As filed with the Securities and Exchange Commission on April 5, 1996
Registration No. 33-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) 573-4353
Telecopier: (212) 573-4313
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 /
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./ /
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Shares Amount to Offering Aggregate Amount of
to be be Price Offering Registration
Registered Registered(1) Per Unit(2) Price (2) Fee(2)
- ---------- ---------- -------- ------ -----
<S> <C> <C> <C> <C>
Common 287,846 $109.75 $31,591,099 $10,893.48
Stock Shares (3)
($.01 Par
Value)
TOTAL DUE
$10,893.48
</TABLE>
(1) Of the shares of Common Stock being registered hereby 5,000 shares are
for the account of the Company and 282,846 shares are for the account
of selling stockholders who acquired such shares from the Company in
private transactions. No other shares of the Company's Common Stock are
being registered pursuant to this offering.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, (the
"Act") the registration fee has been calculated based upon a price of
$109.75 per share, the average of the high and low prices as reported
in the consolidated reporting system (NASDAQ) for the registrant's
Common Stock on April 2, 1996.
(3) Pursuant to Rule 416 of the Act there are also being registered
hereunder such additional shares as may be issued to the selling
stockholders because of future stock dividends, stock distributions,
stock splits or similar capital readjustments.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective 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>
Presstek, Inc.
FORM S-3
------------------------------------
Cross-Reference Sheet
Showing the location in the Prospectus of the information required by
Part I of Form S-3.
FORM S-3
ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
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1. Forepart of Registration Outside Front Cover Page of
Statement and Outside Prospectus
Front Cover Page of
Prospectus
2. Inside Front and Outside Inside Front and Outside Back
Back Coverage Pages of Cover Pages of Prospectus
Prospectus
3. Summary Information, Risk Prospectus Summary;
Factors and Ratio of Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Prospectus Summary;
Use of Proceeds
5. Determination of Offering Front Cover Page of Prospectus;
Price Selling Stockholder and Plan of
Distribution
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders and Plan
of Distribution
8. Plan of Distribution Front Cover Page of Prospectus;
Selling Stockholders and Plan of
Distribution
9. Description of Securities Not Applicable
to be Registered
10. Interests of Named Experts Not Applicable
and Counsel
<PAGE>
11. Material Changes Information Incorporated by
Reference; Risk Factors; Recent
Developments
12. Incorporation of Certain Information Incorporated
Information by Reference by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
<PAGE>
PRELIMINARY PROSPECTUS DATED APRIL 5, 1996
SUBJECT TO COMPLETION
PROSPECTUS
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287,846 Shares of Common Stock
PRESSTEK, INC.
This Prospectus relates to an offering by Presstek, Inc. (the "Company") of
up to 5,000 shares of its common stock, $.01 par value (the "Common Stock").
This Prospectus also relates to the offering by certain selling
stockholders of an aggregate of up to 282,846 shares of Common Stock 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 Company, or the
Selling Stockholders, as the case may be, 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 $45,000.
The Common Stock is traded in the over-the-counter market and is quoted on
the NASDAQ National Market under the symbol "PRST". On April 2, 1996, the
closing sale price of the Common Stock as reported by NASDAQ was $110.50.
----------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS COMMENCING ON
PAGE 7 OF THE PROSPECTUS."
-------------------------
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 _________, 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.
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) Current Report on Form 8-K for the event dated December 28, 1995;
(iii) Form 8-K/A, Amendment No. 1 to the Current Report on Form 8-K
for the event dated December 28, 1995;
(iii) Current Report on Form 8-K for the event dated January 11, 1996;
(iv) Current Report on Form 8-K for the event dated February 15, 1996;
(v) Form 8-K/A, Amendment No. 1 to the Current Report on Form 8-K for
the event dated February 15, 1996; and
(vi) 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 Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description.
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<PAGE>
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.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
incorporated by reference into this Prospectus. Each prospective investor is
urged to read this Prospectus in its entirety.
The Company
Presstek, Inc. (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 one-step 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.
PEARL, is a high resolution, high powered semiconductor laser diode imaging
technology and is the result of
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* Postscript is a registered trademark of Adobe Systems, Inc.
-3-
<PAGE>
significant past development efforts by the Company. The Company believes that
PEARL represents a significant technological breakthrough for the worldwide
printing and publishing industry and has several applications for it and its
consumables in the graphic arts industry: a printing press (the "Direct Imaging
Printing Press") and a stand-alone computer-to-plate imaging device (the
"PEARLsetter(TM)"), both of which incorporate the Company's PEARL Direct Imaging
technology. PEARL uses its precision, high powered semiconductor laser diode to
ablate, or remove the materials from the surface of the Company's plates to
produce precisely positioned and formed laser dots at resolutions up to 2540
dots per inch. When these laser dots are combined under the Company's
proprietary system (software, firmware and hardware) they form printers' dots
from which high quality, lithographic color print images are printed. The
graphic arts industry recognizes that the automation and simplification of the
color printing process resulting from the use of these types of computer
direct-to-plate and direct-to-press devices, will provide significant reductions
in the time and cost of multicolor lithographic printing. Therefore, the Company
believes that the graphic arts industry will move with ever increasing speed
towards computer-to-plate imaging devices and computer-to- press printing
systems. The Company also believes that its PEARL laser ablation imaging
technology's ability to produce high quality printed materials, with freedom
from environmental concerns, represents a breakthrough in the expanding market
for computer-to-plate/press products. As a result, the Company believes its past
investments in its proprietary PEARL Direct Imaging technology and its years of
experience in developing digital imaging systems (software, firmware and
hardware) places the Company in a significant position in the markets it has
chosen to serve.
The Company continues to pursue a strategy based on alliances and
relationships with major corporations in the graphic arts and other industries
encompassing licensing, product development and commercialization,
manufacturing, marketing, distribution, sales and services. The Company and
Heidelberger Druckmaschinen AG ("Heidelberg"), the world's largest manufacturer
of printing presses and printing equipment, based in Germany, have jointly
developed the first Heidelberg Direct Imaging Printing Press (the "GTO-DI"). The
Company and Heidelberg experienced a wider range of market applications, and a
greater market acceptance and demand due to the improved image quality of a
PEARL equipped GTO-DI press. As a result, the Company's relationship with
Heidelberg has been expanded to include a new, 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
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<PAGE>
technologies. This press, which was introduced by Heidelberg in May 1995, has a
smaller "footprint" than existing four color presses and employs the Company's
recently developed automatic plate changing cylinder which eliminates the need
for manually changing plates between jobs. This press also employs many other
innovations which will result in reduced costs per printed page and contains or
employs nine of the Company's patented technologies, some of which have been
licensed to Heidelberg . The Company believes that the Quickmaster DI will even
be able to compete on jobs requiring as few as 200 sheets per job, while also
being able to produce runs in excess of 20,000 sheets at a cost that cannot be
equalled by any "on demand" four color printing system. The Company believes the
Quickmaster-DI will greatly expand the use of the Company's Direct Imaging
technology and allow a much broader cross section of the graphic arts market to
experience the productivity and lower cost benefits of direct-to-press digital,
high quality lithographic printing. The Company also has an agreement with the
Adast-Adamov Company, a manufacturer of offset lithographic presses. This
agreement will result in the use of Company's direct imaging technologies on a
larger format (19" x 26") multicolor press. This new, large format direct
imaging press was publicly displayed for the first time at the Graphic
Communications Tradeshow in Philadelphia on March 28-30, 1996. The Company
believes the availability of a larger format direct imaging press will provide a
greater number of market applications and will strengthen the Company's position
in the direct-to-press market. Currently, the Company is engaged in discussions
relating to additional strategic relationships and/or arrangements focused
principally on the PEARLsetter, other Direct Imaging Printing Presses and the
manufacture and distribution of the Company's consumables, for these and other
applications.
The Company's business is subject to numerous risks, including, among other
things, risks associated with product or technology obsolescence; competition,
uncertainty of continued acceptance of current products and the ability of the
Company to protect the proprietary rights of its products. Achieving market
acceptance for any products incorporating the Company's Direct Imaging
technology requires efforts and expenditures of significant funds, either by the
Company, its strategic partners or both. There can be no assurance that any
current products will continue to achieve market acceptance, that the Company
will enter into additional strategic alliances, or that the Company's existing
strategic relationships will prove to be successful in the future. There can be
no assurance that the Company will continue to achieve significant revenues or
profitable operations. See "Risk Factors."
-5-
<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 03051 and its telephone number is (603)
595-7000.
Recent Developments
On February 15, 1996, the Company acquired 90% of the outstanding common
stock (the "Purchased Shares") of Catalina Coatings, Inc., 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 intends to continue the
business of Catalina which will operate as a subsidiary of the Company. The
Purchased Shares were acquired from David G. Shaw ("Shaw"), Marc G. Langlois
("Langlois"), and David G. Shaw and Lynn R. Shaw, as trustees of the David and
Lynn Shaw Charitable Remainder Unitrust, dated February 12, 1996 , pursuant to a
Stock Purchase Agreement (the "Stock Purchase Agreement") dated and effective as
of January 1, 1996 by and among the Company, the Selling Shareholders and John
E. Madocks and Catalina. The aggregate consideration paid by the Company
pursuant to the Stock Purchase Agreement was $8,400,000, of which $8,200,000
represented the purchase price of the Purchased Shares and $200,000 represented
consideration for the non-competition and confidentiality covenants of Shaw and
Langlois. During the fiscal year ended December 31, 1995, Catalina, a Subchapter
S corporation, achieved net income of approximately $1,540,000 on revenues of
approximately $5,400,000.
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<PAGE>
The Offering
Securities offered ............... 282,846 shares of Common Stock by the
Selling Stockholders and 5,000 shares by
the Company.
Common Stock to be outstanding
after the offering(1) .......... 5,079,246 shares
Use of Proceeds .................. The Company will not receive any
proceeds from any sales of Common Stock
by the Selling Stockholders. The
proceeds from the sale of the 5,000
shares by the Company may be used for
acquisitions, financing expenses and
general corporate purposes. 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) 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) shares of Common Stock reserved for
issuance upon exercise of options available for future grant under the
Option Plans, (iii) shares of Common Stock reserved for issuance upon
exercise of options issued under the Company's Non-Employee Director Stock
Option Plan and (iv) shares of Common Stock reserved for issuance upon
exercise of options available for grant under the Company's Non-Employee
Director Stock Option Plan.
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
-7-
<PAGE>
of the Company and this offering before making an investment decision.
1. 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, as amended, the Company and
Heidelberg agreed to certain terms relating to the integration of the Direct
Imaging technology into various presses manufactured by Heidelberg and certain
of its related parties and the manufacture of components for and the
commercialization of such presses. Pursuant to the Heidelberg Agreements, the
Company granted Heidelberg certain exclusive rights, subject to the satisfaction
of certain conditions, for use of the Direct Imaging technology in Heidelberg
presses. 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. The Heidelberg Agreements provide for certain minimum
royalties for each of three categories of Heidelberg Presses. Amounts paid as
minimum royalties will be credited against designated amounts due for royalties
relating to product sales. 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 Heidelberg Agreements contain, among other things, certain early
termination provisions and extension provisions. The termination of the Master
Agreement or Technology License would have a material adverse effect on the
Company.
In addition to being dependent 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
Rexham Industries Corp. ("Rexham") with respect to their manufacture of the
Company's proprietary dry offset printing plates, both aluminum and polyester
based, for use with the Direct Imaging technology. The Company has also entered
into agreements and/or arrangements with other entities relating to
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<PAGE>
development, supply and/or distribution of inks for use in connection 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 existing
strategic relationships will prove successful or that the Company will enter
into additional strategic alliances.
2. 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 image reproduction 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 adapt to 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.
3. Limited Manufacturing Experience and Capacity; Reliance on Outside
Sources. As a result of its recent acquisition of Catalina the Company intends
to have Catalina develop the equipment the Company needs to commence manufacture
of its PEARL thermal printing plates and consummables, 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 Catalina
commences manufacturing plates and consummables 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 consummables 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 the Company believes that there are available
various 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
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<PAGE>
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.
4. 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.
5. 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,
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<PAGE>
Optronics, a Division of Intergraph Corporation, Komori, Krause, Scitex
Corporation Ltd., Linotype-Hell, Kodak, Dai Nippon Screen, Crossfield, a
Division of Dupont, Agfa-Gevaert, 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-Gevaret, Polychrome Corp., a Division of Dai
Nippon Ink & Chemicals, Inc., Toray, Hoechst Celanese Corporation, Howsen, a
Division of Dupont, Horsell/Anitec, a Division of International Paper, Kodak,
Polaroid Corp., Mitsubishi, Fuji Photo Film Co., Ltd. and 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, Crossfield 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 Hoechst-Celanese 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.
6. Patents and Proprietary Rights. As of March 1, 1996, the Company has
been issued 43 U.S. patents, six foreign patents (five Canadian and one
European) and has received a notice of allowance for three additional European
patents. The Company has applied for 22 additional domestic patents and 73
foreign patents 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
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<PAGE>
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 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.
7. 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 cash requirements for
at least the next twelve months. In the event that the Company's plans change,
its assumptions change or prove to be inaccurate or if the proceeds of this
offering, other 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
-12-
<PAGE>
of the Company's equity securities, the interests of the Company's then existing
stockholders could be substantially diluted.
8. 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 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.
9. Possible Volatility of Common Stock Price. From time to time, the market
price of the Common Stock of companies in the imaging technology industry has
been affected by various factors, including adverse publicity. There can be no
assurance that the market price of the Company's Common Stock will not be
volatile as a result of factors such as the Company's financial results,
possible publicity resulting from any product introductions by the Company or
any of its competitors, regulatory matters, and various other factors affecting
the imaging technology industry or stock market generally. Additionally, in
recent years, the stock market, and the Company's common stock has experienced a
high level of price and volume volatility. In addition, market prices for many
companies, particularly small and emerging growth companies, the common stock of
which trade in the over-the-counter market, have experienced wide price
fluctuations not necessarily related to the operating performance of such
companies.
10. 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.
11. 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
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<PAGE>
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. 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 287,246 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.
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. Any proceeds from the sale of the 5,000 shares to be
offered by the Company may be used for acquisitions, financing expenses and
general corporate purposes. The Company has no current agreements or plans with
respect to any future product or other acquisitions.
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>
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 John T. Oxley, who
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 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. Okley's
Schedule 13D.
The Common Stock may be offered by the Company or the Selling Stockholders, as
the case may be, 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
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<PAGE>
sellers and purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the Company or Selling Stockholders may arrange for other
brokers or dealers to participate. Such broker or dealers may receive
commissions or discounts from the Company or 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 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
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<PAGE>
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
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.
-17-
<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 287,846 Shares of
representations must not be relied upon
as having been authorized by the Common Stock
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 PRESSTEK, INC.
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 PROSPECTUS
solicitation would be unlawful. Neither
the delivery of this Prospectus nor any ----------------------
sale made hereunder shall, under any
circumstances, imply that the ____________, 1996
information in this Prospectus is
correct as of any time subsequent to the
date of this Prospectus.
-----------------
TABLE OF CONTENTS
Page
----
Available Information.................
Information Incorporated by Reference.
Prospectus Summary....................
Risk Factors..........................
Use of Proceeds.......................
Selling Stockholders and Plan of
Distribution........................
Legal Matters.........................
Experts...............................
Additional Information................
======================================== ===================================
<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 post- effective amendment are estimated as
follows:
Amount
------
Registration Fee $10,893.48
Printing 3,000.00
Legal Fees and Expenses 20,000.00
Accounting Fees and Expenses 10,000.00
Transfer Agents and Registrars Fees 200.00
Miscellaneous 906.52
----------
TOTAL $45,000.00
==========
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
II-1
<PAGE>
corporation or its stockholders; (ii) acts or omissions not made in good faith
or which involve intentional misconduct of knowing violations of law; (iii)
liability for dividends paid or stock repurchased or redeemed in violation of
the Delaware General Corporation Law; or (iv) any transaction from which the
director derived an improper personal benefit. Section 102(b)(7) does not
authorize any limitation on the ability of the corporation or its stockholders
to obtain injunctive relief, specific performance or other equitable relief
against directors.
Article NINTH of the Company's Amended and Restated Certificate of
Incorporation, as amended, provides that no director shall be personally liable
to the Company or any of its stockholders for monetary damages for breach of his
or her fiduciary duty as a director except to the extent such elimination or
limitation is prohibited by the Delaware General Corporation Law. In addition,
Article TENTH of the Company's Amended and Restated Certificate of Incorporation
and Article X of the By-Laws of the Company provides in substance that, to the
fullest extent permitted by Delaware law, Each director and officer shall be
indemnified by the Company against reasonable costs and expenses, including
attorneys fees, and any liabilities which he or she may incur in connection with
any action to which he or she may be made a party by reason of his or her having
been a director or officer of the Company. The indemnification provided by the
Company's By-Laws and Certificate of Incorporation is not deemed exclusive of or
in any way to limit any other rights which any person seeking indemnification
may be entitled.
Item 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.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Tenzer Greenblatt LLP (included in Exhibit 5).
- --------
II-2
<PAGE>
* Incorporated by reference to Exhibit 4(d) to the Company's registration
statement on Form S-1, No. 33-27112-B.
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
II-3
<PAGE>
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 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 2nd day of
April, 1996.
Presstek, Inc.
By:/s/Richard A. Williams
---------------------------
Richard A. Williams,
Chief Executive Officer
(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>
/s/Richard A. Williams Chief Executive Officer, Secretary April 2, 1996
- ------------------------- and Director, (Principal Executive
Richard A. Williams Officer)
/s/Robert E. Verrando President, Chief Operating Officer April 2, 1996
- ------------------------- and Director
Robert E. Verrando
/s/Robert Howard Chairman of the Board and Director April 2, 1996
- -------------------------
Robert Howard
/s/Lawrence Howard Director April 2, 1996
- -------------------------
Dr. Lawrence Howard
/s/Harold N. Sparks Director April 2, 1996
- -------------------------
Harold N. Sparks
/s/Bert DePamphilis
- -------------------------
Bert DePamphilis Director April 2, 1996
Director 1996
- -------------------------
John Dreyer
/s/Glenn J. DiBenedetto Chief Financial Officer (Principal April 2, 1996
- ------------------------- Financial and Accounting Officer)
Glenn J. DiBenedetto
</TABLE>
II-5
<PAGE>
Exhibit No. Description Page 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.
23.3 Consent of Deloitte & Touche LLP.
23.4 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.
TENZER GREENBLATT LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
April 3, 1996
Presstek, Inc.
8 Commercial Street
Hudson, New Hampshire 03051
Gentlemen:
You have requested our opinion with respect to the public offering and sale
pursuant to a Registration Statement (the "Registration Statement") on Form S-3,
of Presstek, Inc. a Delaware corporation (the "Company"), under the Securities
Act of 1933, as amended (the "Act"), of (i) 5,000 shares (the "Offered Shares")
of the common stock, $.01 par value, of the Company to be offered by the Company
and (ii) 282,846 shares (the "Issued Shares") of common stock of the Company to
be offered by certain selling stockholders who acquired their shares pursuant to
private offerings by the Company consummated in January 1996.
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of the
Company.
Based upon and subject to the foregoing, it is our opinion that:
1. The Issued Shares have been duly and validly issued and are fully paid
and nonassessable.
2. The Offered Shares have been duly and validly authorized and when sold,
paid for and issued, will be duly and validly issued and fully paid and
nonassessable.
<PAGE>
Presstek, Inc.
April 3, 1996
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and in the Prospectus forming a part thereof. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the General Rules
and Regulations promulgated thereunder.
Very truly yours,
/s/ Tenzer Greenblatt LLP
TENZER GREENBLATT LLP
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Presstek, Inc.
Hudson, New Hampshire
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of our report dated February
16, 1996, relating to the financial statements and schedule of Presstek, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 30, 1995.
We also consent to the references to us under the caption "Experts" in the
Prospectus.
/s/ BDO SEIDMAN, LLP
New York, New York
April 2, 1996
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Catalina Coatings, Inc.
Tuscon, Arizona
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of our report dated February 9,
1996, relating to the financial statements of Catalina Coatings, Inc. included
in Form 8-KA of Presstek, Inc. for event dated February 15, 1996.
We also consent to the reference to us under the caption "Experts " in the
Prospectus.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
New York, New York
April 2, 1996
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Presstek, Inc. on Form S-3 of our report dated March 15, 1995 appearing in the
Annual Report on Form 10-K of Presstek, Inc. for the year ended December 30,
1995 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Bedford, New Hampshire
April 1, 1996
