UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 29, 2009
Electronics For Imaging, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-18805 | 94-3086355 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
303 Velocity Way
Foster City, California 94404
(Address of Principal Executive Offices)
(650) 357-3500
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On April 29, 2009, Electronics For Imaging, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) announcing its preliminary financial results for the fiscal quarter ended March 31, 2009. This Current Report on Form 8-K/A (Amendment No. 1) (this “Form 8-K/A”) amends the Initial Form 8-K to include additional information under Item 2.02 below regarding the non-GAAP financial measures included in the press release attached as Exhibit 99.1 to, and furnished under Item 2.02 of, the Initial Form 8-K.
| Item 2.02. | Results of Operations and Financial Condition. |
The information included in this Form 8-K/A is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
On April 29, 2009, the Company announced its preliminary financial results for the fiscal quarter ended March 31, 2009 (the “Q1 2009 Earnings Release”). A copy of the Q1 2009 Earnings Release was attached to the Initial Form 8-K as Exhibit 99.1. Additional information regarding the non-GAAP financial measures included in the Q1 2009 Earnings Release follows.
About our Non-GAAP Net Income and Adjustments.To supplement our consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use non-GAAP measures of net income and earnings per diluted share that are GAAP net income and GAAP earnings per diluted share adjusted to exclude certain recurring and non-recurring costs, expenses and gains.
We believe that the presentation of non-GAAP net income and non-GAAP earnings per diluted share provides important supplemental information to management and investors regarding non-cash expenses, significant recurring and nonrecurring items that we believe are important to understanding our financial and business trends relating to our financial condition and results of operations. Non-GAAP net income and non-GAAP earnings per diluted share are among the primary indicators used by management as a basis for planning and forecasting future periods and by management and our board of directors to determine whether our operating performance has met specified targets and thresholds. Management uses non-GAAP net income and non-GAAP earnings per diluted share when evaluating operating performance because it believes that the exclusion of the items described below, for which the amounts and/or timing may vary significantly depending upon the Company’s activities and other factors, facilitates comparability of the Company’s operating performance from period to period. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our business and the valuation of our Company.
We compute non-GAAP net income and non-GAAP earnings per diluted share by adjusting GAAP net income and GAAP earnings per diluted share to remove the impact of recurring amortization of acquisition-related intangibles, stock-based compensation expense, as well as restructuring related and non-recurring charges and gains and the tax effect of these adjustments. Such non-recurring charges and gains include project abandonment costs, asset impairment charges, costs related to our stock option review completed in 2008, certain legal settlements, and our sale of certain real estate assets. Examples of these excluded items are described below:
| • | Amortization of acquisition-related intangibles. Intangible assets acquired to date are being amortized on a straight-line basis. |
| • | Stock-based compensation expense is recognized in accordance with SFAS 123R. |
| • | Non-recurring charges and gains, including: |
| - | Restructuring related charges. We have incurred restructuring charges as we reduce the number and size of our facilities and the size of our workforce. |
| - | Project abandonment costs consist of equipment and non-cancellable purchase orders incurred relating to a planned product that was cancelled. |
| - | Sale of certain real estate assets. On January 29, 2009, we sold a portion of the Foster City, California campus for $137.5 million to Gilead Sciences, Inc. |
| • | Tax effect of these adjustments. |
These non-GAAP measures are not in accordance with or an alternative for GAAP and may be materially different from non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income or earnings per diluted share prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income and non-GAAP earnings per diluted share should not be construed as an inference that these costs are unusual, infrequent or non-recurring.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: July 10, 2009 | ELECTRONICS FOR IMAGING, INC. | |||||
| By: | /s/ John Ritchie | |||||
| Name: | John Ritchie | |||||
| Title: | Chief Financial Officer | |||||