As filed with the Securities and Exchange Commission on December 18, 1996
Registration No. 333-2299
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4 to
FORM S-3
Registration Statement
Under The Securities Act of 1933
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Presstek, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 02-0415170
(State or other (I.R.S. employer
jurisdiction of identification
incorporation or number)
organization)
8 Commercial Street
Hudson, New Hampshire 03051
(603) 595-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Richard A. Williams, Chief Executive Officer
Presstek, Inc.
8 Commercial Street
Hudson, New Hampshire 03051
(603) 595-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 885-5555
Telecopier: (212) 885-5001
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box / X /
<PAGE>
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box./ /
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its affective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a) may determine.
<PAGE>
PROSPECTUS
282,846 Shares of Common Stock
PRESSTEK, INC.
This Prospectus relates to the offering by certain selling stockholders of
an aggregate of up to 282,846 shares of common stock, $.01 par value (the
"Common Stock") of Presstek, Inc. (the "Company") which were previously issued
by the Company to a limited number of individuals and entities in private
transactions. Unless the context otherwise requires, all of the foregoing
selling stockholders shall be referred to collectively as the "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
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices. The Company will not receive any of
the proceeds from the sale of Common Stock by the Selling Stockholders. See "Use
of Proceeds", "Selling Stockholders and Plan of Distribution."
The Company will pay for the expenses of this offering which are estimated
to be $70,000.
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See Glossary On Page 17 For A Definition Of Certain Terms Appearing In
This Prospectus.
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THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS COMMENCING ON
PAGE 6 OF THE PROSPECTUS."
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The market price of the Common Stock has been, and may continue to be
subject to a high degree of volatility. The high and low sales prices of the
Common Stock during the eight quarterly periods from July 1, 1994 through June
29, 1996 were $200 (which occurred in May 1996) and $12.75 (which occurred in
the quarter ended September 30, 1994), respectively. The high and low sales
prices for the year ended December 30, 1995 were $21.50 and $100, respectivly.
The high and low sales prices for the nine months ended September 28, 1996 were
$200 (which occurred on May 21, 1996) and $40 (which occurred on June 20, 1996),
respectively. The high and low and sales prices for the three months ended
September 28, 1996 were $73.25 and $44.75, respectively, See Risk Factor No. 1
on Page 6.
The Common Stock is traded in the over-the-counter market and is quoted on
the NASDAQ National Market under the symbol "PRST". On December 17, 1996, the
closing sale price of the Common Stock as reported by NASDAQ was $75.00.
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 December ___, 1996
<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"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission located at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 500 West Madison Street, Suite 1400 Chicago, Illinois 60661 and 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commision maintains a Website
that contains reports, proxy and information statements and other information
regarding registrants, such as the Company, that file electronically with the
Commission. The commission's Website address is http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (file No.
0-17541) are incorporated herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended
December 30, 1995;
(ii) Form 10-K/A, Amendment No. 1 to Form 10-K for the
fiscal year ended December 30, 1995;
(iii) Form 10-K/A, Amendment No. 2 to Form 10-K for the fiscal year
ended December 30, 1995;
(iv) Form 10-K/A, Amendment No. 3 to Form 10-K for the fiscal year
ended December 30 1995;
(v) Form 10-K/A Amendment No. 4 to Form 10-K the fiscal year ended
December 30, 1995
(vi) Current Report on Form 8-K for the event dated
December 28, 1995;
(vii) Form 8-K/A, Amendment No. 1 to the Current Report on
Form 8-K for the event dated December 28, 1995;
(viii) Current Report on Form 8-K for the event dated January
11, 1996;
(ix) Current Report on Form 8-K for the event dated
February 15, 1996;
(x) Form 8-K/A, Amendment No. 1 to the Current Report on
Form 8-K for the event dated February 15, 1996;
(xi) Form 8-K/A, Amendment No. 2 to the Current Report on
Form 8-K for the event dated February 15, 1996;
(xii) Form 8-K/A Amendment No. 3 to the Current Report on Form 8-K
for the event dated February 15, 1996;
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(xiii) Quarterly Report on Form 10-Q for the Quarter Ended March 30,
1996;
(xiv) Form 10-Q/A, Amendment No. 1 to the Form 10-Q for the Quarter
Ended March 30, 1996;
(xv) Form 10-Q/A, Amendment No. 2 to the Form 10-Q for the Quarter
Ended March 30, 1996;
(xvi) Current Report on Form 8-K for the event dated June 28, 1996;
(xvii) Quarterly Report on Form 10-Q for the Quarter Ended June 29,
1996;
(xviii) Quarterly Report on Form 10-Q for the Quarter Ended September
28, 1996; and
(xix) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated March 22, 1989, as filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof on the 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.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference, except for the
exhibits to such documents. Requests should be directed to Ms. Jennifer McKay
Tardif, Presstek, Inc., 8 Commercial Street, Hudson, New Hampshire 03051,
telephone: (603) 595-7000.
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<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
contained in or incorporated by reference into this Prospectus. Each prospective
investor is urged to read this Prospectus in its entirety.
The Company
The Company is engaged in the marketing of Pearl(R), the Company's non-
photographic digital laser imaging technology, and related products and
consumables to the printing and graphic arts industries.
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<PAGE>
The Offering
Securities offered . . . . . . 282,846 shares of Common Stock by the
Selling Stockholders.
Common Stock to be outstanding
after the offering(1). . . . .. 15,383,250 shares
Use of Proceeds . . . . . . . . . The Company will not receive any
proceeds from any sales of Common Stock
by the Selling Stockholders. See "Use of
Proceeds."
Risk Factors . . . . . . . . . . The securities offered hereby involve a
high degree of risk. See "Risk Factors."
NASDAQ Symbol . . . . . . . . . . PRST
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(1) Based on shares outstanding on the date of this prospectus. Does not
include (i) approximately 1,725,000 shares of Common Stock reserved for
issuance upon exercise of outstanding stock options under the Company's
1988, 1991 and 1994 Stock Option Plans (the "Option Plans"), (ii)
approximately 363,000 shares of Common Stock reserved for issuance upon
exercise of options available for future grant under the Option Plans,
(iii) 32,500 shares of Common Stock reserved for issuance upon exercise of
options issued under the Company's Non-Employee Director Stock Option Plan
and (iv) approximately 92,500 shares of Common Stock reserved for issuance
upon exercise of options available for grant under the Company's
Non-Employee Director Stock Option Plan.
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<PAGE>
RISK FACTORS
The securities offered hereby involve a high degree of risk, including, but
not necessarily limited to, the risk factors described below. Prospective
investors should carefully consider the following risk factors inherent in and
affecting the business of the Company and this offering before making an
investment decision.
1. Volatility of Common Stock Price. The Company's Common Stock has
experienced a high level of price and volume volatility. In this regard, the
high and low sales prices of the Common Stock during the eight quarterly periods
form July 1, 1994 through June 29, 1996, as reported by Nasdaq, were $200 (which
occurred in May 1996) and $12.75 (which occurred in the quarter ended September
30, 1994), respectively. During the year ended December 30, 1995 the high and
low sales prices of the common stock were $21.50 and $100, respectivly. The high
and low sales prices for the nine months ended September 28, 1996 were $200
(which occurred on May 21, 1996) and $40 (which occurred on June 20, 1996),
respectively. The high and low sales prices for the three months ended September
28, 1996 were $73.25 and $44.75, respectively. The recent high sales price
($200) for the Common Stock represented a multiple of 1,111 times the Company's
per share earnings for the fiscal year ended December 30, 1995. There can be no
assurance that the market price of the Company's Common Stock will not be
volatile in the future.
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<PAGE>
2. Dependence on Strategic Alliances and Relationships. The Company's
strategy to date has been to enter into strategic alliances with major
corporations in the graphic arts industry encompassing licensing, research,
product development and commercialization, manufacturing, marketing, sales and
service. In January 1991, the Company entered into a master agreement (the
"Master Agreement"), a technology license agreement (the "Technology License")
and a supply agreement (the "Supply Agreement") (the foregoing agreements being
sometimes collectively referred to herein as the "Heidelberg Agreements") with
Heidelberg. Pursuant to the Heidelberg Agreements, the Company has granted
Heidelberg, through January 1997, the exclusive right, for use of the Direct
Imaging technology in the format size of the Quickmaster DI. The Company has
also granted Heidelberg a non-exclusive license to use the PEARL technology in
specified categories of presses other than the Quickmaster-DI and a sixty day
right of first refusal to obtain the exclusive licenses, on the sames terms as
being offered to a third party, before the Company can grant such exclusive
license to such other party. In consideration of such rights, Heidelberg agreed
to pay to the Company royalties on the net sales prices of various specified
types of Heidelberg presses. Revenues from Heidelberg have accounted for
substantially all of the Company's revenues to date. The terms of the Heidelberg
Agreements are for periods ending in December 2011 in the case of the Master
Agreement and Technology License. The term of the Supply Agreement, which
primarily related to the GTO-DI which is no longer produced, expired in December
1995. The Master Agreement and Technology License Agreement contain, among other
things, early termination provisions in the event of breaches and provide
Heidelberg the right to extend the agreements for an additional five year
period. The termination of the Master Agreement or Technology License Agreement
would have a material adverse effect on the Company.
In addition to these dependencies upon Heidelberg, and other strategic
partners for future sales of existing products, the timetable for finalization
of development and commercialization of certain future products incorporating
the Company's technology generally will also be dependent upon arrangements with
the Company's strategic partners. The Company has entered into an agreement with
Rexam Industries Corp. ("Rexam") with respect to their manufacture of the
Company's proprietary dry and wet offset printing plates, both aluminum and
polyester based, for use with the Direct Imaging technology. The Company has
also entered into distribution and OEM arrangements and relationships and is
currently engaged in discussions and/or negotiations relating to additional
strategic relationships and/or arrangements with respect to its PEARLsetter(TM)
product line and its Pearl based consumables. There can be no assurance that the
Company's
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<PAGE>
existing strategic relationships will prove successful or that the Company will
enter into additional strategic alliances.
3. Uncertainty of Technological Factors. The Company is currently
concentrating its development efforts on refining and improving the performance
of its Direct Imaging technology and proprietary printing plates and anticipates
that it will continue to do so. The printing and publishing industry has been
characterized in recent years by rapid and significant technological changes and
frequent new product introduction. Current competitors or new market entrants
could introduce new or enhanced products with features which render the
Company's technology, or products incorporating the Company's technology,
obsolete or less marketable. The ability of the Company to compete successfully
will depend in large measure on its ability to maintain a technically competent
research and development staff and to stay ahead of technological changes and
advances in the industry. There can be no assurance that the Company will be
able to keep pace with the competitive demands of the marketplace. Moreover,
there can be no assurance that any refined or improved versions of current
products or any new products that may be introduced in the future will be
commercially viable.
4. Limited Manufacturing Experience and Capacity; Reliance on Outside
Sources. As a result of its recent acquisition of Catalina Coatings, Inc.
("Catalina") the Company intends to have Catalina develop the equipment the
Company needs to commence manufacture of its PEARL thermal printing plates and
consumables, which it believes it will be able to accomplish in a more cost
effective manner than using currently existing arrangements. The Company
anticipates that even after the Catalina equipment is available for plate
manufacturing, the Company may rely on third parties to fulfill its
requirements. There can be no assurance that the Company will be able to
successfully manufacture thermal plates or consumables or find acceptable
alternate manufacturing arrangements if it is unable to manufacture sufficient
quantities to fulfill its requirements of such products.
The Company currently obtains the semiconductor laser diode used in its
PEARL Imaging systems from one source although it has recently qualified a
second source of diodes. Although the Company believes that there are available
various other sources for the semiconductor laser diodes and other necessary
components, parts and disposable items for both the Company's manufacturing
activities and to support the market for products incorporating the Direct
Imaging technology, sources for certain of such items are limited and there can
be no assurance that procurement or supply arrangements will continue to be
available on satisfactory terms; any inability to establish or maintain
satisfactory manufacturing or procurement or supply arrangements or significant
delays in establishing such arrangements could have a material adverse effect on
the Company or the commercialization of products incorporating the Direct
Imaging technology.
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<PAGE>
5. Uncertainty of Market Acceptance. Achieving market acceptance for any
products incorporating the Company's technology requires substantial marketing
efforts and expenditure of significant sums, either by the Company, its
strategic partners or both. Although Heidelberg has, since 1991, marketed and
sold the GTO-DI's, and since May 1995, has marketed and sold the Quickmaster DI,
both of which incorporate the Company's Direct Imaging technology, there can be
no assurance that such products will continue to achieve widespread market
acceptance or that any of the Company's other current products or any future
products that may be developed will achieve market acceptance.
6. Competition. The Company faces substantial competition in the sale of
its products and, therefore, the Company's success is subject to a high degree
of risk. Although the Company is not aware of any technology with the
capabilities of its Direct Imaging technology, as implemented in its PEARLsetter
and the Direct Imaging Printing Press applications, products incorporating the
Direct Imaging technology can be expected to face competition from conventional
presses and products utilizing existing plate-making technology, as well as
presses and other products utilizing new technologies, including other types of
direct-to-plate solutions such as companies that employ electrophotography as
their imaging technology. Cannon, Xerox Corp., Indigo N.V. and Xeikon N.V. are
corporations that have introduced color electrophotographic copier products.
The Company is also aware that there is a direction in the graphic arts
industry to create stand-alone computer-to-plate imaging devices for single and
multi-color applications. The Company anticipates that most of the major
corporations in the graphic arts industry have or are considering a
computer-to-plate imaging device which would be competitive with the Company's
Pearlsetters. To date, devices manufactured by the Company's competitors, for
the most part, utilize printing plates that require a post imaging photochemical
developing step, and in some cases, also require a heating process. This is,
nonetheless, an important step in the printing industry, as it eliminates the
use of films. Potential competitors in this area would include, among others,
Creo Products, Gerber Scientific Inc., Misomex, Optronics, a Division of
Intergraph Corporation, Komori, Krause, Scitex Corporation Ltd., Linotype-Hell,
Kodak, Dai Nippon Screen, Crosfield, a Division of Dupont, Agfa-Gevaert N.V.
("Agfa"), Polaroid Corp. and Sony Corp. The Company believes that other graphic
arts companies, such as those stated above, are likely to be working on similar
plate imaging processes that would also eliminate the production of the
hazardous materials associated with the photochemical developing process.
The Company also anticipates competition from printing plate manufacturing
companies that either manufacture, or have the potential to manufacture digital
plates. Such companies include Agfa, Polychrome Corp., a Division of Dai
Nippon
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Ink & Chemicals, Inc., Toray, Howson, a Division of Dupont, Horsell/Anitec, a
Division of International Paper, Kodak, Polaroid Corp., Mitsubishi, Fuji Photo
Film Co., Ltd. and Imation (Minnesota Mining & Mfg. Co.). Leading press
manufacturers include Heidelberg, Kamori Printing Machinery Co., Ltd.,
Mitsubishi, and MAN Roland, and, in the single color and two color press market,
Ryobi Limited, Hamada of America, Inc., AB Dick and Multigraphics. Companies
marketing conventional imagesetter equipment include Agfa-Gevaert,
Linotype-Hell, Optronics, ECRM, Crosfield and Scitex Corporation Ltd. Other
companies, which may include such major corporations as International Business
Machines Corporation, Polaroid Corp., Xerox Corporation, Canon and Eastman
Kodak, are considered by the Company to have the type of electronic and image
reproduction expertise which could encourage them to attempt to develop and
market competitive products. In addition, the Company may face competition from
platemakers, such as Dupont and Toray, which could seek to develop stand-alone
platemakers, as well as from various start-up companies which may be developing
or may attempt to develop competitive products.
Most of the companies marketing competitive products or with the potential
to do so are well-established, have substantially greater financial and other
resources than the Company and have established reputations for success in the
development, sale and service of products. There can be no assurance that the
Company, any Company product or any products incorporating the Company's
technology, will be able to compete successfully.
7. Litigation; Regulatory Matters. Between June 28, 1996 and September 9,
1996 eight lawsuits were filed against the Company and certain other defendants,
including, but not limited to the Company's officers and directors. Seven of
such actions, were purportedly brought on behalf of similarly situated classes
of defendants and were commenced in a United States District Court in either the
State of New Hampshire or the Southern District of New York. The remaining
action was filed derivately, on behalf of the Company in the Chancery Court of
the State of Delaware.
The lawsuits each contain a variety of allegations (some of them
overlapping) including, among other things, that the defendants engaged in a
plan and scheme and unlawful courses of conduct to artificially inflate,
maintain and otherwise manipulate the value of the Company's common stock in
order to cause certain of the individual defendants to profit from their sales
of the Company's common stock and to induce plaintiffs' and other members of the
purported class to purchase securities of the Company at artificially inflated
prices by, among other things, making misleading statements of material facts or
omitting to state material facts in certain press releases and certain periodic
reports. The plainfiffs allegations include violations of Section 10(b) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated
thereunder, violations of Section 20(a) of the Exchange Act, common law fraud
and deceit, negligent misrepresentation and waste of corporate assets. The
plaintiffs generally are seeking to recover unspecified damages and
reimbursement of their costs and expenses incurred in connection with the
action. Moreover the plaintiff in the derivative action is also seeking a return
to the Company of all salaries and the value of other remuneration paid to the
defendants by the Company during the time they were in breach of their fiduciary
duties and an accounting of and/or contstructive trust on the proceeds of
defendants' trading activities in the Common Stock.
The Company intends to vigorously defend all of the foregoing actions.
However, the outcome of any litigation is subject to uncertainty and a
successful claim against the Company in any of the foregoing class actions or
the derivative action could have a material adverse effect on the Company.
The Company has been advised that the Commission has entered a formal order
of private investigation with respect to certain activities by certain unamed
persons and entities in connection with the securities of the Company. The
Company has not been advised by the Staff of the Commission that the Staff
intends to recommend to the Commission that it initiate a proceeding against the
Company in connection with the foregoing investigation. There can be no
assurance that the Commission will not initiate a proceeding against the Company
and/or certain of its officers or directors in connection with its
investigation. Any such proceeding could adversely affect the Company.
8. Patents and Proprietary Rights. As of October 31, 1996, the Company has
been issued forty-seven (47) U.S. patents, five (5) Canadian patents, three (3)
European patents registered in the following countries (Austria, Belgium,
France, Germany, Great Britain, Italy, the Netherlands, Sweden and Switzerland),
and three (3) Great Britain patents, four (4) Australian patents, two (2) German
patents, and one (1) Japanese patent and has received notice of allowance for an
additional three (3) European patents, one (1) Canadian patent and three (3)
U.S. patents. The Company intends to register the additional European patents in
one or more of the following countries: Austria, Belgium, France, Germany, Great
Britain, Italy, the Netherlands, Sweden and Switzerland. The Company has applied
for and is pursuing applications for an additional seventeen (17) U.S. patents
and sixty-five (65) foreign patents (consisting of 21 Japan, 15 Canada, 14
Europe, 9 Australia, and 2 in each of Belgium, Italy and France) and anticipates
that it will apply for additional patents and for copyrights, as deemed
appropriate. There can be no assurance, however, as to the issuance of any
additional patents or the breadth or degree of protection which the Company's
patents or copyrights may afford the Company. There is rapid technological
development in the computer and image reproduction industries, resulting in
extensive patent filings and a rapid rate of issuance of new patents. Although
the Company believes that its technology has been independently
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developed and that the products it proposes to market will not infringe the
patents or violate other proprietary rights of others, it is possible that such
infringement of existing or future patents or violation of proprietary rights
may occur. In such event, the Company may be required to modify its design or
obtain a license. No assurance can be given that the Company will be able to do
so in a timely manner, upon acceptable terms and conditions or at all. The
failure to do any of the foregoing could have a material adverse effect on the
Company. Furthermore, there can be no assurance that the Company will have the
financial or other resources necessary to successfully defend a patent
infringement or proprietary rights violation action. Moreover, the Company may
be unable, for financial or other reasons, to enforce its rights under any
patents it may own.
The Company also relies on proprietary know-how and to employ various
methods to protect the source codes, concepts, ideas and documentation of its
proprietary software, which methods may include copyrights. However, such
methods may not afford complete protection and there can be no assurance that
others will not independently develop such know-how or obtain access to the
Company's know-how or software codes, concepts, ideas and documentation.
Furthermore, although the Company has and expects to have confidentiality
agreements with its employees and appropriate vendors, there can be no assurance
that such arrangements will adequately protect the Company's trade secrets.
9. Re-examination and Reissue of Patents. The Company has previously
requested that the U.S. Patent Office re-examine one of its patents and reissue
another of its patents relating to its PEARL technology as a result of
information developed after those patents had issued. The Company has also been
advised that an anonymous party has requested review by the U.S. Patent Office
of an additional patent relating to the Company's PEARL technology. The Patent
Office has decided to grant the third party's request and has allowed the
Company's application for reissue of the patent that is the subject of the
Company's request for reissuance. Although none of the Company's products
currently being produced rely solely on any of the foregoing patents, the scope
and breadth of the patent to be reissued and the patent being re-examined will
be narrowed from the patent originally issued to the Company. Furthermore,
although the Company believes that the patent subject to the third party's
request for review is no longer fundamental to its business, the scope of the
patent could be narrowed as a result of the reexamination which would reduce the
breadth and degree of the patent coverage currently afforded the Company.
10. Possible Need For Additional Financing. The Company anticipates, based
on its current proposed plans and assumptions relating to its operations, that
its existing capital resources, when combined with projected cash flow from
operations, will be sufficient to satisfy its contemplated short-term cash
requirements for operations. However, the Company could require additional
financing as early as the second fiscal quarter of 1997 to fund anticipated
production increases of Quickmaster DI kits. Moreover, the Company is currently
constructing two new facilities; a 60,000 square foot facility in Tucson,
Arizona for Catalina and a 100,000 square foot manufacturing facility in Hudson,
New Hampshire. The Company currently estimates that the total capital costs of
these projects will be approximately $28,000,000 of which approximately
$6,500,000 has been incurred to date, The Company is currently exploring various
options with respect to financing the remaining costs of the two new facilities,
including, but not limited to, state industrial development revenue bonds and
bank financing, but there can be no assurance that any funding necessary to
complete the facilities will be available to the Company on acceptable terms, if
at all.
The Company also anticipates that it will shortly obtain a $10,000,000
revolving line of credit from a commercial bank which will be secured by the
Company's assets. It is anticipated that the line of credit will require the
Company, among other things, to maintain certain financial ratios. The line of
credit will also provide that in the event of a default by the Company under the
line of credit, the bank will be able to declare the Company's indebtedness
under the line of credit to become immediately due and payable and, if the
Company is unable to make the required payments, foreclose on the Company's
assets. Moreover, to the extent the Company's assets are used to secure
indebtedness under the proposed line of credit, such assets will not be
available to secure additional indebtedness.
In the event that the Company's plans change, its assumptions change or
prove to be inaccurate or if capital resources and projected cash flow otherwise
prove to be insufficient to fund its operations (including due to unanticipated
expenses or otherwise), the Company may be required to seek additional financing
prior to such time. The Company has no current arrangements with respect to, or
sources of, additional financing, and there can be no assurance that additional
financing will be available to the Company on acceptable terms or at all. Any
inability to obtain additional financing could have a material adverse effect on
the Company. To the extent that any such financing involves the sale of the
Company's equity securities, the interests of the Company's then existing
stockholders could be substantially diluted.
11. Dependence on Management and Key Personnel. The success of the Company
is largely dependent on the personal efforts of Richard A. Williams, its Chief
Executive Officer, Robert E. Verrando, its President and Frank Pensavecchia, its
Senior Vice- President, Engineering. The Company has entered into an
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<PAGE>
employment agreement with Mr. Williams but not with Mr. Verrando or
Pensavecchia. The loss or interruption of the services of such individuals could
have a material adverse effect on the Company's business and prospects.
The success of the Company may also be dependent on its ability to hire and
retain additional qualified sales, marketing and other personnel. Competition
for qualified personnel in the Company's industry is intense, and there can be
no assurance that the Company will be able to hire or retain additional
qualified personnel.
12. No Cash Dividends. To date, the Company has not paid any cash dividends
on its Common Stock and does not expect to declare or pay any cash or other
dividends in the foreseeable future.
13. Authorization of Preferred Stock. The Company's Certificate of
Incorporation authorizes the issuance of "blank check" preferred stock with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no present intention to issue
any shares of its preferred stock, there can be no assurance that the Company
will not do so in the future.
-12-
<PAGE>
14. Shares Eligible for Future Sale. A total of approximately 2,350,000
shares of Common Stock outstanding as of the date of this Prospectus are
"restricted securities," as that term is defined under Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"); and are
eligible for sale under Rule 144. No prediction can be made as to the effect, if
any, that future sales of such shares of Common Stock or the 282,246 shares of
Common Stock that may be offered pursuant to this Prospectus, the availability
of such shares for sale will have on the market prices prevailing from time to
time. The possibility that substantial amounts of Common Stock may be sold in
the public market may adversely affect prevailing market prices for the Common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities.
THE COMPANY
The Company continues to further develop and market its proprietary digital
imaging technologies and system architectures (the "Direct Imaging"
technologies), and non-photographic consumables primarily to the graphic arts
and related imaging industries. The Company's current Direct Imaging
technologies, referred to as PEARL(R), permit the direct digital imaging of
printing plates and films in a simple direct process which eliminates the need
for photosensitive materials and the hazardous waste by-products associated with
these processes. The Company's system accepts digital Postscript(R)* compatible
files from digitally based electronic prepress systems and images the color
separated pages directly on to the Company's proprietary non-photographic based
consumables.
The Company has several applications for PEARL and its consumables in the
graphic arts industry: a printing press (the "Direct Imaging Printing Press")
and a stand-alone computer-to-plate imaging device (the "PEARLsetter(TM)"), both
of which incorporate the Company's PEARL Direct Imaging technology.
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's
relationship with Heidelberg has been expanded to include Heidelberg's four
color, fully automated lithographic press, the Quickmaster DI 46-4 ("Quickmaster
DI"), which was jointly developed by the Company and Heidelberg to take
advantage of the improved implementation of the Company's PEARL Direct Imaging
technologies. The Quickmaster DI has replaced the GTO-DI, which is no longer
produced. The Company has also entered into an agreement (the "Adast Agreement")
with the Adast-Adamov Company ("Adast"), a Czech manufacturer of offset
lithographic presses for the use of Company's DI technologies on a larger format
(19"x 26") multicolor press. The Adast Agreement expires in November 2000,
renewable for an additional five years at the option of the parties. The Company
has also entered into an agreement with Nilpeter A/S of Denmark, which provides
Nilpeter, a manufacturer of specialized web presses used primarily for the
printing of process color adhesive labels, the right to use the Company's PEARL
Direct Imaging technologies in its presses for an initial term of three years,
which right is thereafter renewable on a year by year basis.
In February 1996, the Company acquired 90% of the outstanding stock of
Catalina, an Arizona corporation ("Catalina"). Catalina is engaged in the
development, manufacture, and sale of vacuum deposition coating equipment and
the licensing and sublicensing of patent rights with respect to vapor deposition
process to coat moving webs of material at high rates. The Company has
continued the business of Catalina which now operates as a subsidiary of the
Company.
- ----------
* Postcript is a registered trademark of Adobe Systems, Inc.
-13-
<PAGE>
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 03501 and its telephone number is (603)
595-7000.
USE OF PROCEEDS
The Company will pay all of the costs associated with this offering. The
Company will not receive any proceeds from any sales of Common Stock by the
Selling Stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
An aggregate of up to 282,846 shares of Common Stock may be offered and
sold pursuant to this Prospectus by the Selling Stockholders. None of the
Selling Stockholders have any relationship with the Company other than as a
stockholder.
-14-
<PAGE>
The following table sets forth certain information with respect to the
Selling Stockholders:
<TABLE>
<CAPTION>
Beneficial Shares
Ownership of Beneficially
Shares of Common Owned
Stock Prior Shares to be Sold After the
Selling Stockholder to Sale (1) in the Offering Offering (2)
------------------- ------------ --------------- ------------
<S> <C> <C> <C>
Estate of John T. Oxley 1,070,000(3) 129,000 941,000
Oxley Foundation 181,000 14,000 167,000
Craig Effron 7,000 7,000 -0-
Curtis Schenker 7,000 7,000 -0-
Scoggin Capital Management LP 50,000 50,000 -0-
Bedford Falls Investors LP 21,000 21,000 -0-
Charles K. Stewart Money
Purchase Plan 21,600 20,600 1,000
John Stafford, Jr. 277,646 34,246 243,400
</TABLE>
(1) Unless otherwise noted, the Company believes that all of the persons named
in the above table have sole voting power with respect to all shares of
Common Stock beneficially owned by them. Except for the Estate of John T.
Oxley, which beneficially owns 7.1% (before) and 6.2% after) the Offering
and John Stafford, Jr. who beneficially owns 1.8% (before) and 1.6% (after)
the Offering, all such persons own less than one percent of the Company's
outstanding Common Stock.
(2) Assumes all of the shares of Common Stock offered hereby are sold by the
Selling Stockholders.
(3) Includes 181,000 shares owned by the Oxley Foundation of which Mr. Oxley
was, until the date of his death, a co- trustee. The information with
respect to Mr. Oxley's share ownership of the Estate of Mr. Oxley was based
upon information contained in Amendment No. 3 to Mr. Okley's Schedule 13D.
The Common Stock may be offered by the Selling Stockholders and 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; and (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
-15-
<PAGE>
participate. Such broker or dealers may receive commissions or discounts from
the Selling Stockholders in amounts to be negotiated. Such brokers and 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.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by Tenzer Greenblatt LLP, New York, New York.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this Prospectus have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the period set forth in
their report incorporated herein by reference, and are incorporated herein by
reference in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of Presstek, Inc. as of December 31,
1994 and for the years ended December 31, 1994 and 1993, incorporated in this
prospectus by reference from Presstek, Inc.'s Annual Report on Form 10-K/A
(Amendment No. 2) for the year ended December 30, 1995 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.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. (the "Commission") a registration statement (the "Registration
Statement"), under the Act with respect to the securities offered by this
Prospectus. This Prospectus, filed as part of such Registration Statement, does
not contain all of the information set forth in, or annexed as exhibits to, the
Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and this offering, reference is made to
the Registration Statement, including the exhibits filed therewith, which may be
inspected without charge at the Office of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of the Registration Statement may be
obtained from the Commission at its principal office upon payment of prescribed
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<PAGE>
fees. Statements contained in this Prospectus as to the contents of any contract
or other document are not necessarily complete and, where the contract or other
document has been filed as an exhibit to the Registration Statement, each
statement is qualified in all respects by reference to the applicable document
filed with the Commission.
GLOSSARY
Set forth below is a glossary of certain terms used in this Prospectus:
Direct Imaging (DI) digital imaging systems that allow image carriers
technologies (film and plates) to be imaged from a digital
database, on-and off-press
GTO-DI the first generation of direct imaging, waterless
presses available in two, four and five printing
station configuration, a joint effort between
Heidelberg and Presstek
Heidelberg Heidelberger Druckmachinen, AG, the world's
largest printing press manufacturer
headquartered in Heidelberg, Germany
Large format a printing term referring to printing layouts
that include four or more pages on a
single sheet of paper
-17-
<PAGE>
Lithographic printing from a single plane surface under the
principle that image area carries ink and the
nonimage area does not and that ink and water do
not mix
Quickmaster DI 46-4; the second generation of direct imaging,
Quickmaster DI waterless presses, highly automated with
roll-fed PEARL plate material, a joint
effort between Heidelberg and Presstek
PEARL(R) the name associated with Presstek's current laser
imaging technologies and related products and
consumables
PEARLsetter(TM) the Company's product line of computer-to-plate,
off-press equipment
Photosensitive silver halide emulsions exposed by a reaction to
light requiring a subsequent chemical development
and stabilization process
PostScript a page description programming language developed
by Adobe Systems, Inc., a defacto standard in the
printing industry
Prepress graphic arts operations and methodologies that
occur prior to the printing process; typically
these include camera work, scanning, image
assembly, exposure of image carriers (film and/or
plate), proofing
Vapor disposition a technology to accurately, uniformly coat
process substrates in a controlled environment
-18-
<PAGE>
================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company, the Selling
Stockholders or any Underwriter. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy and security other than the Common
Stock offered by this Prospectus, or an offer to sell or a solicitation of an
offer to buy any security by any person in any jurisdiction in which such offer
or solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, imply that the
information in this Prospectus is correct as of any time subsequent to the date
of this Prospectus.
-----------------
TABLE OF CONTENTS
Page
Available Information ..................................................... 2
Information Incorporated by Reference ..................................... 2
Prospectus Summary ........................................................ 4
Risk Factors .............................................................. 6
The Company ............................................................... 13
Use of Proceeds ........................................................... 14
Selling Stockholders and Plan of
Distribution ............................................................ 14
Legal Matters ............................................................. 16
Experts ................................................................... 16
Additional Information .................................................... 16
Glossary .................................................................. 17
-------------------------
282,846 Shares of
Common Stock
-------------------------
PRESSTEK, INC.
-------------------------
PROSPECTUS
-------------------------
December __, 1996
================================================================================
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable in connection with the issuance and distribution of the
securities being registered by this Reistration Statement are estimated as
follows:
Amount
Registration Fee $10,893.48
Printing 3,000.00
Legal Fees and Expenses 35,000.00
Accounting Fees and Expenses 12,000.00
Transfer Agents and Registrars Fees 200.00
Miscellaneous 8,906.52
----------
TOTAL $70,000.00
==========
The above fees will be paid by the Company.
Item 15. Indemnification of Directors and Officers
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
II-1
<PAGE>
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 16. Exhibits
(a) Exhibits
Exhibit No.
- -----------
4.1 Form of certificate evidencing Common Stock, $.01 par
value, of the Company.*
5 Opinion of Tenzer Greenblatt LLP, regarding legality of
securities being registered.+
23.1 Consent of BDO Seidman, LLP.+
23.2 Consent of BDO Seidman, LLP.+
23.2 Consent of Deloitte & Touche LLP.+
23.3 Consent of Tenzer Greenblatt LLP (included in Exhibit 5).+
- --------
*Incorporated by reference to Exhibit 4(d) to the Company's registration
statement on Form S-1, No. 33-27112-B.
+ Previously filed.
II-2
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the Prospectus any facts or events arising after the
effective date of the prospectus (or the most recent post-effective
amendments thereto) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and
(iii) 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 (1)(i) and (1)(ii) do not apply if the
information required to be filed with a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That for determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering thereof.
(3) To remove by registration by means of a post-effective amendment any of
the securities that remain unsold at the termination of the offering.
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 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.
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
II-3
<PAGE>
foregoing provisions, 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<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 of filing on Form S-3 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 the 17th day of
December, 1996.
Presstek, Inc.
By: /s/ Robert E. Verrando
----------------------------
Robert E. Verrando,
President
(Duly Authorized Officer)
Each person whose individual signature appears below hereby authorizes each
of Richard A. Williams and Robert E. Verrando 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer, Secretary December 17, 1996
- -------------------------- and Director, (Principal Executive
Richard A. Williams Officer)
/s/Robert E. Verrando President, Chief Operating Officer December 17, 1996
- -------------------------- and Director
Robert E. Verrando
* Chairman of the Board and Director December 17, 1996
- --------------------------
Robert Howard
* Director December 17, 1996
- --------------------------
Dr. Lawrence Howard
Director , 1996
- --------------------------
Harold N. Sparks
- --------------------------
Bert DePamphilis Director , 1996
Director , 1996
- --------------------------
John Dreyer
* Chief Financial Officer (Principal December 17, 1996
- -------------------------- Financial and Accounting Officer)
Glenn J. DiBenedetto
* By:
/s/ Robert E. Verrando
------------------------
Robert E. Verrando,
Attorney-in-fact
</TABLE>
II-5
