<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1995.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
PRESSTEK, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0415170
- ------------------------------ ----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8 Commercial Street, Hudson, New Hampshire 03051
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
1994 Stock Option Plan
----------------------------------------------
(Full title of the plan)
Mr. Richard A. Williams, Executive Vice President, Presstek, Inc.
8 Commercial Street, Hudson, New Hampshire 03051
-----------------------------------------------------------------
(Name and address of agent for service)
(603) 595-7000
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registra-
to be Registered be Registered Share(1) Price(1) tion Fee
- ------------------- ------------- --------- --------- ----------
Common Stock, par 1,250,000 shares $41.00 $ 51,250,000 $17,672.41
value $.01
per share(2)
(1) Estimated solely for the purposes of calculating the registration
fee and based (a) as to the 607,500 shares purchasable upon the exercise of
options already granted under the registrant's 1994 Stock Option Plan
("Plan"), upon the average price at which such options may be exercised and
(b) as to the remaining 642,500 shares issuable upon exercise of options
reserved for issuance under the Plan, on the basis of the average of the high
and low prices for the Common Stock as quoted on NASDAQ on July 14, 1995.
(2) Pursuant to Rule 416, there are also being registered additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee
Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
PROSPECTUS
PRESSTEK, INC.
115,000 Shares of Common Stock
This Prospectus relates to an offering by certain persons as
selling stockholders (the "Selling Stockholders"), of up to 115,000 shares of
common stock, $.01 par value (the "Common Stock") of Presstek, Inc. (the
"Company") issuable upon exercise of options granted under the Company's 1994
Stock Option Plan (the "Plan"). The Common Stock is traded on the NASDAQ
National Market System under the symbol "PRST." On July 19, 1995, the last
sale price of the Common Stock as reported on NASDAQ was $58.75 per
share. The Company will not receive any of the proceeds of the sale of
Common Stock by the Selling Stockholders. See "Selling Stockholders."
The Common Stock may be offered from time to time by the Selling
Stockholders through ordinary brokerage transactions in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale or at negotiated prices. See "Plan of Distribution."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "THE COMPANY."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 21, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). This
Prospectus does not contain all of the information set forth in the
Registration Statement and Exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933, as amended (the "Act").
Copies of such information, reports, proxy statements and other information
filed by the Company under the Exchange Act may be examined without charge at
the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the following Regional
Offices: 7 World Trade Center, New York, NY 10048; and 500 West Madison
Street, Chicago, IL 60661-2511. Copies can also be obtained at prescribed
rates from the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. The statements contained in this
Prospectus as to the contents of any contract or other document filed as an
Exhibit are not complete and the description of such contract or document is
qualified in its entirety by reference to such contract or document.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1994;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(3) The Company's Form 10-C for the event dated May 22, 1995; and
(4) The Company's Current Report on Form 8-K for the event dated
June 19, 1995;
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 22, 1989 as filed
under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description; and
(6) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference in and made a part of this Prospectus from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
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<PAGE>
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement.
The Company will furnish without charge, upon oral or written
request, to each person to whom this Prospectus is delivered, a copy of any
or all of the documents incorporated by reference herein other than exhibits
to such documents not specifically incorporated by reference thereto. Such
request should be directed to Presstek, Inc., 8 Commercial Street, Hudson,
New Hampshire 03051, telephone number (603) 595-7000, Attention: Corporate
Services Manager.
THE COMPANY
Presstek, Inc. (the "Company") continues to further develop and
market its proprietary, non-photographic digital imaging technologies and
system architectures (the "Direct Imaging" technologies), and consumables
primarily to the graphic arts and related imaging industries. The Company's
current Direct Imaging technologies, referred to as PEARL(TM), permit the
direct digital imaging of printing plates and films in a simple one-step
process which eliminates the need for photographic processes and the
hazardous waste materials associated with these processes. The Company's
system accepts digital files from both desktop and other electronic prepress
systems and images the color separated pages directly on to the Company's
proprietary printing plates and film consumables.
PEARL, is a high resolution, high powered semiconductor laser
diode imaging technology and is the result of significant past development
efforts by the Company. The Company believes that PEARL represents a
significant technological breakthrough for the worldwide printing and
publishing industry and has several applications for it and its consumables
in the graphic arts industry: a printing press (the "Direct Imaging Printing
Press") and a stand-alone computer direct-to-plate imaging device (the "PEARL
Platesetter"), both of which incorporate the Company's PEARL Direct Imaging
technology. PEARL uses its precision, high powered semiconductor laser diode
to ablate, or remove the materials from the surface of the Company's plates
to produce precisely positioned and formed laser dots at resolutions up to
2540 dots per inch. When these laser dots are combined under the Company's
proprietary system (software, firmware and hardware) they form printers' dots
from which high quality, lithographic color print images are printed. The
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<PAGE>
graphic arts industry recognizes that the automation and simplification of
the color printing process resulting from the use of these types of computer
direct-to-plate and direct-to-press devices, will provide significant
reductions in the time and cost of multi-color lithographic printing.
Therefore, the Company believes that the graphic arts industry will move with
ever increasing speed towards computer-to-plate imaging devices and direct-
to-press printing systems. The Company also believes that its PEARL laser
ablation imaging technology's ability to produce high quality printed
materials, with freedom from environmental concerns, represents a significant
breakthrough in the rapidly expanding market for computer-to-plate/press
products. As a result, the Company believes its past investments in its
proprietary PEARL Direct Imaging technology and its years of experience in
developing digital imaging systems (software, firmware and hardware) places
the Company in a significant position in the markets it has chosen to serve.
The Company continues to pursue a strategy based on alliances and
relationships with major corporations in the graphic arts and other
industries encompassing licensing, product development and commercialization,
manufacturing, marketing, distribution, sales and services. The Company and
Heidelberger Druckmaschinen AG ("Heidelberg"), the world's largest
manufacturer of printing presses and printing equipment, based in Germany,
have jointly developed the first Heidelberg Direct Imaging Printing Press
(the "GTO-DI"). The Company and Heidelberg have recently experienced a wider
range of market applications, and a greater market acceptance and demand due
to the improved image quality the current PEARL equipped GTO-DI press offers
the market. As a result, the Company's relationship with Heidelberg has been
expanded to include a new, recently introduced four color, fully automated
lithographic press which incorporates an improved implementation of the
Company's PEARL Direct Imaging technologies. This new press, which has a
smaller "footprint" than existing four color presses, employs the Company's
recently developed automatic plate changing cylinder which eliminates the
need for manually changing plates between jobs. This new press also employs
many other innovations which will result in reduced costs per printed page.
Currently, the Company is engaged in discussions relating to additional
strategic relationships and/or arrangements focused principally on the PEARL
Platesetter, other Direct Imaging Printing Presses and the manufacture and
distribution of the Company's consumables, for these and other applications.
The Company's business is subject to numerous risks, including,
among other things, risks relating to finalization of design and development
of certain products incorporating the Direct Imaging technology; competition;
risks associated with product or technology obsolescence; and uncertainty of
market acceptance of newly developed products and continued acceptance of
current products and the ability of the Company to protect the proprietary
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<PAGE>
rights of its products. Achieving market acceptance for any products
incorporating the Company's Direct Imaging technology requires efforts and
expenditures of significant funds, either by the Company, its strategic
partners or both. There can be no assurance that any such products will
achieve market acceptance, that the Company will enter into additional
strategic alliances, or that the Company's existing strategic relationships
will prove to be successful. There can be no assurance that the Company will
continue to achieve significant revenues or profitable operations.
The Company was organized under the laws of the State of Delaware
in September 1987. The Company's principal executive office is located at 8
Commercial Street, Hudson, New Hampshire 03051 and its telephone number is
(603) 595-7000.
SELLING STOCKHOLDERS
The following table sets forth information concerning the
beneficial ownership of Common Stock by the Selling Stockholders as of the
date of this Prospectus and the number of shares which may be offered and
sold pursuant to this Prospectus.
<TABLE>
<CAPTION>
Shares
Shares Beneficially
Position Beneficially Shares Owned
with Owned Prior Being After
Name(1) Company to Offering(2)(3) Offered(4) Offering Percent(5)
- ------- ------- ----------------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Robert Executive -0-(6) 100,000 -0- *
Verrando(1) Vice
President
Glenn J. Chief 17,500 15,000 2,500 *
DiBenedetto Financial
Officer
</TABLE>
_____________
* Less than one percent.
(1) The address of each of the Selling Stockholders is c/o Presstek, Inc.,
8 Commercial Street, Hudson, New Hampshire 03051.
(2) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them.
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<PAGE>
(3) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Prospectus
upon the exercise of warrants or options. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants
that are held by such person (but not those held by any other person)
and which are exercisable within 60 days from the date of this
Prospectus have been exercised.
(4) Represents shares subject to options which, as of the date of this
Prospectus, have not been exercised and includes all shares subject to
options, whether or not currently exercisable.
(5) Based upon 14,551,744 shares of Common Stock outstanding as of the date
of this prospectus and assumes the sale of all of the shares being
offered by the Selling Stockholders pursuant to this Prospectus.
(6) Does not include options to purchase 100,000 shares which are not
exercisable within 60 days from the date of this Prospectus.
PLAN OF DISTRIBUTION
The Common Stock received by the Selling Stockholders upon exercise
of the options granted under the Plan may be sold from time to time as market
conditions permit in the over-the-counter market, or otherwise, at prices and
terms then prevailing or at prices related to the then-current market price,
or in negotiated transactions. The shares offered hereby may be sold by one
or more of the following methods, without limitation: (a) a block trade in
which a broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale
by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (d) face-to-face transactions between sellers and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts
from Selling Stockholders in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Act in
connection with such sales.
-6-
<PAGE>
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon
by Tenzer Greenblatt LLP, New York, New York.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
and has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
INDEMNIFICATION
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being
or having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its
stockholders for monetary damages arising out of certain alleged breaches of
their fiduciary duty. Section 102(b)(7) provides that no such limitation of
liability may affect a director's liability with respect to any of the
following: (i) breaches of the director's duty of loyalty to the corporation
or its stockholders; (ii) acts or omissions not made in good faith or which
involve intentional misconduct of knowing violations of law; (iii) liability
for dividends paid or stock repurchased or redeemed in violation of the
Delaware General Corporation Law; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does not
authorize any limitation on the ability of the corporation or its
stockholders to obtain injunctive relief, specific performance or other
equitable relief against directors.
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation, as amended, provides that no director shall be personally
liable to the Company or any of its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except to the extent such
elimination or limitation is prohibited by the Delaware General Corporation Law.
In addition, Article Tenth of the Company's Amended and Restated Certificate
of Incorporation and Article X of the By-Laws of the Company provides in
-7-
<PAGE>
substance that, to the fullest extent permitted by Delaware law, each director
and officer shall be indemnified by the Company against reasonable costs and
expenses, including attorney's fees, and any liabilities which he or she may
incur in connection with any action to which he or she may be made a party by
reason of his or her being or having been a director or officer of the
Company. The indemnification provided by the Company's By-Laws and Certificate
of Incorporation is not deemed exclusive of or in any way to limit any other
rights which any person seeking indemnification may be entitled.
Insofar as indemnification for liabilities under the Act may be
permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
-8-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item (7) Incorporation of Documents by Reference.
The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
a. The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
b. The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(3) The registrant's Form 10-C for the event dated May 22, 1995;
(4) The registrant's Current Report on Form 8-K for the event
dated June 19, 1995;
(5) The description of the registrant's common stock, par value
$.01 per share (the "Common Stock"), contained in the registrant's
Registration Statement filed on Form 8-A dated March 22, 1989 as filed under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description; and
(6) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated
by reference herein is modified or superseded for all purposes to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document which is incorporated by reference modifies or
replaces such statement.
Item (8) Description of Securities.
Not applicable.
Item (9) Interests of Named Experts and Counsel.
Not applicable.
Item (10) Indemnification of Directors and Officers.
II-1
<PAGE>
Sections 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their
officers and directors under certain circumstances against expenses and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its
stockholders for monetary damages arising out of certain alleged breaches of
their fiduciary duty. Section 102(b)(7) provides that no such limitation of
liability may affect a director's liability with respect to any of the
following: (i) breaches of the director's duty of loyalty to the corporation
or its stockholders; (ii) acts or omissions not made in good faith or which
involve intentional misconduct of knowing violations of law; (iii) liability
for dividends paid or stock repurchased or redeemed in violation of the
Delaware General Corporation Law; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does not
authorize any limitation on the ability of the corporation or its
stockholders to obtain injunctive relief, specific performance or other
equitable relief against directors.
Article NINTH of the Company's Amended and Restated Certificate of
Incorporation, as amended, provides that no director shall be personally
liable to the Company or any of its stockholders for monetary damages for
breach of his or her fiduciary duty as a director except to the extent such
elimination or limitation is prohibited by the Delaware General Corporation
Law. In addition, Article TENTH of the Company's Amended and Restated
Certificate of Incorporation and Article X of the By-Laws of the Company
provides in substance that, to the fullest extent permitted by Delaware law,
Each director and officer shall be indemnified by the Company against
reasonable costs and expenses, including attorneys fees, and any liabilities
which he or she may incur in connection with any action to which he or she
may be made a party by reason of his or her having been a director or officer
of the Company. The indemnification provided by the Company's By-Laws and
Certificate of Incorporation is not deemed exclusive of or in any way to
limit any other rights which any person seeking indemnification may be
entitled.
Item (11) Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item (12) Exhibits.
Exhibit No. Description
----------- -----------
4.1 1994 Stock Option Plan of the registrant (the
"Plan"), incorporated by reference to Exhibit 10(r)
filed with the registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
4.2 Form of agreement pursuant to which incentive stock
options under the Plan are granted
4.3 Form of agreement pursuant to which non-qualified
stock options under the Plan are granted
4.4 Amended and Restated Certificate of Incorporation
of the Company, incorporated by reference to Exhibit
3(a)(1) of the Company's Registration Statement No.
33-27112.
4.5 Certificate of Amendment to the Amended and Restate
Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3(a)(2) of the
Company's Registration Statement No. 33-27112.
4.6 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company filed
June 3, 1994, incorporated by reference to Exhibit
3(a)(3) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
4.7 By-laws of the Company, Incorporated by reference to
Exhibit 3(b) of the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page II-5 of this
Registration Statement)
II-3
<PAGE>
Item (13) Undertakings.
i. 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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(7)(ii) do
not apply 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 Securities 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.
ii. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's 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 plan's 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.
II-4
<PAGE>
iii. 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 procedures,
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 Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, in the City of Hudson, State of New Hampshire, on
this 17th day of July, 1995.
PRESSTEK, INC.
----------------------------
(Registrant)
By: /s/ Richard A. Williams
---------------------------
Richard A. Williams,
Executive Vice President
Each person whose individual signature appears below hereby
authorizes each of Robert E. Verrando and Richard A. Williams or either of
them as his true and lawful attorney-in-fact with full power of substitution
to execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard A. Williams Executive Vice July 17, 1995
- ----------------------- President, Secretary and
Richard A. Williams Director, (Acting
Principal Executive
Officer)
/s/ Robert E. Verrando Executive Vice President July 17, 1995
- ----------------------- and Director
Robert E. Verrando
/s/ Robert Howard Chairman of the Board July 17, 1995
- ----------------------- and Director
Robert Howard
/s/ Dr. Lawrence Howard Vice Chairman of the July 17, 1995
- ----------------------- Board and Director
Dr. Lawrence Howard
/s/ Harold N. Sparks Director July 17, 1995
- -----------------------
Harold N. Sparks
/s/ Bert DePamphillis Director July 17, 1995
- -----------------------
Bert DePamphilis
/s/ Glenn J. DiBenedetto Chief Financial Officer July 17, 1995
- ----------------------- (Principal Financial and
Glenn J. DiBenedetto Accounting Officer)
II-6
<PAGE>
Exhibit Index
Exhibit No. Description Page
- ----------- ----------- ----
4.1 1994 Stock Option Plan of the registrant
(the "Plan"), incorporated by reference
to Exhibit 10(r) filed with the
registrant's Annual Report on Form 10-K
for the year ended December 31, 1994.
4.2 Form of agreement pursuant to which 21
incentive stock options under the Plan
are granted
4.3 Form of agreement pursuant to which 25
non-qualified stock options under the
Plan are granted
4.4 Amended and Restated Certificate of
Incorporation of the Company, incorporated
by reference to Exhibit 3(a)(1) of the
Company's Registration Statement No. 33-27112.
4.5 Certificate of Amendment to the Amended and
Restate Certificate of Incorporation of the
Company, incorporated by reference to Exhibit
3(a)(2) of the Company's Registration
Statement No. 33-27112.
4.6 Certificate of Amendment to the Amended
and Restated Certificate of Incorporation of
the Company filed June 3, 1994, incorporated
by reference to Exhibit 3(a)(3) of the
Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
4.7 By-laws of the Company, incorporated by
reference to Exhibit 3(b) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993.
5 Opinion of Tenzer Greenblatt LLP 29
23.1 Consent of Deloitte & Touche, LLP 31
23.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page II-6 of
this Registration Statement)
<PAGE>
EXHIBIT 4.2
INCENTIVE STOCK OPTION AGREEMENT
PRESSTEK, INC.
AGREEMENT made as of this ____ day of _________, 199_ (the "Grant
Date") between Presstek, Inc. (the "Company"), a Delaware corporation, having
a principal place of business in Hudson, New Hampshire, and
__________________ (the "Grantee") residing at ________________________.
WHEREAS, the Company desires to grant to the Grantee an Incentive
Stock Option to purchase shares of its common stock of a par value of $.01 a
share (the "Shares"), under and for the purposes of the 1994 Stock Option
Plan of the Company (the "Plan") pursuant to the terms thereof;
WHEREAS, the Company and the Grantee understand and agree that
unless otherwise defined herein any terms used herein have the same meanings
as in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the
parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Grantee the
right and option to purchase all or any part of an aggregate of _____________
(___) shares of its Common Stock, $.01 par value, on the terms and conditions
and subject to all the limitations set forth herein and in the Plan, which is
incorporated herein by reference. The Grantee acknowledges receipt of a copy
of the Plan.
2. Purchase Price. The purchase price of the Shares covered by
the Option shall be $___ per share.
3. Exercise of Option. The Option granted hereby shall be
exercisable as to _____% of the Shares covered thereby, on a cumulative
basis, [on the first, second, third, fourth and fifth anniversary of the
Grant Date] [The option granted hereby shall be exercisable in full,
immediately].
4. Term of Option. The option shall terminate ___ (__) years
from the date of this Agreement, but shall be subject to earlier termination
as provided herein or in the Plan.
If the Grantee ceases to be employed by the Company for any reason
other than death, Disability, termination for cause or voluntary termination
without the consent of the Company, the Option may be exercised within thirty
(30) days after the date the Grantee ceases to be an employee, or within ___
(_) years from the granting of the Option, whichever is earlier, but may not
be exercised thereafter. In such event, the Option shall be exercisable only
to the extent that the right to purchase Shares under the Plan has accrued
and is in effect at the date of such cessation of employment.
In the event the Grantee's employment is terminated by the Company
for "cause" (as defined in the Plan), or voluntarily by the Grantee without
the consent of the Company, the Grantee's right to exercise any unexercised
portion of this Option shall cease forthwith, and this Option shall thereupon
terminate.
In the event of Disability of the Grantee (as determined by the
Board of Directors of the Company or the 1994 Stock Option Plan Committee of
the Company, as the case may be, and as to the fact and date of which the
Grantee is notified by the Board or that Committee, as the case may be, in
writing), the Option shall be exercisable within thirty (30) days after the
date of such Disability or, if earlier, the term originally prescribed by
this Agreement. In such event, the Option shall be exercisable to the extent
that the right to purchase the Shares hereunder has accrued on the date the
Grantee becomes Disabled and is in effect as of such determination date.
<PAGE>
In the event of the death of the Grantee while an employee of the
Company or within thirty days after the termination of employment (other than
termination for cause or without consent of the Company), the Option shall be
exercisable to the extent exercisable but not exercised as of the date of
death and in such event, the Option must be exercised, if at all, within one
(1) year after the date of death of the Grantee or, if earlier, within the
originally prescribed term of the Option.
5. Non-Assignability. The Option shall not be transferable by
the Grantee otherwise than by will or by the laws of descent and distribution
and shall be exercisable, during the Grantee's lifetime, only by the Grantee.
The Option shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
hereunder contrary to the provisions of this Section 5, or the levy of any
attachment or similar process upon the Option or such right, shall be null
and void.
6. Exercise of Option and Issue of Shares. The Option may be
exercised in whole or in part (to the extent that it is exercisable in
accordance with its terms) by giving written notice to the Company, together
with the tender of the Option price. Such written notice shall be signed by
the person exercising the Option, shall state the number of Shares with
respect to which the Option is being exercised, shall contain any warranty
required by Section 7 below and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. The Company shall pay all
original issue taxes with respect to the issue of the Shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection herewith. Except as specifically set forth herein, the holder
acknowledges that any income or other taxes due from him with respect to this
Option or the Shares issuable pursuant to this Option shall be the
responsibility of the holder. The holder of this Option shall have rights as
a shareholder only with respect to any Shares covered by the Option after due
exercise of the Option and tender of the full exercise price for the Shares
being purchased pursuant to such exercise.
7. Purchase for Investment. Unless the offering and sale of the
Shares to be issued upon the particular exercise of the Option shall have
been effectively registered under the Securities Act of 1933, as now in force
or hereafter amended, or any successor legislation (the "Act"), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:
(a) The person(s) who exercise the Option shall warrant to
the Company, at the time of such exercise, that such person(s) are acquiring
such Shares for his or her own account, for investment and not with a view
to, or for sale in connection with, the distribution of any such Shares, in
which event the person(s) acquiring such Shares shall be bound by the
provisions of the following legend which shall be endorsed upon the certifi-
cate(s) evidencing their option Shares issued pursuant to such exercise:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). Such shares may not be sold, transferred or otherwise
disposed of unless they have first been registered under the Act
or, unless, in the opinion of counsel satisfactory to the Company's
counsel, such registration is not required."
(b) The Company shall have received an opinion of its counsel
that the Shares may be issued upon such particular exercise in compliance
with the Act without registration thereunder. Without limiting the
generality of the foregoing, the Company may delay issuance of the Shares
until completion of any action or obtaining of any consent, which the Company
deems necessary under any applicable law (including without limitation state
securities or "blue sky" laws).
<PAGE>
8. Notices. Any notices required or permitted by the terms of
this Agreement or the Plan shall be given by registered or certified mail,
return receipt requested, addressed as follows:
To the Company: Presstek, Inc.
8 Commercial Street
Hudson, NH 03051
Attention: President
To the Grantee: ___________________
___________________
___________________
or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given
when mailed in accordance with the foregoing provisions. Either party hereto
may change the address of which notices shall be given by providing the other
party hereto with written notice of such change.
9. Governing Law. This Agreement shall be construed and enforced
in accordance with the law of the State of New Hampshire, except to the
extent the law of the State of Delaware may be applicable.
10. Benefit of Agreement. This Agreement shall be for the benefit
of and shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by ___________________, its duly authorized officer, and the Grantee
has hereunto set his hand, all as of the day and year first above written.
PRESSTEK, INC.
______________________________
______________________________
, Grantee
<PAGE>
EXHIBIT 4.3
NON-QUALIFIED STOCK OPTION AGREEMENT
PRESSTEK, INC.
AGREEMENT made as of this ____ day of _________, 199_ (the "Grant
Date") between Presstek, Inc. (the "Company"), a Delaware corporation, having
a principal place of business in Hudson, New Hampshire, and
__________________ (the "Grantee") residing at ________________________.
WHEREAS, the Company desires to grant to the Grantee an Non-
Qualified Stock Option to purchase shares of its common stock of a par value
of $.01 a share (the "Shares"), under and for the purposes of the 1994 Stock
Option Plan of the Company (the "Plan") pursuant to the terms thereof;
WHEREAS, the Company and the Grantee understand and agree that
unless otherwise defined herein any terms used herein have the same meanings
as in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the
parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Grantee the
right and option to purchase all or any part of an aggregate of _____________
(___) shares of its Common Stock, $.01 par value, on the terms and conditions
and subject to all the limitations set forth herein and in the Plan, which is
incorporated herein by reference. The Grantee acknowledges receipt of a copy
of the Plan.
2. Purchase Price. The purchase price of the Shares covered by
the Option shall be $___ per share.
3. Exercise of Option. The Option granted hereby shall be
exercisable as to _____% of the Shares covered thereby, on a cumulative
basis, [on the first, second, third, fourth and fifth anniversary of the
Grant Date] [The option granted hereby shall be exercisable in full,
immediately].
4. Term of Option. The option shall terminate ___ (__) years
from the date of this Agreement, but shall be subject to earlier termination
as provided herein or in the Plan.
If the Grantee ceases to be employed by the Company for any reason
other than death, Disability, termination for cause or voluntary termination
without the consent of the Company, the Option may be exercised within thirty
(30) days after the date the Grantee ceases to be an employee, or within ___
(_) years from the granting of the Option, whichever is earlier, but may not
be exercised thereafter. In such event, the Option shall be exercisable only
to the extent that the right to purchase Shares under the Plan has accrued
and is in effect at the date of such cessation of employment.
In the event the Grantee's employment is terminated by the Company
for "cause" (as defined in the Plan), or voluntarily by the Grantee without
the consent of the Company, the Grantee's right to exercise any unexercised
portion of this Option shall cease forthwith, and this Option shall thereupon
terminate.
In the event of Disability of the Grantee (as determined by the
Board of Directors of the Company or the 1994 Stock Option Plan Committee of
the Company, as the case may be, and as to the fact and date of which the
Grantee is notified by the Board or that Committee, as the case may be, in
writing), the Option shall be exercisable within thirty (30) days after the
date of such Disability or, if earlier, the term originally prescribed by
this Agreement. In such event, the Option shall be exercisable to the extent
that the right to purchase the Shares hereunder has accrued on the date the
Grantee becomes Disabled and is in effect as of such determination date.
<PAGE>
In the event of the death of the Grantee while an employee of the
Company or within thirty days after the termination of employment (other than
termination for cause or without consent of the Company), the Option shall be
exercisable to the extent exercisable but not exercised as of the date of
death and in such event, the Option must be exercised, if at all, within one
(1) year after the date of death of the Grantee or, if earlier, within the
originally prescribed term of the Option.
5. Non-Assignability. The Option shall not be transferable by
the Grantee otherwise than by will or by the laws of descent and distribution
and shall be exercisable, during the Grantee's lifetime, only by the Grantee.
The Option shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
hereunder contrary to the provisions of this Section 5, or the levy of any
attachment or similar process upon the Option or such right, shall be null
and void.
6. Exercise of Option and Issue of Shares. The Option may be
exercised in whole or in part (to the extent that it is exercisable in
accordance with its terms) by giving written notice to the Company, together
with the tender of the Option price. Such written notice shall be signed by
the person exercising the Option, shall state the number of Shares with
respect to which the Option is being exercised, shall contain any warranty
required by Section 7 below and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. The Company shall pay all
original issue taxes with respect to the issue of the Shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection herewith. Except as specifically set forth herein, the holder
acknowledges that any income or other taxes due from him with respect to this
Option or the Shares issuable pursuant to this Option shall be the
responsibility of the holder. The holder of this Option shall have rights as
a shareholder only with respect to any Shares covered by the Option after due
exercise of the Option and tender of the full exercise price for the Shares
being purchased pursuant to such exercise.
7. Purchase for Investment. Unless the offering and sale of the
Shares to be issued upon the particular exercise of the Option shall have
been effectively registered under the Securities Act of 1933, as now in force
or hereafter amended, or any successor legislation (the "Act"), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:
(a) The person(s) who exercise the Option shall warrant to
the Company, at the time of such exercise, that such person(s) are acquiring
such Shares for his or her own account, for investment and not with a view
to, or for sale in connection with, the distribution of any such Shares, in
which event the person(s) acquiring such Shares shall be bound by the
provisions of the following legend which shall be endorsed upon the certifi-
cate(s) evidencing their option Shares issued pursuant to such exercise:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). Such shares may not be sold, transferred or otherwise
disposed of unless they have first been registered under the Act
or, unless, in the opinion of counsel satisfactory to the Company's
counsel, such registration is not required."
(b) The Company shall have received an opinion of its counsel
that the Shares may be issued upon such particular exercise in compliance
with the Act without registration thereunder. Without limiting the
generality of the foregoing, the Company may delay issuance of the Shares
until completion of any action or obtaining of any consent, which the Company
deems necessary under any applicable law (including without limitation state
securities or "blue sky" laws).
<PAGE>
8. Notices. Any notices required or permitted by the terms of
this Agreement or the Plan shall be given by registered or certified mail,
return receipt requested, addressed as follows:
To the Company: Presstek, Inc.
8 Commercial Street
Hudson, NH 03051
Attention: President
To the Grantee: ___________________
___________________
___________________
or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given
when mailed in accordance with the foregoing provisions. Either party hereto
may change the address of which notices shall be given by providing the other
party hereto with written notice of such change.
9. Governing Law. This Agreement shall be construed and enforced
in accordance with the law of the State of New Hampshire, except to the
extent the law of the State of Delaware may be applicable.
10. Benefit of Agreement. This Agreement shall be for the benefit
of and shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by ___________________, its duly authorized officer, and the Grantee
has hereunto set his hand, all as of the day and year first above written.
PRESSTEK, INC.
______________________________
______________________________
, Grantee
<PAGE>
EXHIBIT 5
TENZER GREENBLATT LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 573-4300
July 19, 1995
Presstek, Inc.
8 Commercial Street
Hudson, New Hampshire 03051
Gentlemen:
You have requested our opinion with respect to the offering by you,
Presstek, Inc., a Delaware corporation (the "Company"), pursuant to the
provisions of the Company's 1994 Stock Option Plan (the "Plan") and a
Registration Statement (the "Registration Statement") on Form S-8, under the
Securities Act of 1933, as amended (the "Act"), of up to 1,250,000 shares
(the "Shares") of Common Stock, par value $.01 per share, of the Company.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter
expressed. With respect to such examination, we have assumed the genuineness
of all signatures appearing on all documents presented to us as originals,
and the conformity to the originals of all documents presented to us as
conformed or reproduced copies. Where factual matters relevant to such
opinion were not independently established, we have relied upon certificates
of appropriate state and local officials, and upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares have
been duly and validly authorized and, when sold, paid for and issued as
contemplated by the Plan and the Registration Statement, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a
part thereof. In giving this consent, we do not thereby concede that we come
within the categories of persons whose consent is required by the Act or the
General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Tenzer Greenblatt LLP
---------------------------
TENZER GREENBLATT LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Presstek, Inc. on Form S-8 of our report dated March 15, 1995 appearing in
the Annual Report on Form 10-K of Presstek, Inc. for the year ended December
31, 1994 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche, LLP
- ---------------------------
DELOITTE & TOUCHE, LLP
Bedford, New Hampshire
July 17, 1995
