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Ventoux CCM Acquisition Corp (PRST) RSS Feed

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Headquarters 55 Executive Drive Hudson, NH 03051-4903 Phone: (603) 595-7000 Other Information State Of Incorporation - DE Jurisdiction Of Incorporation - USA Company Officers Neil Rossen, CFO Robert W. Hallman, President, CEO SEC Reporting Status - SEC Reporting Company CIK 0000846876 Fiscal Year End 1/1 Estimated Market Cap 160,097,000 as of Apr 1, 2008 Outstanding Shares 36,583,914 as of Jan 28, 2008 Number of Share Holders of Record 2,342 as of Apr 25, 2007 Current Capital Change shs increased by 2 for 1 split Ex-Date: Jul 8, 1997 Record Date: Jun 12, 1997 Pay Date: Jul 7, 1997 Transfer Agent Continental Stock Transfer & Trust Company, 17 Battery Place 8th Floor New York, NY 10004 Presstek is a market-focused company primarily engaged in the design, manufacture, sales and service of high-technology digital imaging solutions to the worldwide graphic arts industry. We are helping to lead the industry’s transformation from analog to digital print production methods. We are a leader in the development of advanced offset printing systems using digital imaging technology and consumables-based solutions designed to economically benefit the user through a more streamlined workflow and environmentally responsible operation. We are also a leading sales and service channel in the commercial, quick and in-plant printing markets offering a wide range of solutions to customers worldwide. Presstek’s business model is a capital equipment and consumables (razor and blade) model. In this model, almost 63% of our revenue is recurring revenue. Our model is designed so that each placement of either a Direct Imaging (DI®) Press or a Computer-to-Plate (CTP) system results in recurring aftermarket revenue for consumables and service. Through our various operations, we: 1. Provide advanced digital offset printing solutions through the development and manufacture of digital laser imaging equipment and advanced technology chemistry-free printing plates, which we call consumables, targeting the growing market for high quality, fast turnaround color printing; 2. Are a leading sales and services company delivering Presstek digital solutions and solutions from other manufacturing partners through our direct sales and service force and through distribution partners worldwide; 3. Manufacture semiconductor solid state laser diodes for Presstek imaging applications and for use by external applications; and distribute printing plates for conventional print applications through original equipment manufacturing (OEM) and private-labeling relationships. Background We are innovators in imaging technology solutions. Our primary market focus is on the commercial print segment within the graphic arts industry. We have served that market by pioneering the advancement of digital offset printing solutions for commercial printing applications. We: 1. Invented on-press Direct Imaging technology; 2. Invented chemistry-free imaging of printing plates; 3. Through our many innovations, have significantly streamlined the print production workflow; 4. Have implemented workflows that transition printing from a skilled craft to a manufacturing process; 5. Continue to innovate with our recent announcement of the Presstek 52DI, a highly-automated landscape format DI press that offers a larger sheet size for higher production environments. Primary Market and Its Changing Requirements Presstek pioneered these digital offset solutions because we recognized that the commercial printing market was shifting to increasingly faster production of smaller order quantities (shorter runs) with a higher use of color. Print providers were not well equipped to meet this changing model. To meet this market change, printers are now adapting digital workflows, which are designed to provide a faster process to finished press sheets with less production steps and manual intervention. Presstek is capitalizing on this transformation and have developed digital offset printing solutions to address the growing demand for high quality, fast turnaround, color printing in commercial applications. Providing Solutions for New Market Requirements We have incorporated our digital imaging technology into two types of applications for offset printing: Direct Imaging on-press applications, which we refer to as DI, and computer-to-plate off-press applications, which we refer to as CTP. Using DI technology, electronic computer files are sent to a specially designed digital offset printing press that incorporates our laser imaging system, unique press design, and high performance printing plates. Our laser imaging systems then image our printing plates directly on the press. This unique approach results in a highly streamlined digital workflow and is designed to allow the user the fastest way to finished press sheets. We have incorporated this same digital imaging technology into CTP applications. Using our CTP technology, electronic computer files are sent to plate-imaging devices, the plates are imaged by our laser imaging systems again using our high performance printing plates and then mounted on a conventional offset printing press. Solutions that Benefit the Target Market Presstek’s digital offset printing solutions are designed to make the printer more profitable and productive by removing steps and cost from the printing process. These systems enable customers to produce high quality, full color offset printing more quickly and safely than chemistry-based conventional methods. Presstek’s digital offset solutions eliminate the chemistry, reduces the time it takes to print, and lowers the total cost of production for commercial printers. Presstek’s digital offset solutions are engineered to help printers address the requirements of today’s market. Providing Migration Path for Adopting Digital Solutions As the graphic arts industry joins other industries, such as the photographic and music industries, in converting from analog to digital, we recognize that not everyone is ready to convert all at once to an all-digital workflow. To better serve those who need to migrate to an all-digital model in stages, we expanded our product offerings beyond our own designed and manufactured digital products. In addition to our digital products, we also market conventional offset printing presses and related products, which were added through the ABDick acquisition that occurred in 2004. And we complement our portfolio of Presstek manufactured products with consumables and equipment that we source from several strategic partnerships: including companies such as Mitsubishi, Agfa, Kodak and Ryobi. As the industry continues to transition to digital, our goal is to be the supplier of choice helping facilitate the journey for commercial printers with high-quality digital solutions. Manufacturing We manufacture the laser-based digital imaging assemblies, complete with software, along with our advanced technology printing plates, for incorporation into our DI presses. Similar digital imaging and plate technologies are used in our CTP systems. At our Presstek facility in Hudson, New Hampshire, we manufacture several models of our advanced printing plates, such as ProFire Digital Media®, PearlDry Plus®, PearlDry® and Applause®, along with the imaging kits that are incorporated into DI presses, as well as the ABDick-branded Digital PlateMaster® system and complete CTP systems, such as the Dimension Excel® series or Vector TX52® platesetters. At our South Hadley, Massachusetts manufacturing facility, we manufacture our aluminum-based printing plates, which are comprised of our chemistry-free plates, such as Anthem Pro® and Freedom® plates. Service and Support Presstek also has an extensive service organization throughout the United States, Canada and Western Europe. In addition to servicing equipment that is manufactured by or for Presstek, our service organization also provides service for equipment manufactured by other companies, including our strategic partners. ABDick On November 5, 2004, the Company, through its wholly-owned subsidiary, ABD International, Inc., which we refer to as ABDick, completed the acquisition of certain assets and assumed certain liabilities of The A.B. Dick Company, which were acquired through a Section 363 sale in the United States Bankruptcy Court. The business we acquired manufactures, markets and services offset printing and CTP systems as well as related supplies for the graphic arts and printing industries. We refer to the acquired business as the ABDick business. Following the acquisition we began integrating the ABDick business into Presstek’s operations. In the third quarter of fiscal 2005, we implemented a new internal management reporting structure in connection with organizational changes related to the integration of the acquired ABDick business into our Presstek business segment. As of December 30, 2006, we have completed the integration. Accordingly, the results of operations and balance sheet information for the former ABDick segment have been combined with those of the former Presstek segment and, commencing with this report on Form 10-K, are now reported together as the Presstek business segment. Any future changes to this organizational structure may result in changes to the business segments currently disclosed. As a result of this acquisition and integration, Presstek is a stronger, more market-driven, customer-focused organization. We acquired a direct sales and service capability in the United States, Canada and the United Kingdom through which we are building more efficient and effective channels to market. Precision On July 30, 2004, we acquired the stock of Precision Lithograining Corp., which we refer to as Precision. With this acquisition, we substantially increased our manufacturing capabilities and obtained the ability to manufacture analog and digital printing plates. On December 28, 2006, the Audit Committee of the Company’s Board of Directors ratified a plan submitted by management to terminate production in South Hadley, Massachusetts of Precision-branded analog plates used in newspaper printing applications (the “analog newspaper business”) effective immediately. Manufacturing operations of analog plates used in newspaper applications had been suspended due to an incident that occurred on Monday, October 30, 2006, at the South Hadley facility that involved a chemical release and the resulting closure of the facility. This decision did not affect the Company’s production of chemistry-free digital printing plates, which occurs at another facility at the South Hadley complex that was not affected by the incident. Accordingly, the results of operations for the years ended December 31, 2005 and January 1, 2005 of the analog newspaper business are classified as discontinued operations. The facility in South Hadley, Massachusetts continues to manufacture Anthem Pro, Freedom and Aurora® chemistry-free digital printing plates. The products manufactured in South Hadley are distributed through Presstek’s distribution network. Through the third quarter of 2006, we reported the financial performance of Precision as a separate reporting segment. We now report the financial performance of Precision as part of the Presstek operations. Presstek, Inc. was incorporated in Delaware in 1987. Our headquarters are located at 55 Executive Drive, Hudson, New Hampshire, 03051. Our general telephone number is 603-595-7000, and our Web site can be found at www.presstek.com . Business Overview Prior to 2005, Presstek had primarily distributed its technology through other graphic arts companies who would then integrate, sell and support it through their market channels. Since 2005, Presstek has been strategically transforming its business, with the goal of providing commercial printers with “end-to-end” solutions; including the development, manufacture, distribution and service of its core products. The achievement of this goal means that Presstek will be able to better provide a more comprehensive digital migration path to address the full range of customer needs. In 2006, Presstek began to realize the benefits of this transformation by introducing its first Presstek-branded DI presses to market. This single minded focus on our customers and core products has resulted in the achievement of record DI press revenue and unit shipments in 2006. Strategic Transformation Activity Acquisition of Customer Base The acquisition of the ABDick business in late 2004 brought with it a sizable ABDick customer base in North America and the UK. This customer base is composed of commercial, quick and in-plant printers; which are Presstek’s primary target market. This is a base that requires conventional equipment, consumables and supplies; and contains ideal prospects to transition to a digital production process. This gives us the opportunity to leverage our Presstek manufactured digital products as well as provide the ABDick-branded products to a longstanding, loyal customer base. Increased Control Over Delivery As a company, in 2005 we took a much greater role in the commercialization and delivery of our solutions to customers. Previously, we had been heavily reliant upon strategic partners for their sales, distribution and service. North America and UK Through our acquisition of the ABDick business, we gained access to an established direct sales and service channel in North America and the UK. Beginning in 2005, we began to offer Presstek manufactured solutions through this channel. For the first time, we were able to sell Direct Imaging presses, along with our CTP equipment and related consumables directly to end-user customers. Europe Prior to the 2004 ABDick acquisition, we had a limited European distribution operation managed out of the U.S., which relied on strategic relationships with independent dealers and sales agents. In 2006, we realigned and expanded our European distribution channel and we established a European base of operations in the London area to support that expansion. In the first quarter of 2006, we announced the opening of Presstek's new European business center west of London. The new facility serves as the central base of European operations and was established to support the anticipated growth and meet the needs of Presstek's expanding customer base across the region. From this facility, we offer customer support and training, as well as a demonstration facility for products. Further progress was made in our pan-European expansion with the opening of a network of Presstek-authorized DI centers to provide sales, service and support for Presstek DI presses. To date, Presstek and select distribution partners have established DI centers in the Czech Republic, Denmark, Germany, Hungary, Italy, Russia and the United Kingdom. In addition, sales and service support are provided in Scandinavia, Benelux, Turkey, Greece, France, Spain, Portugal and Switzerland through Presstek’s network of factory trained sales and service professionals. Rest of World Presstek reaches into Asia Pacific, Africa and Middle Eastern markets through a network of distributors. In 2006, we realigned and expanded our Latin American distribution channel in Mexico, and entered the Brazilian market with one of its premier distributors. According to the industry research organization, Pira International, Brazil is one of the top ten global printing markets. Expanded Product Line Our goal is to support printers in transitioning to a digital workflow by offering quality digital offset solutions for both on- and off-press imaging. In addition, we also market conventional offset printing presses and related products, which were added to our product portfolio through the ABDick acquisition in 2004. We also complement our catalog of Presstek and ABDick branded products with consumables and equipment that we source from several strategic partnerships; including those with Mitsubishi, Kodak, Agfa and Ryobi. In 2004, we also greatly expanded our digital product offering to include new generation DI press and CTP systems. The acquisition of Precision in the third quarter of 2004 enabled us to offer a Presstek-designed and manufactured plate that was intended to run on CTP devices from other manufacturers. This first open-platform chemistry-free printing plate, branded Aurora, was announced in September 2005. July of 2005 marked the commercial release of an entry-level CTP solution, the Vector TX52, specifically designed to meet market demands for lower-cost CTP solutions. In 2006 we brought two Presstek-branded DI presses to market; the Presstek 52DI and Presstek 34DI. This extends Presstek brand awareness and increases the strength of the brand as well as offers us more control over the sales and service process. We delivered these products through our direct sales and service channels in North American and the UK. In addition, we also realigned and expanded our distribution channels in Continental Europe, Mexico and Brazil to deliver the sales and service of the Presstek-branded presses and CTP line of products. The new generation chemistry-free plate for the Dimension Excel series of platesetters, called Anthem Pro, was also made commercially available through this multi-channel distribution strategy. Lasertel Founded in April 2000, our Lasertel subsidiary is a world-class developer and manufacturer of high-quality, high-powered laser diodes for Presstek-branded imaging systems as well as third-party systems. The Lasertel segment provides Presstek with state-of-the-art laser imaging capabilities that differentiate us by bringing innovation to the rapidly evolving graphic arts marketplace. The 2005 purchase of a high capacity molecular beam epitaxy (“MBE”) reactor has enabled Lasertel to improve yields and increase revenue substantially during 2006. Growth in the defense sector has been particularly strong, and the supply agreement signed with Selex Sensors and Airborne Systems in 2005 has continued to be a major source of revenue. During 2006 the performance and reliability of Lasertel products was demonstrated by the use of a Lasertel diode laser on the space shuttle. The laser manufactured by Lasertel is used in a system enabling the crew of the space shuttle and engineers on the ground to determine the health of Discovery’s heat shield. The success of the system led to its use on shuttle missions. The development of products for highly demanding applications such as the space shuttle enables Lasertel to continue to improve on existing products and develop new products designed for use in the laser imaging market. Our Business Segments We operate in two reportable segments: the Presstek segment, and the Lasertel segment. The Presstek segment is primarily engaged in the development, manufacture, sale and servicing of digital imaging systems and printing plate technologies for direct-to-press, or on-press applications, and CTP, or off-press applications for the graphic arts industries, primarily serving the segment of the market that requires high quality, fast turnaround color printing. The Lasertel segment is primarily engaged in the manufacture and development of high-powered laser diodes for sale to the Presstek segment and to external customers. The Presstek Segment The Presstek segment is the core of our operations, serving as the central engine of innovation for research, new product development and manufacturing as well as the center for marketing, sales and service for our digital offset printing solutions. In addition, the Presstek segment serves as the central organization under which our subsidiary functions and the Presstek segment sets the strategic and research direction and priorities for the entire company. The Presstek segment manufactures the imaging systems and related assemblies that are incorporated into DI presses and CTP systems. The imaging systems that are designated for DI presses are shipped to our DI press manufacturing partner with whom we have OEM and exclusive manufacturing agreements. The Presstek 52DI is currently distributed exclusively by Presstek, while the Presstek 34DI is distributed directly and under an OEM agreement by Ryobi. The imaging systems that are designated for CTP units are incorporated into our CTP units, which are manufactured at our Hudson, New Hampshire facility. We manufacture the printing plates that are used on DI presses and chemistry-free CTP units at our Hudson, New Hampshire and South Hadley, Massachusetts facilities. Mitsubishi and Agfa manufacture plates that are imaged on our ABDick Digital PlateMaster, or DPM, series CTP devices. Our products are sold into the market to end-user customers through either our direct sales force or through OEM partners, strategic partners or our dealer channel. By employing this combination of internal and external sales organizations, we are able to deliver higher sales potential for our products worldwide. Presstek’s direct sales force also offers other offset printing solutions provided by marketing partners. We also have an established catalog of supplies and consumables, many of which complement the Presstek segment equipment offerings. The Presstek segment has an equipment line of CTP devices; workflow modules; conventional duplicators and printing presses; post-press bindery and finishing equipment; and other ancillary devices manufactured by third parties. Thus, the Presstek segment products provide the foundation for a comprehensive digital migration path to address the full range of customer needs. Presstek branded equipment is serviced by either our direct service organization or by our dealer channel. Our direct service organization is trained to service Presstek-branded digital products as well as conventional analog equipment manufactured by third parties. Our direct service organization primarily serves customers consisting of commercial printing shops in the graphic arts industry located in North America and the UK. The Lasertel Segment Our Lasertel segment is a world-class developer and manufacturer of high-quality, high-powered laser diodes for Presstek-branded imaging systems as well as third-party systems. The Lasertel segment provides Presstek with state-of-the-art laser imaging capabilities that differentiate us by bringing innovation to the rapidly evolving graphic arts marketplace. In addition, the Lasertel segment provides external customers with a wide range of laser diodes for defense and industrial applications. In December of 2005, Lasertel received ISO 9001:2000 certification. An ISO 9001:2000 certification recognizes the quality of a company’s management system. ISO is a non-governmental federation of the national standard boards of countries from all regions of the world that set the standards and requirements for state-of-the-art products, services, processes, materials and systems, as well as for good conformity assessment, managerial and organizational practice. Information about our business segments and geographic areas is included in Note 17 and information about our major customers is included in Note 18 in the footnotes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K and is incorporated herein by reference. Strategy Our business strategy revolves around employing innovative digital imaging technology to address specific and well-understood opportunities primarily in the graphic arts marketplace, while at the same time supplying the commercial, quick and in-plant printer with a full range of printing solutions. In this way, we can capitalize on the needs of customers who have not yet fully transitioned to a digital model. This strategy reflects several strategic imperatives: 1. Our primary focus is on the growth of our consumables product. Presstek provides digital offset solutions that aid the printer in transitioning from an analog to digital workflow. Our DI press, (on-press) imaging and CTP (off-press) imaging products use our chemistry-free printing plates. We refer to these systems as consumable burning engines, which we call CBEs. With our direct sales force and network of distribution partners we feel we are well positioned to expand our installation base of CBEs. Another step in growing our consumable business is to develop consumables that can be imaged on non-Presstek manufactured devices. The first step in executing this strategy was the launch of Aurora, our open-platform, chemistry-free printing plate, which is designed to be used on specific CTP systems (CBEs) marketed by major third-party manufacturers. 2. We focus on select market segments. Large print providers have been the vanguard in adopting digital technology and have driven the industry’s digital transformation of the commercial printing segment of the graphic arts industry. The commercial and quick print providers and in-plant print operations are currently converting to digital systems and processes. With our innovative digital offset printing solutions and the strength of our direct sales and service force, we believe that we can leverage the depth and breadth of our products, services, supplies, internal skills and strategic partnerships to address these new and emerging market demands among commercial print providers. Three unique types of businesses have demonstrated success with Presstek digital solutions, including: a. Commercial printers that need to adjust their production capacity, level of productivity and output quality while improving profitability have demonstrated success with our digital products. These printers are often acquiring their first four-color press. 2005 research from InfoTrends indicates that there are approximately 24,000 print establishments in the United States that fall within this category. b. Digital printers and copy shops, facilities that operate toner-based digital copier equipment, are acquiring DI presses as complementary devices. They are using DI presses for applications that require run lengths greater than 250 copies. The DI press offers a lower production cost with a higher level of quality and the ability to print on a wider range of substrates. 2005 research from InfoTrends indicates that there are approximately 6,500 print establishments in the United States that fall within this category. c. In-plant print shops that operate within corporations, colleges and universities and government agencies are attracted to the ease-of-use, compact footprint and environmentally responsible nature of our solutions. 2005 research from InfoTrends indicates that there are approximately 10,000 in-plant establishments in the United States. 3. Because we compete on the basis of technology and innovation, we deliver differentiated solutions. We have been technology innovators since our inception, providing digital laser technology that is directly responsible for what is estimated to be over 90% of worldwide DI installations. As we expand and refine our product offerings, we will strive to lead the market with high performance solutions. We also introduced a range of Presstek-branded DI products in the spring 2006 - the Presstek 52DI press and the Presstek 34DI press. This extends Presstek brand awareness and increases the strength of the brand, as well as offers us more control over the sales and service process. The Presstek 52DI is a landscape format 52cm direct imaging press with a maximum sheet size of 20.47” x 14.76”. The 52DI has a maximum image area of 20.07” x 14.17” one of the largest in its class. This press is highly automated and designed to deliver superior economics, faster turnaround times for printed jobs, require lower skilled operators and reduced paper waste. The Presstek 52DI images all four printing plates on press in 4.5 minutes. The press’ design using Zero Transfer Printing technology, results in consistent quality, an exceptionally fast makeready time and reliable handling across a wide range of printed substrates; capabilities that are important to our primary target market. The 52DI has a maximum operating speed of 10,000 full size sheets per hour. The Presstek 34DI, based on the same technology platform as the 52DI, offers a two-page, four-color, 34 cm portrait format digital offset press - which produces 7,000 sheets per hour. The 34DI has a maximum sheet size of 13.39” x 18.11”. Maximum image area on the 34DI is 12.99” x 17.72”. 4. We provide solutions that meet the growth demand for short-run, fast turnaround high-quality color printing. According to market research commissioned by Presstek and conducted by industry consultant Dr. Joseph Webb of Strategies for Management, “Much of the print industry’s decline in shipments volume has been in long-run printed documents. Short-run is actually mainstream. Short-run printing weighs on the capital base that was purchased to produce long-run printing, and until that installed base is replaced, profits are negatively affected.” Dr. Webb concludes, “Presstek has a unique opportunity and position in the reshaping of the printing industry's workflow and production methods. Presstek as a company, and print as a medium, are at a fascinating crossroads of technology, market opportunities, and competition. The company's products allow printers to compress their workflow to eliminate costly steps, leveraging the modern content creator’s capabilities to make better, richer, and more predictable printable files.” 5. We provide environmentally responsible solutions through our application of technology. Our thermally imaged chemistry-free plate technologies are designed to provide both a streamlined workflow and environmentally responsible solution. Besides contributing to a cleaner and safer printing operation, environmental responsibility is sound business practice in that our DI and CTP solutions reduce labor needs, reduces space requirements, eliminates plate-oriented waste disposal, and results in fewer manufacturing process errors. Source: SEC filings News Presstek Expresses Sympathy on Death of Founder and Former Chairman of the Board Richard 'Dick' Williams Monday March 31, 3:03 pm ET HUDSON, N.H., March 31 /PRNewswire-FirstCall/ -- Presstek Inc. (Nasdaq: PRST - News), today extends condolences to the family and friends of Dick Williams, of Plaistow, New Hampshire, who died yesterday after an extended illness at the age of 73. Mr. Williams was one of the original founders of Presstek and served as the company's chief technology officer until his retirement in January 2003. Mr. Williams also held many other positions with the company including Chief Executive Officer and was Chairman of Presstek's Board of Directors from 1998 to 2004. "Dick's contributions to Presstek and the industry are invaluable, he was the technical visionary of Presstek and the father of DI® printing," said Presstek Board Member Dr. Lawrence Howard. "But Dick was also a friend, we worked closely in the early years of Presstek and together on the board. The entire Presstek family will always hold him and his accomplishments in highest regard, we all will miss him." In September 2003 Mr. Williams' achievements were recognized by the industry, when he was awarded the Rochester Institute of Technology Cary Award. The Cary Award is presented to notable individuals who have distinguished themselves in the development or application of digital technology in graphic communications. At that time Frank Romano, Professor Emeritus, Rochester Institute of Technology said, "As I look around our industry and our university, from photography to design to print media, I see the profound changes in graphic communications that have taken place as a result of Mr. Williams' leadership in the field, this is a well-deserved honor." About Presstek Presstek, Inc. is the leading manufacturer and marketer of high tech digital imaging solutions to the graphic arts and laser imaging markets. Presstek's patented DI®, CTP and plate products provide a streamlined workflow in a chemistry-free environment, thereby reducing printing cycle time and lowering production costs. Presstek solutions are designed to make it easier for printers to cost effectively meet increasing customer demand for high-quality, shorter print runs and faster turnaround while providing improved profit margins. Presstek subsidiary, Lasertel, Inc., manufactures semiconductor laser diodes for Presstek's and external customers' applications. For further information visit www.presstek.com, send an e-mail to info@presstek.com or +1 603 595 7000 (North America) or call +44 20 8745 8000 (Europe). DI is a registered trademark of Presstek, Inc. Contacts Trade Relations Investor Relations Betty LaBaugh Kathleen Makrakis Public Relations Manager Director of Investor Relations 603-594-8585 ext. 3441 203-485-7534 ext. 1432 blabaugh@presstek.com kmakrakis@presstek.com Share Price Product Photo King Capital Investment Group http://kingcapital.tripod.com
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