As filed with the Securities and Exchange Commission on April 23, 1999.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9 Commercial Street, Hudson, New Hampshire 03051
(Address of principal executive offices) (Zip Code)
1997 Interim Stock Option Plan; Non-Employee Director Stock Option Plan;
1998 Stock Incentive Plan
(Full title of the plan)
Mr. Robert W. Hallman
Chief Executive Officer and President, Presstek, Inc.
9 Commercial Street, Hudson, New Hampshire 03051
(Name and address of agent for service)
(603) 595-7000
(Telephone number, including area code, of agent for service)
Copy to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 885-5555
Facsimile: (212) 885-5001
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registra-
to be Registered be Registered Share(1) Price(1) tion Fee
- ---------------- ------------- -------- -------- --------
Common Stock, par 3,500,000 $7.93 $27,755,000 $7,715.89
value $.01 per share(2) shares(3)
(1) Estimated solely for the purposes of calculating the registration fee and
based (a) as to the 248,750, 80,000 and 88,000 shares of Common Stock issuable
upon the exercise of options already granted under the registrant's 1997 Interim
Stock Option Plan ("1997 Plan"), Non-Employee Director Stock Option Plan
("Director Plan") and 1998 Stock Incentive Plan ("1998 Plan"), respectively,
upon the average price at which such options may be exercised and (b) as to the
remaining 1,250, 170,000 and 2,912,000 shares of Common Stock issuable upon
exercise of options reserved for issuance under the 1997 Plan and the Director
Plan and options or other stock-based awards under the 1998 Plan, respectively,
on the basis of the average of the high and low prices for the Common Stock as
quoted on NASDAQ on April 19, 1999.
(2) Pursuant to Rule 416 of the Securities Act of 1933, there are also being
registered additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the 1997 Plan, the Director Plan and the 1998
Plan.
(3) As noted in footnote (1) represents 250,000, 250,000 and 3,000,000 shares,
respectively, issuable under the 1997 Plan, the Director Plan and the 1998 Plan,
respectively.
- 2 -
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
- 3 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999;
(2) The description of the registrant's common stock, par value $.01 per
share (the "Common Stock"), contained in the registrant's Registration Statement
on Form 8-A filed with the Commission, and any amendments thereto; and
(3) All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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
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<PAGE>
successfully defending against a claim and authorizes Delaware corporations to
indemnify their officers and directors under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their being or having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
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 registrant's Amended and Restated Certificate of
Incorporation, as amended, provides that no director shall be personally liable
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 registrant's
Amended and Restated Certificate of Incorporation and Article X of the By-laws
of the registrant provides in substance that, to the fullest extent permitted by
Delaware law, each director and officer shall be indemnified by the registrant
against reasonable costs and expenses, including attorneys' fees, and any
liabilities 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 registrant. The indemnification provided by the registrant'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 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Incorporation
of the registrant, as amended *
4.2 By-laws of the registrant **
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Tenzer Greenblatt LLP (included in
Exhibit 5)
24.1 Powers of Attorney (included on Page II-5 of this
Registration Statement)
- ----------
* Previously filed as Exhibit 3 to the registrant's Quarterly Report on Form
10-Q for the Quarter ended June 29, 1996 and incorporated by reference
thereto.
** Previously filed as an exhibit to the registrant's Form 10-K for the fiscal
year ended December 30, 1995 and incorporated by reference thereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(2) To 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.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the
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offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 referred to in Item 6 of
Part II of this Registration Statement, 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 Securities Act of
1933 ("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 Act and will
be governed by the final adjudication of such issue.
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<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 for filing on Form S-8 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 this 21st day of
April, 1999.
PRESSTEK, INC.
-----------------------
(Registrant)
By: /s/Robert W. Hallman
-----------------------
Robert W. Hallman,
Chief Executive Officer
Each person whose individual signature appears below hereby authorizes each
of Richard A. Williams and Robert W. Hallman or either of them as his or her
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 post-effective amendments to this Registration
Statement.
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert W. Hallman Chief Executive Officer, April 21, 1999
- ----------------------- President and Director
Robert W. Hallman (Principal
Executive Officer)
/s/ Richard A. Williams Chairman of the Board April 21, 1999
- ----------------------- and Director
Richard A. Williams
/s/ Robert E. Verrando
- -----------------------
Robert E. Verrando Director April 21, 1999
/s/ Neil Rossen Chief Financial Officer April 21, 1999
- ----------------------- (Principal Accounting and
Neil Rossen Financial Officer)
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<PAGE>
/s/ Robert Howard Director April 21, 1999
- -----------------------
Robert Howard
/s/ Dr. Lawrence Howard Director April 21, 1999
- -----------------------
Dr. Lawrence Howard
/s/ Bert DePamphilis Director April 21, 1999
- -----------------------
Bert DePamphilis
/s/ John W. Dreyer Director April 21, 1999
- -----------------------
John W. Dreyer
/s/ John B. Evans Director April 21, 1999
- -----------------------
John B. Evans
/s/ Harold N. Sparks Director April 21, 1999
- -----------------------
Harold N. Sparks
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<PAGE>
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
Page
----
4.1 Amended and Restated Certificate of
Incorporation of the registrant*
4.2 By-laws of the registrant **
5 Opinion of Tenzer Greenblatt LLP
23.1 Consent of BDO Seidman LLP
23.2 Consent of Tenzer Greenblatt LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on
Page II-5 of the Registration
Statement)
* Previously filed as Exhibit 3 to the registrant's Quarterly Report on Form
10-Q for the Quarter ended June 29, 1996 and incorporated by reference
thereto.
** Previously filed as an exhibit to the registrant's Form 10-K for the fiscal
year ended December 30, 1995 and incorporated by reference thereto.
Tenzer Greenblatt LLP Letterhead
April 22, 1999
Presstek, Inc.
9 Commercial Street
Hudson, New Hampshire 03051
Gentlemen:
You have requested our opinion with respect to the offering by you,
Presstek, Inc., a Delaware corporation (the "Company"), pursuant to the
provisions of (i) the Company's 1997 Interim Stock Option Plan (the "97 Plan"),
(ii) the Company's 1998 Stock Incentive Plan (the "98 Plan"), (iii) the
Company's Non-Employee Director Stock Option Plan (the "Director Plan"), and a
Registration Statement (the "Registration Statement") on Form S-8, under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of up to
3,500,000 shares (the "Shares") of Common Stock, par value $.01 per share, of
the Company.
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 the foregoing, it is our opinion that the Shares have been duly
and validly authorized and, when sold, paid for and issued as contemplated by
the 97 Plan, the 98 Plan or the Director Plan, as the case may be, and the
Registration Statement, will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement and
<PAGE>
Presstek, Inc.
April 22, 1999
Page 2
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 Registration
Statement on Form S-8 of Presstek, Inc. and in the Prospectus constituting part
of such Registration Statement of our report dated February 19, 1999 (except for
note 14, as to which the date is March 31, 1999) 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 January 2, 1999.
/s/ BDO Seidman, LLP
New York, New York
April 22, 1999
