UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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x
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant under
Rule 14a-12
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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):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title
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Aggregate
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Per
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to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was
determined):
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4)
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Proposed
maximum aggregate value of
transaction:
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Fee
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was paid previously. Identify the previous filing by registration
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PRESSTEK,
INC.
55
Executive Drive
Hudson,
New Hampshire 03051
May 1,
2006
Dear
Fellow Stockholders:
You
are
cordially invited to attend our Annual Meeting of Stockholders, which will
be
held on Wednesday, June 7, 2006 at 9:00 A.M. local time, at The
Marriott Boston Copley Place, 110 Huntington Avenue, Boston, MA
02116.
The
Notice of Annual Meeting and Proxy Statement that 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, we urge you to complete, sign, date and return
your
proxy card in the envelope provided. You may also complete a proxy by telephone
or via the Internet in accordance with the instructions listed on the proxy
card. If the address on the accompanying material is incorrect, please inform
our Transfer Agent, Continental Stock Transfer & Trust Company, in
writing, at 17 Battery Place South, 8th Floor, New York, NY 10004.
Your
vote
is very important, and we will appreciate a prompt return of your proxy by
mail,
telephone or the Internet. We hope to see you at the meeting.
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Cordially,
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Edward
J. Marino
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President
and
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Chief
Executive Officer
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Moosa
E. Moosa
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Executive
Vice President and
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Chief
Financial Officer
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PRESSTEK,
INC.
55
Executive Drive, Hudson, New Hampshire 03051
Telephone:
(603) 595-7000
Fax:
(603) 595-2602
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be held June 7, 2006 at 9:00 A.M.
To
the
Stockholders of PRESSTEK, INC.:
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Stockholders of Presstek, Inc. (the
“Company” or “Presstek”) will be held on Wednesday, June 7, 2006, at
9:00 A.M. local time, at The Marriott Boston Copley Place, 110 Huntington
Avenue, Boston, MA 02116, to consider and to vote upon the following
proposals:
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1.
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To
elect eight (8) Directors to serve until the next annual meeting of
stockholders;
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2.
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To
ratify the selection of BDO Seidman, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 30, 2006; and
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3.
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To
transact such other business as may properly come before the Annual
Meeting of Stockholders and any adjournment or postponement
thereof.
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Only
stockholders of record at the close of business on April 17, 2006, are
entitled to notice of, and to vote at, the Annual Meeting of Stockholders and
any adjournment or postponement thereof.
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By
order of the Board of Directors,
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Edward
J. Marino
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President
and Chief Executive Officer
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Moosa
E. Moosa
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Executive
Vice President and
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Chief
Financial Officer
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May 1,
2006
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PLEASE
FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED AS PROMPTLY AS POSSIBLE. YOU MAY ALSO COMPLETE A PROXY BY
TELEPHONE OR VIA THE INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS
LISTED
ON THE PROXY CARD. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO
EXERCISE
AS SET FORTH HEREIN, 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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PRESSTEK,
INC.
PROXY STATEMENT FOR
ANNUAL
MEETING OF STOCKHOLDERS
To
be held on Wednesday, June 7, 2006
This
proxy statement is being furnished to holders of common stock, $.01 par
value per share (the “Common Stock”) of
Presstek, Inc.,
a
Delaware corporation, in connection with the solicitation of proxies by the
Board of Directors of the Company (the “Board”) for use at the annual meeting of
the Company’s stockholders to be held on
Wednesday, June 7, 2006, at 9:00 A.M.
local
time, and at any adjournment or postponement thereof (the “Annual Meeting”). The
Annual Meeting is to be held at The Marriott Boston Copley Place, 110 Huntington
Avenue, Boston, MA 02116. The Company’s Annual Report on Form 10-K, containing
audited consolidated financial statements for the fiscal year ended December
31,
2005, is being mailed contemporaneously with this proxy statement to all
stockholders entitled to notice of, and to vote at, the Annual Meeting. This
proxy statement and the accompanying form of proxy were first mailed to
stockholders on or about May 1, 2006.
The
purpose of the Annual Meeting is to consider and vote on the following
proposals:
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1.
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To
elect eight (8) Directors to serve until the next annual meeting of
stockholders;
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2.
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To
ratify the selection of BDO Seidman, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 30, 2006; and
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3.
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To
transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement
thereof.
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The
address and telephone number of the principal executive office of the Company
are:
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55
Executive Drive
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Hudson,
New Hampshire 03051
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(603) 595-7000
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OUTSTANDING
STOCK AND VOTING RIGHTS
The
Board
has fixed the close of business on April 17, 2006 as the record date (the
“Record Date”) for the determination of the Company’s stockholders entitled to
notice of, and to vote at, the Annual Meeting. As of the Record
Date,
35,541,965 shares of the Company’s Common Stock were issued and
outstanding. Each share of Common Stock entitles the holder to one vote on
each
matter submitted to a vote at the Annual Meeting.
VOTING
PROCEDURES AND REVOCABILITY OF
PROXIES
Proxies
in the accompanying form, properly executed and returned to the management
of
the Company by mail, telephone or the Internet, 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 notice of revocation of the proxy delivered
to the Secretary of the Company, or by personally withdrawing the proxy at
the
Annual Meeting and voting in person.
The
presence, in person or by proxy, of at least a majority of the outstanding
shares of Common Stock as of the Record Date, is necessary to establish a quorum
for the transaction of business at the Annual Meeting. The directors will be
elected by the affirmative vote of a plurality in voting power present in person
or represented by proxy and entitled to vote at the Annual Meeting. All other
matters at the meeting will be decided by the affirmative vote of the holders
of
a majority in voting power present in person or represented by proxy and
entitled to vote at the Annual Meeting. Each holder of Common Stock will be
entitled to one vote per share of Common Stock held by such holder. Votes will
be counted and certified by one or more Inspector(s) of Election who are
appointed by the Company to serve in that capacity. In accordance with Delaware
General Corporation 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 Annual 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
proxies received by the management of the Company will be voted in accordance
with the instructions contained therein. 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
FOR
the
matter in question.
PROPOSAL 1
ELECTION
OF DIRECTORS
The
directors of the Company are elected annually and hold office until the next
annual meeting of stockholders and until a successor is elected and qualified
or
until the director’s earlier resignation or removal.
The
Board
currently consists of eight (8) directors. The Board has nominated and
recommended to the stockholders that the eight (8) persons listed below be
elected to hold office until the next annual meeting of stockholders and until
their respective successors are elected and qualified or until their earlier
resignation or removal. The proxies granted by stockholders will be voted for
the election, as directors of the Company, of such persons listed below, unless
a proxy specifies that it is not to be voted in favor of a particular nominee.
Proxies cannot be voted for a greater number of persons than the number of
nominees listed below. In the event any of the nominees listed below are unable
to serve, it is intended that the proxy will be voted for such other nominees
as
are designated by the Board. Each of the persons named below has indicated
to
the Board that he or she will be available to serve, and the Board knows of
no
reason why such nominee is unwilling or unable to serve.
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Name
of Nominee
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Age
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Position
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Edward
J. Marino
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55
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President
and Chief Executive Officer, Director
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John
W. Dreyer
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68
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Lead
Director
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Daniel
S. Ebenstein
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63
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Director
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Dr.
Lawrence Howard
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53
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Director
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Michael
D. Moffitt
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66
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Director
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Brian
F. Mullaney
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46
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Director
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Steven
N. Rappaport
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57
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Director
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Donald
C. Waite, III
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64
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Director
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The
information below sets forth for each nominee, such person’s principal
occupation during the past five years, and certain other
information.
Edward
J. Marino
was
appointed President and Chief Executive Officer of the Company in April 2002.
He
has been a director of the Company since November 1999. From January 2000 to
April 2002, Mr. Marino was President and Chief Executive Officer of
Lightning Source, Inc., an electronic publishing firm. From January 1997 to
October 1999, he served as President of Danka Services International, an
international provider of document management outsourcing services. From April
1990 to January 1997, he served as Vice President of U.S. Sales and
Operations for the Professional Imaging division of Eastman Kodak
Company.
John
W. Dreyer
has been
a director of the Company since February 1996 and the Company’s Lead Director
since March 2005. Mr. Dreyer was employed by Pitman Company (“Pitman”), one
of the largest graphic arts and image suppliers in the United States, from
1965
until his retirement on December 31, 2000. Mr. Dreyer served as
Pitman’s President from 1977 to 1999, and also served as its Chief Executive
Officer and Chairman of the Board from 1978 until his retirement.
Mr. Dreyer was also a director of Applied Graphics Technologies Inc.
(“AGT”), a publicly traded company until October 2003. Mr. Dreyer resigned
from AGT’s board of directors on October 10, 2003.
Daniel
S. Ebenstein
has been
a director of the Company since November 1999. Since 1968, Mr. Ebenstein
has been practicing intellectual property law at the New York law firm of
Amster, Rothstein & Ebenstein and has been a partner of that firm since
1972.
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, as President of the Company from June 1988 to November 1992, and
Vice
President of the Company from October 1987 to June 1988. Since March 1997,
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 (“HVP”). Since March 1997,
Dr. Howard has also been a managing member of Hudson Management Associates
LLC, a limited liability company that provides management services to HVP.
Since
November of 2000, Dr. Howard has been a General Partner of Hudson Venture
Partners II, and a limited partner of Hudson Venture II,
L.P.
Michael
D. Moffitt
has been
a director of the Company since July 2000. From March 1989 to the present,
Mr. Moffitt has been employed as a consultant and an investment adviser.
From February 2000 to July 2001, Mr. Moffitt was employed as President and
Chief Operating Officer of Solar Communications, Inc., a printing and direct
marketing service firm. From August 1994 to January 1999, Mr. Moffitt was
employed as President and Chief Executive Officer of Century Graphics, a retail
insert printing company. From March 1987 to March 1989, Mr. Moffitt was
employed as Director of Information Services at Arthur D. Little, Inc.
Mr. Moffitt was employed by R.R. Donnelley & Sons Company for
22 years in a variety of management roles, including Senior Vice President,
Electronic Graphics Group.
Brian
F. Mullaney has
been
a director of the Company since October 2005. Mr. Mullaney is a founding
director of The Smile Train, the world's largest non-profit cleft lip and palate
surgery organization, and has been the president of the organization since
June,
2005. In 1992, Mr. Mullaney founded Operation Smile, a non-profit organization
that provides free surgery for indigent American children. In January of 1990,
Mr. Mullaney founded Schell/Mullaney Advertising, a high-tech marketing agency
where he served as Chief Executive Officer until it was sold to CKS, a
publicly-held interactive advertising agency in July of 1996. From 1985 until
1989 Mr. Mullaney served as Senior Vice President, Creative Director at J.
Walter Thompson, and from 1983 until 1985, Mr. Mullaney was Vice President,
Creative Director at Young & Rubicam.
Steven
N. Rappaport
has been
a director of the Company since November 2003. Since July 2002,
Mr. Rappaport has been a partner of RZ Capital, LLC, a private investment
firm that also provides administrative services for a limited number of clients.
From March 1995 to July 2002, Mr. Rappaport was Director, President and
Principal of Loanet, Inc., an online real-time accounting service used by
brokers and institutions to support domestic and international securities
borrowing and lending activities. Loanet, Inc. was acquired by Sunguard Data
Systems in May 2001. From March 1992 to December 1994, Mr. Rappaport was
Executive Vice President of Metallurg, Inc. and President of Metallurg’s
subsidiary, Shieldalloy Corporation. He served as Director of Metallurg, Inc.
from 1985 to 1998. From March 1987 to March 1992, Mr. Rappaport was
Director, Executive Vice President and Secretary of Telerate, Inc., an
electronic distributor of financial information. Telerate was acquired by Dow
Jones over a number of years commencing in 1985 and culminating in January
1990,
when it became a wholly owned subsidiary. Mr. Rappaport practiced corporate
and tax law at the New York law firm of Hartman & Craven from August
1974 to March 1987. He became a partner in the firm in 1979. Mr. Rappaport
is
currently serving as an independent director and audit committee member with
respect to a number of investment portfolios, of which Credit Suisse serves
as
the investment adviser under the Investment Companies Act of 1940. Twenty
one of the funds are open-end funds and Mr. Rappaport is the Chairman of these
funds. Seven of the funds are closed-end funds, whose shares are currently
listed on the New York Stock Exchange. Mr. Rappaport also serves as a
director on a number of for-profit private businesses.
Donald
C. Waite, III
has been
a director of the Company since July 2002. Since February 2002, Mr. Waite
has been the Director of the Executives-in-Residence Program and an Adjunct
Professor at Columbia Graduate School of Business. Mr. Waite was employed
as an executive with McKinsey & Company, an international management
consulting firm, from 1966 until his retirement in February 2002. He remains
a
member of the McKinsey Investment Committee. From June 1996 to February 2002,
Mr. Waite was one of the three members of McKinsey’s Office of the Managing
Director, and Chairman of McKinsey’s Investment Committee and Compensation
Committee. Mr. Waite is a Director Emeritus of McKinsey & Company and a
member of the board of directors of Guardian Life Insurance Company of
America.
The
Board
of Directors, in accordance with Nasdaq Marketplace Rule 4200(a)(15), has
determined that, as of January 1, 2006,
each
of the following individuals nominated to be a Director would qualify as an
“independent director” as such term is defined in the Rule: Messrs. Dreyer,
Ebenstein, Moffitt, Mullaney, Rappaport and Waite and Dr. Howard, and that
each
of these individuals would meet the independence requirements applicable to
those committees prescribed by Nasdaq, the Securities and Exchange Commission
(“SEC”) and/or the Internal Revenue Service. The Board of Directors has further
determined that, if elected, Mr. Rappaport would be an “audit committee
financial expert” as such term is defined in Item 401(h) of
Regulation S-K promulgated by the SEC.
THE
BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINATED
DIRECTORS.
COMPENSATION
OF DIRECTORS
On
April 7, 2005, the Board voted to revise the Board compensation arrangement
for non-employee directors, effective for fiscal 2005 (the “2005 Arrangement”).
Pursuant to the 2005 Arrangement, and effective July 1, 2005, each non-employee
director of the Company, in his capacity as such and in addition to
reimbursement of applicable expenses, received:
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1.
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A
$22,500 annual retainer paid on the first day of July, or a pro-rata
portion thereof for Directors appointed after July 1 of a given
year;
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2.
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Compensation
for attendance at meetings in the amount of: (i) $1,500 for each
in-person
meeting of the Board; (ii) $500 for each telephonic meeting of the
Board;
(iii) $1,000 for each meeting of the Compensation and Stock Plan
Committee
and Nominating and Corporate Governance Committee; (iv) $1,500 for
each
meeting of the Audit Committee; and (v) $500 for each meeting of
other
committees of the Board. The Chairman of the Audit Committee also
received
an annual retainer of $7,500, paid on the first day of July each
year
during his term. Compensation for meeting attendance was paid to
non-employee directors on a quarterly
basis;
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3.
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Upon
joining the Board, each new non-employee director was granted an
option to
purchase 25,000 shares of the Company’s Common Stock at an exercise price
per share equal to the closing price of the Common Stock on the date
the
option was granted. These options were to be fully exercisable on
the
first anniversary of the date of grant;
and
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4.
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On
the first business day of July, each non-employee director was granted
an
option to purchase 15,000 shares of Common Stock at an exercise price
per
share equal to the closing price of the Common Stock on that date.
These
options were to be fully exercisable on the first anniversary of
the date
of grant.
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Prior
to
the adoption by the Board of the 2005 Arrangement, in accordance with the
arrangement in effect
prior to
July 1, 2005 (the “Previous Arrangement”) each non-employee director of the
Company, in his or her capacity as such and in addition to reimbursement of
applicable expenses, was entitled to receive:
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1.
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A
$10,000 annual retainer paid on the first day of July, or a pro-rata
portion thereof for Directors appointed after July 1 of a given
year;
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2.
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Compensation
for attendance at meetings in the amount of: (i) $1,000 for each
in-person
meeting of the Board; (ii) $500 for each telephonic meeting of the
Board;
and (iii) $500 for each meeting of each of the committees of the
Board.
The Chairman of the Audit Committee also received an annual retainer
of
$7,500, to be paid on the first day of July each year during his
term.
Compensation for meeting attendance was paid to non-employee directors
on
a quarterly basis;
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3.
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Upon
joining the Board, each new non-employee director was granted an
option to
purchase 25,000 shares of the Company’s Common Stock at an exercise price
per share equal to the closing price of the Common Stock on the date
the
option was granted. These options were fully exercisable on the first
anniversary of the date of grant;
and
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4.
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On
the first business day of July, each non-employee director was to
be
granted an option to purchase 7,500 shares of Common Stock at an
exercise
price per share equal to the closing price of the Common Stock on
that
date. These options were fully exercisable on the first anniversary
of the
date of grant.
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At
a
meeting of the Board held on December 12, 2005, the Board voted to vest all
unvested options issued by the Company to all Directors, officers and employees,
as of and effective December 31, 2005. Therefore, the 15,000 options granted
to
each non-employee director on July 1, 2005, which were scheduled to vest on
July
1, 2006, as well as the 25,000 options granted to Mr. Mullaney upon his
appointment to the Board, which were to vest on October 19, 2006, vested on
December 31, 2005.
During
2005, the Board also created the position of Lead Director, to be selected
from
among the directors serving on the Board. The Lead Director assists the Board
in
managing, coordinating and responding to issues relating to corporate
governance, setting meeting agendas and other related corporate matters.
Additionally, the Lead Director serves as an advisor to the Chief Executive
Officer and the Board with respect to the strategic direction and business
goals
of the Company, and acts as the primary liaison between the Company’s management
and the Board. On March 21, 2005, the Board appointed John W. Dreyer to
serve as Lead Director. Upon his appointment as Lead Director, Mr. Dreyer
received a $10,000 fee for the period from March 21, 2005 to the annual
meeting of stockholders in 2005, and also received additional fully vested
options to purchase 50,000 shares of the Company’s Common
Stock pursuant to the Company’s 2003 Stock Option and Incentive Plan (the “2003
Plan”) at an exercise price of $7.74 per share, the closing price of the
Common Stock on the date of grant. Upon his reelection at the annual meeting
of
stockholders in 2005 as a director and upon his subsequent re-appointment by
the
Board as Lead Director, Mr. Dreyer received a payment of $50,000
representing the annual fee for his new term as Lead Director, in addition
to
continuing to receive all director compensation customarily paid by the Company
to its non-employee directors.
Including,
and in addition to, the option grants described herein, directors of the Company
are generally eligible to be granted stock options or stock-based awards under
the 2003 Plan. The Board or the Compensation Committee has discretion to
determine the number of shares subject to each award, the exercise price and
other terms and conditions thereof. The 2003 Plan provides for the grant of
any
or all of the following types of awards: (i) stock options; (ii) stock
issuances; and (iii) other equity interests in the Company. Awards may be
granted singly, in contribution, or in tandem, as determined by the Board or
the
Compensation Committee. In fiscal 2005, except as provided above, no such
additional grants of options were made.
The
following table sets forth the cash compensation earned and options to purchase
Common Stock granted to all person who served in the capacity as a non-employee
director of the Company in fiscal 2005:
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Director
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Cash
Compensation
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Stock
Options
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||||||||||
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John
W. Dreyer
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$
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74,167 (1) |
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65,000
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(2)
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Daniel
S. Ebenstein
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$
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33,000 (3) |
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15,000
|
|||||||
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Dr.
Lawrence Howard
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|
$
|
46,500 (4) |
15,000
|
||||||||
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Michael
D. Moffitt
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$
|
33,700 (5) |
|
15,000
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|||||||
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Brian
F. Mullaney
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$
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18,000 (6) |
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25,000
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(7)
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||||||
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Steven
N. Rappaport
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$
|
54,500 (8) |
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15,000
|
|||||||
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Donald
C. Waite, III
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$
|
46,000 (9) |
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15,000
|
|||||||
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(1)
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Does
not include $3,500 paid in 2005 for fees earned in fiscal 2004, but
does
include $3,000 paid in 2006 for fees earned in fiscal
2005.
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(2)
|
Includes
options to purchase 50,000 shares of the Company’s Common Stock that Mr.
Dreyer received as Lead Director.
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(3)
|
Does
not include $1,000 paid in 2005 for fees earned in fiscal 2004, but
does
include $4,000 paid in 2006 for fees earned in fiscal
2005.
|
|
(4)
|
Does
not include $5,000 paid in 2005 for fees earned in fiscal 2004, but
does
include $10,000 paid in 2006 for fees earned in fiscal
2005.
|
|
(5)
|
Does
not include $1,000 paid in 2005 for fees earned in fiscal 2004, but
does
include $3,000 paid in 2006 for fees earned in fiscal
2005.
|
|
(6)
|
Includes
$18,000 paid in 2006 for fees earned in fiscal 2005. Mr.Mullaney
was
appointed to the Board on October 7, 2005.
|
|
(7)
|
Pursuant
to the 2005 Arrangement, Mr. Mullaney received an initial grant of
options
to purchase 25,000 shares of Company Common Stock at an exercise
price per
share equal to the closing price of the Common Stock on the date
the
option was granted.
|
|
(8)
|
Does
not include $2,500 paid in 2005 for fees earned in fiscal 2004, but
does
include $10,000 paid in 2006 for fees earned in fiscal
2005.
|
|
(9)
|
Does
not include $2,500 paid in 2005 for fees earned in fiscal 2004, but
does
include $9,000 paid in 2006 for fees earned in fiscal
2005.
|
See
also
“Certain Relationships and Related Transactions”, on
page 15.
BOARD
OF DIRECTORS’ MEETINGS AND COMMITTEES
During
the fiscal year ended December 31, 2005, the Board of Directors held
eight meetings. During the year, each of the Company’s directors attended
at least seventy-five percent of the aggregate of: (1) the total number of
meetings of the Board of Directors; and (2) the total number of meetings of
all committees on which they served. Additionally, all of the directors attended
the annual meeting of shareholders in 2005. Directors are encouraged to attend
the annual meeting of shareholders but are not required to do so.
The
Company has a Nominating and Corporate Governance Committee of the Board, which
is comprised of Mr. Dreyer as Chair and Messrs. Ebenstein and Waite. Prior
to June 6, 2005, the Nominating and Corporate Governance Committee was comprised
of Mr. Waite as Chair and Messrs. Dreyer and Rappaport. The Nominating and
Corporate Governance Committee held four meetings during the fiscal year ended
December 31, 2005. The Board has adopted a written charter for the Nominating
and Corporate Governance Committee, which is available on the Company’s Web site
at
http://www.presstek.com.
The
Nominating and Corporate Governance Committee makes recommendations to the
Board
regarding the size and composition of the Board and is responsible for reviewing
with the Board from time to time the appropriate skills and characteristics
required of Board members in the context of the current size and make-up of
the
Board. This assessment includes issues of diversity in numerous factors such
as
age, understanding of and achievements in manufacturing, technology, finance
and
marketing, international experience and culture. These factors, and any other
qualifications considered useful by the Committee, are reviewed in the context
of an assessment of the perceived needs of the Board at a particular point
in
time. As a result, the priorities and emphasis of the Nominating and Corporate
Governance Committee and of the Board may change from time to time to take
into
account changes in business and other trends, and the portfolio of skills and
experience of current and prospective Board members. Therefore, while focused
on
the achievement and the ability of potential candidates to make a positive
contribution with respect to such factors, the Nominating and Corporate
Governance Committee has not established any specific minimum criteria or
qualifications that a nominee must possess. The Committee establishes procedures
for the nomination process, recommends candidates for election to the Board
and
also reviews the functions of the Company’s senior executives and recommends any
changes it believes are necessary.
Consideration
of new Board nominee candidates typically involves a series of internal
discussions, review of information concerning candidates and interviews with
selected candidates. In general, candidates for nomination to the Board are
suggested by Board members or by employees. In fiscal year 2005, Presstek did
not employ a search firm or pay fees to other third parties in connection with
seeking or evaluating Board nominee candidates. Mr. Mullaney was nominated
for
Board
membership by a non-employee Director. The Nominating and Corporate Governance
Committee will consider candidates proposed by stockholders, and has from time
to time received unsolicited candidate proposals from stockholders. The
Committee evaluates candidates proposed by stockholders using the same criteria
as used for other candidates. A stockholder seeking to recommend a prospective
nominee for the Nominating and Corporate Governance Committee’s consideration
should submit the candidate’s name and qualifications to the Company’s
Secretary, Moosa E. Moosa, via e-mail at corporatecounsel@presstek.com, by
fax
to (603) 595-2602 or by mail to Presstek, Inc., 55 Executive Drive, Hudson,
New Hampshire 03051.
The
Company has a Compensation and Stock Plan Committee of the Board (the
“Compensation Committee”), which is currently comprised of Dr. Howard as Chair
and Messrs. Ebenstein and Rappaport. Prior to June 6, 2005, the Compensation
Committee was comprised of Mr. Dreyer as Chair and Dr. Howard. The Compensation
Committee held one formal meeting during the fiscal year ended December 31,
2005, and on other occasions during 2005 acted through unanimous consent in
lieu
of a formal meeting . The Board has adopted a written charter for the
Compensation Committee, which is available on the Company’s Web site
at
http://www.presstek.com.
The
Compensation Committee sets the compensation of the executive officers of the
Company and makes recommendations to the Board regarding the compensation of
the
members of the Board. Each of the actions of the Compensation Committee taken
in
fiscal year 2005 was ratified by the Board.
During
fiscal 2005, among other things, the Compensation Committee structured the
terms
of compensation for Edward J.
Marino
and Moosa E. Moosa and reviewed the compensation for Michael McCarthy. In
December, 2005, the Compensation Committee recommended to the Board that each
of
the unvested options that had been granted in the past to each director, officer
and employee of the Company be fully vested and become exercisable as of
December 31, 2005. At a meeting of the Board held on December 12, 2005, the
Board voted to vest all unvested options issued by the Company to all Directors,
officers and employees, as of and effective December 31, 2005.
The
Company has and will continue to have an Audit Committee of the Board
established in accordance with section 3(a)(58)(A) of the Securities Act of
1934, as amended. The Audit Committee, which oversees the audit and financial
procedures of the Company, is directly responsible for the appointment,
compensation, retention and oversight of the outside auditors, and handles
any
complaints related to internal accounting procedures. The Audit Committee is
currently comprised of Mr. Rappaport as Chair, Dr. Howard and Mr.
Waite, each of whom can read and understand fundamental financial statements
and
none of whom participated in the preparation of the Company’s financial
statements during the past three years. Prior to June 6, 2005, the Audit
Committee was comprised of Dr. Howard as Chair, and Messrs. Rappaport and Waite.
The Audit Committee held ten
meetings during the fiscal year ended December 31, 2005. The Audit
Committee operates under a written charter adopted and annually assessed for
adequacy by the Board, which is available on the Company’s Web site at
http://www.presstek.com.
Specifically, the Audit Committee, among other things: (i) reviews and
discusses with management and the independent registered public accounting
firm
the adequacy and effectiveness of the accounting and financial controls of
the
Company, including the Company’s compliance with Section 404 of the
Sarbanes-Oxley Act; (ii) selects and evaluates the performance of the
Company’s independent registered public accounting firm; (iii) reviews and
discusses with management and the independent registered public accounting
firm
the results of the year-end audit of the Company; and (iv) reviews and
discusses with management and the independent registered public accounting
firm
the accounting policies of the Company and the Company’s compliance with
generally accepted accounting principles in the United States of America, as
well as certain legal and regulatory requirements.
BOARD
OF DIRECTORS AND COMMITTEE
INDEPENDENCE
As
of
June 6, 2005, the Board determined that each of the following directors was
an
“independent director” as such term is defined in Nasdaq Marketplace
Rule 4200(a)(15): Messrs. Dreyer, Ebenstein, Rappaport and Waite and
Dr. Howard. The Board of Directors also determined that each member of the
three committees of the Board met the independence requirements applicable
to
those committees prescribed by Nasdaq, the Securities and Exchange Commission
(“SEC”) and/or the Internal Revenue Service. The Board of Directors further
determined that Mr. Rappaport is an “audit committee financial expert” as
such term is defined in Item 401(h) of Regulation S-K promulgated by
the SEC.
COMMUNICATIONS
WITH THE BOARD
The
Company provides a process for stockholders to send communications to the Board.
Information regarding stockholder communications with the Board can be found
on
the Company’s Web site at http://www.presstek.com.
COMPENSATION
AND STOCK PLAN COMMITTEE INTERLOCKS
AND
INSIDER
PARTICIPATION
The
Compensation and Stock Plan Committee of the Board is currently comprised of
Dr. Howard, as Chair, and Members Messrs. Ebenstein and Rappaport, each of
whom has been deemed by the Board to be an independent director. During the
fiscal year ended December 31, 2005, 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 which entity’s officers has served on the Compensation
and Stock Plan Committee or Board of the Company.
Mr. Ebenstein,
who has been a director of the Company since November 1999, is a partner of
the
law firm of Amster, Rothstein & Ebenstein LLP, and shares in the
profits of that firm. During the fiscal year ended December 31, 2005, the
Company made payments to the law firm of Amster, Rothstein & Ebenstein
for legal fees and expenses.
EXECUTIVE
OFFICERS AND KEY EMPLOYEES
Executive
officers serve at the discretion of the Board and until their successors have
been duly elected and qualified or until their earlier resignation or removal.
The current executive officers and key employees of the Company
are:
|
Name
|
Age
|
Position
|
||
|
Edward
J. Marino*
|
55
|
President,
Chief Executive Officer, Director
|
||
|
Moosa
E. Moosa*
|
48
|
Executive
Vice President, Chief Financial Officer, Treasurer
and Secretary
|
||
|
G.
Michael McCarthy**
|
51
|
Senior
Vice President, Operations
|
||
|
Peter
A. Bouchard**
|
42
|
Vice
President, Marketing
|
||
|
Joseph
Musgrave***
|
44
|
Vice
President, North American Service
|
||
|
A.
Emile Tabassi***
|
55
|
Vice
President, North American Sales
|
||
|
Eugene
L. Langlais, III***
|
61
|
Vice
President and Chief Technologist
|
||
|
Ronald
T. Cardone***
|
50
|
Chief
Information Officer
|
||
|
Mark
McElhinney***
|
39
|
President,
Lasertel, Inc.+
|
||
|
Quentin
C. Baum**
|
51
|
Managing
Director, Presstek Europe Limited+
|
|
*
|
Current
executive officers of the Company.
|
|
**
|
Current
officers of the Company or its major subsidiaries that the Company
does
not consider among its executive officers, but which could be deemed
to
qualify as such under SEC rules. Accordingly such officers are designated
as executive officers only for the purposes of the Company’s SEC
filing.
|
|
***
|
Key
employees that have not been designated as executive officers of
the
Company by the Board.
|
|
+
|
A
subsidiary of the Company.
|
Information
for Mr. Marino can be found under “Election of Directors.”
Moosa
E. Moosa
has been
Executive Vice President-Chief Financial Officer of the Company since February
2005. He was previously Vice President-Finance and Chief Financial Officer
since
March 2002. He was appointed Treasurer and Secretary of the Company in June
2002. From October 2000 to June 2001, Mr. Moosa was Executive Vice
President, Chief Financial Officer and Treasurer at Rebar, LLC, a group of
technology-based companies. From July 1996 to September 2000, Mr. Moosa
served as Vice President-Finance, Treasurer and Chief Financial Officer, as
well
as Vice President Mergers and Acquisitions and Investor Relations, at Chemfab
Corporation, a NYSE-listed multinational manufacturer of PTFE composites,
engineered products and materials systems for specialized applications. From
July 1992 to July 1996, Mr. Moosa served as Vice President-Finance and
Chief Financial Officer at Freudenberg Nonwovens LP, a limited partnership
that
is engaged in the manufacture of nonwovens. Prior to July 1992, Mr. Moosa
was employed by KPMG in their offices in Boston, Massachusetts, Johannesburg,
South Africa and Durban, South Africa.
G.
Michael McCarthy
was
appointed Senior Vice President, Operations in January 2005. As such, he is
responsible for the company’s manufacturing, research and engineering for both
Presstek and Precision Lithograining. Mr. McCarthy joined Presstek in July
2004 as Vice President of Business Integration. Prior to joining Presstek,
Mr.
McCarthy served as General Manager and Chief Operating Officer of Corporate
Software Inc. Mr. McCarthy also served as Senior Vice President, Operations
and Information Technology while at Corporate Software. After the sale of
Corporate Software to Level 3 Communications, Mr. McCarthy joined the
Level 3 Information Services Group. Mr. McCarthy also held various
management positions at Digital Equipment Corporation, a computer manufacturing
company.
Peter
A. Bouchard
has been
the Vice President of Marketing since June of 2005, where he coordinates the
marketing activities of Presstek products. Mr. Bouchard also manages
critical partner relationships with the Company’s OEM partners, vendors and key
customers. Until his appointment as Vice President of Marketing, Mr. Bouchard
served as General Manager of Presstek’s On-Press Business Unit from January
2003. Mr. Bouchard has been with the Company since 1997 and has held the
positions of World-Wide Sales Manager and General Manager of Strategic
Alliances. Prior to joining Presstek, Mr. Bouchard was employed as a
product manager for thermal film products at Polaroid Graphics. Additionally,
he
spent two years in Germany managing the development and launch of a joint
development project with Linotype-Hell.
Joseph
Musgrave joined
the company as Vice President of North American Service in December 2004, where
he is responsible for all areas of service delivery including technical support,
installation services, repair services, training, parts and service contract
sales. Prior to joining Presstek, Mr. Musgrave served as President and CEO
of
XBSS, LLC and Vice President, Global Solutions at Psion Teklogix, Inc. He was
also founder of Graphic Systems Technology, Inc. which was acquired by Access
Corp.
A.
Emile Tabassi joined
the Company as Vice President of North American Sales in April of 2005,
where he oversees a continent-wide sales and support organizatoin. Prior to
joining Presstek, Mr. Tabassi was employed as the Strategic Account Manager,
North America for Digital Publishing Solutions at Hewlett-Packard Company.
Mr.
Tabassi has over 28 years of senior sales and marketing experience in the
graphic arts industry, consisting of three years with Hewlett-Packard Company,
three years with Indigo, and 22 years at Agfa-Gevaert Group.
Ronald
T. Cardone
joined
the Company as Chief Information Officer in November 2005. Mr. Cardone is
responsible for managing the day-to-day support of the Company’s
information technology, as well as establishing the strategic direction and
implementation of the Company’s internal business systems architecture. Prior to
joining Presstek, Mr. Cardone served as Senior Vice President Information
Services of The First Years, Inc. from 2001 to 2005. Mr. Cardone also served
as
Vice President Information Services for the Dorel Juvenile Group from 2000
until
2001, and served as Vice President, Information Services for Safety
1st,
Inc.,
from 1995 to 2000, prior to its acquisition by the Dorel Juvenile Group.
Mark
McElhinney
was
appointed President of Lasertel, Inc., the Company’s laser diode manufacturing
facility in Tucson, Arizona in August 2004, where he oversees the manufacture
of
laser diodes and devices for the Company’s digital imaging systems, as well as
semiconductor laser products for Lasertel’s external customers. In addition, he
is responsible for the development and expansion of Lasertel’s external customer
base. Mr. McElhinney joined Lasertel in January 2003, as Vice President of
Engineering. He has over 18 years experience in the laser industry. Prior to
joining Lasertel, Mr. McElhinney was the Director of Engineering at ADC in
Vadnais Heights, Minnesota where he oversaw the development and manufacturing
of
high-power laser products. Prior to that, McElhinney was a founder and technical
director of Spectracom in White Bear Lake, Minnesota. Mr. McElhinney has
also worked for Pirelli Cavi in Milan, Italy; Motorola in East Kilbride,
Scotland; as well as IBM UK in Greenock, Scotland.
Quentin
C.
Baum
is
Managing Director for Presstek Europe Limited where he oversees the Company’s
European sales and service operations. Prior to joining Presstek, Mr. Baum
was
Managing Director of A.B. Dick UK Limited, a company acquired by Presstek in
2004. Mr. Baum joined A.B. Dick UK Ltd. as Sales and Marketing Director in
1994
and was promoted to General Manager and Managing Director. Prior to his
employment with A.B. Dick UK Ltd., Mr. Baum worked for 17 years with
AM International Limited, where he served as Marketing Manager, National Sales
Manager, Director of Sales and Marketing, and finally General Manager.
Eugene
L. Langlais III has
been
the Company’s Vice President and Chief Technologist since January 2005. From May
2002 until January 2005, Mr. Langlais served as the Company’s Vice President,
Research & Development. From March 2000
until
May 2002, he served as the Company’s Vice President Media Products R&D. He
has also served as the Company’s Director of Technology. Mr. Langlais has
over 35 years of experience in leading product development and
manufacturing teams in the graphic arts industry. A surface chemist,
Mr. Langlais has developed films, proofing systems, and plate products that
have emphasized simple processing, operator safety, and environmental soundness.
Mr. Langlais has led the teams that have developed the Company’s
water-cleaned, chemistry-free Anthem plate, as well as the Company’s newest
consumable product, the no-process Applause plate. Prior to joining the Company,
Mr. Langlais led the R&D operations at Durolith, NAPP Systems, Sage
Technology and Polaroid Graphics Imaging.
EXECUTIVE
COMPENSATION
The
following table sets forth certain information with respect to the annual and
long-term compensation paid by the Company for the last three (3) fiscal
years to the Company’s Chief Executive Officer, Chief Financial Officer and
three other most highly compensated executives and key employees (collectively,
the “Named Executives”).
Summary
Compensation Table
|
Annual
Compensation(1)
|
Long-Term
Compensation Awards
|
||||||||||||||||||
|
Name
and Principal Position
|
Fiscal
Year
|
Salary($)
|
Bonus($)(2)
|
Other
Annual Compensation($)(3)
|
Securities
Underlying Options(4)
|
All
Other Compensation($)(5)
|
|||||||||||||
|
Edward
J. Marino
|
2005
|
|
$
|
436,546
|
|
$
|
67,500
|
|
$
|
75,000
|
(5)
|
150,000
|
|
$
|
19,498
|
|
|||
|
President
and Chief
|
|
|
2004
|
|
$
|
363,105
|
|
$
|
105,000
|
|
$
|
—
|
|
—
|
|
$
|
17,603
|
|
|
|
Executive
Officer
|
|
|
2003
|
|
$
|
348,504
|
|
$
|
52,500
|
|
$
|
—
|
|
—
|
|
$
|
17,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moosa
E. Moosa
|
|
|
2005
|
|
$
|
246,730
|
|
$
|
50,000
|
|
$
|
—
|
|
80,000
|
|
$
|
17,941
|
|
|
|
Executive
Vice President,
|
|
|
2004
|
|
$
|
208,648
|
|
$
|
150,000
|
|
$
|
—
|
|
—
|
|
$
|
17,282
|
|
|
|
Chief
Financial Officer,
|
|
|
2003
|
|
$
|
197,937
|
|
$
|
45,000
|
|
$
|
—
|
|
60,000
|
|
$
|
17,230
|
|
|
|
Treasurer
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
______________________
|
|||||||||||||||||||
|
G.
Michael McCarthy
|
2005
|
$
|
225,094
|
|
$
|
—
|
|
$
|
—
|
|
110,000
|
|
$
|
14,054
|
|
||||
|
Senior
Vice President,
|
|
|
2004
|
|
$
|
90,006
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
5,632
|
|
|
|
Operations
|
|
|
2003
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
||
|
|
|||||||||||||||||||
|
Peter
A. Bouchard
|
2005
|
|
$
|
166,166
|
|
$
|
37,000
|
|
$
|
—
|
|
75,000
|
|
$
|
10,371
|
|
|||
|
Vice
President,
|
|
|
2004
|
|
$
|
150,010
|
|
$
|
61,561
|
|
$
|
—
|
|
—
|
|
$
|
2,321
|
||
|
Marketing
|
2003
|
|
$
|
154,494
|
|
$
|
13,439
|
|
$
|
—
|
4,600
|
$
|
482
|
||||||
|
|
|
||||||||||||||||||
|
Quentin
C. Baum
|
2005
|
|
$
|
132,816
|
(6)
|
$
|
52,470
|
|
$
|
17,739
|
|
25,000
|
|
$
|
14,455
|
|
|||
|
Managing
Director
|
|
|
2004
|
|
$
|
24,478
|
(7)
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
5,007
|
|
|
|
Presstek
Europe
|
|
|
2003
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
||
|
(1)
|
Except
as where otherwise specified, the compensation described in this
table
does not include medical or group life insurance or other benefits
received by the Named Executives which are available generally to
all
salaried employees of the Company and certain perquisites and other
personal benefits, securities or property received by the Named Executives
which do not exceed the lesser of $50,000 or 10% of any such officer’s
salary and bonus disclosed in this
table.
|
|
(2)
|
This
amount represents bonus compensation that was earned in connection
with
meeting certain Company objectives at the end of each fiscal year,
but
subsequently paid in the following
year.
|
|
(3)
|
This
amount includes deferred compensation contributed to a 409(a) plan
in
fiscal year 2005.
|
|
(4)
|
The
Company did not make any restricted stock awards, grant any stock
appreciation rights, or make any long-term incentive payouts during
fiscal
years 2005, 2004 or 2003 to the Named
Executives.
|
|
(5)
|
This
amount includes: automobile allowances, a 401(k) retirement plan
contribution match by the Company for the Named Executives, life
insurance
policy premiums paid by the Company for the benefit of the Named
Executives.
|
|
(6)
|
Mr.
Baum is paid in British pounds sterling and these numbers reflect
a
conversion based on the exchange rate at December 31, 2005, and
December 31, 2004 respectively.
|
|
(7)
|
The
Company acquired the stock of Presstek Europe Limited (then called
A.B. Dick UK Limited) on November 5, 2004, and these figures represent
Mr.
Baum’s compensation from that date to December 31,
2004.
|
COMPENSATION
AND STOCK PLAN COMMITTEE
REPORT
ON EXECUTIVE COMPENSATION
The
Compensation and Stock Plan Committee of Presstek’s Board is responsible for
establishing executive compensation philosophy and administering each component
of the compensation program for the executive officers. The Compensation
Committee reviews and makes recommendations as to compensation and benefits
programs for Presstek’s executive officers, sets Chief Executive Officer and
Chief Financial Officer compensation and oversees administration of certain
stock and benefit plans. The Compensation Committee’s charter reflects these
various responsibilities, and the Committee and the Board periodically review
and revise the charter. The Compensation Committee is comprised entirely of
non-employee directors, each of whom is independent as defined under the Nasdaq
Marketplace rules. The Compensation Committee chairperson reports on
Compensation Committee actions and recommendations at Board meetings. In
addition, the Compensation Committee has the authority to engage the services
of
outside advisors, experts and others to assist the Compensation Committee.
For
the past three years, the Compensation Committee has directly engaged an outside
compensation consulting firm to assist the Compensation Committee in its review
of the compensation for the executive officers and directors.
All
of
the Named Executives, including the Chief Executive Officer, have compensation
plans that provide for a base salary with a bonus, and/or where applicable,
a
commission plan. In each of the employment arrangements of the Named Executives,
the respective Named Executive is entitled to receive a bonus up to a certain
percentage of his base salary for meeting certain stated objectives. In the
agreement with Mr. Marino, the bonus percentage is thirty percent (30%); in
the
agreements with Messrs. Moosa, McCarthy,
Bouchard
and Baum, the bonus percentage is forty percent (40%). Each year the
Compensation Committee or the Board determines these annual objectives, and
in
each case, the determination as to whether the objective has been reached,
and
the bonus paid, is determined by the Board. If a bonus is paid, it is generally
paid in the year following the year for which the annual objectives were to
be
attained.
Each
Named Executive also receives either a monthly car allowance, or the Company
purchases for them an automobile of a certain classification, depending on
their
respective arrangements with the Company.
Mr.
Marino is also eligible to participate in an annual deferred compensation plan
to which the Company contributes on a discretionary basis. The Company
contributed $75,000 to Mr. Marino’s deferred compensation plan in
2005.
In
addition to the cash component of their compensation plans, each Named Executive
is eligible to receive equity compensation in the form of options and/or
restricted stock. Of the Named Executives, only Mr. Bouchard has received stock;
other Named Executives received options to purchase the Company’s Common Stock,
with an exercise price equal to the fair market value. On December 13, 2005,
the
Board of Directors voted to vest all unvested options that had been issued
to
all Directors, Officers, and Employees of the Company as of December 31,
2005.
The
Compensation Committee reviews each executive’s compensation annually to
maintain alignment with Presstek’s goals and philosophy.
Philosophy.
The
Compensation Committee uses a combination of short-term (salary and annual
incentives) and long-term (stock-based) compensation for Named Executives
to:
|
•
|
motivate
executive officers to achieve our strategic
objectives;
|
|
•
|
align
the interests of executive officers with the interests of
shareholders;
|
|
•
|
provide
competitive total compensation;
|
|
•
|
attract
and retain highly qualified key executive
officers;and
|
|
•
|
reward
individual and corporate
performance.
|
During
2005, the Compensation Committee reviewed Presstek’s executive compensation
philosophy, with the goal of ensuring the appropriate mix of fixed and variable
compensation linked to individual and corporate performance. In the course
of
this review, the Compensation Committee sought the advice and input of both
Presstek management and an outside compensation consultant to review and provide
guidance and recommendations on appropriate compensation.
The
Compensation Committee targets each component of the Named Executives’
compensation at competitive levels, measured by a comparison with identified
peer companies. The companies identified by the Compensation Committee as a
peer
group for purposes of executive compensation comparison were determined by
annual revenues, similar product lines and companies identified as competitors
for purposes of executive talent. The peer group identified by the Compensation
Committee may include,
but is
not limited to, those reflected in the Stock Performance Graph. The Compensation
Committee reviews analyses gathered from a number of industry surveys which
include the peer companies, with the data adjusted through regression analysis
to reflect Presstek’s size (based on annual revenue) relative to those companies
included in the analysis. This size-adjusted data is deemed by the Committee
to
provide an accurate representation of the competitive market.
While
the
Compensation Committee recognizes the need to maintain competitive levels of
target compensation for Presstek’s Named Executives — in order to retain and
attract qualified talent — it also desires to maintain a compensation program
which rewards high performance. To the extent Presstek’s performance is greater
than the performance of Presstek’s industry peers, total compensation is
designed to exceed the competitive median. If Presstek’s performance falls short
of the performance of industry peers, total compensation would be expected
to
also fall below the competitive median.
Components.
Presstek’s executive compensation program is comprised of three major
components, with each playing a specific role in support of Presstek’s executive
compensation philosophy:
|
•
|
base
salary;
|
|
•
|
annual
incentive compensation; and
|
|
•
|
stock-based,
long-term incentive
compensation.
|
In
determining compensation, the Compensation Committee considers all elements
of
an executive’s compensation package, including salary, bonus, long-term
incentive compensation (stock options, restricted stock, etc.), SERPs
(supplemental executive retirement plans) (if any), deferred compensation (if
any), perquisites and severance payouts. Presstek’s compensation program is
designed to enhance shareholder value by linking a large portion of executive
officers’ compensation directly to corporate and/or business unit performance.
Base
Salary.
The
Compensation Committee receives information on the competitiveness of Presstek’s
executives’ base salary through the data analysis described above. The
Compensation Committee granted base salary increases to certain executives,
including the Chief Executive Officer, as warranted by individual performance,
level of responsibility, scope and complexity of the position and salary levels
for comparable positions at companies in the compensation peer group. The
Compensation Committee believes that base salaries for Presstek’s executives are
positioned at competitive levels.
Annual
Incentive Compensation.
The
Compensation Committee approved annual target bonus awards for each individual
executive and all participating non-commissionable employees in consultation
with management, as a percent of base salary, under Presstek’s 2005 bonus plan.
Additionally, the Board approved the financial performance targets for Presstek
as a whole. Bonuses are paid out upon achievement of certain levels of
performance against revenue attainment targets, operating income attainment
targets and free cash flow targets, as well as upon achievement of certain
strategic goals. An executive’s bonus, together with those payable to other
participating non-commissionable employees as a group, could increase or
decrease proportionately for performance levels over or under targeted levels.
For
the
2005 bonus plan year, based on Presstek’s results in achieving financial and
strategic goals, the Company made discretionary cash bonus payments to
executives and non-commissionable employees.
Stock-Based
Compensation and Stock Ownership Guidelines.
The
Compensation Committee and management believe that broad and significant
employee ownership of Presstek’s stock effectively motivates the building of
shareholder wealth and aligns the interests of employees with those of the
shareholders. Stock-based awards, including stock option grants and restricted
stock awards, can be made under Presstek’s 2003 Stock Incentive Plan.
Stock
option and restricted stock awards granted to Presstek executives are based
on
the market competitive value of long-term incentives held by other executives
having similar levels of responsibility within the defined peer group of
companies, executive performance and contribution, and expected corporate
performance.
Stock
option grants allow executive officers to acquire shares of Presstek Common
Stock at the fair market value on the date of grant and typically vest over
a
four-year period. The option will generally provide a return to the executive
only if he or she remains a Presstek employee until the options have vested,
and
then only if the market value of the stock appreciates over the term of the
option. The table entitled “Option
Grants in Last Fiscal Year”
(on page 15) summarizes the stock options granted during 2005 to the individuals
named in the Summary Compensation Table. Restricted stock grants typically
vest
over a four-year period. The restricted stock will generally provide a return
to
the executive only if he remains a Presstek employee until the restricted stock
has vested, and can provide additional returns if the market value of the stock
appreciates over the price at the grant date. The Summary Compensation Table
summarizes the restricted stock granted during 2005 to the Named Executives
in
the Summary Compensation Table.
In
general, under Section 162(m) of the Code, the Company cannot deduct, for
federal income tax purposes, compensation in excess of $1,000,000 paid to
certain executive officers. This deduction limitation does not apply, however,
to compensation that constitutes “qualified performance-based compensation”
within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder. Currently, the Compensation Committee has structured
its
compensation policies without regard to the deduction limitations imposed by
Section 162(m) of the Code.
Submitted
by the:
Compensation
and Stock Plan Committee (for fiscal 2005)
Dr. Lawrence
Howard, Chair
Daniel
S.
Ebenstein
Steven
N.
Rappaport
EMPLOYMENT
AGREEMENTS
The
Company has entered into employment agreements with Messrs. Marino, Moosa,
McCarthy, Bouchard,
and
Baum.
The
Company entered into an employment agreement with Mr. Marino dated
February 2, 2005 (the “Marino Agreement”) to replace Mr. Marino’s
previous employment agreement dated November 19, 2003. Under the terms of
the Marino Agreement, in addition to other benefits, Mr. Marino’s annual
salary was set at $450,000. Mr. Marino’s annual salary is to be reviewed no
less frequently than annually by the Board. Under the Marino Agreement,
Mr. Marino may also receive an annual cash bonus of up to 30% of his
then-current base salary, based on his contribution to the accomplishment of
key
annual corporate objectives. The Marino Agreement is for an initial term of
three years, which ends on the day preceding the third anniversary of the
effective date of February 2, 2005. Beginning on the third anniversary of
the effective date and on each annual anniversary thereafter, the Marino
Agreement automatically renews for an additional one-year term, unless either
party gives notice at least 180 days prior to such anniversary date that
they do not concur with the automatic renewal or unless earlier
terminated.
In
addition, on the effective date of the Marino Agreement, Mr. Marino was
granted options to purchase fifty thousand (50,000) shares of Common Stock
of
the Company at a price per share equal to $8.39, which was the fair market
value
of the shares on the date of grant. Such options were immediately exercisable
on
February 2, 2005. Mr. Marino was also granted options to purchase
fifty thousand (50,000) shares of Common Stock of the Company at a price per
share equal to $8.39, which vested on June 30, 2005. Each of these grants
is subject to the terms and conditions of the 2003 Plan.
Subject
to applicable eligibility requirements, Mr. Marino is entitled to
participate in any plan or arrangement relating to employee benefits that may
be
adopted or offered by the Company from time to time. In addition,
Mr. Marino is entitled to the use of a Company automobile or a car
allowance.
Should
the Board choose to terminate Mr. Marino’s employment other than for
“cause” (as defined in the Marino Agreement), then Mr. Marino is to receive
severance payments equal to his then current salary for the remainder of the
“term” (as defined in the Marino Agreement). Such severance payments, however,
shall not be less than Mr. Marino’s then annual base salary for a period of
one and a half years and shall not exceed Mr. Marino’s then annual base
salary for a period of two years. If the Board does not concur within the
automatic renewal of the term, then Mr. Marino is to receive an amount
equal to one (1) full year of his then-effective annual salary. In both
instances, Mr. Marino is also entitled to receive all then-existing
retirement or employee benefits for the remainder of the term. If
Mr. Marino’s employment is terminated other than for cause or voluntarily
by him for “good reason” (as defined in the Marino Agreement and is in
connection with or occurs within one and a half years following a “change of
control” (as defined in the Marino Agreement), then Mr. Marino is to
receive a one-time severance payment equal to three (3) times the average
of his annual compensation payable by the Company to him over the five
(5) most recent taxable years of his employment with the Company, less one
dollar. The Marino Agreement, however, specifically prohibits Mr. Marino
from receiving any payment that would be considered a “parachute payment” within
the meaning of Section 280G(b)(2) of the Internal Revenue Code (the
"Code") or as determined by a nationally recognized accounting firm
selected by the Board. Should the Board terminate Mr. Marino’s employment
for cause, Mr. Marino is not entitled to any further
compensation.
The
Company entered into an Employment Agreement with Mr. Moosa dated
February 2, 2005 (the “Moosa Agreement”) to replace Mr. Moosa’s
previous Employment Agreement dated December 31, 2003. Under the terms of
the Moosa Agreement, in addition to other benefits, Mr. Moosa’s annual
salary was set at $250,000. Mr. Moosa’s annual salary is to be reviewed no
less frequently than annually by the Board. Under the Moosa Agreement,
Mr. Moosa may also receive an annual cash bonus of up to 40% of his
then-current base salary, based on his contribution to the accomplishment of
key
annual corporate objectives. The Moosa Agreement is for an initial term of
three
years, which ends on the day preceding the third anniversary of the effective
date of February 2, 2005. Beginning on the third anniversary of the
effective date and on each annual anniversary thereafter, the Moosa Agreement
automatically renews for an additional one-year term, unless either party gives
notice at least 180 days prior to such anniversary date that they do not
concur with the automatic renewal or unless earlier terminated.
Pursuant
to the Moosa Agreement, on February 2, 2005, Mr. Moosa was granted
options to purchase twenty-five thousand (25,000) shares of Common Stock of
the
Company at a price per share equal to $8.39, which was the fair market value
of
the shares on the date of grant. Such options were immediately exercisable
on
February 2, 2005. In addition, on February 2, 2005, Mr. Moosa was
also granted options to purchase twenty-five thousand (25,000) shares of Common
Stock of the Company at a price per share equal to $8.39, the fair market value
of the shares on the date of the grant, which vested on June 30, 2005
(subject to the earlier vesting of the options, in their entirety, upon the
execution by the Company of a definitive agreement relating to a change in
control). Each of these grants is subject to the terms and conditions of the
2003 Plan. In addition, Mr. Moosa is entitled to the use of a Company
automobile or a car allowance.
If
Mr. Moosa’s employment is terminated by the Company other than for “cause”
(as defined in the Moosa Agreement) or if the Board does not concur within
the
automatic renewal of the “term” (as defined in the Moosa Agreement), then
Mr. Moosa is to receive an amount equal to one (1) full year of his
then-effective annual salary. In both instances, Mr. Moosa is also entitled
to receive all then-existing retirement or employee benefits for the remainder
of the term. If Mr. Moosa’s employment is terminated involuntarily without
cause or voluntarily by him for “good reason” (as defined in the Moosa
Agreement) in connection with or within one and a half years following a “change
of control” (as defined in the Moosa Agreement), then Mr. Moosa is to
receive a one-time severance payment equal to three (3) times the average
of his annual compensation payable by the Company to him over the five
(5) most recent taxable years of his employment with the Company, less one
dollar. The Moosa Agreement, however, specifically prohibits Mr. Moosa from
receiving any payment that would be considered a “parachute payment” within the
meaning of Section 280G(b)(2) of the Code or as determined by a nationally
recognized accounting firm selected by the Board. Should the Board terminate
Mr. Moosa’s employment for cause, Mr. Moosa is not entitled to any
further compensation or other benefits.
The
Company entered into an Employment Agreement with Mr. McCarthy dated
February 11, 2005 (the “McCarthy Agreement”). Under the terms of the McCarthy
Agreement, in addition to other benefits, Mr. McCarthy’s annual salary was
set at $225,000. Mr. McCarthy’s annual salary is to be reviewed no less
frequently than annually by the Board. Under the McCarthy Agreement,
Mr. McCarthy may also receive an annual cash bonus of up to 40% of his
then-current base salary, based on his contribution to the accomplishment of
key
annual corporate objectives. The McCarthy Agreement is for an initial term
of
three years, which ends on the day preceding the third anniversary of the
effective date. Beginning on the third anniversary of the effective date of
February 11, 2005 and on each annual anniversary thereafter, the McCarthy
Agreement automatically renews for an additional one-year term, unless either
party gives notice at least 180 days prior to such anniversary date that
they do not concur with the automatic renewal or unless earlier
terminated.
Pursuant
to the McCarthy Agreement, on February 11, 2005, Mr. McCarthy was
granted options to purchase fifty thousand (50,000) shares of Common Stock
of
the Company at a price per share equal to $8.02, which was the fair market
value
of the shares on February 11, 2005. Such options vested on June 30,
2005. In addition, on February 11, 2005, Mr. McCarthy was also granted
options to purchase fifty thousand (50,000) shares of Common Stock of the
Company at a price per share equal to $8.02; at the time of this grant, 33%
of
such options were originally scheduled to vest on each of June 30, 2006,
June 30, 2007 and June 30, 2008. On December 13, 2005, the Board of
Directors voted to vest all unvested options that had been issued to all
Directors, Officers, and Employees of the Company as of December 31, 2005.
Each
of Mr. McCarthy’s grants is subject to the terms and conditions of the 2003
Plan. In addition, Mr. McCarthy is entitled to the use of a Company
automobile or a car allowance.
Should
the Board terminate Mr. McCarthy’s employment other than for “cause” (as
defined in the McCarthy Agreement), then Mr. McCarthy is to receive
severance payments equal to his then current salary for the remainder of the
“term” (as defined in the McCarthy Agreement). Such severance payments, however,
shall not be less than Mr. McCarthy’s then annual base salary for a period
of one and a half years and shall not exceed Mr. McCarthy’s then annual
base salary for a period of two years. If the Board does not concur within
the
automatic renewal of the term, then Mr. McCarthy is to receive an amount
equal to one (1) full year of his then-effective annual salary. In both
instances, Mr. McCarthy is also entitled to receive all then-existing
retirement or employee benefits for the remainder of the term. If
Mr. McCarthy’s employment is terminated other than for cause and is in
connection with or within one and a half years following a “change of control”
(as defined in the McCarthy Agreement), then Mr. McCarthy is to receive a
one-time severance payment equal to three (3) times the average of his
annual compensation payable by the Company to him over the five (5) most
recent taxable years of his employment with the Company, less one dollar. The
McCarthy Agreement, however, specifically prohibits Mr. McCarthy from
receiving any payment that would be considered a “parachute payment” within the
meaning of Section 280G(b)(2) of the Code or as determined by a nationally
recognized accounting firm selected by the Board. Should the Board terminate
Mr. McCarthy’s employment for cause, Mr. McCarthy is not entitled to
any further compensation.
The
Company entered into an Employment Agreement with Mr. Bouchard dated July 1,
2005 (“the Bouchard Agreement”). Under the terms of the Bouchard Agreement, in
addition to other benefits, Mr. Bouchard’s annual salary was set at $185,000.
Under the Bouchard Agreement, Mr. Bouchard may also receive an annual cash
bonus
of up to 40% of his then-current base salary, based on his contribution to
the
accomplishment of key annual corporate objectives. The Bouchard Agreement is
for
an initial term of three years, which ends on the day preceding the third
anniversary of the effective date. Beginning on the third anniversary of the
effective date of July 1, 2005 and on each annual anniversary thereafter, the
Bouchard Agreement automatically renews for an additional one-year term, unless
either party gives notice at least 90 days prior to such anniversary date
that they do not concur with the automatic renewal or unless earlier terminated.
In addition, Mr. Bouchard is entitled to the use of a Company automobile or
a car allowance.
If
Mr.
Bouchard’s employment is terminated by the Company other than for “cause” (as
defined in the Bouchard Agreement), or by Mr. Bouchard for “good reason” (as
defined in the Bouchard Agreement), then Mr. Bouchard is to receive a severance
payment equal to 12 months of his then-current base salary paid on a
bi-weekly/weekly basis, provided that Mr. Bouchard first executes a
comprehensive release of claims in a form acceptable to the Company. If Mr.
Bouchard’s employment terminates upon expiration of the Bouchard Agreement or at
Mr. Bouchard’s option, Mr. Bouchard shall receive his then-current base salary
through the expiration of the term. Should the Company terminate Mr. Bouchard’s
employment for cause, Mr. Bouchard is not entitled to any further compensation.
The
Company’s subsidiary, Presstek Europe, entered into an Employment Agreement with
Mr. Baum on August 5, 2002. Under the terms of the employment arrangement,
in
addition to other benefits, Mr. Baum’s salary was set at $131,124 (Mr. Baum is
paid in British pounds sterling; this dollar amount is a conversion of ₤76,200
converted to U.S. dollars as of December 31, 2005). Mr. Baum may also receive
an
annual cash performance bonus of up to 40% of his then-current annual salary,
to
be paid based on his contribution to the accomplishment of key annual corporate
objectives. In addition, Mr. Baum is entitled to the use of a Company automobile
or a car allowance. If Mr. Baum’s employment is terminated by the Company other
than for cause, then Mr. Baum is entitled to a severance payment based on 18
months of his then-current base salary.
Mr. Ebenstein,
who has been a director of the Company since November 1999, is a partner of
the
law firm of Amster, Rothstein & Ebenstein LLP (“Amster”) and shares in
the profits of that firm. During the fiscal year ended December 31, 2005,
the Company paid legal fees and expenses to Amster for services related to
representing the Company on various intellectual property matters.
The
following table provides information with respect to individual stock options
granted during the fiscal year ended December 31, 2005 to the Named
Executives:
Option
Grants in Last Fiscal Year
Individual
Grants
|
Name
|
Number
of Securities Underlying Options Granted
(#)
|
Percentage
of Total Options Granted to Employees in Fiscal
Year
|
Exercise
of Base Price (price per share)
|
Expiration
Date
|
Grant
Date Present Value ($)
|
|||||||||||
|
Edward
J. Marino
|
50,000
50,000
50,000
|
4.5%
4.5%
4.5%
|
|
$
$
$
|
8.39
8.39
9.04
|
02/02/2015
02/03/2015
12/31/2015
|
$
$
$
|
212,710
(1)
213,485
(1)
213,860
(2)
|
|
|||||||
|
|
|
|
||||||||||||||
|
Moosa
E. Moosa
|
50,000
30,000
|
4.5%
2.7%
|
|
$
$
|
8.39
9.04
|
02/02/2015
12/30/2015
|
$
$
|
212,710
(1)
128,316
(2)
|
|
|||||||
|
|
||||||||||||||||
|
G.
Michael McCarthy
|
100,000
10,000
|
9.1%
0.9%
|
|
$
$
|
8.02
9.04
|
02/11/2015
12/30/2015
|
$
$
|
419,990
(1)
42,772
(2)
|
|
|||||||
|
|
|
|
|
|||||||||||||
|
Peter
A. Bouchard
|
50,000
15,000
|
4.5%
1.4%
|
|
$
$
|
9.91
9.04
|
11/30/2015
12/30/2015
|
$
$
|
212,080
(2)
64,158
(2)
|
|
|||||||
|
|
|
|||||||||||||||
|
Quentin
C. Baum
|
25,000
|
2.3%
|
|
$
|
9.04
|
12/30/2015
|
$
|
106,930
(2)
|
|
|||||||
|
(1)
|
This
estimated hypothetical value is based on a Black-Scholes option pricing
model. The Company used the following assumptions in estimating this
value: expected option life, 4.15 years; risk-free rate of return,
3.66%,
expected volatility, 62.21; and expected dividends yield,
0.0%.
|
|
(2)
|
This
estimated hypothetical value is based on a Black-Scholes option pricing
model. The Company used the following assumptions in estimating this
value: expected option life, 4.27 years; risk-free rate of return,
4.55%,
expected volatility, 55.06; and expected dividends yield,
0.0%
|
The
following table sets forth information concerning the value of unexercised
stock
options held by the Named Executives as of December 31, 2005 and the
options exercised by the Named Executives during the fiscal year ended
December 31, 2005. On December 13, 2005, the Board of Directors voted to
vest all unvested options that had been issued to all Directors, Officers,
and
Employees of the Company as of December 31, 2005. This action was taken to
mitigate compensation that would have been required upon the effectiveness
of
the Financial Accounting Standards Board’s SFAS 123R beginning
January 1, 2006. As a result of these actions, the Company eliminated
approximately $1.3 million in pre-tax compensation expense in fiscal 2006
and $0.7 million thereafter related to these options. Stock compensation
expense in future periods will relate to options or warrants to purchase
Common
Stock issued subsequent to December 31, 2005.
Aggregated
Option Exercises for Fiscal Year-Ended December 31,
2005
and
Fiscal Year-End Option Values
|
Number
of Securities
Underlying Unexercised Options at December 31,
2005
|
Value
of Unexercised In-the-Money Options at December 31,
2005(2)
|
|||||||||||||||||||||
|
Name
|
Shares
Acquired on Exercise
|
Value
Realized(1)
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
||||||||||||||||
|
Edward
J. Marino
|
—
|
$
|
—
|
662,500
|
—
|
$
|
1,993,650
|
$
|
—
|
|||||||||||||
|
Moosa
E. Moosa
|
—
|
$
|
—
|
255,000
|
—
|
$
|
471,550
|
$
|
—
|
|||||||||||||
|
G.
Michael McCarthy
|
—
|
$
|
—
|
110,000
|
—
|
$
|
102,000
|
$
|
—
|
|||||||||||||
|
Peter
A. Bouchard
|
—
|
$
|
—
|
87,700
|
—
|
$
|
97,698
|
$
|
—
|
|||||||||||||
|
Quentin
C. Baum
|
—
|
$
|
—
|
25,000
|
—
|
$
|
—
|
$
|
—
|
|||||||||||||
|
(1)
|
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, multiplied by the number of shares underlying the options
exercised.
|
|
(2)
|
Year-end
values for unexercised in-the-money options represent the positive
spread
between the exercise price of such options and the fair market value
of
the Common Stock on December 30, 2005, the last trading day prior to
the fiscal year end of December 31, 2005 ($9.04 per share as quoted
on the Nasdaq National Market) multiplied by the number of shares
underlying the options.
|
The following table provides information as of December 31, 2005, with respect
to shares of the Company’s Common Stock authorized for issuance under the
Company’s existing equity compensation plans, including the Company’s 1988 Stock
Option Plan (the “1988 Plan”), 1991 Stock Option Plan (the “1991 Plan”), 1994
Stock Option Plan (the “1994 Plan”), 1997 Interim Stock Option Plan (the “1997
Plan”), 1998 Stock Option Plan (the “1998 Plan”), 2003 Stock Option and
Incentive Plan of Presstek, Inc. (the “2003 Plan”), Non-Employee Director Stock
Option Plan (the “Director Plan”) and 2002 Employee Stock Purchase Plan (the
“ESPP”). Except for the 1997 Plan, each of the foregoing equity compensation
plans has been approved by the stockholders of the Company.
|
Number
of securities to
be issued upon exercise of outstanding options, warrants and
rights
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining
available for future issuance under equity compensation plans (excluding
securities reflected in column (a))
|
||||||||
|
Plan
Category
|
(a)
|
(b)
|
(c)
|
|||||||
|
Equity
compensation plans approved by security holders (1)
|
3,014,650
(3)
|
|
$
|
8.82
(3)
|
|
3,209,629
(4)
|
|
|||
|
Equity
compensation plans not approved by security holders (2)
|
86,825
|
$
|
10.24
|
— (5)
|
|
|||||
|
Total
|
3,101,475
|
$
|
8.86
|
3,209,629
|
||||||
|
(1)
|
Consists
of the 1988 Plan, 1991 Plan, 1994 Plan, 1998 Plan, 2003 Plan, Director
Plan and ESPP.
|
|
(2)
|
Consists
of the 1997 Plan which expired on September 22, 2002. A copy of the
1997 Plan was filed as Exhibit 10.1 to the Company’s quarterly report
on Form 10-Q for the quarter ended September 27, 1997 filed with
the Securities and Exchange Commission on November 7, 1997. A summary
of the 1997 Plan is provided below.
|
|
(3)
|
Excludes
purchase rights accruing under the
ESPP.
|
|
(4)
|
Includes
shares available for future issuance under the 1998 Plan and 2003
Plan.
Does not include any shares under the 1988 Plan, the 1991 Plan, and
the
1994 Plan as these plans expired on August 21, 1998, August 18,
2001, and April 8, 2004, respectively. Also includes shares available
for future issuance under the ESPP. As of December 31, 2005, an
aggregate of 862,279 shares of Common Stock were available for
issuance pursuant to the ESPP. Under the ESPP, each eligible employee
may
purchase up to 750 shares of Common Stock each quarterly purchase
period at a purchase price per share equal to 85% of the lower of
the fair
market value (as defined in the ESPP) of Common Stock on the first
or last
trading day of a purchase period. The first purchase date under the
ESPP
was December 21, 2002.
|
|
(5)
|
The
Company’s ability to make additional option grants under the 1997 Plan
terminated on September 22,
2002.
|
Description
of 1997 Interim Stock Option Plan
The
1997
Plan was adopted for the purpose of granting non-statutory options to any person
that the Board believed had contributed, or who would contribute, to the success
of the Company or its subsidiaries, including directors, officers, employees,
independent agents, consultants and attorneys. A total of 250,000 shares of
Common Stock were reserved for issuance under the 1997 Plan. The Company’s
ability to make additional option grants under the 1997 Plan terminated on
September 22, 2002; however, the Plan continues to govern all options
granted and outstanding under the 1997 Plan. The options granted and outstanding
under the 1997 Plan are currently administered by the Compensation
Committee.
Pursuant
to the terms of the plan, the price per share relating to each option granted
under the 1997 Plan was to be established at the time of grant by the Board
(or
a committee thereof appointed to administer the plan); provided that the
exercise price was not to be less than 100% of the fair market value per share
of Common Stock on the date of grant. The 1997 Plan allows that payment upon
the
exercise of options may be made by one or any combination of the following:
(i) by cash, which may be paid by check or other instrument acceptable to
the Company; (ii) by payment in share of Common Stock which are already
owned by the optionee, valued at the fair market value thereof on the date
of
exercise; or (iii) by delivery to the Company by the optionee of an
executed exercise form together with irrevocable instructions to a broker-dealer
to sell or margin a sufficient portion of the shares sold or margined and
deliver the sale or margin loan proceeds directly to the Company to pay for
the
exercise price.
The
maximum number of shares with respect to which options could be granted to
any
officer or director under the 1997 Plan was not to exceed the lesser of:
(i) 1% of the number of outstanding shares of Common Stock on the date of
grant; (ii) 1% of the total voting power of the Company’s outstanding
voting securities on the date of grant; or (iii) 25,000 shares. The
1997 Plan provides for adjustment of any outstanding options to prevent dilution
or enlargement of rights, including adjustments in the event of changes in
the
outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like.
The
vesting of options granted under the 1997 Plan was to be determined by the
Board. The 1997 Plan also grants the Board discretion to make options
immediately exercisable upon: (i) the first purchase of shares of Common
Stock pursuant to a tender offer (other than an offer by the Company) for the
Common Stock of the Company; (ii) the approval of the Company’s
stockholders of an agreement for a merger or consolidation, or a sale, exchange
or other disposition of all or substantially all of the Company’s assets;
(iii) with respect to an employee, his or her 65th birthday; or
(iv) with respect to an employee, his or her involuntary termination from
employment with the Company. Except as otherwise provided by the Board, options
granted under the 1997 Plan may only be transferred by will or by the laws
of
descent and distribution. The 1997 Plan also provides that any option granted
thereunder may include a provision to the effect that the optionee may, at
any
time at which the fair market value of the option is in excess of the exercise
price, request that the Company purchase from the optionee all or any portion
of
the shares as shall be then exercisable under the option at a price equal to
the
difference between the exercise price of such shares and the fair market value
thereof on the date of repurchase; provided, however, that the Company shall
have no obligation to make any purchase pursuant to such a request.
If
an
employee ceases to be employed by the Company (other than for cause or by death
or disability), no further installments of the options granted to such employee
under the 1997 Plan shall become exercisable, and such options shall, to the
extent exercisable on the date of termination, remain exercisable for a period
of 30 days following the date of termination. If an employee is terminated
for cause or voluntarily leaves the employee of the Company without the
Company’s consent, options granted to such employee under the 1997 Plan shall
automatically terminate and will no longer be exercisable. Upon termination
of
employment by reason of death, options granted to such employee under the 1997
Plan may be exercised, to the extent exercisable on the date of death, by a
legatee or legatees of the employee under the employee’s last will, or by the
employee’s personal representative or distributees, at any time within one year
after the date of the employee’s death. In the event employment is terminated by
reason of disability, options granted to such employee under the 1997 Plan
shall, to the extent exercisable on the date of termination, remain exercisable
for a period of 30 days following the date of termination. Notwithstanding
any of the foregoing, no option granted under the 1997 Plan shall remain
exercisable beyond the specified termination date of such option.
STOCK
PERFORMANCE GRAPH
The
Stock
Performance Graph set forth below compares the cumulative total return on the
Company’s Common Stock from December 29, 2000 through December 30, 2005, with
the cumulative total return for the Nasdaq Stock Market Index and the SIC Code
Printing Trades Machinery and Equipment Index which index consists of the
returns of Baldwin Technology (AMEX: BLD) and Delphax Technologies,
Inc. (Nasdaq: DLPX). The comparison assumes that $100 was invested on
January 1, 2000 in the Company’s Common Stock, the Nasdaq Stock Market
Index and the stock of the SIC Code Printing Trades Machinery and Equipment
Index and assumes the reinvestment of all dividends, if any.
COMPARISON
OF CUMULATIVE TOTAL RETURN AMONG PRESSTEK, INC.,
NASDAQ
STOCK MARKET INDEX AND SIC CODE PRINTING TRADES MACHINERY
AND
EQUIPMENT INDEX
|
|
Dec. 29,
2000
|
Dec. 28,
2001
|
Dec. 27,
2002
|
Jan.
2, 2004
|
Dec.
31, 2004
|
Dec.
30, 2005
|
|||||||||||||
|
Presstek,
Inc.
|
|
$
|
100.0
|
|
$
|
90.5
|
|
$
|
48.1
|
|
$
|
69.4
|
|
$
|
92.2
|
|
$
|
86.1
|
|
|
Nasdaq
Market Index
|
|
$
|
100.0
|
|
$
|
80.9
|
|
$
|
55.4
|
|
$
|
82.2
|
|
$
|
89.2
|
|
$
|
91.1
|
|
|
SIC
Code Index
|
|
$
|
100.0
|
|
$
|
140.7
|
|
$
|
63.8
|
|
$
|
128.5
|
|
$
|
164.3
|
|
$
|
177.4
|
|
VOTING
SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership
of
the Company’s Common Stock as of the Record Date (unless otherwise indicated)
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) our directors and nominees
for director; and (iv) all current executive officers and directors as a
group. Except as otherwise set forth below, the business address of each
individual is that of the Company.
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned(1)(2)
|
Percentage
of Shares Beneficially Owned(1)
|
|||||
|
Peter
Kellogg
|
6,038,331
|
(3)
|
16.99
|
%
|
|||
|
c/o
Spear Leeds & Kellogg
|
|||||||
|
120
Broadway
|
|||||||
|
New
York, NY 10271
|
|||||||
|
Dr.
Lawrence Howard
|
1,388,828
|
(4)
|
3.91
|
%
|
|||
|
Edward
J. Marino
|
687,073
|
(5)
|
1.93
|
%
|
|||
|
John
W. Dreyer
|
167,500
|
(6)
|
*
|
||||
|
Daniel
S. Ebenstein
|
58,000
|
(7)
|
*
|
||||
|
Michael
D. Moffitt
|
62,240
|
(8)
|
*
|
||||
|
Brian
F. Mullaney
|
25,000
|
(9)
|
*
|
||||
|
Steven
N. Rappaport
|
77,500
|
(10)
|
*
|
||||
|
Donald
C. Waite, III
|
75,000
|
(11)
|
*
|
||||
|
Moosa
E. Moosa
|
291,349
|
(12)
|
*
|
||||
|
G.
Michael McCarthy
|
100,000
|
(13)
|
*
|
||||
|
Peter
A. Bouchard
|
98,900
|
(14)
|
*
|
||||
|
Quentin
C. Baum
|
25,000
|
(15)
|
*
|
||||
|
All
current executive officers and directors as a group (12
persons)
|
3,056,390
|
(16)
|
8.57
|
%
|
|||
|
*
|
Less
than 1%.
|
|
(1)
|
Applicable
percentage of ownership as of the Record Date is based upon 35,541,965
shares of Common Stock outstanding as of the Record Date. Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission (the “Commission”), and includes voting and investment
power with respect to shares. Common Stock subject to options currently
exercisable or exercisable within 60 days of the Record Date is referred
to as “exercisable stock options.” Exercisable stock options are deemed
outstanding for purposes of computing the percentage ownership of
the
person holding such options, but are not deemed outstanding for computing
the percentage of any other person.
|
|
(2)
|
Except
as otherwise set forth herein, the Company believes that 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)
|
As
of December 31, 2005 and based on a Schedule 13G filed with the Securities
and Exchange Commission on February 15, 2006. Mr.Kellogg has sole
power to
vote or direct the vote of, dispose of or direct the disposal of
5,749,331
of such shares of which Mr.Kellogg disclaims beneficial ownership
and has
shared power to vote or direct the vote of, and to dispose of or
direct
the disposal of 51,200 of such shares.
|
|
(4)
|
As
of March 17, 2006 and based on a Form 4 filed with the Securities
and
Exchange Commission on March 17, 2006 and a Schedule 13G filed with
the
Securities and Exchange Commission on February 14, 2006. Dr. Howard
is the
beneficial owner of 944,005 shares of Common Stock, of which 50,000
represent shares subject to stock options exercisable within 60 days
of
December 31, 2005. Dr. Howard may be deemed to exert sole voting
and
investment power over such securities. Dr. Howard is also the owner
of 23%
of the Member Interests of a limited liability company that is the
record
owner of 110,503 shares of Common Stock. Dr. Howard's daughter owns
the
other 77% of
the Member Interests of the limited liability company. Dr. Howard
and Dr.
Howard's wife are the Managing Members of the limited liability company.
Dr. Howard may be deemed to exert shared voting and investment power
over
all of the securities held by such limited liability company. Dr.
Howard
is also the owner of 20% of
the Member Interests of another limited liability company that is
the
record owner of 182,195 shares of Common Stock. Dr. Howard's daughter
and
son own the other 80% of the Member Interests of the limited liability
company. Dr. Howard and Dr. Howard's wife are the Managing Members
of the
limited liability company. Dr. Howard may be deemed to exert shared
voting
and investment power over all of the securities held by such limited
liability company.
|
|
Dr.
Howard's wife is the record owner of 35,000 shares of Common Stock.
Dr.
Howard's wife is also the record owner, as custodian for Dr. Howard's
minor children, of 9,500 shares of Common Stock. Dr. Howard’s daughter is
the record owner of 7,625 shares. Dr. Howard may be deemed to exert
shared
voting and investment power over such
securities.
|
|
(5)
|
Includes
options to purchase 660,000 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(6)
|
Includes
options to purchase 132,592 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(7)
|
Includes
options to purchase 52,2500 shares of Common Stock issuable pursuant
to
exercisable stock options. Also includes 3,000 shares held of record
by
Mr.Ebenstein’s child with respect to which Mr.Ebenstein disclaims any
beneficial interest.
|
|
(8)
|
Includes
options to purchase 47,400 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(9)
|
Includes
options to purchase 25,000 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(10)
|
Includes
options to purchase 47,500 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(11)
|
Includes
options to purchase 50,000 shares Common Stock issuable to pursuant
to
exercisable stock options.
|
|
(12)
|
Includes
options to purchase 255,000 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(13)
|
Includes
options to purchase 100,000 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(14)
|
Includes
options to purchase 77,700 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(15)
|
Includes
options to purchase 25,000 shares of Common Stock issuable pursuant
to
exercisable stock options.
|
|
(16)
|
Includes
options to purchase 1,543,192 shares Common Stock issuable to pursuant
to
exercisable stock options.
|
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers and directors, and persons who own more than ten percent of a
registered class of the Company’s equity securities (collectively, the
“Reporting Persons”), to file reports of ownership and changes in ownership with
the Securities Exchange Commission. Such Reporting Persons are required by
SEC
regulation to furnish the Company with copies of all Section 16 forms they
file. Based solely on its review of the copies of such filings received by
it
and based upon written representations from the Reporting Persons, the Company
believes that during the fiscal year ended December 31, 2005, all Reporting
Persons timely filed all Section 16(a) reports required to be filed by
them, except that one Form 4 covering two option issuance transactions on
July 1, 2005 was filed late on behalf of each of Messrs. Dreyer, Ebenstein,
Moffitt, Rappaport, Waite, and Dr. Howard.
AUDIT
COMMITTEE REPORT
The
Audit
Committee was comprised of Mr. Rappaport as Chair, Dr. Howard and
Mr. Waite. None of the members of the Audit Committee is an officer or
employee of the Company, and each is an “independent director” of the Company
(as defined in Rule 4200(a)(15) of the listing standards of The Nasdaq
Stock Market, Inc. as currently in effect). The Audit Committee operates under
a
written charter adopted by the Board and reviewed by the Board for adequacy
each
year, a copy of which is attached to the Company’s annual proxy statement filed
for fiscal 2004 as Appendix A. Specifically, the Audit Committee, among
other things: (i) reviews and discusses with management and the independent
registered public accounting firm the adequacy and effectiveness of the
accounting and financial controls of the Company; (ii) selects and
evaluates the performance of the Company’s independent registered public
accounting firm; (iii) reviews and discusses with management and the
independent registered public accounting firm the results of the year-end audit
of the Company; and (iv) reviews and discusses with management and the
independent registered public accounting firm the accounting policies of the
Company and the Company’s compliance with generally
accepted accounting principles in the United States of America and certain
legal
and regulatory requirements.
The
Audit
Committee has reviewed the audited balance sheets of the Company as of
December 31, 2005, January 1, 2005 and January 3, 2004, and the
related statements of operations, stockholders’ equity and cash flows for the
fiscal years ended December 31, 2005, January 1, 2005, and January 3,
2004, and the related notes thereto, and has discussed them with both management
and BDO Seidman, LLP, the Company’s independent registered public accounting
firm. The Audit Committee has also discussed with BDO Seidman, LLP the matters
required to be discussed by the Statement on Auditing Standards No. 61 (SAS
61 — Communication with Audit Committees), as currently in effect. The
Audit Committee has received the written disclosures and the letter from BDO
Seidman, LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as currently in effect, and
has discussed with BDO Seidman, LLP that firm’s independence.
Based
on
its review of the audited financial statements and the aforementioned
discussions, the Audit Committee recommended to the Board of Directors of the
Company that the audited financial statements be included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2005.
As
specified in the Audit Committee Charter, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the Company’s financial
statements are complete and accurate and in accordance with generally accepted
accounting principles. That is the responsibility of the Company’s independent
registered public accounting firm and management. In giving our recommendation
to the Board of Directors, the Audit Committee has relied on
(i) management’s representation that such financial statements have been
prepared with integrity and objectivity and in conformity with generally
accepted accounting principles, and (ii) the report of the Company’s
independent registered public accounting firm with respect to such financial
statements.
Submitted
by the:
Audit
Committee (for fiscal 2005)
Steven
N.
Rappaport, Chair
Dr.
Lawrence Howard
Donald
C.
Waite, III
PROPOSAL 2
RATIFICATION
OF SELECTION OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
BDO
Seidman, LLP has audited and reported upon the financial statements of the
Company for the fiscal year ended December 31, 2005. BDO Seidman, LLP has served
as the Company’s independent registered public accounting firm since 1996. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting and will have 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. The ratification of this selection is not required under the laws
of
the State of Delaware, the Company’s state of incorporation, or the Company’s
Bylaws, but the results of this non-binding vote will be considered by the
Board
in selecting an independent registered public accounting firm.
Set
forth
below are the fees paid by the Company to BDO Seidman, LLP for the fiscal
periods indicated.
Audit
Fees.
The
aggregate fees billed for professional services rendered by BDO Seidman, LLP
for
the fiscal years ended December 31, 2005 and January 1, 2005 for
(a) the audit of Presstek’s annual financial statements and internal
controls over financial reporting for each such fiscal year, and (b) the
review of the financial statements included in Presstek’s Forms 10-Q for
each such fiscal year, amounted to $896,807 and $977,274, respectively.
Audit-Related
Fees.
There
were no fees billed to the Company for audit-related services rendered by BDO
Seidman, LLP for the fiscal years ended December 31, 2005 and January 1,
2005.
Tax
Fees.
There
were no fees billed to the Company for tax-related services rendered by BDO
Seidman, LLP for the fiscal years ended December 31, 2005 and January 1,
2005.
All
Other Fees.
There
were no other fees billed to the Company by BDO Seidman, LLP, other than those
discussed above, for the fiscal years ended December 31, 2005 and
January 1, 2005.
The
Audit
Committee of the Board of Directors has determined that BDO Seidman, LLP has
maintained its independence, since no fees were billed for the provision of
any
services related to
All
Other Fees.
The
Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the independent
registered public accounting firm in accordance with this pre-approval, and
the
fees for the services performed to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.
THE
BOARD RECOMMENDS A VOTE FOR
RATIFICATION OF THIS SELECTION.
DEADLINE
FOR STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS
Stockholders
who wish to present proposals appropriate for consideration at the Company’s
Annual Meeting of Stockholders to be held in the year 2007 must (i) submit
the proposal in proper form to the Company no later than January 2, 2007
and (ii) must satisfy the conditions established by the Securities and
Exchange Commission and the Company’s Certificate of Incorporation and Bylaws
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
January 2, 2007 deadline, a stockholder may present a proposal at the
Company’s 2007 Annual Meeting if it is submitted to the Company’s Secretary at
the address set forth below between March 22, 2007 and April 21, 2007
(assuming that the 2007 Annual Meeting is held on June 6, 2007). If timely
submitted, the stockholder may present the proposal at the 2007 Annual Meeting
but the Company is not obligated to present the matter in its proxy
statement.
In
addition, the Company’s Certificate of Incorporation and Bylaws require a
stockholder who wishes to propose director nominations at an annual meeting
to
give advance written notice to the Company’s Secretary at the address below
between March 22, 2007 and April 21, 2007 (assuming that the 2007 Annual Meeting
is held on June 6, 2007).
Any
such
stockholder proposal or director nomination should be submitted to Presstek,
Inc., 55 Executive Drive, Hudson, New Hampshire, 03051, Attention:
Secretary.
OTHER
MATTERS
The
Board
does not intend to bring any matters before the Meeting other than those
specifically set forth in the Notice of Annual Meeting and it knows of no
matters to be properly brought before the meeting by others. If any other
matters properly come before the Meeting, it is the intention of the persons
named in the accompanying proxies to vote such proxies in accordance with the
judgment of the Board.
The
Company’s Annual Report to Stockholders, containing audited consolidated
financial statements for the fiscal year ended December 31, 2005, is being
mailed contemporaneously with this proxy statement and form of proxy to all
stockholders entitled to notice of, and to vote at, the Annual
Meeting.
Copies
of the Company’s Annual Report on Form 10-K will be provided, without
charge, upon written request to Presstek, Inc., 55 Executive Drive, Hudson,
New
Hampshire, 03051, Attention: Jane Miller.
To
the
extent that this Proxy Statement or portions thereof has been or will be
specifically incorporated by reference into any filing by the Company under
the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as
amended, the sections of the Proxy Statement entitled “Report on Executive
Compensation,” “Audit Committee Report” and “Stock Performance Graph” shall not
be deemed to be so incorporated, unless specifically otherwise provided in
any
such filing.
EXPENSES
AND SOLICITATION
All
costs
of soliciting proxies will be borne by the Company. The Company may request
its
officers and regular employees to solicit stockholders in person, by mail,
e-mail, telephone, telegraph and through the use of other forms of electronic
communication. In addition, the Company may request banks, brokers and other
custodians, nominees and fiduciaries to solicit their customers who have Common
Stock registered in the names of a nominee and, if so, will reimburse such
banks, brokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket costs. Solicitation by the Company’s officers and
regular employees may also be made of some stockholders in person or by mail,
e-mail, telephone, telegraph or through the use of other forms of electronic
communication following the original solicitation. The Company may retain a
proxy solicitation firm to assist in the solicitation of proxies. The Company
will bear all reasonable solicitation fees and expenses if such proxy
solicitation firm is retained.
(Front
of Proxy Card)
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PRESSTEK,
INC.
The
undersigned appoints Moosa E. Moosa and James F. Scafide, and each of them,
as
proxies, each with the power to appoint his substitute, and authorizes each
of
them to represent and to vote, as designated on the reverse hereof, all of
the
shares of Common
Stock of Presstek, Inc. held of record by the undersigned at the close of
business on April 17, 2006 at the 2006 Annual Meeting of Shareholders of
Presstek, Inc. to be held on June 7, 2006 or at any adjournment
thereof.
(Continued,
and to be marked, dated and signed, on the other side)
(Reverse
of Proxy Card)
 |
VOTE
BY TELEPHONE OR
INTERNET
QUICK
*** EASY ***
IMMEDIATE
|
 |
PRESSTEK,
INC.
Voting
by telephone or Internet is quick, easy and immediate.
As a
Presstek, Inc. shareholder, you have the option of voting your shares
electronically through the Internet or on the telephone, eliminating the need
to
return the proxy card. Your electronic vote authorizes the named proxies to
vote
your shares in the same manner as if you marked, signed, dated and returned
the
proxy card. Votes submitted electronically over the Internet or by telephone
must be received by 8:00 P.M., Eastern Time, on June 6, 2006.
To
Vote Your Proxy by Internet
www.continentalstock.com
Have
your
proxy card available when you access the above website. Follow the prompts
to
vote your shares.
To
Vote Your Proxy by Phone
1
(800) 293-8533
Use
any
touch-tone telephone to vote your proxy. Have your proxy card available when
you
call. Follow the voting instructions to vote your shares.
PLEASE
DO NOT RETURN THE CARD BELOW IF YOU ARE VOTING ELECTRONICALLY OR BY
PHONE.
To
Vote Your Proxy by Mail
Mark,
sign and date your proxy card below, detach it and return it in the postage-paid
envelope provided.
|
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
|
Please
mark
your
vote
|
x
|
||
|
like
this
|
||||
|
PROXY
|
_____________
|
THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED
“FOR” THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
|
1. ELECTION
OF DIRECTORS
|
WITHHOLD
|
|||
|
(To
withhold authority to vote for any individual nominee, strike a line
through that nominee’s name in the list below)
|
FOR
o
|
AUTHORITY
o
|
|
Edward
J. Marino
|
John
W. Dreyer
|
Daniel
S. Ebenstein
|
||||||
|
Dr.
Lawrence Howard
|
Michael
D. Moffitt
|
Brian
Mullaney
|
||||||
|
Steven
N. Rappaport
|
Donald
C. Waite, III
|
|
2.
|
PROPOSAL
TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30,
2006
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
||||
|
|
||||||||
|
3.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
|
|||||||
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||||||||
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||||||||
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COMPANY
ID:
|
||||||||
|
|
||||||||
|
PROXY
NUMBER:
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||||||||
|
|
||||||||
|
ACCOUNT
NUMBER:
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|
Signature
|
|
|
|
Signature
|
|
|
|
Date
|
|
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25