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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 13, 2004
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Date of Report (Date of earliest event reported)
Presstek, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-17541 02-0415170
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
55 Executive Drive
Hudson, New Hampshire 03051-4903
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(Address of Principal Executive Offices)
(603) 595-7000
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On July 13, 2004, Presstek, Inc. ("Presstek") entered into an Asset
Purchase Agreement (the "Asset Purchase Agreement") pursuant to which a
wholly-owned subsidiary of Presstek will acquire substantially all of the assets
of A.B. Dick Company and its subsidiaries, with specified exceptions, through a
U.S. Bankruptcy Court section 363 asset sale (the "Transaction"), on the terms
and subject to the conditions of the Asset Purchase Agreement.
The Transaction is subject to various conditions, including, among
other things, U.S. Bankruptcy Court approval.
In connection with the Transaction and the Asset Purchase Agreement,
Presstek and A.B. Dick's current lender, KeyBank, entered into a Revolving
Credit Agreement (the "Credit Agreement") with A.B. Dick and Paragon Corporate
Holdings, Inc. to provide $7 million in debtor-in-possession financing, subject
to Bankruptcy Court approval.
The foregoing description of the Asset Purchase Agreement is qualified
in its entirety by reference to the Asset Purchase Agreement, a copy of which is
attached to this report as Exhibit 2.1 and is incorporated herein by reference.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the Credit Agreement, a copy of which is attached to this report
as Exhibit 10.l and is incorporated herein by reference. In addition, the press
release issued by Presstek on July 13, 2004 relating to the signing of the Asset
Purchase Agreement is attached to this report as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Asset Purchase Agreement by and among Presstek, Inc.,
Silver Acquisitions Corp., Paragon Corporate Holdings,
Inc., A.B. Dick Company, A.B. Dick Company of Canada, Ltd.
and Interactive Media Group, Inc. dated as of July 13, 2004
10.1 Debtor-in-Possession Revolving Credit Agreement by and
among A.B. Dick Company, Paragon Corporate Holdings, Inc.,
KeyBank National Association and Presstek, Inc. dated as of
July 13, 2004
99.1 Press release issued by Presstek, Inc., dated July 13, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRESSTEK, INC.
Date: July 13, 2004 By: /s/ Moosa E. Moosa
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Moosa E. Moosa
Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement by and among Presstek, Inc., Silver
Acquisitions Corp., Paragon Corporate Holdings, Inc., A.B. Dick
Company, A.B. Dick Company of Canada, Ltd. and Interactive Media
Group, Inc. dated as of July 13, 2004
10.1 Debtor-in-Possession Revolving Credit Agreement by and among A.B.
Dick Company, Paragon Corporate Holdings, Inc., KeyBank National
Association and Presstek, Inc. dated as of July 13, 2004
99.1 Press release issued by Presstek, Inc., dated July 13, 2004