UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 2000
Electronics for Imaging, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 0-18805 94-3086355
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
303 Velocity Way, Foster City, California 94404
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 357-3500
Item 2. Acquisition or Disposition of Assets.
On October 23, 2000, Vancouver Acquisition Corp., a wholly owned
subsidiary of Registrant (the "Purchaser"), completed its cash tender
offer for all of the outstanding shares of common stock of Splash
Technology Holdings, Inc. ("Splash"). Splash produces color servers
that transform printing engines into networked printers.
The Purchaser accepted 13,804,129 shares tendered for payment at $10.00
per share for a total purchase price of $138,041,290. The acceptance of
these shares resulted in the Purchaser acquiring approximately 94% of
the outstanding common stock of Splash. On October 23, 2000, the
Purchaser was merged with and into Splash and all untendered shares of
Splash were converted into the right to receive U.S. $10.00 in cash;
Splash was subsequently merged with and into Registrant. Splash will
continue as a division of the Registrant. The purchase price for
Splash's shares was determined pursuant to arms length negotiations
between the parties, and was based on a variety of factors including
the anticipated earnings and cash flows of the Splash businesses. The
Registrant's source of funds for the acquisition was from existing
resources. Prior to the acquisition, there was no material relationship
between the Registrant and Splash.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Pursuant to Item 7(a)(4), the Registrant has not included the requisite
financial statements due to the impracticability of filing such
information at the time the Current Report on 8-K is filed. The
Registrant anticipates that it will file such financial statements
within sixty (60) days of the date on which this Current Report on 8-K
is filed.
(b) Pro Forma Financial Information
Pursuant to Item 7(b)(2), the Registrant has not included the requisite
pro forma financial information due to the impracticability of filing
such information at the time the Current Report on 8-K is filed. The
Registrant anticipates that it will file such pro forma financial
information within sixty (60) days of the date on which this Current
Report on 8-K is filed.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 30, 2000, by and
among Registrant, Purchaser and Splash.*
2.2 Amendment No. 1, dated as of October 19, 2000, to the Agreement
and Plan of Merger, dated as of August 30, 2000, by and among
Registrant, Purchaser and Splash.**
4.1 Tender and Voting Agreement, dated as of August 30, 2000, by and
among Registrant, Purchaser, Splash and Kevin K. Macgillivray,
John Ritchie, David Emmett, Sally Cabbell, Mark Hill, Peter Y.
Chung, Charles W. Berger, Jan L. Gullet and Harold L. Covert.*
* Incorporated by reference from Registrant's Schedule TO-T filed with
the Securities and Exchange Commission (the "Commission") on September
14, 2000.
** Incorporated by reference from Registrant's Amendment No. 3 to Schedule
TO-T filed with the Commission on October 20, 2000.
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.
Electronics for Imaging, Inc.
By /s/ Joseph Cutts
-----------------------------------
Date: October 30, 2000 Name: Joseph Cutts
Title: Chief Financial Officer