SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 8, 1999
Date of earliest event reported: August 31, 1999
Electronics For Imaging, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-18805 94-3086355
(Commission File No.) (IRS Employer Identification No.)
303 Velocity Way
Foster City, CA 94404
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 357-3500
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Item 2. Acquisition or Disposition of Assets.
On August 31, 1999, Electronics For Imaging, Inc. ("EFI") acquired all
of the outstanding stock of Management Graphics, Inc., a Minnesota corporation
(the "Company"), pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of July 14, 1999 (the "Merger Agreement"), among EFI, the Company, and
a merger subsidiary wholly owned by EFI. Pursuant to the Merger Agreement, the
Company was merged with the wholly owned subsidiary of EFI, with the Company as
the surviving corporation (the "Merger"). As a result of the Merger, the Company
became a wholly owed subsidiary of EFI. In connection with the Merger, EFI
issued a total of approximately 490,325 shares of EFI common stock, or 0.0530 of
a share of EFI common stock for each share of Company common stock, to the
existing stockholders of the Company as consideration for all shares of capital
stock of the Company. In addition, holders of options outstanding at the time of
the Merger to purchase an aggregate of approximately 704,150 shares of Company
common stock will receive, upon exercise of such options, the same fraction of a
share of EFI's common stock. The Merger is intended to qualify as a tax-free
reorganization and to be accounted for as a "pooling of interests." A copy of
the press release announcing the closing of the merger transaction is filed as
Exhibit 99.1 to this Form 8-K.
The Company is a developer of Raster Image Processors (RIPs) that drive
color copiers and wide track inkjet printers.
Item 7. Financial Statements and Exhibits.
a. Financial statements of the Company. Not applicable.
b. Pro forma financial information. Not applicable.
c. Exhibits
2.1 Agreement and Plan of Merger and Reorganization,
dated as of July 14, 1999, among Electronics For
Imaging, Inc., Redwood Acquisition Corp. and
Management Graphics, Inc.
99.1 Press Release dated August 31, 1999.
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.
Dated: September 8, 1999 By: /s/ Eric Saltzman
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Eric Saltzman
Chief Financial Officer and General
Counsel