SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. |_|)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement |_| Confidential, for use of
|_| Definitive proxy statement the Commission only
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Presstek, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Board of Directors of Presstek, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PRELIMINARY COPY
PRESSTEK, INC.
8 Commercial Street
Hudson, New Hampshire 03051
April 11, 1996
Dear Fellow Stockholders:
You are cordially invited to attend our Annual Meeting of Stockholders
which will be held on Tuesday, May 28, 1996 at 4:00 P.M. at Club 101, 101 Park
Avenue, New York, New York 10078.
The Notice of Annual Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. After reading the enclosed Notice of
Annual Meeting and Proxy Statement, I urge you to complete, sign, date and
return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please inform our Transfer Agent,
Continental Stock Transfer & Trust Company, in writing, at 2 Broadway, New York,
New York 10004.
Your vote is very important, and we will appreciate a prompt return of
your signed proxy card. We hope to see you at the meeting.
Cordially,
Robert Howard
Chairman
<PAGE>
PRELIMINARY COPY
PRESSTEK, INC.
8 Commercial Street
Hudson, New Hampshire 03051
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 1996
--------------------
To the Stockholders of PRESSTEK, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Presstek, Inc. (the "Company") will be held on Tuesday, May 28, 1996, at 4:00
P.M. at the Club 101, 101 Park Avenue, New York, New York 10178, for the
following purposes:
1. To elect seven (7) directors to hold office until the next Annual
Meeting of Stockholders and until their respective successors have been duly
elected and qualified;
2. To approve the adoption of an amendment to the Company's Certificate of
Incorporation increasing the Company's authorized shares of Common Stock, $.01
par value, to 75,000,000 shares; and
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on April 10, 1996 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
Robert Howard
Chairman
April 11, 1996
- --------------------------------------------------------------------------------
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
------
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY COPY
PROXY STATEMENT
PRESSTEK, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PRESSTEK, INC. (the "Company") for use at
the Annual Meeting of Stockholders to be held on May 28, 1996, including any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to stockholders on or about April 11, 1996.
The costs of soliciting proxies will be borne by the Company. It is
estimated that these costs will be nominal.
Proxies in the accompanying form, duly executed and returned to the
management of the Company and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to such solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
8 Commercial Street
Hudson, New Hampshire 03051
Telephone No.: (603) 595-7000
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on April 10, 1996
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were issued and outstanding 15,077,121 shares of
the Company's Common Stock, $.01 par value per share (the "Common Stock"), the
Company's only class of voting securities. Each share entitles the holder to one
vote on each matter submitted to a vote at the Annual Meeting.
<PAGE>
Voting Procedures
The directors will be elected by the affirmative vote of the holders of a
plurality of the shares of Common Stock present in person or represented by
proxy at the Annual Meeting, provided a quorum is present. A quorum is present
if, as of the Record Date, the holders of at least a majority of the outstanding
shares of Common Stock are present in person or represented by proxy at the
Annual Meeting. Adoption of the amendment to the Certificate of Incorporation to
increase the authorized Common Stock requires the affirmative vote of the
holders of a majority of the issued and outstanding Common Stock. All other
matters at the meeting will be decided by the affirmative vote of the holders of
a majority of the shares of Common Stock cast with respect thereto, provided a
quorum is present. Votes will be counted and certified by one or more
Inspector(s) of Election who are expected to be employees of Continental Stock
Transfer & Trust Company, the Company's transfer agent. In accordance with
Delaware law, abstentions and "broker non-votes" (i.e. proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be treated as present for purposes of determining the presence of a
quorum. For purposes of determining approval of a matter presented at the Annual
Meeting, abstentions will be deemed present and entitled to vote and will,
therefore, have the same legal effect as a vote "against" a matter presented at
the meeting. Broker non-votes will be deemed not entitled to vote on the subject
matter as to which the non-vote is indicated and will, therefore, have no legal
effect on the vote on that particular matter. However, because of the
requirement for an absolute majority of the outstanding shares of Common Stock
to approve the proposed amendment to the Certificate of Incorporation, broker
non-votes will also have the same effect as a vote "against" the proposed
amendment to the Certificate of Incorporation.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted above.
ELECTION OF DIRECTORS
At this year's Annual Meeting of Stockholders, seven (7) directors will be
elected to hold office for a term expiring at the Annual Meeting of Stockholders
to be held in 1997. Each director will be elected to serve until a successor is
elected and qualified or until the director's earlier resignation or removal.
At this year's Annual Meeting of Stockholders, the proxies granted by
stockholders will be voted individually for the
- 2 -
<PAGE>
election, as directors of the Company, of the persons listed below, unless a
proxy specifies that it is not to be voted in favor of a nominee for director.
In the event any of the nominees listed below shall be unable to serve, it is
intended that the proxy will be voted for such other nominees as are designated
by the Board of Directors. Each of the persons named below has indicated to the
Board of Directors of the Company that he will be available to serve.
Name Age Position
---- --- --------
Robert Howard 72 Chairman of the Board and Director
Richard A. Williams 61 Chief Executive Officer,
Secretary, Vice Chairman of the
Board and Director
Robert E. Verrando 62 President, Chief Operating
Officer and Director
Dr. Lawrence Howard 43 Director
Harold N. Sparks 74 Director
Bert DePamphilis 63 Director
John W. Dreyer 58 Director
Robert Howard, a founder of the Company, has been Chairman of the Board of
Directors since June 1988 and a director of the Company since September 1987. He
served as President and Treasurer of the Company from October 1987 to June 1988.
Mr. Howard, the founder of Howtek, Inc. ("Howtek"), a publicly-held company
engaged in the manufacture of electronic prepress equipment, has served as
Chairman of the Board of Howtek since August 1984, served as its President from
August 1984 through November 1987 and as its Chief Executive Officer from August
1984 to December 1993. Mr. Howard, inventor of the first impact dot matrix
printer and the founder of Centronics Data Computer Corporation ("Centronics"),
a manufacturer of printers, served as President and Chairman of the Board of
Directors of Centronics from 1969 to April 1980, resigning from the Board of
Directors in 1983. From April 1980 until 1983, Mr. Howard was principally
engaged in the management of his investments. In February 1994, Mr. Howard
entered into a settlement agreement in the form of a consent decree with the
Securities and Exchange Commission (the "Commission") in connection with the
Commission's investigation covering trading in the common stock of Howtek by an
acquaintance of Mr. Howard and a business associate of such acquaintance. Mr.
Howard, without admitting or denying the Commission's allegations of securities
laws violations, agreed to pay a fine and to the entry of a permanent injunction
against future violations of Section 10(b) and Rule 10b-5 of the Securities
Exchange Act of 1934.
- 3 -
<PAGE>
Richard A. Williams, a director of the Company since November 1987 has
been Chief Executive Officer and Vice Chairman of the Board of the Company since
February 1996 and Secretary of the Company since June 1988. Mr. Williams served
as an Executive Vice President and Chief Operating Officer of the Company from
June 1988 to February 1996, a Vice President from November 1987 to June 1988,
and served as Director of Operations from September 1987 through October 1987.
From June 1985 to February 1987, Mr. Williams served as Vice President of
Engineering for Centronics, where he was responsible for line matrix and laser
printer development and introduction.
Robert E. Verrando has been President and Chief Operating Officer of the
Company since February 1996, has served as an Executive Vice President of the
Company from October 1994 to February 1996 and has been a director of the
Company since November 1994. From July 1993 to October 1994, he was employed as
a consultant to the graphic arts industry. From October 1986 through July 1993,
Mr. Verrando was employed in a variety of executive positions with Compugraphic
Corporation and Agfa Compugraphic/Agfa Division, Miles, Inc., most recently as
Vice President and General Manager, Business Imaging Systems Group. From April
1981 to September 1986 he was employed as Vice President - Business Development
of A.B. Dick Company.
Dr. Lawrence Howard, a founder of the Company, has been a director of the
Company since November 1987 and served as Vice Chairman of the Board from
November 1992 to February 1996. He served as a Vice President of the Company
from October 1987 to June 1988, as President from June 1988 to November 1992,
and as Chief Executive Officer and Treasurer from June 1988 to June 1993. From
July 1995 to the present, Dr. Howard has been President of Howard Capital
Partners, Inc. an investment and merchant banking firm. From July 1994 to July
1995, he served as a Senior Managing Director of Whale Securities Co., L.P., a
NASD registered broker-dealer. From October 1992 through June 1994, Dr. Howard
was President of LH Resources, Inc., a financial and management consulting firm,
and was primarily engaged in the management of his investments from July 1986 to
June 1988. He served as Assistant Medical Director of the Pride of Judea mental
health clinic in New York City from July 1985 to July 1986. Dr. Howard is a
director of Resurgence Properties, Inc., a public company engaged in investments
in and management of real estate and Cellular Technical Services Company, Inc.,
a public company engaged in the design, development, marketing, installation and
support of integrated billing and data processing for the cellular telephone
industry. Dr. Howard is the son of Robert Howard.
Harold N. Sparks has been a director of the Company since February 1989.
From 1971 to September 1995 Mr. Sparks was the President and Chief Executive
Officer of Fashion Neckwear Co., Inc., a manufacturer of men's neckties. Since
September 1995 Mr. Sparks has acted as a consultant to Fashion Neckwear Co.,
Inc.
- 4 -
<PAGE>
Bert DePamphilis has been a director of the Company since June 1990. Mr.
DePamphilis has been an independent consultant in the graphic arts industry
since May 1995. From September 1994 through April 1995 he was a consultant to
Applied Graphics Technology ("AGT"), the world's largest prepress service. Mr.
DePamphilis was the founder of, and from 1976 through August 1994, served as a
principal of PDR Royal, Inc. ("PDR"), a color prepress service for advertising
agencies and Fortune 100 companies. PDR ceased independent operations in
September 1994, when it became a division of AGT.
John W. Dreyer has been a director of the Company since February 1996. Mr.
Dreyer has been employed by Pitman Company ("Pitman"), the largest graphic arts
and image supplier in the United States since 1965. He has served as Pitman's
President since 1977 and has also served as Pitman's Chief Executive Officer
since 1978.
Directors are elected annually by the stockholders. During the fiscal year
ended December 30, 1995, the Board of Directors held three meetings which were
attended by all of the directors except Mr. DePamphilis who was unable to attend
one meeting for health reasons. In addition, the Board took other action by
unanimous written consent in lieu of a meeting. The Company does not have
standing nominating or compensation committees of the Board of Directors or
committees performing similar functions. The Company has an audit committee
which supervises the audit and financial procedures of the Company. The audit
committee is currently comprised of Messrs. Sparks and DePamphilis. The audit
committee of the Board of Directors held one meeting during the fiscal year
ended December 30, 1995.
EXECUTIVE OFFICERS
In addition to Richard A. Williams and Robert E. Verrando, the Company's
executive officers are Frank G. Pensavecchia and Glenn J. DiBenedetto. Officers
are elected annually by the Board of Directors and serve at the discretion of
the Board.
Frank G. Pensavecchia, 61, has served as Senior Vice President-Engineering
of the Company since October 1991 and was Vice President-Engineering of the
Company from August 1988 to October 1991. From September 1987 to August 1988, he
served as the Company's Director of Engineering. From October 1983 to September
1987, Mr. Pensavecchia served as Director of Laser Printing Engineering for
Centronics.
Glenn J. DiBenedetto, 46, has served as Chief Financial Officer of the
Company since November 1990. Mr. DiBenedetto has been a principal with the firm
of DiBenedetto & Company, P.A., certified public accountants, since July 1989.
From 1984 to July 1989, Mr. DiBenedetto was a principal with the firm of Newton
& DiBenedetto, P.A., certified public accountants. Under his arrangement with
the Company, Mr. DiBenedetto engages in other
- 5 -
<PAGE>
activities and is not required to devote his full business time to the affairs
of the Company.
EXECUTIVE COMPENSATION
The following table discloses the compensation for the person who served
as the Company's principal executive officer during the fiscal year ended
December 30, 1995 and for the only other executive officers of the Company whose
salaries exceeded $100,000 for the Company's fiscal year ended December 30, 1995
(the "Named Executives"). The number of securities underlying options has been
adjusted to give retroactive effect to the Company's five-for-four common stock
split in the form of a 25% stock dividend effected in September 1994 and a
two-for-one common stock split in the form of a 100% stock dividend effected in
May 1995.
Summary Compensation Table
Long-Term
Annual Compensation
Compensation Awards
------------ ------------
Securities
Name and Principal Salary Underlying
Position Year ($) Options (#)
- ------------------ ---- ----- -----------
Richard A. Williams 1995 134,000 -
Chief Executive Officer 1994 125,000 40,000
1993 115,000 50,000
Robert E. Verrando 1995 179,000 -
President and Chief 1994 28,000 100,000
Operating Officer
Frank G. Pensavecchia 1995 114,000 -
Senior Vice President - 1994 105,000 40,000
Engineering 1993 95,000 37,500
No stock options were granted in fiscal 1995 to any of the Named
Executives.
The following table sets forth information concerning the value of
unexercised stock options held by the Named
- 6 -
<PAGE>
Executives as of December 30, 1995 and the options exercised during the fiscal
year ended December 30, 1995.
Aggregated Option Exercises for Fiscal Year-Ended December 30, 1995
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at December 30, 1995 at December 30, 1995*
-------------------- ---------------------
Shares Acquired Value
Name on Exercise Realized+ Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Williams 62,500 $ 2,331,063 146,250 18,750 $12,585,187 $ 1,480,313
Robert E. Verrando 0 0 20,000 80,000 $ 1,500,000 $ 6,000,000
Frank G. Pensavecchia 15,000 $ 747,500 88,750 18,750 $ 8,897,062 $ 1,480,313
</TABLE>
- ----------
+ Value realized represents the positive spread between the exercise price of
such options and the market value of the Common Stock on date of exercise.
* Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market
value of the Common Stock which was $94.50 on December 29, 1995.
Compensation of Directors
Directors received no cash compensation during the fiscal year ended
December 30, 1995 for serving on the Board. However, during such year the
Company paid Mr. Robert Howard, the Chairman of the Board, $110,000 for
consulting services rendered to the Company.
Effective December 1993, the Company adopted its Non-Employee Director
Stock Option Plan (the "Director Plan"). Only nonemployee directors of the
Company (other than Robert Howard or Dr. Lawrence Howard) are eligible to
receive grants under the Director Plan. The Director Plan provides that eligible
directors are automatically granted options to purchase up to 5,000 shares of
Common Stock at fair market value upon first becoming a director and,
thereafter, annual grants, in January of each year, of 2,500 options each at
fair market value.
Under each of the Company's 1988 Stock Option Plan ("1988 Plan"), 1991
Stock Option Plan ("1991 Plan") and 1994 Stock Option Plan ("1994 Plan"),
directors who are not employees of the Company (other than directors who are
members of the Stock Option Committee of the particular plan) are eligible to be
granted nonqualified options under such plan. The Board of Directors or the
Stock Option Committee (the "Committee") of each plan, as the case may be, has
discretion to determine the number of shares subject to each non-qualified
option (subject to the number of shares available for grant under the particular
plan), the exercise price thereof (provided such price is not less than the par
value of the underlying shares of Common Stock), the term thereof (but not in
excess of 10 years from the date of grant, subject to earlier termination in
certain circumstances), and the
- 7 -
<PAGE>
manner in which the option becomes exercisable (amounts, intervals and other
conditions). Directors who are employees of the Company (but not members of the
Committee of the particular plan) are eligible to be granted incentive stock
options under such plans. The Board or Committee of each plan, as the case may
be, also has discretion to determine the number of shares subject to each
incentive stock option ("ISO"), the exercise price and other terms and
conditions thereof, but their discretion as to the exercise price, the term of
each ISO and the number of ISOs that may vest may be in any year is limited by
the Internal Revenue Code of 1986, as amended. During 1995 no options were
granted to any director under the 1988, 1991 or 1994 Plans.
Employment Arrangements
During the fiscal year ended December 30, 1995, Richard A. Williams, who
served as an Executive Vice President and Chief Operating Officer of the
Company, was employed by the Company pursuant to the terms of an employment
agreement, expiring on March 31, 1997 which provides for an annual salary which
is subject to periodic review by the Company's Board of Directors and contains
certain confidentiality provisions. In February 1996, the Board of Directors
increased Mr. Williams' annual salary to $155,000. Mr. Williams was appointed to
the position of Chief Executive Officer of the Company in February 1996.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The Company does not have a Compensation Committee of its Board of
Directors. Decisions as to compensation are made by the Company's Board of
Directors. Mr. Richard A. Williams and Mr. Robert Verrando in their capacity as
directors, participated in the Board's deliberations concerning compensation of
executive officers for the Company's fiscal year ended December 30, 1995. During
such fiscal year, none of the executive officers of the Company has served on
the board of directors or the compensation committee of any other entity, any of
whose officers has served on the Board of Directors of the Company.
Report on Executive Compensation
There is no Compensation Committee of the Board of Directors or other
committee of the Board performing equivalent functions. Compensation of the
Company's executive officers is determined by the Board of Directors pursuant to
recommendations made by Robert Howard, Chairman of the Board. There is no formal
compensation policy for the Company's executive officers.
The Board of Directors has appointed a Stock Option Committee for each of
the 1991 and 1994 Plans, which has made grants under, and has administered, the
1991 and 1994 Plans.
- 8 -
<PAGE>
Total compensation for executive officers consists of a combination of
salaries and stock option awards. The salary of Richard A. Williams, the
Company's Chief Executive Officer, is fixed annually by the Board of Directors
pursuant to the terms of his employment agreement with the Company. Annual
bonuses to executive officers are based generally on the Company's performance
and available resources. Base salary and bonus compensation of other executive
officers is based on the Company's financial performance and the executive's
individual performance and level of responsibility. Stock option awards under
the Company's 1988, 1991 and 1994 Stock Option Plans are intended to attract,
motivate and retain senior management personnel by affording them an opportunity
to receive additional compensation based upon the performance of the Company's
Common Stock. No stock options were granted to executive officers of the Company
during 1995.
During 1995, the Company earned approximately $2,860,000 on revenues of
approximately $27,611,000, compared to earnings of approximately $1,842,000 on
revenues of approximately $16,518,000 in 1994.
Section 162(m) of the Internal Revenue Code of 1986 ("Code"), enacted in
1993 and effective for taxable years beginning in 1994, generally disallows an
income tax deduction to public companies for compensation in excess of
$1,000,000 paid to any of the Company's Chief Executive Officer and four other
highest compensated executive officers. The Code and Regulations issued under
the Code contain certain exclusions from this limitation and provide transition
rules and relief with respect to awards under the 1991 Plan.
The 1994 Plan has been designed to meet the requirements of such
Regulations so that the stock options granted under the 1994 Plan or the
disposition of shares acquired on exercise, as the case may be, will be excluded
from compensation for purposes of applying the tax deduction limit. The Board of
Directors recognizes that part of the annual compensation paid to one or more of
the covered executive officers may not qualify for exemption. However, the Board
of Directors is reluctant to make changes at this time to the executive
compensation programs solely for tax purposes.
Robert Howard
Dr. Lawrence Howard
Richard A. Williams
Robert E. Verrando
Bert DePamphilis
Harold N. Sparks
John W. Dreyer*
*Elected to Board in February 1996.
- 9 -
<PAGE>
Stock Performance Graph
The following line graph compares, from January 1, 1991, through December
30, 1995, the cumulative total return among the Company, companies comprising
the NASDAQ Market Index and a Peer Group Index, based on an investment of $100
on January 1, 1991, in the Company's Common Stock and each index, and assuming
reinvestment of all dividends, if any, paid on such securities. The Company has
not paid any cash dividends and, therefore, the cumulative total return
calculation for the Company is based solely upon stock price appreciation and
not upon reinvestment of cash dividends. The Peer Group Index consists of
companies in the Standard Industrial Classification's printing trades machinery
and equipment industry group. These companies are: AM International Inc.,
Baldwin Technology Company, Inc., Champion Industries, Inc., Check Technology
Corp., Indigo N.V., Lasermaster Technology, NUR Advanced Technology Limited,
Scitex Corporation Ltd. and Stevens International, Inc. Historic stock price is
not necessarily indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
PRESSTEK, INC., PEER GROUP AND NASDAQ MARKET INDEX
<TABLE>
<CAPTION>
1/1/91 12/31/91 12/31/92 12/31/93 12/31/94 12/30/95
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Presstek Inc. $100 $166.67 $157.89 $196.49 $442.98 $1657.89
Peer Group $100 $202.10 $232.36 $153.89 $147.67 $113.08
NASDAQ Market $100 $128.38 $129.64 $155.50 $163.26 $211.77
Index
</TABLE>
- 10 -
<PAGE>
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the Named Executives, (iii) each of the
Company's directors and (iv) all executive officers and directors as a group:
Amount and Nature Percentage
Name of of Beneficial of Outstanding
Beneficial Owner (1) Ownership (2) Shares Owned
- -------------------- ----------------- -------------
Robert Howard 1,469,224 (3) 9.5
Dr. Lawrence Howard 1,397,736 (4) 9.2
Richard A. Williams 321,250 (5) 2.1
Robert E. Verrando 20,000 (6) (7)
Harold N. Sparks 47,500 (8) (7)
Bert DePamphilis 15,550 (9) (7)
John W. Dreyer - -
John T. Oxley 1,070,000(10) 7.1
All executive officers
and directors as a
group (nine persons) 3,370,010(11) 21.2
- ----------
(1) The address of Dr. Lawrence Howard is 120 East End Avenue, New York, New
York 10028. The address of Robert Howard is 303 East 57th Street, New York,
New York 10022.
(2) The Company believes that except as set forth herein, all persons referred
to in the table have sole voting and investment power with respect to all
shares of Common Stock reflected as beneficially owned by them.
(3) Includes options to purchase 352,500 shares of Common Stock held by Mr.
Howard which are currently exercisable. Also includes 12,000 shares owned
by Mr. Howard's wife. Does not include shares owned by the son of Mr.
Howard's wife, with respect to which Mr. Howard disclaims any beneficial
interest.
(4) Includes options to purchase 175,000 shares of Common Stock held by Dr.
Howard which are currently exercisable. Also includes 17,500 shares owned
by Dr. Howard's wife, 26,892 shares owned by Dr. Howard's wife as custodian
for Dr. Howard's children and 22,500 shares owned by Dr. Howard as
custodian for his children.
- 11 -
<PAGE>
(5) Includes options to purchase 165,000 shares of Common Stock held by Mr.
Williams which are currently exercisable.
(6) Represents options held by Mr. Verrando which are currently exercisable.
(7) Less than 1%.
(8) Includes options to purchase 11,250 shares of Common Stock held by Mr.
Sparks which are currently exercisable.
(9) Includes options to purchase 11,250 shares of Common Stock held by Mr.
DePamphilis which are currently exercisable.
(10) The address of Mr. Oxley is One West 3rd Street, William Center Tower,
Suite 1305, Tulsa, Oklahoma 74103. Includes 181,000 shares of Common Stock
owned by the Oxley Foundation for which Mr. Oxley is a co-trustee. The
information with respect to Mr. Oxley's share ownership was based upon
information contained in Amendment No. 3 to Mr. Oxley's Schedule 13D.
(11) Includes options to purchase 352,500, 175,000, 146,250, 88,750, 11,250,
11,250, and 10,000 shares held by Robert Howard, Dr. Lawrence Howard,
Richard Williams, Frank Pensavecchia, Bert DePamphilis, Harold Sparks and
Glenn J. DiBenedetto, respectively, which are currently exercisable. Does
not include options to purchase 18,750, 80,000, 18,750, 2,500, 2,500 and
12,500 shares of Common Stock held by Richard Williams, Robert E. Verrando,
Frank Pensavecchia, Harold Sparks, Bert Depamphilis and John W. Dreyer,
respectively, none of which are exercisable within 60 days from the date
hereof.
Dr. Lawrence Howard and Robert Howard may be deemed "parents" and
"promoters" of the Company, as such terms are defined under the
federal securities laws.
PROPOSAL I
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT AN INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK
At the Annual Meeting, the stockholders will be asked to vote upon an
amendment to the Amended and Restated Certificate of Incorporation of the
Company (the "Proposed Amendment") to increase the number of authorized shares
of Common Stock, $.01 par value per share, from 25,000,000 to 75,000,000 shares.
Approval of this amendment requires the affirmative vote of the holders of a
majority of the shares of Common Stock of the Company that are issued and
outstanding as of the Record Date. Messrs. Robert Howard, Lawrence Howard and
Richard A. Williams, all of whom are directors, are also owners of record of
approximately 17% of the issued and outstanding Common Stock. All of such
persons currently intend to vote the shares which they beneficially own in favor
of this amendment. See "Outstanding Stock and Voting Rights" and "Voting
Security Ownership of Certain Beneficial Owners and Management." The
- 12 -
<PAGE>
Proposed Amendment would amend Article Fourth of the Company's Amended and
Restated Certificate of Incorporation. The Proposed Amendment is set forth in
full as Exhibit A to this Proxy Statement.
The Board of Directors considers the Proposed Amendment advisable in order
to provide flexibility for future capital requirements. The development of the
Company to date has been financed to a considerable extent through the issuance
of its Common Stock or securities convertible into Common Stock and the Board of
Directors believes that it would be beneficial to the Company to be in a
position to make additional issuances of such Common Stock or convertible
securities if circumstances warrant such issuances. Approval by the stockholders
of the Proposed Amendment at the Annual Meeting will avoid the expensive
procedure of calling and holding a special meeting for that purpose at a later
date. The Board of Directors is empowered to authorize the issuance of the
additional shares at such time or times, to such persons and for such
consideration as the Board deems appropriate, without further stockholder
action. Although such additional shares could be used to dilute the stock
ownership of persons seeking to obtain control of the Company, approval of the
Proposed Amendment is not being sought for that purpose.
None of the Company's Common Stock has any pre-emptive rights.
Recommendation
The Board of Directors believes that the Proposed Amendment is in the best
interest of the Company and recommends a vote "FOR" the Proposed Amendment.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid Mr. Howard $110,000 during 1995 for consulting services
rendered to the Company.
- 13 -
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the financial statements of
the Company for the fiscal year ended December 30, 1995. As has been the
practice in previous years, the auditors who will examine and report upon the
financial statements of the Company for the fiscal year ending December 28, 1996
will be appointed prior to commencement of the audit. A representative of BDO
Seidman, LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if he or she desires to do so and is expected to
be available to respond to appropriate questions.
On December 28, 1995, the Company dismissed Deloitte & Touche LLP
("Deloitte & Touche") as its principal independent accountant.
Neither of Deloitte & Touche's reports on the financial statements of the
Company for the fiscal years ended December 31, 1994 or December 31, 1993
contained an adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope or accounting principles (except for the
change in the method of accounting for debt and equity securities effected
January 1, 1994, to conform to SFAS No. 115).
The decision to change accountants was recommended by the Audit Committee
of the Company's Board of Directors and approved by the Company's Board of
Directors.
It is the Company's opinion that during the fiscal years ended December
31, 1994 and December 31, 1993 and during the period from January 1, 1995
through December 28, 1995, there were no disagreements with Deloitte & Touche on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure or any reportable event. Deloitte & Touche,
however, has advised the Company that it considers the following item to be a
disagreement:
During the course of its audit of the Company's financial statements for
the fiscal year ended December 31, 1994 the Company notified Deloitte & Touche
that:
The Company has been advised that the Securities and Exchange Commission
(the "Commission") has entered a formal order of private investigation with
respect to certain activities by certain unnamed persons and entities in
connection with the securities of the Company. In that connection, the
Company has received a subpoena duces tecum requesting it to produce
certain documents and has complied with the request. 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.
- 14 -
<PAGE>
Management of the Company initially proposed to include disclosure of this
matter under Item 5, Market for the Registrant's Common Equity and Related
Stockholder Matters, in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (the "1994 10-K"), while declining to include
parallel disclosure in the notes to the Company's financial statements included
in the 1994 10-K.
Deloitte & Touche advised the Company that "Because of the potential
significance of such an investigation to the readers of the Company's financial
statements we [Deloitte & Touche] concluded that generally accepted accounting
principles and Rule 4-01 of Securities and Exchange Commission Regulation S-X
require that disclosure of this matter be included in the notes to the Company's
financial statements. The disclosure was included as Note 11, Other Information,
to the financial statements."
As noted above, the disclosure of the investigation was included in the
notes to the Company's financial statements included in the 1994 10-K.
The issue of the disclosure of the SEC investigation in the Company's
financial statements was discussed with the engagement partner of Deloitte &
Touche and certain members of the Company's Board of Directors and the Company's
Chief Financial Officer.
The Company has authorized Deloitte & Touche to respond fully to any
inquiries the successor accountant to be engaged by the Company may have
concerning the above matters.
On January 11, 1996, the Company engaged BDO Seidman LLP as its principal
independent accountants to audit and report on the financial statements of the
Company for the fiscal year ended December 30, 1995. Prior to engaging BDO
Seidman, LLP neither the Company, nor anyone acting on its behalf consulted with
it regarding the application of accounting principles to any specified
transaction or the type of audit opinion that might be rendered on the Company's
financial statements. In addition, neither the Company nor anyone acting on its
behalf consulted with BDO Seidman with respect to any matters that were the
subject of a disagreement (as defined in paragraph 304(a)(1)(v) of Regulation
S-K) except that in connection with the preparation's of the 1994 10-K counsel
for the Company had general discussions with a partner at BDO Seidman, LLP with
respect to the need to disclose the investigation by the Securities and Exchange
Commission of certain activities of certain persons and entities in the
securities of the Company in the financial statements included in the 1994 10-K,
as was the position of the Company's former auditors, even though disclosure of
the investigation was to be included in the non-financial portion of the 1994
10-K. No conclusion was expressed by the partner at BDO Seidman with respect to
the matter.
- 15 -
<PAGE>
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for consideration
at the Company's Annual Meeting of Stockholders to be held in 1997 must submit
the proposal in proper form to the Company at its address set forth on the first
page of this Proxy Statement not later than December 11, 1996 in order for the
proposition to be considered for inclusion in the Company's proxy statement and
form of proxy relating to such annual meeting. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Company.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 30, 1995
IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE OF
BUSINESS ON THE RECORD DATE. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
WILL BE PROVIDED FOR A NOMINAL CHARGE UPON WRITTEN REQUEST TO:
PRESSTEK, INC.
8 COMMERCIAL STREET
HUDSON, NEW HAMPSHIRE 03051
ATTENTION: JENNIFER MCKAY TARDIF
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
stockholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board
of Directors,
Robert Howard
Chairman
April 11, 1996
- 16 -
<PAGE>
EXHIBIT A
FORM OF AMENDMENT OF AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
FIRST: That Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Corporation has been amended to
read in its entirety as follows:
FOURTH: Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is seventy-six million
(76,000,000) shares, consisting of One Million (1,000,000 shares of
Preferred Stock, of the par value of one cent ($.01) per share
(hereinafter called "Preferred Stock"), and Seventy-Five Million
(75,000,000) shares of Common Stock, of the par value ($.01) per share
(hereinafter called "Common Stock").
<PAGE>
PRELIMINARY COPY
PRESSTEK, INC.
8 Commercial Street
Hudson, New Hampshire 03051
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 28, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints RICHARD A. WILLIAMS and ROBERT E.
VERRANDO, and each of them, Proxies, with full power of substitution in each of
them, in the name, place and stead of the undersigned, to vote at the Annual
Meeting of Stockholders of Presstek, Inc. on Tuesday, May 28, 1996, at Club 101,
101 Park Avenue, New York, New York or at any adjournment or adjournments
thereof, according to the number of votes that the undersigned would be entitled
to vote if personally present, upon the following matters:
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees
listed below.
Robert Howard, Richard A. Williams, Robert E. Verrando, Dr. Lawrence Howard,
Harold Sparks, Bert Depamphilis and John W. Dreyer
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
- --------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
<PAGE>
2. Amendment of Certificate of Incorporation to Increase Authorized Common
Stock to 75,000,000 Shares.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES AND THE
PROPOSALS LISTED ABOVE.
DATED: ________________________________, 1996
Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
-------------------------------------
Signature
-------------------------------------
Signature if held jointly
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope.
