Statement of Changes in Net Assets
Available for Benefits.
NOTE 3 FAIR VALUE MEASUREMENTS
See Investment Valuation in Note 2 for discussions of the methodologies and assumptions used to
determine the fair value of the Plans investments. Below are the Plans financial instruments
carried at fair value on a recurring basis at December 31, 2008 by the FAS 157 fair value hierarchy
levels described in Note 2.
The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair
value as of December 31, 2008.
Assets at Fair Value as of December 31, 2008
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual Funds |
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$ |
7,114,183 |
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$ |
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$ |
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$ |
7,114,183 |
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Common Collective
Trust |
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2,136,499 |
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2,136,499 |
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Participant Loans |
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88,111 |
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88,111 |
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Total assets at
fair value |
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$ |
7,114,183 |
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$ |
2,136,499 |
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$ |
88,111 |
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$ |
9,338,793 |
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Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plans level 3 assets for
the year ended December 31, 2008.
Level 3 Assets Year Ended December 31, 2008
7
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Participant Loans |
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Balance, beginning of year |
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$ |
109,046 |
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Loan repayments |
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54,897 |
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Loan disbursements |
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(75,832 |
) |
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Balance, end of year |
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$ |
88,111 |
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8
NOTE 4 RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Massachusetts Financial Services
(MFS) which is an affiliate of Sun Life Retirement Services, Inc. (Sun Life). Sun Life is the
administrative services provider and record keeper, as defined by the Plan, and therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the Plan to MFS during the
year ended December 31, 2008 were $782. In addition, the Company pays certain costs on behalf of
the Plan.
At December 31, 2008 and 2007, the Plan held 109,189 and 67,933 shares, respectively, of the
Baldwin Technology Company, Inc. Class A Common Stock with a fair value of $187,805 and $320,644,
respectively.
NOTE 5 INVESTMENTS
The following investments represented 5 percent or more of the Plans net assets at either December
31, 2008 or 2007:
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December 31, |
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2008 |
|
2007 |
MFS Institutional Fixed Fund |
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$ |
2,136,499 |
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$ |
1,692,314 |
|
MFS Total Return Fund |
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$ |
915,953 |
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$ |
1,294,977 |
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MFS Massachusetts Investors Trust |
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$ |
1,317,490 |
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$ |
2,436,803 |
|
MFS Emerging Growth Fund |
|
$ |
1,094,123 |
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|
$ |
2,080,603 |
|
MFS Global Equity Fund |
|
$ |
973,794 |
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$ |
1,709,182 |
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Neuberger Berman Genesis Advisor Fund |
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$ |
583,303 |
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$ |
1,040,132 |
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MFS Mid-Cap Growth Fund |
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$ |
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$ |
827,605 |
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Pimco Total Return Fund |
|
$ |
870,539 |
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$ |
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During the year ended December 31, 2008, the Plans investments (including gains and losses on
investments sold during the year) depreciated in value by $4,034,564 as follows:
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Year Ended |
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December 31, 2008 |
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Mutual Funds |
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$ |
(3,775,847 |
) |
Baldwin Stock Fund |
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|
(258,717 |
) |
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$ |
(4,034,564 |
) |
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NOTE 6 FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter dated April 23,
2002, that the Plan and the related trust are designed in accordance with applicable sections of
the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination
letter. However, the
9
Plan Administrator and the Plans tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 7 PLAN TERMINATION
Although it has not expressed any intent to do so, the Committee reserves the right to terminate
the Plan at any time, subject to the provisions of ERISA. In the event the Plan is terminated,
participants will become 100% vested in their accounts, no new funds will be contributed and the
Plans assets will be administered and distributed.
NOTE 8 RECONCILIATION BETWEEN FINANCIAL STATEMENTS AND FORM 5500
A reconciliation of net assets available for benefits per the financial statements at December 31,
2008 to Form 5500 follows:
|
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|
|
|
Net assets available for benefits per
financial statements |
|
$ |
9,587,346 |
|
|
Adjustment between fair value and
contract value related to fully benefit-
responsive investment contracts held by
common collective trust funds |
|
|
(176,045 |
) |
|
|
|
|
|
Net assets available for benefits per
Form 5500 |
|
$ |
9,411,301 |
|
|
|
|
|
A reconciliation of net investment income per the financial statements for the year ended December
31, 2008 to Form 5500 follows:
|
|
|
|
|
Net investment income per the
financial statements |
|
$ |
(3,653,230 |
) |
|
Adjustment between fair value and
contract value related to fully benefit-
responsive investment contracts held by
common collective trust funds |
|
|
159,363 |
|
|
|
|
|
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Net investment income per Form 5500 |
|
$ |
(3,493,867 |
) |
|
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|
10
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2008
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Identity Of Issue/ |
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Description Of Investment |
|
Current Value |
|
*MFS Institutional Fixed Fund / Collective Investment Trust |
|
$ |
2,136,499 |
|
*MFS Total Return Fund / Common Stock & Bonds |
|
|
915,953 |
|
*MFS Massachusetts Investors Trust / Common Stock |
|
|
1,317,490 |
|
*MFS Emerging Growth Fund / Common Stock |
|
|
1,094,123 |
|
*MFS Global Equity Fund / Equities |
|
|
973,794 |
|
PIMCO Total Return Fund / Bonds |
|
|
870,539 |
|
Van Kampen Strategic Growth Fund / Common Stock |
|
|
267,937 |
|
*Baldwin Stock Fund / Common Stock |
|
|
195,451 |
|
*MFS Mid-Cap Growth Fund / Common Stock |
|
|
295,284 |
|
Munder Index 500 Fund / Common Stock |
|
|
71,260 |
|
Neuberger Berman Genesis Advisor Fund / Common Stock |
|
|
583,303 |
|
Van Kampen Common Stock Fund / Common Stock |
|
|
241,501 |
|
Conservative Allocation Fund / Common Stock |
|
|
64,984 |
|
Moderate Allocation Fund / Common Stock |
|
|
145,424 |
|
Growth Allocation Fund / Common Stock |
|
|
37,958 |
|
Aggressive Growth Allocation Fund / Common Stock |
|
|
39,182 |
|
*Participant loans (interest rates ranging from 5.00% to 9.25%) |
|
|
88,111 |
|
|
|
|
|
|
|
|
|
|
Total Assets (Held at End of Year) |
|
$ |
9,338,793 |
|
|
|
|
|
|
|
|
* |
|
These represent party-in-interest investments. |
Note: Cost omitted for participant-directed investments
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator
has duly caused this annual report to be signed by the undersigned thereunto duly
authorized.
Baldwin Technology Profit Sharing and Savings Plan
June 29, 2009
|
|
|
/s/ John D. Lawlor
John D. Lawlor, Plan Administrator
|
|
|
Baldwin Americas Corporation |
|
|
12