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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 currently outstanding shares of common
stock sought in the offer and the 798,452 shares of common stock subject to
options that will be 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:
/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. 1 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 page number references are to
pages in the Offer to Purchase, and all amendments and supplements listed below
amend and supplement the Offer to Purchase.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented to include the
following information:
On October 11, 2000, EFI and Splash issued a joint press release announcing
that the waiting period under the pre-merger notification requirements of the
U.S. antitrust laws which were applicable to the offer expired on October 10,
2000. The joint press release is filed as exhibit (a)(9) hereto and is hereby
incorporated by reference.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information:
On October 11, 2000, EFI and Splash issued a joint press release announcing
that the waiting period under the pre-merger notification requirements of the
U.S. antitrust laws which were applicable to the offer expired on October 10,
2000. The joint press release is filed as exhibit (a)(9) 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:
(a)(9) Joint Press Release issued by EFI and Splash on October 11, 2000.
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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 11, 2000 Vancouver Acquisition Corp.
By: /s/ James Etheridge
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Name: James Etheridge
Title: Vice President, Secretary and
General Counsel
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 11, 2000 Electronics For Imaging, Inc.
By: /s/ Guy Gecht
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Name: Guy Gecht
Title: Chief Executive Officer
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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.
(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.*
(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.
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