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:
|_| Preliminary proxy statement |_| Confidential, for use of the
|X| Definitive proxy statement Commission only (as permitted
by Rule 14a-6 (C)(2))
|_| 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
PRESSTEK, INC.
9 Commercial Street
Hudson, New Hampshire 03051
April 20, 1999
Dear Fellow Stockholders:
You are cordially invited to attend our Annual Meeting of Stockholders
which will be held on Tuesday, June 8, 1999 at 1:30 P.M. at the Crowne Plaza, 2
Somerset Parkway, Nashua, New Hampshire 03063.
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,
Richard A. Williams
Chairman of the Board
<PAGE>
PRESSTEK, INC.
9 Commercial Street
Hudson, New Hampshire 03051
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 1999
----------
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, June 8, 1999, at 1:30 P.M. at the
Crowne Plaza, 2 Somerset Parkway, Nashua, New Hampshire 03063, for the following
purposes:
1. To elect nine (9) directors to hold office until the next Annual Meeting
of Stockholders and until their respective successors have been duly elected and
qualified; and
2. To transact such other business as may properly come before the Annual
Meeting of Stockholders or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on April 15, 1999 are
entitled to notice of and to vote at the Annual Meeting of Stockholders or any
adjournments thereof.
By Order of the Board of Directors,
Robert E. Verrando
Secretary
April 20, 1999
- --------------------------------------------------------------------------------
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>
PROXY STATEMENT
PRESSTEK, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 1999
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 June 8, 1999 (the "Annual
Meeting"), 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 22, 1999.
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 Annual Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
9 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 15, 1999 (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 32,308,568 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. 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.
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 which are executed but which do not contain
specific instructions will be voted in favor of the nine (9) nominees for
director contained herein. Proxies may be revoked as noted above.
ELECTION OF DIRECTORS
At this year's Annual Meeting, nine (9) directors will be elected to hold
office for a term expiring at the Annual Meeting of Stockholders to be held in
the year 2000. 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, the proxies granted by stockholders will be
voted individually for the 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
- 2 -
<PAGE>
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
---- --- --------
Richard A. Williams 64 Chairman of the Board,
Chief Scientific Officer
and Director
Robert W. Hallman 59 Chief Executive Officer,
President and Director
Robert E. Verrando 65 Secretary and Director
Robert Howard 75 Director
Dr. Lawrence Howard 46 Director
Bert DePamphilis 66 Director
John W. Dreyer 61 Director
John B. Evans 61 Director
Harold N. Sparks 77 Director
Richard A. Williams, has been Chairman of the Board since September 1998
and Chief Scientific Officer of the Company since March 1999. From February 1996
to September 1998, he served as Chief Executive Officer and Vice Chairman of the
Board of the Company. He also served as Secretary of the Company from June 1988
until September 1998 and has been a director of the Company since November 1987.
From June 1988 to February 1996 Mr. Williams served as an Executive Vice
President and Chief Operating Officer of the Company. From November 1987 to June
1988 Mr. Williams served as Vice President of the Company, and served as its
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 Data Computer Corporation, a manufacturer of printers ("Centronics"),
where he was responsible for line matrix and laser printer development and
introduction.
Robert W. Hallman has been Chief Executive Officer and a director of the
Company since September 1998 and President of the Company since January 1999.
From January 1998 to September 1998, Mr. Hallman was a Senior Vice President of
Kodak Polychrome Graphics, Ltd. From September 1996 to January 1998 he served as
Chief Executive Officer and President of Polychrome Corporation ("Polychrome"),
a Company engaged in the development, manufacture and sale of products for the
printing and publishing industry. He was Senior Vice President of Polychrome
from 1989 to September
- 3 -
<PAGE>
1996 and was Polychrome's Director of Research from 1987 to 1989. From 1979 to
1987 he was Chief Executive Officer and President of Sage Technology, a company
that engaged in the manufacture of imaging and printing products. From 1972 to
1979 he served as Vice President-Technology of Napp Systems, Inc., a company
engaged in newspaper plate manufacturing.
Robert E. Verrando has been a director of the Company since November 1994
and served as President and Chief Operating Officer of the Company from February
1996 to January 1999. He has been Secretary of the Company since September 1998.
From January 1999 to the present Mr. Verrando has been acting as a consultant to
the Company. From October 1994 to February 1996 he served as an Executive Vice
President of the Company. From July 1993 to October 1994, Mr. Verrando was
employed as a consultant to the graphic arts industry. From October 1986 through
July 1993, he 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. In December 1997, in connection with an investigation by
the Securities and Exchange Commission (the "Commission") concerning trading in
the securities of the Company (the "SEC Investigation"), Mr. Verrando, without
admitting or denying the Commission's allegations of securities laws violations,
agreed to pay a civil penalty of $200,000 and to the entry of a final judgment
enjoining him from future violations of Sections 10(b) and 13(a) and Rules
10b-5, 12b-20, 13a-1 and 13a- 20 of the Securities Exchange Act of 1934 (the
"Exchange Act").
Robert Howard, a founder of the Company, has been a director of the Company
since September 1987 and was Chairman of the Board from June 1988 to September
1998. 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. Mr. Howard served as the
President of Howtek from August 1984 through November 1987 and as its Chief
Executive Officer from August 1984 to December 1993. Mr. Howard, the inventor of
the first impact dot matrix printer, was the founder of Centronics. Mr. Howard
served as President and Chairman of the Board of Directors of Centronics from
1969 to April 1980, resigning from the Board of Directors of Centronics 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 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
- 4 -
<PAGE>
pay a civil penalty and to the entry of a permanent injunction against future
violations of Section 10(b) and Rule 10b-5 of the Exchange Act. In addition, in
December 1997, in connection with the SEC Investigation, Mr. Howard, without
admitting or denying the Commission's allegations of securities laws violations,
agreed to pay a civil penalty of $2,700,000 and to the entry of a final judgment
enjoining him from future violations of Sections 10(b) and 13(a) and Rules
10b-5, 12b-20, 13a-1 and 13a-20 of the Exchange Act.
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 Chief Executive Officer and
Treasurer of the Company from June 1988 to June 1993; served as President from
June 1988 to November 1992; and was Vice President from October 1987 to June
1988. From March 1997 to the present, Dr. Howard has been a general partner of
Hudson Ventures, L.P. (formerly known as Hudson Partners, L.P.), a limited
partnership that is the general partner of Hudson Venture Partners, L.P., a
limited partnership that is qualified as a small business investment company
("SBIC"). From March 1997 to the present, Dr. Howard has been a managing member
of Hudson Management Associates LLC, a limited liability company that provides
management services to the SBIC. From July 1995 to March 1997, Dr. Howard was
President of Howard Capital Partners, Inc., an investment banking firm. From
July 1994 to July 1995 Dr. Howard was Senior Managing Director of Whale
Securities Co. L.P., an NASD registered broker-dealer. Dr. Howard is the son of
Robert Howard.
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., a color prepress service for advertising agencies
and Fortune 100 companies that ceased independent operations when it became a
division of AGT in September 1994.
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 its Chief Executive Officer since
1978.
John B. Evans has been a director of the Company since October 1997. From
August 1995 to the present, Mr. Evans has been President and Chief Executive
Officer of R.E.M. Productions, Inc., a media consulting firm. From March 1992 to
August 1995,
- 5 -
<PAGE>
Mr. Evans served as President and Chief Executive Officer of News Electronic
Data, Inc., a subsidiary of News Corporation.
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. Mr.
Sparks has acted as a consultant to Fashion Neckwear Co., Inc. since September
1995.
Directors are elected annually by the stockholders. During the fiscal year
ended January 2, 1999, the Board of Directors held four meetings which were
attended by all of the directors eligible to attend except for Messrs. Dreyer
and Sparks who each were unable to attend one meeting. In addition, the Board
took other action by unanimous written consents in lieu of a meeting. During the
fiscal year ended January 2, 1999, the Company did not have a standing
nominating committee of the Board of Directors or a committee performing similar
functions. The Company has a compensation committee of the Board which is
currently comprised of Messrs. Dreyer and Evans. The compensation committee,
which was established in April 1998, held one meeting during the fiscal year
ended January 2, 1999. The Company has an audit committee which supervises the
audit and financial procedures of the Company. The audit committee is currently
comprised of Messrs. DePamphilis and Evans and Dr. Howard. The audit committee
held one meeting during the fiscal year ended January 2, 1999.
EXECUTIVE OFFICERS
In addition to Richard A. Williams and Robert W. Hallman, the Company's
executive officers include Neil M. Rossen. Officers are elected by the Board of
Directors and serve at the discretion of the Board.
Neil M. Rossen, 52, has served as Vice President and Chief Financial
Officer of the Company since June 1998. From November 1996 to June 1998 Mr.
Rossen served as Vice President and Chief Financial Officer of Labtec Inc.
(formerly Spacetec IMC Corporation), a developer of three dimensional
interactive input controllers and related software. Between 1993 and 1996 he was
an investor and an officer of Intelliphone Inc., a privately held interconnect
company. Between 1990 and 1992 he served as Vice President of Sales and
Marketing of PAGG Corporation, a contract manufacturer. Between 1982 and 1988 he
served in a variety of senior financial positions at Data General Corp. in both
Europe and the United States. Between 1978 and 1982 he was employed in a variety
of senior financial and operational positions with Northern Telecom Inc.
- 6 -
<PAGE>
Legal Proceedings
As previously disclosed, seven federal class action lawsuits were filed
against the Company and others, all of which have been consolidated before the
United States District Court, District of New Hampshire, under the common
caption Bill Berke, et al. v. Presstek, Inc., et al. The plaintiffs have jointly
filed and served a Second Consolidated Amended Class Action Complaint naming the
Company, certain of its present or former officers and directors (the "Berke
Officer and Director Defendants"), and other parties as defendants. The
plaintiffs allege, among other things, that the Company and/or the Berke Officer
and Director Defendants violated Section 10(b) ("Sect. 10(b)") of the Exchange
Act and Rule 10b-5 ("Rule 10b-5") promulgated thereunder, and violated New
Hampshire Law; and that the Berke Officer and Director Defendants violated
Section 20(a) ("Sect. 20(a)") and Section 20A of the Exchange Act. The Complaint
alleges, among other things, that the Company and/or the Berke Officer and
Director Defendants issued false and misleading reports, failed to disclose
material facts including a misstatement of earnings in the Company's financial
statements for the first quarter ending March 30, 1996, misstated or failed to
fully disclose the Company's supply contracts with, payments received from,
sales made by, backlog or orders received from, and delays in production by the
Company's principal customer, and alleged circulation of, and failed to correct
certain research reports concerning the Company that contained alleged
misrepresentations regarding allegedly inflated financial projections and the
alleged failure to properly disclose the scope of the SEC Investigation. Certain
of the Berke Officer and Director Defendants are alleged to have sold the
Company's Common Stock at artificially inflated prices while in possession of
material non-public information concerning the Company. The plaintiffs seek
unspecified compensatory and punitive damages, attorney and expert fees and
other costs and expenses incurred by the plaintiffs in connection with the
action.
On March 30, 1999, the United States District Court for the District of New
Hampshire issued orders dismissing several of the claims brought against the
Company and others in the Berke lawsuit.
As previously disclosed, on July 16, 1996, Richard Strauss commenced a
derivative suit on behalf of the Company in the Court of Chancery of the State
of Delaware, New Castle County, against certain officers and directors of the
Company (the "Strauss Officer and Director Defendants"). The plaintiff alleges
that the Strauss Officer and Director Defendants breached their fiduciary duties
to the Company and its public stockholders and wasted corporate assets, by
making allegedly false and misleading statements of fact or concealing material
facts concerning the viability of the Company's "key" patent and its proprietary
interest in its PEARL(R) technology, causing the Company to fail to
- 7 -
<PAGE>
properly disclose the scope of the SEC Investigation, and causing the Company to
misstate its financial results for the first quarter of 1996. The plaintiff also
alleges that certain of the Strauss Officer and Director Defendants sold
securities of the Company at inflated prices while they were in possession of
material non-public information concerning the Company. The plaintiff alleges
that the actions of the Strauss Officer and Director Defendants resulted in
breaches of Sect. 10(b) and Rule 10b-5 which resulted in other lawsuits being
commenced against the Company which will require the Company to expend resources
to defend. The plaintiff seeks to recover, on behalf of the Company, unspecified
damages allegedly sustained by the Company as a result of the defendants'
alleged breaches of fiduciary duty, disgorgement of any profits derived from
their sale of the Company's Common Stock, as well as other relief. This action
had been stayed pending the outcome of the Berke action.
As previously disclosed, on March 14, 1997, James P. Cassidy commenced a
derivative suit on behalf of the Company in the United States District Court for
the District of New Hampshire against, among others, certain of the Company's
officers and directors (the "Cassidy Officer and Director Defendants"). The
plaintiff alleges that the Cassidy Officer and Director Defendants breached
their fiduciary duty to the Company and its public stockholders and wasted
corporate assets by making false and misleading statements of fact or concealing
material facts concerning the scope and viability of the Company's "key" patents
and its proprietary interest in its PEARL(R) technology, and causing the Company
to issue false and misleading reports or failure to disclose material facts
including a misstatement of earnings in the Company's financial statements for
the year ending December 30, 1995, and for the first quarter ending March 30,
1996. The plaintiff also alleges that certain of the Cassidy Officer and
Director Defendants sold securities of the Company at inflated prices while they
were in possession of material non-public information concerning the Company.
The plaintiff also alleges that the actions of the Cassidy Officer and Director
Defendants resulted in breaches of Sect. 10(b) and Rule 10b-5 which resulted in
other lawsuits being commenced against the Company which will require the
Company to expend resources to defend, and also constituted gross negligence and
breaches of their contractual obligations to the Company. The plaintiff seeks to
recover on behalf of the Company unspecified damages allegedly sustained by the
Company as a result of the defendants' actions as alleged, disgorgement of any
profits from the sale of the Company's Common Stock, as well as other relief
against the defendants. By agreement of the parties, this action has been stayed
pending the outcome of certain motions made by the parties in the Berke action.
As previously disclosed, on June 16, 1997, Seena Stevens Silverman
commenced a purported class action in the United States District Court for the
District of New Hampshire against the
- 8 -
<PAGE>
Company and certain of its present and/or former officers and directors (the
"Stevens Officer and Director Defendants"), and other parties. The plaintiff
purports to bring this action on behalf of a class of persons who sold put
options in the Common Stock of the Company between November 7, 1995 and June 20,
1996. The complaint alleges, among other things, that the Company and/or the
Stevens Officer and Director Defendants violated Sect. 10(b) and Rule 10b-5, and
violated New Hampshire Law; and that the Stevens Officer and Director Defendants
violated Sect. 20(a). The plaintiff alleges that the defendants defrauded the
putative class members by manipulating the price and supply of the Company's
Common Stock, issuing false and misleading statements regarding the nature of
the Company's proprietary PEARL(R) technology, failing to disclose the true
depth and target of the SEC Investigation, and making misleading statements
regarding the Company's claims to its PEARL(R) technology and its contract with
the Company's principal customer. The plaintiff also alleges that certain of the
Stevens Officer and Director Defendants sold securities of the Company at
inflated prices while they were in possession of material non-public information
concerning the Company. The plaintiff seeks to recover unspecified compensatory
and punitive damages on behalf of the putative class, as well other relief.
The Company intends to vigorously defend the foregoing actions. However,
the outcome of any litigation is subject to uncertainty and a successful claim
against the Company in any of such actions could have a material adverse effect
on the Company.
- 9 -
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses the compensation for the persons who served
as the Company's principal executive officers during the fiscal year ended
January 2, 1999 and for the only other executive officers of the Company whose
salaries exceeded $100,000 for the Company's fiscal year ended January 2, 1999
(the "Named Executives"). The number of securities underlying options has been
adjusted to give retroactive effect to a two-for-one Common Stock split effected
in the form of 100% stock dividend in July 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
------------ ------------
Other
Annual Securities
Name and Principal Fiscal Salary Compen- Underlying
Position Year ($) sation+ Options (#)
- ------------------ ---- ----- ------- -----------
<S> <C> <C> <C> <C>
Richard A. Williams 1998* 189,347 40,000**
Chief Scientific Officer (1) 1997 182,000 --
1996 153,000 40,000
Robert W. Hallman 1998* 73,862 119,522 150,000
Chief Executive Officer and (3)
President (2)
Robert E. Verrando 1998* 245,498 40,000**
Secretary (4) 1997 200,000 --
1996 179,000 40,000
Richard Loring (5) 1998* 176,039 100,000**
Executive Vice President 1997 172,907 100,000
1996 152,400 --
</TABLE>
- ----------
* Represents the fiscal year ended January 2, 1999.
** Represents options granted in prior fiscal years whose exercise prices were
reduced during the fiscal year ended January 2, 1999.
+ Except with respect to Mr. Hallman's relocation expense, no Named Executive
received perquisites or other annual compensation exceeding 10% of his
annual salary.
(1) Mr. Williams served as the Company's Chief Executive Officer from February
1996 to September 1998.
(2) Mr. Hallman became Chief Executive Officer of the Company in September
1998. He also assumed the position of President of the Company in January
1999.
(3) Represents payment of Mr. Hallman's relocation expenses.
- 10 -
<PAGE>
(4) During the fiscal year ended January 2, 1999, Mr. Verrando served as
President and Chief Operating Officer of the Company until his retirement
from such positions on January 4, 1999. Mr. Verrando continues to provide
consulting services to the Company.
(5) Mr. Loring was appointed as an executive officer of the Company in April
1997. In addition, from February 1996 until his appointment as an executive
officer in April 1997, Mr. Loring served as a consultant to the Company.
The salary for Mr. Loring includes $152,400 and $61,650 paid to him during
the fiscal years ended December 28, 1996 and January 3, 1998, respectively,
in his capacity as a consultant to the Company. Mr. Loring resigned all
officer positions with the Company in November 1998 although he continues
to provide consulting services to the Company's subsidiary.
The following table provides information with respect to individual stock
options granted during the fiscal year ended January 2, 1999 to the Named
Executives.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential Realizable
% of Value at Assumed
Total Annual Rates of
Options Stock Price
Shares Granted to Appreciation for
Underlying Employees Exercise Option Term (1)
Options in Fiscal Price Expiration ----------------------
Name Granted (#) Year (2) ($/sh) Date 5%($) 10%($)
---- ----------- -------- ------ ---- ------ ------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Hallman 45,000(3) 3.0 $ 8.75 9/21/04 $133,916 $303,804
105,000(3) 8.0 $ 8.75 9/21/04 $312,470 $708,876
Richard A. Williams 40,000* 2.9 $13.75 12/2/01 $107,512 $230,000
Robert E. Verrando 40,000* 2.9 $13.75 12/2/01 $107,512 $230,000
Richard Loring 100,000*(4) 6.7 $13.75 (4) (4) (4)
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
* Represents options granted in prior fiscal years that were repriced in the
fiscal year ended January 2, 1999.
(1) The potential realizable value columns of the table illustrate values that
might be realized upon exercise of the options immediately prior to their
expiration, assuming the Company's Common Stock appreciates at the
compounded rates specified over the term of the options. These numbers do
not take into account provisions of certain options providing for
termination of the option following termination of employment or
nontransferability of the options and do not make any provision for taxes
associated with exercise. Because actual gains will depend upon, among
other things, future performance of the Company's Common Stock, there can
be no assurance that the amounts reflected in this table will be achieved.
- 11 -
<PAGE>
(2) The percentage has been calculated based upon total options granted to
employees in the fiscal year ending January 2, 1999 under all of the
Company's stock option plans.
(3) These options became exercisable in four equal annual installments
commencing one year from the date of grant and expire six years from the
date of grant.
(4) All of these options, which would have expired on April 4, 2003,
terminated, unexercised, as a result Mr. Loring's resignation as an
employee of the Company. The potential realizable value of these options
assuming they had been held until their original expiration date would have
been $383,570 (5% rate of appreciation) and $848,530 (10% rate of
appreciation).
The following table sets forth information concerning the value of
unexercised stock options held by the Named Executives as of January 2, 1999,
and the options exercised by the Named Executives during the fiscal year ended
January 2, 1999. The number of shares acquired on exercise and the number of
securities underlying options has been adjusted to give retroactive effect to
the five-for-four split of the Company's Common Stock effected in the form of a
25% stock dividend in September 1994 and two-for-one Common Stock splits
effected in the form of 100% stock dividends in May 1995 and July 1997,
respectively.
Aggregated Option Exercises for Fiscal Year-Ended January 2, 1999
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at January 2, 1999 at January 2, 1999*
- ---------------------------------------------------------------------------------------------------------------------------
Shares
Acquired Value
Name on Exercise Realized+ Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Williams 100,000 $412,202 95,000 -- $ 0 $ 0
Robert W. Hallman -- $ -- -- 150,000 $ 0 $ 0
Robert E. Verrando -- $ -- 210,000 10,000 $ 0 $ 0
Richard Loring -- $ -- -- -- $ 0 $ 0
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
+ Value realized represents the positive spread between the exercise price
of such options and the market value of the Company's 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 $6.813.
- 12 -
<PAGE>
The following table sets forth information concerning the repricing of
certain stock options held by the Named Executives. Except as set forth below,
no other options held by the Named Executives have been repriced.
10 YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
=====================================================================================================================
Number Of Market Price Length of
Securities of Stock At Exercise Price Original Option
Underlying Time Of At Time Of Term Remaining
Options/SARs Repricing Or Repricing Or New At Date of
Repriced Or Amendment Amendment Exercise Repricing Or
Name Date Amended (#) ($) ($) Price ($) Amendment
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard A.Williams 4/06/98 40,000 13.75 35.50 13.75 1,335 days
- ---------------------------------------------------------------------------------------------------------------------
Richard A. 07/20/92 75,000 2.85 4.50 2.85 1,825 days
Williams
- ---------------------------------------------------------------------------------------------------------------------
Robert E. Verrando 4/06/98 40,000 13.75 35.50 13.75 1,335 days
- ---------------------------------------------------------------------------------------------------------------------
Richard Loring 4/06/98 100,000* 13.75 27.28 13.75 1,840 days
=====================================================================================================================
</TABLE>
- ----------
*These options expired unexercised.
Compensation of Directors
Directors received no cash compensation for serving on the Board during the
year ended January 2, 1999. However, during such year the Company paid Mr.
Robert Howard, a director of the Company, $133,000 for consulting services
rendered to the Company and had an additional $12,000 of accrued payments due to
Mr. Howard at January 2, 1999.
Effective December 1993, the Company adopted its Non-Employee Director
Stock Option Plan (the "Director Plan"). Only non-employee 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 automatically receive a grant of options to purchase 5,000 shares of
Common Stock at fair market value upon first becoming a director and,
thereafter, an annual grant, on the first business day of January of each year,
of 2,500 options at fair market value.
Under each of the Company's 1991 Stock Option Plan ("1991 Plan"), 1994
Stock Option Plan ("1994 Plan"), and 1997 Interim Stock Option Plan ("1997
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 nonqualified
option (subject to the number of
- 13 -
<PAGE>
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 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 or nonqualified options under such plans to the extent permitted by such
plan. 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 in any year is limited by the Internal Revenue Code of
1986, as amended. Directors are also eligible to receive options or stock-based
awards under the Company's 1998 Stock Incentive Plan (the "1998 Plan"). The 1998
Plan provides for the grant of any or all of the following types of awards
(collectively, "Awards"): (1) stock options, (ii) restricted stock, (iii)
deferred stock and (iv) other stock-based awards. Awards may be granted singly,
in combination, or in tandem, as determined by the administrators of the 1998
Plan.
Employment Arrangements
The Company has entered into employment agreements with Messrs. Williams
and Hallman. Mr. Williams currently serves as the Company's Chief Scientific
Officer for a term expiring on December 31, 1999, subject to automatic annual
renewal unless terminated. His current annual salary is $215,000, and is subject
to such bonuses and increases as are approved at the discretion of the Board of
Directors. Mr. Hallman currently serves as the Company's Chief Executive Officer
and President for a term expiring on September 30, 1999 subject to automatic
annual renewal unless terminated. Mr. Hallman's current annual salary is
$275,000, and is subject to such bonuses and increases as are approved at the
discretion of the Board of Directors. Each of Mr. Williams and Mr. Hallman is,
in addition to salary, entitled to certain fringe benefits.
Mr. Williams' and Mr. Hallman's employment agreements also provide that if
their employment is terminated under certain circumstances, including
termination of their employment for reasons other than "cause", termination as a
result of the failure of the Company to agree to the automatic renewal
provisions of the agreement or termination upon a change in control of the
Company, (as defined in their agreements), they will be entitled to receive
severance pay equal to: (i) their current salary for the remaining term of the
agreement and three (3) times their then current salary if the termination
occurs other than as a result of a change in control within three years of the
date of the agreement, (ii) their current salary for the remaining term of the
agreement and one (1)
- 14 -
<PAGE>
times their then current salary if the termination occurs other than as a result
of a change in control more than three years after the date of the agreement or
(iii) in the event of a change in control, three (3) times their average annual
compensation which was payable by the Company and includable in their "gross
income" (as defined in their employment agreements) for federal income tax
purposes with respect to the five (5) most recent taxable years of the Company
ending prior to the change in control.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
During the fiscal year ended January 2, 1999 the Company established a
Compensation Committee of its Board of Directors comprised of Messrs. Dreyer and
Evans. Decisions as to compensation for the fiscal year ended January 2, 1999
were made by the Company's Board of Directors although the Compensation
Committee met in the later part of the fiscal year to determine the annual
compensation for Mr. Williams for the fiscal year ending January 1, 2000.
Messrs. Williams, Hallman and Verrando, in their capacity as a director, each
participated in the Board's deliberations concerning compensation of executive
officers for the Company's fiscal year ended January 2, 1999. During the fiscal
year ended January 2, 1999, 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
As noted above, during the fiscal year ended January 2, 1999 the Board
established a Compensation Committee of the Board of Directors comprised of
Messrs. Dryer and Evans. Compensation of the Company's executive officers for
the fiscal year ended January 2, 1999 had been determined by the Board of
Directors prior to the establishment of the Compensation Committee. There is no
formal compensation policy for the Company's executive officers.
The Board of Directors has appointed a Stock Option Committee, currently
comprised of Messrs. Sparks and DePamphilis, for each of the 1991 and 1994
Plans, which has made grants under, and has administered, the 1991 and 1994
Plans.
Total compensation for executive officers consists of a combination of
salaries and stock option or other stock-based awards. The base salaries of
Richard A. Williams, the Company's Chief Scientific Officer and Robert W.
Hallman, the Company's Chief Executive Officer and President, is fixed annually
pursuant to the terms of their respective employment agreements with the Company
by the Compensation Committee, if then in existence, or by the entire Board of
Directors. Base salary of other executive officers is based on the Company's
financial performance and the executive's individual performance and level of
responsibility. Bonus
- 15 -
<PAGE>
compensation, if any, to executive officers is based generally upon the
Company's financial performance and the availability of resources as well as the
executive officer's individual performance and level of responsibility. Stock
option awards under the 1991 Plan, 1994 Plan and 1997 Plan and stock-based
awards under the 1998 Plan 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 or other stock-based awards were granted to the executive officers of
the Company during the fiscal year ended January 2, 1999 except for six year
options to purchase (i) 150,000 shares of Common Stock at $8.75 which were
granted to Mr. Robert Hallman upon his becoming an officer of the Company in
September 1998 (ii) 88,000 shares of Common Stock at $14.063 per share which
were granted to Mr. Rossen upon his becoming an officer of the Company in June
1998.
In addition, as noted below, during the fiscal year ended January 2, 1999
the Company repriced certain options granted to employees, including the Named
Executive Officers.
During the fiscal year ended January 2, 1999, the Company had a loss of
approximately $2,681,000 on revenues of approximately $84,386,000, compared to
earnings of approximately $14,372,000 on revenues of approximately $91,560,000
during the fiscal year ended January 3, 1998.
Richard A. Williams
Robert W. Hallman
Robert E. Verrando
Robert Howard
Dr. Lawrence Howard
Bert DePamphilis
John W. Dreyer
John B. Evans
Harold N. Sparks
- 16 -
<PAGE>
Report on Option Repricing
During the fiscal year ended January 2, 1999 the Board of Directors
determined to reduce the exercise price of options previously granted to its
employees, including options previously granted to certain of the Named
Executives. Options to purchase an aggregate of 1,077,000 shares of Common Stock
previously issued to employees were repriced, including options to purchase
180,000 shares of Common Stock previously issued to certain of the Named
Executives. The exercise prices of these options were reduced to $13.75 per
share, which represented the market price of the Common Stock at the time of
repricing. The Board believed that the purpose underlying the original grant of
options, namely, to attract, motivate and retain senior management and other
personnel by affording them an opportunity to receive additional compensation
based upon the performance of the Company's Common Stock, would be undermined
due to the erosion in the market price of the Common Stock. The Board decided
that the repricing of the options would serve to accomplish the Board's goals of
further motivating members of its management team and employees without the use
of cash resources.
Richard A. Williams
Robert W. Hallman
Robert E. Verrando
Robert Howard
Dr. Lawrence Howard
Bert DePamphilis
John W. Dreyer
John B. Evans
Harold Sparks
- 17 -
<PAGE>
Stock Performance Graph
The following line graph compares, from January 1, 1994, through January 2,
1999, the cumulative total return among the Company, companies comprising the
NASDAQ Market Index and a Peer Group, based on an investment of $100 on January
1, 1994, in the Company's Common Stock and the NASDAQ Market Index, and the
stock of the Current Peer Group and the prior year's Peer Group 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 Current Peer Group consists of
Baldwin Technology (Class A), Electronics for Imaging, Imation Corporation,
Indigo N.V., International Paper, Co., PrimeSource Corporation, Scitex
Corporation Ltd., Stevens International (Class A) and Xeikon N.V. (ADR's) which
the Company believes is currently a more representative group of comparable
companies in the Company's industry than the prior year's Peer Group.
<TABLE>
<CAPTION>
===========================================================================================
1/1/94 12/31/94 12/30/95 12/28/96 1/03/98 1/02/99
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Presstek $100.00 $225.45 $843.75 $656.25 $446.43 $121.65
Inc.
- -------------------------------------------------------------------------------------------
Current $100.00 $68.95 $50.32 $30.08 $35.71 $36.93
Peer Group
- -------------------------------------------------------------------------------------------
Prior Peer $100.00 $110.00 $114.73 $126.78 $127.04 $138.36
Group(1)
- -------------------------------------------------------------------------------------------
NASDAQ $100.00 $104.99 $136.18 $169.23 $207.00 $291.96
Market
Index
===========================================================================================
</TABLE>
- ----------
(1) The composition of the Prior Peer Group consists of Indigo N.V., Scitex
Corporation Ltd. and Xeikon N.V. (ADR's).
- 18 -
<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 current executive officers and directors as a
group:
Amount and Nature Percentage
Name of of Beneficial of Outstanding
Beneficial Owner Ownership (2) Shares Owned
Robert Howard 2,425,748(1)(3) 7.5
Dr. Lawrence Howard 2,480,628(1)(4) 7.7
Richard A. Williams 606,800(5) 1.9
Robert E. Verrando 218,000(6) (7)
Robert W. Hallman 8,000(8) (7)
Richard Loring -- (7)
Harold N. Sparks 97,100(9) (7)
Bert DePamphilis 42,100(10) (7)
John W. Dreyer 62,500(11) (7)
John B. Evans 13,500(12) (7)
All executive officers
and directors as a
group (ten persons) 5,954,376(13) 18.1
- ----------
(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 120,000 shares of Common Stock held by Mr.
Howard which are currently exercisable. Also includes 24,300 shares owned
by Mr. Howard's wife.
(4) Also includes 35,000 shares owned by Dr. Howard's wife, 72,834 shares owned
by Dr. Howard's wife as custodian for Dr. Howard's children and 45,000
shares owned by Dr. Howard as custodian for his children.
- 19 -
<PAGE>
(5) Includes options to purchase 95,000 shares of Common Stock held by Mr.
Williams which are currently exercisable. Also includes 33,500 shares held
of record by Mr. Williams' wife. Does not include shares owned by Mr.
Williams' children with respect to which Mr. Williams disclaims any
beneficial interest.
(6) Includes 4,000 shares held by Mr. Verrando's wife and 210,000 shares
issuable upon exercise of options held by Mr. Verrando which are currently
exercisable.
(7) Less than 1%.
(8) Includes 4,000 shares held by Mr. Hallman's wife.
(9) Includes options to purchase 40,000 shares of Common Stock held by Mr.
Sparks which are currently exercisable.
(10) Includes options to purchase 40,000 shares of Common Stock held by Mr.
DePamphilis which are currently exercisable.
(11) Includes 52,500 shares issuable upon exercise of options held by Mr. Dreyer
which are currently exercisable.
(12) Includes 1,000 shares held by Mr. Evan's wife and 7,500 shares issuable
upon exercise of options held by Mr. Evans which are currently exercisable.
(13) Includes options to purchase 120,000, 95,000, 210,000, 40,000, 40,000,
52,500, and 7,500 shares held by Robert Howard, Richard A. Williams, Robert
E. Verrando, Harold Sparks, Bert DePamphilis, John W. Dreyer and John B.
Evans, respectively, which are currently exercisable. Does not include
options to purchase 150,000, 10,000, 88,000, 2,500, 2,500, 2,500 and 2,500
shares of Common Stock held by Robert W. Hallman, Robert E. Verrando, Neil
Rossen, Harold Sparks, Bert DePamphilis, John W. Dreyer, and John B. Evans,
respectively, none of which are exercisable within 60 days from the Record
Date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid Mr. Robert Howard, a director of the Company, $133,000 for
consulting services provided to the Company during the fiscal year ended January
2, 1999 and owed Mr. Howard an additional $12,000 at January 2, 1999 for
consulting services. In addition, the Company paid Mr. Howard $38,000 as a
tenant-at-will sublessee of certain offices from Mr. Howard during the fiscal
year ended January 2, 1999.
During the fiscal year ended January 2, 1999, the Company recorded sales of
equipment and consumables to Pitman of $13,728,000, and had accounts receivable
from Pitman of $3,796,000
- 20 -
<PAGE>
at January 2, 1999. John W. Dreyer, who has been a director of the Company since
February 1996, is Pitman's President and Chief Executive Officer.
During the fiscal year ended January 2, 1999, the Company made a loan to
Robert E. Verrando, a director and consultant and former President and Chief
Operating Officer of the Company, in the amount of $200,000. The loan bears
interest at 8% per annum, with principal and accrued interest payable on demand.
At January 2, 1999, the entire $200,000 of principal and $13,000 of interest was
outstanding under the loan.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the financial statements of
the Company for the fiscal year ended January 2, 1999. 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 January 1, 2000 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.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING TO BE HELD IN 1999
Stockholders who wish to present proposals appropriate for consideration at
the Company's Annual Meeting of Stockholders to be held in the year 2000 must
(i) 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 19, 1999 and
(ii) must satisfy the conditions established by the Securities and Exchange
Commission and the Company's By-laws for stockholder proposals 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 FISCAL YEAR ENDED JANUARY 2,
1999 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
- 21 -
<PAGE>
PROVIDED WITHOUT CHARGE (EXCEPT FOR A NOMINAL CHARGE FOR ANY EXHIBITS TO THE
FORM 10-K) UPON WRITTEN REQUEST TO:
PRESSTEK, INC.
9 COMMERCIAL STREET
HUDSON, NEW HAMPSHIRE 03051
ATTENTION: JANE MILLER
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 E. Verrando
Secretary
April 20, 1999
- 22 -
<PAGE>
PRESSTEK, INC.
9 Commercial Street
Hudson, New Hampshire 03051
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 8, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints RICHARD A. WILLIAMS and ROBERT W. HALLMAN,
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, June 8, 1999, at the Crowne Plaza, 2
Somerset Parkway, Nashua, New Hampshire 03063 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
(except as marked to the contrary below).
|_| WITHHOLD AUTHORITY
to vote for all nominees listed below.
Richard A. Williams, Robert W. Hallman, Robert E. Verrando,
Robert Howard, Dr. Lawrence Howard, Bert DePamphilis, John W.
Dreyer, John B. Evans and Harold N. Sparks
(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. 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 LISTED
ABOVE.
DATED: _________________, 1999
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.
