content: <PAGE>
       As filed with the Securities and Exchange Commission on August 9, 2002.
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                                   PRESSTEK, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                                       02-0415170
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)
  
                                 55 Executive Drive
                             Hudson, New Hampshire 03051
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                          2002 Employee Stock Purchase Plan
                              (Full title of the plan)
  
                        ------------------------------------
  
                                  Edward J. Marino
                        Chief Executive Officer and President
                                   Presstek, Inc.
                                 55 Executive Drive
                                  Hudson, NH 03051
                                   (603) 595-7000
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                        ------------------------------------
  
                                      Copy to:
  
                                    John Hession
                                        and
                                   Michael Innes
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                    --------------------------------------------
  
  
  ================================================================================
  <PAGE>
  
                                         -2-
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =================================================================================================
                                                           Proposed      Proposed
                                                            Maximum       Maximum
                                               Amount      Offering      Aggregate     Amount of
  Title of Securities                           to be      Price Per     Offering     Registration
  to be Registered                           Registered      Share         Price         Fee(2)
  ------------------------------------------------------------------------------------------------
  
  <S>                                         <C>          <C>          <C>             <C>
  2002 Employee Stock Purchase Plan           950,000      $3.20(1)     $3,040,000      $279.68
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                      950,000                                   $279.68
  ------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The price of $3.20 per share, which is the average of the high and low
       prices of the common stock of the registrant reported on the Nasdaq
       National Market on August 5, 2002, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used only for those shares without a fixed exercise price.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  <PAGE>
  
                                         -3-
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "COMMISSION") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this registration statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission are
  incorporated by reference in this registration statement:
  
           (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 2001, as filed with the Commission pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
                 amended (the "EXCHANGE ACT"), which contains audited financial
                 statements for the fiscal year ended December 29, 2001;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 30, 2002, as filed with the Commission
                 pursuant to Section 13(a) or 15(d) of the Exchange Act, which
                 contains unaudited financial statements for the fiscal quarter
                 ended March 30, 2002; and
  
           (c)   The description of the Registrant's Common Stock, par value $.01
                 per share, contained in the section entitled "Description of
                 Registrant's Securities to be Registered," contained in the
                 Registrant's registration statement on Form 8-A, filed with the
                 Commission on March 22, 1989, including any amendment or report
                 filed for the purpose of updating the description of the
                 Registrant's Common Stock.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  <PAGE>
                                        -4-
  
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
           Article Ninth of the Registrant's Amended and Restated Certificate of
  Incorporation, as amended, provides that a director of the Registrant shall not
  be personally liable to the Registrant or its stockholders for monetary damages
  for breach of fiduciary duty, except for liability (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under section 174 of the DGCL, or (iv) for any
  transaction from which the director derived any improper personal benefit.
  Article Ninth further provides that if the DGCL is amended to authorize
  corporate action further eliminating or limiting the personal liability of
  directors, then the liability of a director of the Registrant shall be
  eliminated or limited to the fullest extent permitted by the DGCL, as so
  amended.
  
           Article Tenth of the Registrant's Amended and Restated Certificate of
  Incorporation and Article X of the Registrant's By-laws provide that the
  Registrant shall indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or complete action, suit or
  proceeding, whether civil, criminal, administrative or investigative, or by or
  in the right of the Registrant to procure judgment in its favor, by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with such action, suit or proceeding if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the Registrant, in accordance with and to the full extent permitted
  by statute. Expenses incurred in defending a civil or criminal action, suit or
  proceeding may be paid by the Registrant in advance of the final disposition of
  such action, suit or proceeding as authorized by the Board of Directors in the
  specific case upon receipt of an undertaking by or on behalf of the director,
  officer, employee or agent to repay such amount unless it shall ultimately be
  determined that he is entitled to be indemnified by the Registrant.
  
           Article Tenth of the Registrant's Amended and Restated Certificate of
  Incorporation and Article X of the Registrant's By-laws further provide that the
  indemnification provided therein is not deemed exclusive of any other rights to
  which those seeking indemnification may be entitled.
  
           In addition to the indemnification provided by the Registrant's Amended
  and Restated Certificate of Incorporation and By-laws, the Registrant has
  entered into employment agreements with certain of its executive officers which
  provide that the Registrant shall indemnify and hold harmless such person from
  and against any and all costs and liabilities, including without limitation
  reasonable attorneys' fees, arising out of or in connection with being or having
  been an officer or director of the Registrant, except in
  
  <PAGE>
                                        -5-
  
  
  relation to matters as to which such person shall be finally adjudged not to
  have acted in good faith in the reasonable belief that his action or failure to
  act was in the best interest of the Registrant.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  <Table>
  <Caption>
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  <S>            <C>
   4.1           Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed as Exhibit 3 to the Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 29, 1996, filed August 15, 1996, and incorporated herein
                 by reference).
  
   4.2           By-laws of the Registrant (filed as Exhibit 3(b) to the
                 Registrant's Form 10-K for the fiscal year ended
                 December 30, 1995, filed March 29, 1996, and incorporated herein
                 by reference).
  
   4.3           2002 Employee Stock Purchase Plan, filed herewith.
  
   4.4           Specimen certificate for shares of the Registrant's Common Stock,
                 $.01 par value per share, filed herewith.
  
   5.1           Opinion of Testa, Hurwitz & Thibeault, LLP, filed herewith.
  
  23.1           Consent of BDO Seidman, LLP, filed herewith.
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in opinion
                 filed as Exhibit 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
  </Table>
  
  Item 9.  UNDERTAKINGS.
  
           (a)   The undersigned Registrant hereby undertakes:
  
                 (1)   To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this Registration
                       Statement:
  
                       (i)   To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                       (ii)  To reflect in the prospectus any facts or events
                             arising after the effective date of the Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be
  
  <PAGE>
                                        -6-
  
  
                             reflected in the form of prospectus filed with the
                             Commission pursuant to Rule 424(b) if, in the
                             aggregate, the changes in volume and price represent
                             no more than a 20 percent change in the maximum
                             aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             Registration Statement;
  
                       (iii) To include any material information with respect to
                             the plan of distribution not previously disclosed in
                             the Registration Statement or any material change to
                             such information in the Registration Statement;
  
                       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                       do not apply if the information required to be included in
                       a post-effective amendment by those paragraphs is contained
                       in periodic reports filed with or furnished to the
                       Commission by the Registrant pursuant to Section 13 or
                       Section 15(d) of the Securities Exchange Act of 1934 that
                       are incorporated by reference in this Registration
                       Statement.
  
                 (2)   That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new Registration
                       Statement relating to the securities offered therein, and
                       the offering of such securities at that time shall be
                       deemed to be the initial bona fide offering thereof.
  
                 (3)   To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
           (b)   The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (and, where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Securities
                 Exchange Act of 1934) that is incorporated by reference in the
                 Registration Statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.
  
           (c)   Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Securities Act of 1933 and is, therefore,
                 unenforceable. In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 Registrant of expenses incurred or paid by a director, officer or
                 controlling person of the Registrant in the successful defense of
                 any action, suit or proceeding) is asserted by such director,
                 officer or controlling person in connection with the securities
                 being registered, the Registrant will, unless in the opinion of
                 its counsel the matter has been settled by controlling precedent,
                 submit to a court of appropriate jurisdiction the question
                 whether such indemnification by it is against public policy as
                 expressed in the Act and will be governed by the final
                 adjudication of such issue.
  <PAGE>
                                        -7-
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Presstek, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Hudson, State of New Hampshire, on
  this 9th day of August, 2002.
  
                                          PRESSTEK, INC.
  
                                          By: /s/ Edward J. Marino
                                             -------------------------------------
                                             Edward J. Marino
                                             Chief Executive Officer and President
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Presstek, Inc., hereby
  severally constitute and appoint Richard A. Williams and Edward J. Marino, and
  each of them singly, our true and lawful attorneys, with full power to them and
  each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Presstek, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
         SIGNATURE                         TITLE(S)                                  DATE
         ---------                         --------                                  ----
  
  <S>                           <C>                                            <C>
   /s/ Edward J. Marino         Chief Executive Officer, President and         August 9, 2002
  ---------------------------   Director (Principal Executive Officer)
  Edward J. Marino
  
   /s/ Moosa E. Moosa           Vice-President Finance, Chief Financial        August 9, 2002
  ---------------------------   Officer, Treasurer and Secretary (Principal
  Moosa E. Moosa                Financial and Accounting Officer)
  
   /s/ Richard A. Williams      Chairman of the Board and Chief Scientific     August 9, 2002
  ---------------------------   Officer
  Richard A. Williams
  
   /s/ Dr. Lawrence Howard      Director                                       August 9, 2002
  ---------------------------
  Dr. Lawrence Howard
  
   /s/ John W. Dreyer           Director                                       August 9, 2002
  ---------------------------
  John W. Dreyer
  
   /s/ John B. Evans            Director                                       August 9, 2002
  ---------------------------
  John B. Evans
  
   /s/ Michael D. Moffitt       Director                                       August 9, 2002
  ---------------------------
  Michael D. Moffitt
  
   /s/ Daniel S. Ebenstein      Director                                       August 9, 2002
  ---------------------------
  Daniel S. Ebenstein
  
   /s/ Donald C. Waite III      Director                                       August 9, 2002
  ---------------------------
  Donald C. Waite III
  </TABLE>
  <PAGE>
                                        -8-
  
  
                                    EXHIBIT INDEX
  
  <Table>
  <Caption>
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  
  <S>            <C>
   4.1           Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed as Exhibit 3 to the Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 29, 1996, filed August 15, 1996, and incorporated herein
                 by reference).
  
   4.2           By-laws of the Registrant (filed as Exhibit 3(b) to the
                 Registrant's Form 10-K for the fiscal year ended December 30,
                 1995, filed March 29, 1996, and incorporated herein
                 by reference).
  
   4.3           2002 Employee Stock Purchase Plan, filed herewith.
  
   4.4           Specimen certificate for shares of the Registrant's Common Stock,
                 $.01 par value per share, filed herewith.
  
   5.1           Opinion of Testa, Hurwitz & Thibeault, LLP, filed herewith.
  
  23.1           Consent of BDO Seidman, LLP, filed herewith.
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in opinion
                 filed as Exhibit 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
  </Table>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43882ptsv8.txt", "description": "PRESSTEK INC", "secsgml_size_bytes": 23568}]
metadata_filer: {"company-data": {"conformed-name": "PRESSTEK INC /DE/", "cik": "0000846876", "assigned-sic": "3555", "irs-number": "020415170", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97897", "film-number": "02725062"}, "business-address": {"street1": "55 EXECUTIVE DRIVE", "city": "HUDSON", "state": "NH", "zip": "03051-3907", "phone": "6035948585"}, "mail-address": {"street1": "55 EXECUTIVE DRIVE", "city": "HUDSON", "state": "NH", "zip": "03051-3907"}}
text: As filed with the Securities and Exchange Commission on August 9, 2002.
                                                      Registration No. 333-_______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                        ------------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                        ------------------------------------
  
                                   PRESSTEK, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                                       02-0415170
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)
  
                                 55 Executive Drive
                             Hudson, New Hampshire 03051
                 (Address of Principal Executive Offices) (Zip Code)
  
                        ------------------------------------
  
                          2002 Employee Stock Purchase Plan
                              (Full title of the plan)
  
                        ------------------------------------
  
                                  Edward J. Marino
                        Chief Executive Officer and President
                                   Presstek, Inc.
                                 55 Executive Drive
                                  Hudson, NH 03051
                                   (603) 595-7000
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                        ------------------------------------
  
                                      Copy to:
  
                                    John Hession
                                        and
                                   Michael Innes
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
                    --------------------------------------------
  
  ================================================================================
  -2-
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================
                                                           Proposed      Proposed
                                                            Maximum       Maximum
                                               Amount      Offering      Aggregate     Amount of
  Title of Securities                           to be      Price Per     Offering     Registration
  to be Registered                           Registered      Share         Price         Fee(2)
  ------------------------------------------------------------------------------------------------
  2002 Employee Stock Purchase Plan           950,000      $3.20(1)     $3,040,000      $279.68
  Common Stock (Par Value $.01 Per Share)
  
  TOTAL:                                      950,000                                   $279.68
  ------------------------------------------------------------------------------------------------
  (1)  The price of $3.20 per share, which is the average of the high and low
       prices of the common stock of the registrant reported on the Nasdaq
       National Market on August 5, 2002, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) and (h) and has been
       used only for those shares without a fixed exercise price.
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  -3-
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Securities and Exchange Commission (the
  "COMMISSION") and the instructions to Form S-8, such documents are not being
  filed with the Commission either as part of this registration statement or as
  prospectuses or prospectus supplements pursuant to Rule 424.
  
  Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees as specified by Rule 428(b)(1). In accordance with
  the rules and regulations of the Commission and the instructions to Form S-8,
  such documents are not being filed with the Commission either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission are
  incorporated by reference in this registration statement:
  
           (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 2001, as filed with the Commission pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
                 amended (the "EXCHANGE ACT"), which contains audited financial
                 statements for the fiscal year ended December 29, 2001;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 30, 2002, as filed with the Commission
                 pursuant to Section 13(a) or 15(d) of the Exchange Act, which
                 contains unaudited financial statements for the fiscal quarter
                 ended March 30, 2002; and
  
           (c)   The description of the Registrant's Common Stock, par value $.01
                 per share, contained in the section entitled "Description of
                 Registrant's Securities to be Registered," contained in the
                 Registrant's registration statement on Form 8-A, filed with the
                 Commission on March 22, 1989, including any amendment or report
                 filed for the purpose of updating the description of the
                 Registrant's Common Stock.
  
           All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  -4-
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law ("DGCL"), the Registrant has the power to indemnify certain
  persons, including its officers and directors, under stated circumstances and
  subject to certain limitations, for liabilities incurred in connection with
  services performed in good faith for the Registrant or for other organizations
  at the request of the Registrant.
  
           Article Ninth of the Registrant's Amended and Restated Certificate of
  Incorporation, as amended, provides that a director of the Registrant shall not
  be personally liable to the Registrant or its stockholders for monetary damages
  for breach of fiduciary duty, except for liability (i) for any breach of the
  director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under section 174 of the DGCL, or (iv) for any
  transaction from which the director derived any improper personal benefit.
  Article Ninth further provides that if the DGCL is amended to authorize
  corporate action further eliminating or limiting the personal liability of
  directors, then the liability of a director of the Registrant shall be
  eliminated or limited to the fullest extent permitted by the DGCL, as so
  amended.
  
           Article Tenth of the Registrant's Amended and Restated Certificate of
  Incorporation and Article X of the Registrant's By-laws provide that the
  Registrant shall indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or complete action, suit or
  proceeding, whether civil, criminal, administrative or investigative, or by or
  in the right of the Registrant to procure judgment in its favor, by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Registrant, or is or was serving at the request of the Registrant as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with such action, suit or proceeding if he acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the Registrant, in accordance with and to the full extent permitted
  by statute. Expenses incurred in defending a civil or criminal action, suit or
  proceeding may be paid by the Registrant in advance of the final disposition of
  such action, suit or proceeding as authorized by the Board of Directors in the
  specific case upon receipt of an undertaking by or on behalf of the director,
  officer, employee or agent to repay such amount unless it shall ultimately be
  determined that he is entitled to be indemnified by the Registrant.
  
           Article Tenth of the Registrant's Amended and Restated Certificate of
  Incorporation and Article X of the Registrant's By-laws further provide that the
  indemnification provided therein is not deemed exclusive of any other rights to
  which those seeking indemnification may be entitled.
  
           In addition to the indemnification provided by the Registrant's Amended
  and Restated Certificate of Incorporation and By-laws, the Registrant has
  entered into employment agreements with certain of its executive officers which
  provide that the Registrant shall indemnify and hold harmless such person from
  and against any and all costs and liabilities, including without limitation
  reasonable attorneys' fees, arising out of or in connection with being or having
  been an officer or director of the Registrant, except in
  -5-
  
  relation to matters as to which such person shall be finally adjudged not to
  have acted in good faith in the reasonable belief that his action or failure to
  act was in the best interest of the Registrant.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  4.1           Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed as Exhibit 3 to the Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 29, 1996, filed August 15, 1996, and incorporated herein
                 by reference).
  
   4.2           By-laws of the Registrant (filed as Exhibit 3(b) to the
                 Registrant's Form 10-K for the fiscal year ended
                 December 30, 1995, filed March 29, 1996, and incorporated herein
                 by reference).
  
   4.3           2002 Employee Stock Purchase Plan, filed herewith.
  
   4.4           Specimen certificate for shares of the Registrant's Common Stock,
                 $.01 par value per share, filed herewith.
  
   5.1           Opinion of Testa, Hurwitz & Thibeault, LLP, filed herewith.
  
  23.1           Consent of BDO Seidman, LLP, filed herewith.
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in opinion
                 filed as Exhibit 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).
  Item 9.  UNDERTAKINGS.
  
           (a)   The undersigned Registrant hereby undertakes:
  
                 (1)   To file, during any period in which offers or sales are
                       being made, a post-effective amendment to this Registration
                       Statement:
  
                       (i)   To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                       (ii)  To reflect in the prospectus any facts or events
                             arising after the effective date of the Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be
  -6-
  
                             reflected in the form of prospectus filed with the
                             Commission pursuant to Rule 424(b) if, in the
                             aggregate, the changes in volume and price represent
                             no more than a 20 percent change in the maximum
                             aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             Registration Statement;
  
                       (iii) To include any material information with respect to
                             the plan of distribution not previously disclosed in
                             the Registration Statement or any material change to
                             such information in the Registration Statement;
  
                       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                       do not apply if the information required to be included in
                       a post-effective amendment by those paragraphs is contained
                       in periodic reports filed with or furnished to the
                       Commission by the Registrant pursuant to Section 13 or
                       Section 15(d) of the Securities Exchange Act of 1934 that
                       are incorporated by reference in this Registration
                       Statement.
  
                 (2)   That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new Registration
                       Statement relating to the securities offered therein, and
                       the offering of such securities at that time shall be
                       deemed to be the initial bona fide offering thereof.
  
                 (3)   To remove from registration by means of a post-effective
                       amendment any of the securities being registered which
                       remain unsold at the termination of the offering.
  
           (b)   The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (and, where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Securities
                 Exchange Act of 1934) that is incorporated by reference in the
                 Registration Statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.
  
           (c)   Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Securities Act of 1933 and is, therefore,
                 unenforceable. In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 Registrant of expenses incurred or paid by a director, officer or
                 controlling person of the Registrant in the successful defense of
                 any action, suit or proceeding) is asserted by such director,
                 officer or controlling person in connection with the securities
                 being registered, the Registrant will, unless in the opinion of
                 its counsel the matter has been settled by controlling precedent,
                 submit to a court of appropriate jurisdiction the question
                 whether such indemnification by it is against public policy as
                 expressed in the Act and will be governed by the final
                 adjudication of such issue.
  -7-
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant, Presstek, Inc., certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Hudson, State of New Hampshire, on
  this 9th day of August, 2002.
  
                                          PRESSTEK, INC.
  
                                          By: /s/ Edward J. Marino
                                             -------------------------------------
                                             Edward J. Marino
                                             Chief Executive Officer and President
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Presstek, Inc., hereby
  severally constitute and appoint Richard A. Williams and Edward J. Marino, and
  each of them singly, our true and lawful attorneys, with full power to them and
  each of them singly, to sign for us in our names in the capacities indicated
  below, any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Presstek, Inc., to comply with
  the provisions of the Securities Act of 1933, as amended, hereby ratifying and
  confirming our signatures as they may be signed by our said attorneys, or any of
  them, to said Registration Statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                         TITLE(S)                                  DATE
         ---------                         --------                                  ----
  /s/ Edward J. Marino         Chief Executive Officer, President and         August 9, 2002
  ---------------------------   Director (Principal Executive Officer)
  Edward J. Marino
  
   /s/ Moosa E. Moosa           Vice-President Finance, Chief Financial        August 9, 2002
  ---------------------------   Officer, Treasurer and Secretary (Principal
  Moosa E. Moosa                Financial and Accounting Officer)
  
   /s/ Richard A. Williams      Chairman of the Board and Chief Scientific     August 9, 2002
  ---------------------------   Officer
  Richard A. Williams
  
   /s/ Dr. Lawrence Howard      Director                                       August 9, 2002
  ---------------------------
  Dr. Lawrence Howard
  
   /s/ John W. Dreyer           Director                                       August 9, 2002
  ---------------------------
  John W. Dreyer
  
   /s/ John B. Evans            Director                                       August 9, 2002
  ---------------------------
  John B. Evans
  
   /s/ Michael D. Moffitt       Director                                       August 9, 2002
  ---------------------------
  Michael D. Moffitt
  
   /s/ Daniel S. Ebenstein      Director                                       August 9, 2002
  ---------------------------
  Daniel S. Ebenstein
  
   /s/ Donald C. Waite III      Director                                       August 9, 2002
  ---------------------------
  Donald C. Waite III
  -8-
  
                                    EXHIBIT INDEX
  Exhibit No.    Description of Exhibit
  -----------    ----------------------
  4.1           Amended and Restated Certificate of Incorporation of the
                 Registrant, as amended (filed as Exhibit 3 to the Registrant's
                 Quarterly Report on Form 10-Q for the fiscal quarter ended June
                 29, 1996, filed August 15, 1996, and incorporated herein
                 by reference).
  
   4.2           By-laws of the Registrant (filed as Exhibit 3(b) to the
                 Registrant's Form 10-K for the fiscal year ended December 30,
                 1995, filed March 29, 1996, and incorporated herein
                 by reference).
  
   4.3           2002 Employee Stock Purchase Plan, filed herewith.
  
   4.4           Specimen certificate for shares of the Registrant's Common Stock,
                 $.01 par value per share, filed herewith.
  
   5.1           Opinion of Testa, Hurwitz & Thibeault, LLP, filed herewith.
  
  23.1           Consent of BDO Seidman, LLP, filed herewith.
  
  23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in opinion
                 filed as Exhibit 5.1).
  
  24.1           Power of Attorney (included as part of the signature page to this
                 Registration Statement).