3//SEC Filing
PRESSTEK INC /DE/ 3
Accession 0000904454-12-000511
CIK 0000846876operating
Filed
Sep 3, 8:00 PM ET
Accepted
Sep 4, 5:33 PM ET
Size
14.3 KB
Accession
0000904454-12-000511
Insider Transaction Report
Form 3
MAI HOLDINGS, INC.
10% Owner
Holdings
- 250,000(indirect: By Occidental Fire & Casualty Company of North Carolina)
Common Stock, Par Value $.01 Per Share
- 568,847(indirect: By Transguard Insurance Company of America, Inc.)
Common Stock, Par Value $.01 Per Share
- 200,000(indirect: By Acceptance Casualty Insurance Company)
Common Stock, Par Value $.01 Per Share
- 6,168,208(indirect: By IAT Reinsurance Company Ltd.)
Common Stock, Par Value $.01 Per Share
- 500,000(indirect: By Acceptance Indemnity Insurance Company)
Common Stock, Par Value $.01 Per Share
- 1,000,000(indirect: By Harco National Insurance Company)
Common Stock, Par Value $.01 Per Share
- 500,000(indirect: By Wilshire Insurance Company)
Common Stock, Par Value $.01 Per Share
Footnotes (4)
- [F1]On August 22, 2012, MAI Holdings, Inc. ("MAI Holdings"), Presstek, Inc. (the "Issuer") and MAI Merger Corp., a Delaware corporation and wholly-owned subsidiary of MAI Holdings entered into an Agreement and Plan of Merger dated as of August 22, 2012 (the "Merger Agreement").
- [F2]As an inducement to enter into the Merger Agreement, and in consideration thereof, MAI Holdings entered into a voting agreement with each of IAT Reinsurance Company Ltd., Acceptance Casualty Insurance Company, Acceptance Indemnity Insurance Company, Harco National Insurance Company, Occidental Fire & Casualty Company of North Carolina, Transguard Insurance Company of America, Inc. and Wilshire Insurance Company (each a "Stockholder" and collectively, the "Stockholders"), dated as of the date of the Merger Agreement (the "Voting Agreement").
- [F3]Pursuant to the Voting Agreement, each Stockholder has granted to MAI Holdings an irrevocable proxy to, at any meeting of the stockholders of Issuer called to vote upon the Merger and the Merger Agreement, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, vote and exercise all voting and related rights of such Stockholder of its beneficially held Shares in favor of (A) the adoption by the Issuer of the Merger and the approval of the Merger Agreement and each of the transactions contemplated thereby and (B) any adjournment of the meeting in order to solicit additional votes, each as more fully described in the Voting Agreement.
- [F4]MAI Holdings is filing this statement solely because, as a result of the Voting Agreement, MAI Holdings may be deemed to share beneficial ownership of 9,187,055 shares of Common Stock, par value $0.01 per share of the Issuer (the "Common Stock"). The filing of this Initial Statement of Beneficial Ownership of Securities in Form 3 shall not be construed as an admission by MAI Holdings that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed.
Documents
Issuer
PRESSTEK INC /DE/
CIK 0000846876
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000846876
Filing Metadata
- Form type
- 3
- Filed
- Sep 3, 8:00 PM ET
- Accepted
- Sep 4, 5:33 PM ET
- Size
- 14.3 KB