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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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Splash Technology Holdings, Inc.
(Name of Subject Company)
Vancouver Acquisition Corp.
Electronics For Imaging, Inc.
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common stock, $0.001 par value per share
(Title of Class of Securities)
848623104
(CUSIP Number of Class of Securities)
James Etheridge
General Counsel
Electronics For Imaging, Inc.
303 Velocity Way
Foster City, California 94404
(650) 286-8385
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of filing persons)
Copy to:
Richard S. Chernicoff
Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
(213) 489-4060
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$154,124,900 $30,825
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $10.00, the per share tender offer price, by
15,412,490, the sum of the 14,614,038 shares of common stock outstanding as
of September 11, 2000 sought in the offer and the 798,452 shares of common
stock subject to options that were vested as of September 11, 2000. The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
** Paid previously in connection with the filing of the Schedule TO on
September 14, 2000.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $30,825 Filing Party: Electronics For
Imaging, Inc. and Vancouver
Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: September 14, 2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
1
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on September 14,
2000, by Vancouver Acquisition Corp., a Delaware corporation ("Purchaser"), and
a wholly owned subsidiary of Electronics For Imaging, Inc., a Delaware
corporation ("EFI"). The Schedule TO relates to the offer by Purchaser to
purchase all outstanding shares of common stock of Splash Technology Holdings,
Inc., a Delaware corporation ("Splash"), at a purchase price of $10.00 per
share, net to seller, less any required withholding taxes and without interest,
upon the terms and subject to the conditions of the Offer to Purchase, dated
September 14, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which were filed as Exhibit (a)(1) and Exhibit (a)(2)
respectively. The information in the Offer to Purchase, including all schedules
and annexes thereto, is hereby incorporated herein by reference in response to
all the items on this Schedule TO, except as otherwise set forth below.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase or in the Schedule TO. All amendments
and supplements listed below amend and supplement the Offer to Purchase and the
Schedule TO.
Items 1, 4 and 11.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented to
include the following information:
On October 19, 2000, EFI, Splash and Purchaser executed and delivered
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 30,
2000, by and among EFI, Splash and Purchaser. A copy of Amendment No. 1 to the
Agreement and Plan of Merger is filed as exhibit (d)(5) hereto and is hereby
incorporated by reference.
Item 12. Materials to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following exhibit:
(d)(5) 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 EFI,
Purchaser and Splash.
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 20, 2000 Vancouver Acquisition Corp.
By: /s/ Guy Gecht
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Name: Guy Gecht
Title: President
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 20, 2000 Electronics For Imaging, Inc.
By: /s/ Fred Rosenzweig
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Name: Fred Rosenzweig
Title: President and Chief Operating
Officer
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated September 14, 2000.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in The Wall Street Journal on September 14, 2000.*
(a)(8) Joint Press Release issued by EFI and Splash on August 31, 2000.**
(a)(9) Joint Press Release issued by EFI and Splash on October 11, 2000.***
(a)(10) Joint Press Release issued by EFI and Splash on October 16, 2000.****
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger, dated as of August 30, 2000, by and among EFI, Purchaser and Splash.*
(d)(2) Confidentiality Agreement, dated August 9, 2000, by and between EFI and Splash.*
(d)(3) Exclusivity Agreement, dated August 26, 2000, by and between EFI and Splash.*
(d)(4) Tender and Voting Agreement, dated as of August 30, 2000, by and among EFI, 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.*
(d)(5) 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 EFI, Purchaser and Splash.
(g) None.
(h) None.
* Incorporated by reference from EFI's Schedule TO-T filed with the
Commission on September 14, 2000.
** Incorporated by reference from EFI's Schedule TO-C filed with the
Commission on August 31, 2000.
*** Incorporated by reference from EFI's Amendment No. 1 to its Schedule TO-T
filed with the Commission on October 11, 2000.
**** Incorporated by reference from EFI's Amendment No. 2 to its Schedule TO-T
filed with the Commission on October 16, 2000.