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 (Date of earliest event reported)
May 30, 1997
SPLASH TECHNOLOGY HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-21171 77-0418472
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(Commission File No.) (IRS Employer Identification Number)
555 Del Ray Avenue
Sunnyvale, California 94086
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(Address of Principal Executive Offices)
(408) 328-6300
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(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition and Disposition of Assets
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On May 20, 1997, pursuant to an Agreement and Plan of Reorganization
dated as of May 1, 1997 (the "Reorganization Agreement") among Splash Technology
Holdings, Inc. (the "Registrant" or "Splash"), SP Acquisition Corporation, a
California corporation and wholly-owned subsidiary of the Registrant ("Merger
Sub"), Quintar Holdings Corporation, and the related Agreement of Merger dated
as of May 20, 1996 (the "Merger Agreement"), Merger Sub was merged with and into
Quintar (the "Merger"), and Quintar, as the surviving corporation, became a
wholly-owned subsidiary of the Registrant. As part of the Merger, Quintar
changed its name to SP-Quintar Corporation. The Merger was effected by the
filing of the Merger Agreement with the California Secretary of State on May 30,
1997.
Splash develops, produces and markets color servers that provide an
integrated link between desktop computers and digital color laser copiers and
enable such copiers to provide high quality, high speed, networked color
printing. These hybrid systems, consisting of color servers and digital color
laser copiers (referred to as connected or multifunction copiers), support
multiple uses including image scanning, image manipulation, printing and
photocopying. Splash's products feature advanced color correction, color
calibration and separations support, ease of use, time-saving workflow
functionality, simulation of many color monitors and printing presses and
automatic correction for certain printing workflow problems.
Quintar designs, manufactures and markets embedded controllers for
desktop color printers, as well as proprietary servers for high-speed,
multifunction monochrome and color printers and copiers.
The consideration paid by the Registrant in the Merger consisted of
aggregate cash payments of approximately $11.5 million paid at closing to
Quintar's stock and warrant holders and contingent earn-out payments of up to
$3.2 million. The cash consideration paid at closing was paid out of Splash's
cash on hand.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Quintar
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It is impracticable for the Registrant to provide financial
statements for the business acquired at this time. Such financial
statements shall be filed as soon as practicable, but not later than
sixty (60) days after the date hereof.
(b) Pro Forma Financial Information
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It is impracticable for the Registrant to provide Pro Forma
financial information assuming a business combination between the
Registrant and Quintar at
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this time. Such Pro Forma financial information shall be filed as soon
as practicable, but not later than sixty (60) days after the date
hereof.
(c) Exhibits
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2.1 Agreement and Plan of Reorganization dated
as of May 1, 1997 among the Registrant,
Merger Sub and Quintar, together with
Exhibits A-E thereto and Schedule 5.9.
99.1 Press Release, dated May 28, 1997, announcing
consummation of the Merger.
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SIGNATURE
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.
SPLASH TECHNOLOGY HOLDINGS, INC.
Dated: May 30, 1997 By: /s/ Kevin K. Macgillivray
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Kevin K. Macgillivray
President and Chief Executive Officer
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SPLASH TECHNOLOGY HOLDINGS, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated as of
May 1, 1997 among the Registrant, Merger Sub and
Quintar, together with Exhibits A-E and Schedule 5.9
thereto.
99.1 Press Release, dated May 28, 1997, announcing
consummation of the Merger.