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)
October 30, 1997
SPLASH TECHNOLOGY HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction of incorporation)
000-21171 77-0418472
(Commission File No.) (IRS Employer Identification Number)
555 Del Ray Avenue
Sunnyvale, California 94086
(Address of Principal Executive Offices)
(408) 328-6300
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition and Disposition of Assets
On October 30, 1997, pursuant to an Agreement and Plan of Reorganization
dated as of October 10, 1997 (the "Merger Agreement"), among Splash Technology
Holdings, Inc. (the "Registrant" or "Splash"), CA Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of the Registrant ("Merger
Sub"), ColorAge Inc, a Massachusetts corporation ("ColorAge"), Merger Sub was
merged with and into ColorAge (the "Merger"), and ColorAge, as the surviving
corporation, became a wholly-owned subsidiary of the Registrant.
The consideration paid by the Registrant in the Merger consisted of an
aggregate of $30 million in a combination of approximately $25.5 million in cash
and approximately $4.5 million in stock. The cash consideration paid at closing
was paid out of Splash's cash on hand.
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.
ColorAge designs, manufactures and markets DocuPress, a line of color
document print servers targeted principally at the emerging market for high-
speed color printing in the office.
Item 5. Other Events
As of October 31, 1997 Christine A. Beheshti, an officer of Splash,
resigned her position as Vice President, Software Engineering. On October 31,
1997, Edward S. Gavrin was appointed as an officer of Splash, with the position
of Vice President, Research and Development.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of ColorAge
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
It is impracticable for the Registrant to provide Pro Forma
financial information assuming a business combination between the
Registrant and ColorAge at 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
2.1 Agreement and Plan of Reorganization dated as of October 10, 1997
among the Registrant, Merger Sub and ColorAge, together with
Exhibits A-E thereto.
99.1 Press Release, dated October 31, 1997, announcing consummation of
the Merger.
SPLASH TECHNOLOGY HOLDINGS, INC.
CURRENT REPORT ON FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Reorganization dated as of October 10,
1997 among the Registrant, Merger Sub and ColorAge, together
with Exhibits A-E.
99.1 Press Release, dated October 31, 1997, announcing consummation
of the Merger.
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: November 12, 1997 By: /s/ Kevin K. Macgillivray
Kevin K. Macgillivray President and
Chief Executive Officer