- Post-Effective Amendment to an S-8 filing (S-8 POS)
17 3월 2012 - 4:18AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on March 16, 2012
Registration No. 333-157437
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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.
1
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
BALDWIN TECHNOLOGY COMPANY,
INC.
(Exact name of registrant as
specified in its charter)
Delaware
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13-3258160
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification
No.)
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2 Trap Falls Road, Suite
402
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06484
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Shelton,
Connecticut
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(Address of Principal Executive
Offices)
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Zip
Code
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BALDWIN
TECHNOLOGY COMPANY, INC.
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2005 EQUITY COMPENSATION
PLAN
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(Full title of the
plan)
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Helen P. Oster, Esq.
Corporate
Secretary
Baldwin Technology Company, Inc.
2 Trap Falls Road, Suite 402
Shelton, Connecticut
06484
(Name and address of agent for
service)
(203) 402-1004
(Telephone number, including area code,
of agent for service)
Copies of all communications, including
all communications sent to the agent for service, should be sent to:
Copy to:
David W. Pollak, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Tel: (212) 309-6058
Facsimile: (212) 309-6001
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 definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act:
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting
company)
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EXPLANATORY NOTE
DEREGISTRATION OF
SECURITIES
This Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration Statement of Baldwin Technology
Company, Inc. (the
Company
)
on Form S-8 (Registration No. 333-157437), filed with the
Securities and Exchange Commission (the
SEC
) on February 20, 2009 (the
Registration Statement
), which registered the offering of 1,000,000 shares of Class
A Common Stock, $0.01 par value (
Class A
Common Stock
), which may be issued 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.
On or about March 20, 2012, pursuant to
the Agreement and Plan of Merger, dated as of December 22, 2011 (the
Merger Agreement
), by and among the Company, Forsyth Capital Investors, LLC, a Missouri
limited liability company (
FCI
), Forsyth Baldwin, LLC, a
Missouri limited liability company, Forsyth Baldwin Mezzanine, Inc., a Missouri
corporation, and Forsyth Baldwin, Inc., a Delaware corporation
(
Merger Sub
), Merger Sub will merge with and into the Company with the
Company being the surviving corporation and a wholly-owned indirect subsidiary
of FCI (the
Merger
). The Merger Agreement and the Merger were approved by the Companys
stockholders on March 15, 2012. As a result of the pending Merger, the Company
has terminated all offerings of its Class A Common Stock pursuant to its
existing registration statements, including the Registration Statement.
In connection with the Merger and other
transactions contemplated by the Merger Agreement, and in accordance with an
undertaking made by the Company in the Registration Statement to remove from
registration by means of a post-effective amendment, any shares of Class A
Common Stock which remain unsold at the termination of the offering, the Company
hereby removes and withdraws from registration all securities of the Company
registered pursuant to the Registration Statement that remain unsold as of the
date hereof.
SIGNATURE
Pursuant to the requirements of the
Securities Act, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Shelton, the State of Connecticut, on
this 16th day of March 2012.
BALDWIN TECHNOLOGY COMPANY, INC.
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By:
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/s/ Helen P. Oster
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Helen P. Oster
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Corporate
Secretary
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Pursuant to the
requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
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Name
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Date
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Title
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March 16, 2012
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Chairman of the Board and
a
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/s/ Gerald A. Nathe
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Director
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Gerald A. Nathe
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March 16, 2012
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President, Chief
Executive
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/s/ Mark T. Becker
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Officer and a Director
(principal
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Mark T.
Becker
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executive officer)
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(Principal Executive Officer)
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March 16, 2012
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Chief Financial Officer,
Treasurer
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/s/ Ivan R. Habibe
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and Vice President of
Global
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Ivan R.
Habibe
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Administrative Services
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(Principal Financial Officer)
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March 16, 2012
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Controller and Chief
Accounting
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/s/
Leon Richards
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Officer
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Leon
Richards
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(Principal Accounting Officer)
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March 16, 2012
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Director
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/s/ Rolf Bergstrom
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Rolf Bergstrom
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March 16, 2012
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Director
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/s/
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*
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Samuel B. Fortenbaugh III
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March 16, 2012
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Director
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/s/ Paul J. Griswold
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Paul J. Griswold
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March 16, 2012
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Director
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/s/ Ronald B. Salvagio
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Ronald B. Salvagio
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March 16, 2012
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Director
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/s/ Claes Warnander
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Claes Warnander
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*By:
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/s/
Helen P. Oster
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Helen P. Oster
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Attorney-in-fact
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