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

Date of Report (Date of earliest event reported): October 24 31, 2012

PRESSTEK, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


0-17541		02-0415170

(Commission File Number)		(IRS Employer Identification No.)


10 Glenville Street
Greenwich, Connecticut		06831

(Address of Principal Executive Offices)		(Zip Code)

(203) 769-8056

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 32.01 COMPLETION -OF ~~Notice~~ACQUISITION ofOR ~~Delisting~~DISPOSITION orOF ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~ASSETS.

On October 2431, 2012, Presstek, Inc. (the "“Company")” ~~received~~or a“Presstek”) ~~notification~~was ~~letter~~merged ~~(the~~with ~~"Notice")~~and ~~from~~into ~~The~~AIP/Presstek ~~NASDAQ~~Merger ~~Stock~~Corp., ~~Market~~the ~~("NASDAQ")~~assignee ~~advising~~of ~~the~~MAI ~~Company~~Merger ~~that~~Corp. (the ~~Company~~“Purchaser”), ~~has~~pursuant ~~not~~to ~~regained~~the ~~compliance~~Agreement ~~with~~and ~~Listing~~Plan ~~Rule~~of ~~5550(a)(2)~~Merger ~~requiring that~~ (the ~~Company~~“Merger ~~maintain~~Agreement”) adated ~~minimum~~as ~~bid~~of ~~price~~August of22, at2012, ~~least~~by ~~$1.00~~and ~~per~~among ~~share.~~the ~~The~~Company, ~~Notice~~AIP/Presstek ~~advised~~Holdings LLC, the ~~Company~~assignee ~~that~~of ~~its~~MAI ~~securities~~Holdings, ~~will~~Inc., bea ~~delisted~~Delaware ~~from~~corporation ~~the~~(“Parent”), ~~Capital~~and ~~Market~~Purchaser. Pursuant ~~Unless~~to the ~~Company~~Merger ~~requests~~Agreement, anPurchaser ~~appeal~~acquired all of ~~NASDAQ’s~~the ~~determination,~~outstanding ~~trading~~shares of the Company’s ~~common~~for ~~stock~~$0.50 ~~will~~per beshare ~~suspended~~in atcash. Prior to the ~~opening~~effective time of ~~business~~the onmerger, ~~November~~MAI 2Holdings, ~~2012,~~Inc. and aMAI ~~Form~~Merger ~~25-NSE~~Corp. ~~will~~assigned betheir ~~filed~~rights ~~with the Securities~~ and ~~Exchange~~obligations ~~Commission~~under (the ~~“SEC”),~~Merger ~~which~~Agreement ~~will~~to ~~remove~~AIP/Presstek ~~the~~Holdings ~~Company’s~~LLC ~~securities from listing~~ and ~~registration~~AIP/Presstek onMerger ~~The~~Corp., ~~Nasdaq Stock Market~~respectively.

~~The~~ITEM ~~Company does not intend to request an appeal of NASDAQ’s determination~~3.01 ~~The~~NOTICE ~~Company~~OF ~~currently~~DELISTING ~~has~~OR aFAILURE ~~special~~TO ~~meeting~~SATISFY ofA ~~stockholders~~CONTINUED ~~scheduled~~LISTING ~~for~~RULE ~~10:00~~OR ~~a.m.~~STANDARD; onTRANSFER ~~Wednesday,~~OF ~~October 31, 2012 to approve a proposal to adopt the Agreement and Plan of Merger, dated as of August 22, 2012, among MAI Holdings, Inc~~LISTING., MAI Merger Corp, and the Company (the “Merger”). The Company expects to receive sufficient affirmative votes to approve the Merger, and expects to close the Merger on October 31, 2012, after which the Company expects to withdraw the Company’s securities from listing and registration on The Nasdaq Stock Market.

~~Cautionary~~In ~~Note~~connection ~~Regarding~~with ~~Forward-Looking~~the ~~Statements~~merger described in Item 1.01 above, the trading of the shares of common stock of the Company ceased trading on The Nasdaq Stock Market (“Nasdaq”). On November 1, 2012, Nasdaq filed with the United States Securities and Exchange Commission a Form 25, Notification Of Removal From Listing And/Or Registration. Pursuant to the Form 25, the shares of common stock of the Company should be removed from listing on Nasdaq ten (10) days after November 1, 2012.

~~Certain~~ITEM ~~information contained herein may include "forward-looking statements~~5."01 CHANGES ~~These~~IN ~~forward-looking~~CONTROL ~~statements~~IN relate to the Company's expectations concerning the holding of a special stockholder’s meeting on October 31, 2012, the vote expected to be obtained at the meeting, and the Company’s expectation concerning its discontinuance of registration and listing from The Nasdaq Stock MarketREGISTRANT. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to the Company’s ability to conduct the special meeting of stockholders due to the effects of Hurricane Sandy, significant changes in the actual vote reported at the special meeting and the satisfaction of the conditions to Closing set forth in the Agreement and Plan of Merger. The Company undertakes no obligation to update any forward-looking statements contained in this report.

The information set forth in Item 2.01 is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At the effective time of the merger, all of the directors of the Company, other than Stanley E. Freimuth, ceased to be directors of the Company. The directors of the Company are: Stanley E. Freimuth, John Becker, Eric Baroyan, P.J. Desai and Richard Hoffman.

Officers of the Company are:

Stanley E. Freimuth: Chairman, President and CEO

Arnon Dror: VP, CFO and Treasurer

James R. Van Horn: VP, General Counsel and Secretary

Paul Bamatter: Vice President

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.

At the effective time of the Merger, on the Closing Date, the certificate of incorporation and by-laws of the Company were amended and restated.

Copies of the amended and restated certificate of incorporation and amended and restated by-laws are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

3.1 Amended and Restated Certificate of Incorporation of the Company

3.2 Amended and Restated By-laws of the Company

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. (Registrant)
Date: October 30, 2012	/s/ James R. Van Horn
Date: November 6, 2012	/s/ James R. Van Horn
	James R. Van Horn Vice President, General Counsel and Secretary
	James R. Van Horn Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

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