SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE PLAN YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 1-9334
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BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
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(Full title of the plan)
C/O BALDWIN AMERICAS CORPORATION
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12 COMMERCE DRIVE
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SHELTON, CT 06484
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(Address of the plan)
BALDWIN TECHNOLOGY COMPANY, INC.
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12 COMMERCE DRIVE
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SHELTON, CT 06484
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(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)
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2003 3
Notes to Financial Statements 4-8
Supplemental Schedule: *
Schedule of Assets (Held at End of Year) at December 31, 2003 9
Signatures 10
EXHIBIT #1 - Consent of Independent Registered Public Accounting Firm
* 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 Participants and Administrator of
the Baldwin Technology Profit Sharing and Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Baldwin Technology Profit Sharing and Savings Plan (the "Plan") at
December 31, 2003 and 2002, and the changes in net assets available for benefits
for the year ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with the 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted 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, 2003 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 Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's 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.
PricewaterhouseCoopers LLP
Stamford, CT
June 28, 2004
1
Baldwin Technology Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
December 31, December 31,
2003 2002
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Assets:
Investments, at fair value $ 9,668,364 $ 10,001,252
Participant loans 93,557 232,431
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9,761,921 10,233,683
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Receivables:
Employer's contribution -- 60,220
Participants' contributions 12,327 7,993
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Total receivables 12,327 68,213
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Net assets available for benefits $ 9,774,248 $ 10,301,896
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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
Year Ended
December 31, 2003
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Additions:
Participants' contributions $ 472,213
Employers' contributions 111,597
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583,810
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Investment income:
Interest 16,058
Dividends 165,769
Net appreciation in fair value of investments 1,669,309
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Total investment income 1,851,136
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Total additions 2,434,946
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Deductions:
Benefits paid to participants 2,962,048
Administrative expenses 546
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Total deductions 2,962,594
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Net decrease (527,648)
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Net assets available for benefits:
Beginning of year 10,301,896
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End of year $ 9,774,248
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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
Plan sponsors who adopted a prototype plan were required to amend their plans to
include provisions required by the Uruguay Round Agreements Act (GATT);
Uniformed Services Employment and Reemployment Rights Act (USERRA); Small
Business Job Protection Act (SBJPA); Taxpayer Relief Act of 1997; IRS
Restructuring and Reform Act of 1998; and Community Renewal Tax Relief Act of
2000 (collectively known as "GUST") by September 30, 2003. The Baldwin Plan was
amended on September 1, 2003 to conform to GUST requirements. The plan was
further amended on September 1, 2003 to conform to the Required Minimum
Distribution Model Amendment as required by Internal Revenue Code 401(a)(9). A
determination letter was filed for by the prototype plan sponsor and a favorable
opinion letter was received from the Internal revenue Service on April 23, 2002.
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, 2003 was
$12,000. 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 $2,000 for the year ended December 31,
2003.
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 fifteen 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 continue to become vested in employer
Discretionary Contributions, based upon their years of vesting service, as shown
below:
Full years of Percent
Vesting Service Vested
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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 $5,000 or less 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,
may be paid to the participant or remain in the Plan at the Plan Administrator's
option. 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.
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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 participant's
account and bear interest at rates of prime plus 1%, currently ranging from
5.25% to 10.50%, 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 as additional employer contributions. Accumulated forfeitures totaled
$60,016 and $131,263 at December 31, 2003 and 2002, respectively. During the
plan year ending December, 31, 2003 the Company utilized $88,008 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 Valuation
The Plan's investments are stated at fair market value, the last sales price of
the last business day of the year, as reported as of the close of regular
trading.
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, 2003 and 2002 amounted to $19,219 and $5,496,
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, 2003 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 depreciation in fair value of its investments,
which consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
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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, 2003 $46,640 of the
Plan assets remained to be distributed, and will only be distributed when
instructed by the participants to do so. These participants may remain in the
Plan indefinitely as inactive participants.
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 an affiliate of
MFS Retirement Services, Inc. ("MFS"). MFS 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, 2003 were $546. In addition, the Company
pays certain costs on behalf of the Plan.
At December 31, 2003 and 2002, the Plan held 164,448 and 180,349 shares
respectively, of the Baldwin Technology Company, Inc. Class A Common Stock with
a fair value of $378,230 and $79,354, respectively.
NOTE 4 - INVESTMENTS
The following investments represented 5 percent or more of the Plan's net assets
at either December 31, 2003 or 2002:
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December 31,
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2003 2002
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MFS Institutional Fixed Fund $1,701,114 $2,215,369
MFS Total Return Fund $1,791,335 $2,170,580
MFS Massachusetts Investors Trust $1,679,897 $1,556,403
MFS Emerging Growth Fund $1,409,292 $1,140,728
MFS Global Equity Fund $1,024,280 $ 846,597
Van Kampen Emerging Growth Fund $ 668,886 $ 575,751
PIMCO Total Return Fund $ 539,049 $1,007,741
During the year ended December 31, 2003, the Plan's investments (including gains
and losses on investments sold during the year) appreciated in value by
$1,669,309 as follows:
Year Ended
December 31, 2003
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Mutual Funds $ 1,313,475
Baldwin Stock Fund 355,834
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$ 1,669,309
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NOTE 5 - FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated April 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.
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BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2003
Identity Of Issue/
Description Of Investment Current Value
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*MFS Institutional Fixed Fund / Collective Investment Trust $ 1,701,114
*MFS Total Return Fund / Common Stock & Bonds 1,791,335
*MFS Massachusetts Investors Trust / Common Stock 1,679,897
*MFS Emerging Growth Fund / Common Stock 1,409,292
*MFS Global Equity Fund / Equities 1,024,280
PIMCO Total Return Fund / Bonds 539,049
Van Kampen Emerging Growth Fund / Common Stock 668,886
*Baldwin Stock Fund / Common Stock 397,524
*MFS Mid-Cap Growth Fund / Common Stock 17,410
Munder Index 500 Fund / Common Stock 117,884
Neuberger Berman Genesis Advisor Fund / Common Stock 186,919
Van Kampen Common Stock Fund / Common Stock 77,205
Conservative Allocation Fund / Common Stock 19,739
Moderate Allocation Fund / Common Stock 37,830
*Participant loans (interest rates ranging from 5.25% to 10.50%) 93,557
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Total Assets (Held at End of Year) $ 9,761,921
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* These represent parties-in-interest investments.
* 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 28, 2004
/s/ John D. Lawlor
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John D. Lawlor, Plan Administrator
Baldwin Americas Corporation
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