SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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
[_] Definitive additional materials by Rule 14a-6(c)(2))
[_] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Presstek, Inc.
(Name of Registrant as Specified in Its Charter)
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(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.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] 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:
<PAGE>
PRESSTEK, INC.
9 Commercial Street
Hudson, New Hampshire 03051
April 28, 2000
Dear Fellow Stockholders:
You are cordially invited to attend our Annual Meeting of Stockholders
which will be held on Monday, June 19, 2000 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 19, 2000
--------------------
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 Monday, June 19, 2000, at 1:30 P.M. at the
Crowne Plaza, 2 Somerset Parkway, Nashua, New Hampshire 03063, for the following
purposes:
1. To elect ten (10) 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 26, 2000 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 28, 2000
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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.
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<PAGE>
PROXY STATEMENT
PRESSTEK, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2000
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 19, 2000 (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 May 8, 2000.
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 26, 2000 (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 32,592,913 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 ten (10) nominees for
director contained herein. Proxies may be revoked as noted above.
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<PAGE>
ELECTION OF DIRECTORS
At this year's Annual Meeting, ten (10) directors will be elected to hold
office for a term expiring at the Annual Meeting of Stockholders to be held in
the year 2001. 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 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 65 Chairman of the Board,
Chief Scientific Officer
and Director
Robert W. Hallman 60 Chief Executive Officer,
President and Director
Robert E. Verrando 66 Secretary and Director
Robert Howard 76 Director
Dr. Lawrence Howard 47 Director
John W. Dreyer 62 Director
Daniel S. Ebenstein 57 Director
John B. Evans 62 Director
Edward J. Marino 49 Director
Harold N. Sparks 78 Director
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<PAGE>
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 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
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<PAGE>
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 and marketing of digitizing systems, or
"scanners", 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
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
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<PAGE>
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.
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.
Daniel S. Ebenstein has been a director of the Company since November 1999.
Since 1968 Mr. Ebenstein has been practicing law at the New York law firm of
Amster, Rothstein & Ebenstein and has been a partner of that firm since 1972.
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, Mr. Evans served as President and Chief Executive Officer of News
Electronic Data, Inc., a subsidiary of News Corporation.
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<PAGE>
Edward J. Marino has been a director of the Company since November 1999.
From January 2000 to the present Mr. Marino has been employed as President and
Chief Executive Officer of Lightning Print, Inc. From January 1997 to October
1999, he served as President of Danka Services International, an international
provider of document management outsourcing services. From April 30, 1990 to
January 1997, he served as Vice President of U.S. sales and operations for the
Professional Imaging division of Eastern Kodak Company.
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 1, 2000, the Board of Directors held five meetings which were
attended by all of the directors eligible to attend except for Mr.Sparks who was
unable to attend one of the meetings. In addition, the Board took other action
by unanimous written consents in lieu of a meeting. During the fiscal year ended
January 1, 2000, 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 held no meetings but did take
certain action by written consent during the fiscal year ended January 1, 2000.
The Company has an audit committee which supervises the audit and financial
procedures of the Company. The audit committee is currently comprised of Messrs.
Marino and Evans and Dr. Howard. The audit committee held one meeting during the
fiscal year ended January 1, 2000.
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, 53, has served as Vice President and Chief Financial
Officer of the Company since June 1998. From November
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<PAGE>
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.
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
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<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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 as other relief.
The Company has recently entered into an agreement with the plaintiffs to
settle the class action lawsuit, and has executed a memorandum of understanding
with respect to settlement of the derivative law suits. Under the terms of the
class action settlement, $22.0 million, in the form of shares of the Company's
Common Stock, will be paid to the class, with the number of shares to be
issued determined by a formula valuing the stock at different time periods. The
Company has reserved the right to pay the settlement in cash at the time the
settlement becomes effective. In the memorandum of understanding in the
derivative litigation, the Company has agreed to certain therapeutic
improvements to its internal policies, some of which have already been
instituted, including Company policies on insider trading, the functioning and
membership of its audit committee, and policies pertaining to corporate
communications. The settlement of both the class action and derivative actions
require final approval of the United States District Court.
In August 1999 Creo Products, Inc., ("Creo"), filed an action in the United
States District Court for the District of Delaware against the Company asserting
that Creo has a "reasonable apprehension that it will be sued by Presstek for
infringement" of two of the Company's patents and seeking a declaration that
Creo's products "do not and will not infringe any valid and enforceable claims"
of the patents in question. In September 1999, the Company filed a counterclaim
against Creo for patent infringement. The Company claims that Creo has infringed
two direct imaging patents owned by the Company which were recently the subject
of re-examination by the U.S. Patent and Trademark Office.
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<PAGE>
Presstek intends to vigorously enforce its patent rights.
In February, 2000 a complaint was filed by PPG, Inc. against the Company's
subsidiary, Delta V Technologies, Inc. ("Delta V"), in the United States
District Court for the Western District of Pennsylvania alleging that Delta V
sold to the plaintiff that certain vacuum coating equipment that did not meet
certain product specifications. In its amended complaint, which now includes the
Company as a defendant, the plaintiff is seeking damages of approximately $7.4
million. The Company intends to vigorously defend this action.
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 1, 2000 and for the only other executive officers of the Company whose
salaries exceeded $100,000 for the Company's fiscal year ended January 1, 2000
(the "Named Executives"). The number of securities underlying options has been
adjusted to give retroactive effect to a two-for-one Common Stock split effected
in the form of 100% stock dividend in July 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation
Compensation Awards
------------ ------
Other
Annual Securities
Name and Principal Fiscal Salary Compen- Underlying
Position Year ($) sation Options (#)
-------- ------ ------ -------- ----------
<S> <C> <C> <C> <C>
Richard A. Williams 1999+ 214,044 95,000(5)
Chief Scientific Officer (1) 1998* 189,347 40,000**
1997 182,000
Robert W. Hallman
Chief Executive Officer and President (2) 1999+ 275,009 61,014(3) 150,000(5)
1998* 73,862 119,522(3) 150,000
Robert E. Verrando 1999+ 215,006 230,000(5)
Secretary (4) 1998* 245,498 40,000**
1997 200,000
Neil Rossen(6) 1999+ 147,540 103,000(5)
Vice President and Chief Financial Officer 1998* 72,366 88,000
</TABLE>
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- ----------
+ Represents the fiscal year ended January 1, 2000
* 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.
(4) 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) Represents options previously granted with termination dates of five and six
years, regranted for the purpose of extending termination dates to ten years,
with the exception of 10,000 and 15,000 shares granted to Messrs. Verrando and
Rossen in fiscal 1999.
(6) Mr. Rossen's employment with the Company commenced in June 1998.
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The following table provides information with respect to individual stock
options granted during the fiscal year ended January 1, 2000 to the Named
Executives:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
---------------------------------
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>
Richard A. Williams 30,000(3) 0.02 $ 7.775 08/08/04 $ 58,734 $ 128,649
25,000(3) 0.02 $ 7.775 08/08/04 $ 48,945 $ 107,208
40,000(3) 0.03 $ 13.75 04/06/08 $ 273,176 $ 659,664
Robert W. Hallman 45,000(3) 0.04 $ 8.75 09/21/08 $ 208,958 $ 511,101
105,000(3) 0.08 $ 8.75 09/21/08 $ 487,568 $1,192,569
Robert E. Verrando 140,000(3) 0.11 $ 9.75 10/28/04 $ 362,124 $ 797,216
40,000(3) 0.03 $ 9.75 10/28/04 $ 103,464 $ 227,776
40,000(3) 0.03 $ 13.75 04/06/08 $ 273,176 $ 659,664
10,000(4) 0.01 $ 7.50 11/11/09 $ 46,354 $ 117,060
Neil Rossen 28,000(3) 0.02 $ 14.063 06/22/08 $ 201,712 $ 490,076
60,000(3) 0.05 $ 14.063 06/22/08 $ 432,240 $1,050,162
15,000(5) 0.01 $ 6.875 06/14/09 $ 60,450 $ 154,563
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(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.
(2) The percentage has been calculated based upon total options
-16-
<PAGE>
granted to employees in the fiscal year ending January 1, 2000 under all of
the Company's stock option plans.
(3) Represents options previously granted with termination dates of five and
six years whose expiration dates were extended to ten years from the
original grant dates.
(4) These options become 100% exercisable one year from date of grant and
expire ten years from date of grant.
(5) These options become exercisable in four equal annual installments
commencing one year from date of grant and expire ten years from the date
of grant.
The following table sets forth information concerning the value of
unexercised stock options held by the Named Executives as of January 1, 2000,
and the options exercised by the Named Executives during the fiscal year ended
January 1, 2000. 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 1, 2000
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at January 1, 2000 at January 1, 2000*
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Acquired Value
Name on Exercise Realized+ Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Williams --- $ --- 95,000 0 $340,500 $0
Robert W. Hallman --- $ --- 37,500 112,500 $192,187 $576,563
Robert E. Verrando --- $ --- 220,000 10,000 $747,500 $63,750
Neil Rossen --- $ --- 7,000 96,000 $0 $89,772
- ------------------------------------------------------------------------------------------------------------------------------------
</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 $13.875 on
-17-
<PAGE>
December 31, 1999, the last trading day prior to the end of the Company's last
fiscal year.
Compensation of Directors
Directors received no cash compensation for serving on the Board during the
year ended January 1, 2000. 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 1, 2000.
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 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
-18-
<PAGE>
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"): (i) 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, 2000, 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, 2000 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) times their then current salary if the termination occurs
other than as a result of a change in control more than
-19-
<PAGE>
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
The Company has 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 1, 2000 were made by the Company's Board of
Directors except for the compensation for the Company's Chief Financial Officer
which was established by the Compensation Committee. 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 1, 2000. During the fiscal year ended January 1, 2000,
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, the Board has a Compensation Committee of the Board of
Directors comprised of Messrs. Dryer and Evans. Compensation of the Company's
Chief Financial Officer for the fiscal year ended January 1, 2000 was determined
by the Compensation Committee. Compensation for the other executive officers of
the Company for the fiscal year ended January 1, 2000 was determined by the
Board of Directors, subject to the terms of the employment agreements discussed
below. 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 Evans, for each of the 1991, 1994, 1997 and 1998
Plans, which has made grants under, and has administered the 1991, 1994, 1997
and 1998 Plans.
Total compensation for executive officers consists of a
-20-
<PAGE>
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 Board of Directors or the Compensation Committee. 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
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. During
the fiscal year ended January 1, 2000 ten year options to purchase 10,000 and
15,000 shares of Common Stock at $7.50 and $6.875 were granted to Mr. Verrando
and Mr. Rossen respectively.
During the fiscal year ended January 1, 2000, the Company had a loss of
approximately $39,616,000 on revenues of approximately $54,964,000, compared to
a loss of approximately $2,681,000 on revenues of approximately $74,165,000
during the fiscal year ended January 2, 1999.
Richard A. Williams
Robert W. Hallman
Robert E. Verrando
Robert Howard
Dr. Lawrence Howard
John W. Dreyer
Daniel S. Ebenstein
John B. Evans
Edward J. Marino
Harold N. Sparks
Stock Performance Graph
The following line graph compares, from December 31, 1994,
-21-
<PAGE>
through January 1, 2000, the cumulative total return among the Company,
companies comprising the NASDAQ Market Index and a Peer Group, based on an
investment of $100 on December 31, 1994, in the Company's Common Stock and the
NASDAQ Market Index, and the stock of the 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 he
Company is based solely upon stock price appreciation and not upon reinvestment
of cash dividends. The Peer Group consists of Baldwin Technology Inc. (Class A),
Electronics for Imaging, Imation Corporation, Indigo N.V., International Paper,
Co., PrimeSource Corporation, Scitex Corporation Ltd. and Xeikon N.V.
-22-
<PAGE>
(ADR's).
<TABLE>
<CAPTION>
===============================================================================================================
12/30/94 12/30/95 12/28/96 1/03/98 1/02/99 1/01/00
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Presstek Inc. $100.00 $374.26 $291.09 $198.02 $53.96 $109.90
- ---------------------------------------------------------------------------------------------------------------
Peer Group $100.00 $104.72 $116.19 $116.10 $126.74 $166.65
- ---------------------------------------------------------------------------------------------------------------
NASDAQ $100.00 $129.71 $161.18 $197.16 $278.08 $490.46
Market
Index
===============================================================================================================
</TABLE>
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 2,316,748(1)(3) 7.1
Dr. Lawrence Howard 2,446,728(1)(4) 7.5
Richard A. Williams 606,800(5) 1.9
Robert W. Hallman 45,500(6) (7)
Neil Rossen 32,750(8) (7)
Robert E. Verrando 228,000(9) (7)
Harold N. Sparks 95,600(10) (7)
John W. Dreyer 65,000(11) (7)
John B. Evans 16,000(12) (7)
Daniel S. Ebenstein -- --
Edward J. Marino -- --
All executive officers
and directors as a
group (eleven persons) 5,853,126(13) 18.0
-23-
<PAGE>
- ----------
(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 21,300 shares owned
by Mr. Howard's wife.
(4) Also includes 35,000 shares owned by Dr. Howard's wife, 75,384 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.
(5) Includes options to purchase 95,000 shares of Common Stock held by Mr.
Williams which are currently exercisable. Also includes 103,500 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 options to purchase 37,500 shares of Common Stock held by Mr.
Hallman which are currently exercisable. Also includes 4,000 shares held of
record by Mr. Hallman's wife and 4,000 shares owned by Mr. Hallman.
(7) Less than 1%.
(8) Includes options to purchase 32,750 shares of Common Stock held by Mr.
Rossen which are currently exercisable.
(9) Includes options to purchase 220,000 shares of Common Stock held by Mr.
Verrando which are currently exercisable. Also includes 4,000 shares held
of record by Mr. Verrando's wife and 4,000 shares owned by Mr. Verrando.
(10) Includes options to purchase 32,500 shares of Common Stock held by Mr.
Sparks which are currently exercisable.
-24-
<PAGE>
(11) Includes options to purchase 55,000 shares of Common Stock held by Mr.
Dreyer which are currently exercisable. Also includes 10,000 shares owned
by Mr. Dreyer.
(12) Includes options to purchase 10,000 shares of Common Stock held by Mr.
Evans which are currently exercisable. Also, includes 1,000 shares held of
record by Mr. Evan's wife and 5,000 shares owned by Mr. Evans.
(13) Includes options to purchase 120,000, 37,500, 95,000, 32,750 220,000,
32,500, 55,000 and 10,000, shares held by Robert Howard, Robert Hallman,
Richard A. Williams, Neil Rossen, Robert E. Verrando, Harold Sparks, John
W. Dreyer, and John B. Evans respectively, which are currently exercisable.
Does not include options to purchase 112,500, 10,000, 70,250, 12,500,
12,500, 12,500, 7,500 and 7,500 shares of Common Stock held by Robert W.
Hallman, Robert E. Verrando, Neil Rossen, Harold Sparks, John W. Dreyer,
John B. Evans, Daniel S. Ebenstein and Edward J. Marino, 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
1, 2000 and owed Mr. Howard an additional $12,000 at January 1, 2000 for
consulting services.
During the fiscal year ended January 1, 2000, the Company recorded sales of
equipment and consumables to Pitman of $15,500,000, and had accounts receivable
from Pitman of $2,400,000 at January 1, 2000. 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, Secretary 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 1, 2000, approximately $162,000 of principal and $23,000 of
interest was outstanding under the loan.
-25-
<PAGE>
During the fiscal year ended January 1, 2000 the Company made payments to the
firm of Amster, Rothstein & Ebenstein for legal fees and expenses incurred while
representing the Company on various intellectual property matters.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the financial statements of
the Company for the fiscal year ended January 1, 2000. As has been the practice
in previous years, the auditors who will examine and report upon the financial
statements of the Company for the fiscal year ending December 30, 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 2001
Stockholders who wish to present proposals appropriate for consideration at
the Company's Annual Meeting of Stockholders to be held in the year 2001 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 29, 2000 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.
After the December 29, 2000 deadline, a stockholder may present a proposal
at the Company's 2001 Annual Meeting if it is submitted to the Company's
Secretary at the address set forth above no later than March 14, 2001. If timely
submitted, the stockholder may present the proposal at the 2001 Annual Meeting
but the Company is not obligated to present the matter in its proxy statement.
-26-
<PAGE>
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 1,
2000 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE
OF BUSINESS ON THE RECORD DATE. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K WILL BE PROVIDED WITHOUT CHARGE 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 28, 2000
-27-
<PAGE>
PRESSTEK, INC.
9 Commercial Street
Hudson, New Hampshire 03051
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2000
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 Monday, June 19, 2000, 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, John W. Dreyer, Daniel S. Ebenstein, John B. Evans,
Edward J. Marino 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)
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: __________________, 2000
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
-28-
<PAGE>
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.
-29-
