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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
PRESSTEK, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
741113 10 4
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(CUSIP Number)
RUSSELL H. HARBAUGH, JR.
CONNER & WINTERS, A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER, 15 EAST 5TH STREET
TULSA, OK 74103
(918) 586-5694
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 30, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 741113 10 4 PAGE 2 OF 6
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN C. OXLEY
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,623,400
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,623,400
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,623,400
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.0%
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TYPE OF REPORTING PERSON*
14
IN
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SCHEDULE 13D
CUSIP NO. 741113 10 4 PAGE 3 OF 6
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ITEM 1. SECURITY AND ISSUER
---------------------------
This Amendment No. 2 amends the statement on Schedule 13D which was filed
on February 25, 1997 and Amendment No. 1 thereto which was filed on November 14,
1997, and relates to the Common Stock, par value $.01 per share of Presstek,
Inc., a Delaware corporation (the "Company") whose principal executive offices
are located at 8 Commercial Street, Hudson, New Hampshire 03051.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported on Schedule 13D or Amendment No. 1
thereto.
ITEM 2. IDENTITY AND BACKGROUND
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No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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No change.
ITEM 4. PURPOSE OF TRANSACTION
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No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) By reason of (i) his serving as a Co-Executor of the Oxley Estate (ii)
a Co-Trustee of the Oxley Foundation and (iii) his being 60% owner of Boca
Polo, Inc., a Nevada corporation ("Boca Polo"), Mr. Oxley may be deemed to
be the beneficial owner of 1,623,400 shares of Common Stock of the Company,
representing approximately 5.0% of the outstanding shares of Common Stock
(based on 32,275,551 shares of Common Stock outstanding as of November 6,
1998, as reflected in the Company's annual report on Form 10-Q filed with
the Securities and Exchange Commission for the period ended October 30,
1998). Pursuant to Rule 13d-4 promulgated under the Exchange Act, Mr.
Oxley disclaims beneficial ownership of all shares of Common Stock held by
the Oxley Estate and the Oxley Foundation.
(b) Mr. Oxley has shared voting power and shared dispositive power with
respect to the aggregate 1,623,400 shares held by the Oxley Estate, Oxley
Foundation and Boca Polo.
With respect to the shares held by the Oxley Estate, Mr. Oxley shares
voting and dispositive powers with Thomas E. Oxley and Charles C. Killin.
Certain information with respect to Thomas E. Oxley and Mr. Killin remains
unchanged from the information on Schedule 13D filed February 25, 1997.
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SCHEDULE 13D
CUSIP NO. 741113 10 4 PAGE 4 OF 6
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With respect to the shares of Common Stock held by the Oxley
Foundation, Mr. Oxley shares voting and dispositive powers with Mary Jane
Oxley Tritsch. Certain information with respect to Mrs. Tritsch remains
unchanged from the information on Schedule 13D filed February 25, 1997.
With respect to the shares of Common Stock held by Boca Polo, Mr.
Oxley shares voting and dispositive powers with Thomas E. Oxley. Certain
information with respect to Mr. Thomas Oxley remains unchanged from the
information on Schedule 13D filed February 25, 1997.
(c) On June 6, 1997, John C. Oxley, the Oxley Foundation and Boca Polo,
each entered into a Master Securities Loan Agreement with The Goldman Sachs
Trust Company ("Goldman Sachs"), pursuant to which the shares of the Common
Stock of the Company were loaned to Goldman Sachs (see Item 6 of Amendment
No. 1 and the Exhibits attached thereto for further explanation). Amendment
No. 1 incorrectly stated the number of shares loaned to Goldman Sachs by
Boca Polo and the Oxley Foundation. The correct amounts loaned on June 6,
1997 were 8,000 shares by Boca Polo and 105,750 shares by the Oxley
Foundation. These numbers are before the two for one stock split effected
in July, 1997. As of the close of business on November 4, 1997, the
following shares were loaned to Goldman Sachs:
John C. Oxley 24,200 shares
Oxley Foundation 303,600 shares
Boca Polo 84,000 shares
Since November 4, 1997, the following transactions were effected regarding
the Common Stock of the Company.
Shares Held by Boca Polo
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No. of Price
Date Type of Transaction Shares Per Share
---- ------------------- ------ ---------
10/07/98 Sale of shares in the open market 3,000 $7.25
11/30/98 Return of loaned shares from Goldman Sachs 84,000 N/A
(d) None.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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No change.
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SCHEDULE 13D
CUSIP NO. 741113 10 4 PAGE 5 OF 6
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None.
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SCHEDULE 13D
CUSIP NO. 741113 10 4 PAGE 6 OF 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ JOHN C. OXLEY
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JOHN C. OXLEY
Date: DECEMBER 8, 1998
