11-K
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PLAN YEAR ENDED DECEMBER 31, 2007
OR
     
o   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
         
    Page(s)
 
       
    1  
 
       
Financial Statements:
       
    2  
 
       
    3  
 
       
    4-9  
 
       
Supplemental Schedule: *
       
    10  
 
       
    11  
 
*   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.

 


 

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, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing 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, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
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, 2007, 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 Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.
/s/ McGladrey & Pullen, LLP
Stamford, Connecticut
June 27, 2008

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Baldwin Technology Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31,     December 31,  
    2007     2006  
 
               
Assets:
               
Investments, participant directed at fair value
  $ 13,489,089     $ 10,019,570  
Participant loans
    109,046       131,595  
 
           
 
    13,598,135       10,151,165  
 
           
 
               
Receivables:
               
Employer’s contributions
    64,785       40,642  
Participants’ contributions
    13,134       12,693  
 
           
Total receivables
    77,919       53,335  
 
           
 
               
Net assets available for benefits at fair value
  $ 13,676,054     $ 10,204,500  
 
           
 
               
Adjustment from fair value to contract value for investments in common collective trust funds related to fully benefit-responsive investment contracts
    16,682       20,082  
 
           
 
               
Net assets available for benefits
  $ 13,692,736     $ 10,224,582  
 
           
The accompanying notes are an integral part of these financial statements.

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Baldwin Technology Profit Sharing and Savings Plan
Statement of Changes in Net Assets Available for Benefits
         
    Year Ended  
    December 31, 2007  
 
       
Additions:
       
Participants’ contributions
  $ 439,156  
Employer’s contributions
    209,980  
Rollover of assets from affiliated entity’s plan
    3,166,579  
 
     
 
    3,815,715  
 
     
 
       
Investment income:
       
Interest
    8,707  
Dividends
    855,549  
Net appreciation in fair value of investments
    160,075  
 
     
Total investment income
    1,024,331  
 
     
 
       
Total additions
    4,840,046  
 
     
 
       
Deductions:
       
Benefits paid to participants
    1,371,023  
Administrative expenses
    869  
 
     
Total deductions
    1,371,892  
 
     
 
       
Net increase
    3,468,154  
 
       
Net assets available for benefits:
       
Beginning of year
    10,224,582  
 
     
 
       
End of year
  $ 13,692,736  
 
     
The accompanying notes are an integral part of these financial statements.

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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 Plan’s 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 and Merger
As a result of the Company’s acquisition of Oxy-Dry Corporation in November 2006, the Company maintained two domestic profit sharing plans; the Baldwin Plan and the Oxy-Dry Corporation Employees’ Profit Sharing & Savings Plan (the “Oxy-Dry Plan”). The Company has amended the Baldwin Plan to allow for the combining of the two plans, the Baldwin Plan and the Oxy-Dry Plan, into one plan, the Baldwin Plan, effective September 1, 2007. The amendment also included a change to the Adoption Agreement of the Baldwin Plan recognizing all years of service with the Oxy-Dry Plan for purposes of vesting and eligibility in the Baldwin Plan.
On December 18, 2007 pursuant to the Plan amendment, the Company completed the merger of assets from the Oxy-Dry Plan into the Baldwin Plan. As a result, the net assets of $3,166,579 of the Oxy-Dry Plan were rolled over into the Baldwin Plan.
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, 2007 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, 2007.
Effective January 1, 2002, the Company began making matching contributions equal to 100% of the participant’s elective deferrals up to 3% of eligible compensation, plus 50% of the participant’s 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.

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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 participant’s 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.
Vesting
Participants will, at all times, be fully vested in the fair value of their contributions. Participants vest 100% immediately in the Company’s Safe Harbor Contributions, however, participants become vested in employer Discretionary Contributions, based upon their years of vesting service, as shown below:
         
Full years of   Percent
Vesting Service   Vested
Less than 2 years
    0 %
2 but less than 3 years
    20 %
3 but less than 4 years
    40 %
4 but less than 5 years
    60 %
5 but less than 6 years
    80 %
6 or more years
    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 Plan’s 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 participant’s interest in the fixed income funds, mutual funds and stock funds. The amount of the distribution attributable to the participant’s Baldwin Stock Fund account shall be distributed in the form of shares of the Company’s 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 Administrator’s sole discretion.
Upon a participant’s termination of employment by reason of retirement, total and permanent disability or death, the entire balance of the participant’s 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 participant’s 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 participant’s 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

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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 participant’s 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
Upon a participant’s 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 $20,151 and $5,803 at December 31, 2007 and 2006, respectively. During the plan year ending December 31, 2007, the Company utilized $858 in accumulated forfeitures to reduce the Company contributions.
New Accounting Pronouncements
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 establishes a single authoritative definition of fair value and sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe the adoption of SFAS 157 will have a material impact on the financial statements.
NOTE 2 — SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans
On December 31, 2006, the Plan adopted Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-4, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP requires investment contracts held by a defined-contribution plan 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. As required by the FSP, 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 portfolio’s sponsor based on fair value of the underlying assets held by the

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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, 2007 and 2006 amounted to $14,652 and $24,692, respectively.
Participant loans are valued at cost, which approximates fair value.
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, 2007 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. In October 2002, the Company divested its former Baldwin Kansa business (“BKA”). As a result, the plan made distributions either to the former employees of BKA or to a plan established by the purchasers of BKA for the benefit of those participants who were employees of BKA. As of December 31, 2007, all of the Plan assets related to former employees of BKA were distributed as instructed by the participants.

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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 — 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, 2007 were $869. In addition, the Company pays certain costs on behalf of the Plan.
At December 31, 2007 and 2006, the Plan held 67,933 and 97,747 shares, respectively, of the Baldwin Technology Company, Inc. Class A Common Stock with a fair value of $320,644 and $488,735, respectively.
NOTE 4 — INVESTMENTS
The following investments represented 5 percent or more of the Plan’s net assets at either December 31, 2007 or 2006:
                 
    December 31,  
    2007     2006  
MFS Institutional Fixed Fund
  $ 1,692,314     $ 1,240,525  
MFS Total Return Fund
  $ 1,294,977     $ 1,426,200  
MFS Massachusetts Investors Trust
  $ 2,436,803     $ 1,652,444  
MFS Emerging Growth Fund
  $ 2,080,603     $ 1,637,479  
MFS Global Equity Fund
  $ 1,709,182     $ 1,508,988  
Neuberger Berman Genesis Advisor Fund
  $ 1,040,132     $  
MFS Mid-Cap Growth Fund
  $ 827,605     $  
Baldwin Stock Fund
  $     $ 513,429  
During the year ended December 31, 2007, the Plan’s investments (including gains and losses on investments sold during the year) appreciated in value by $160,075 as follows:
         
    Year Ended  
    December 31, 2007  
Mutual Funds
  $ 174,784  
Baldwin Stock Fund
    (14,709 )
 
     
 
  $ 160,075  
 
     
NOTE 5 — FEDERAL INCOME TAXES

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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 Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 6 — 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 Plan’s assets will be administered and distributed.
NOTE 7 — RECONCILIATION BETWEEN FINANCIAL STATEMENTS AND FORM 5500
A reconciliation of net assets available for benefits per the financial statements at December 31, 2007 to Form 5500 follows:
         
Net assets available for benefits per financial statements
  $ 13,692,736  
 
       
Adjustment between fair value and contract value related to fully benefit- responsive investment contracts held by common collective trust funds
    (16,682 )
 
     
 
       
Net assets available for benefits per Form 5500
  $ 13,676,054  
 
     
A reconciliation of net investment income per the financial statements for the year ended December 31, 2007 to Form 5500 follows:
         
Net investment income per the financial statements
  $ 1,024,331  
 
       
Adjustment between fair value and contract value related to fully benefit- responsive investment contracts held by common collective trust funds
    3,400  
 
     
 
       
Net investment income per Form 5500
  $ 1,027,731  
 
     

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BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2007
           
Identity Of Issue/      
Description Of Investment   Current Value  
 
       
*
MFS Institutional Fixed Fund / Collective Investment Trust
  $ 1,692,314  
*
MFS Total Return Fund / Common Stock & Bonds
    1,294,977  
*
MFS Massachusetts Investors Trust / Common Stock
    2,436,803  
*
MFS Emerging Growth Fund / Common Stock
    2,080,603  
*
MFS Global Equity Fund / Equities
    1,709,182  
 
PIMCO Total Return Fund / Bonds
    608,817  
 
Van Kampen Strategic Growth Fund / Common Stock
    518,163  
*
Baldwin Stock Fund / Common Stock
    335,362  
*
MFS Mid-Cap Growth Fund / Common Stock
    827,605  
 
Munder Index 500 Fund / Common Stock
    238,423  
 
Neuberger Berman Genesis Advisor Fund / Common Stock
    1,040,132  
 
Van Kampen Common Stock Fund / Common Stock
    445,230  
 
Conservative Allocation Fund / Common Stock
    12,252  
 
Moderate Allocation Fund / Common Stock
    155,243  
 
Growth Allocation Fund / Common Stock
    25,500  
 
Aggressive Growth Allocation Fund / Common Stock
    68,483  
*
Participant loans (interest rates ranging from 5.00% to 9.25%)
    109,046  
 
 
     
 
 
       
 
Total Assets (Held at End of Year)
  $ 13,598,135  
 
 
     
 
*   These represent parties-in-interest investments.
Note: Cost omitted for participant-directed investments

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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 27, 2008
     
/s/ John D. Lawlor
   
 
   
John D. Lawlor, Plan Administrator
   
Baldwin Americas Corporation
   

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