<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SPLASH TECHNOLOGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0418472
---------------------- --------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
555 Del Rey Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
-----------------------
1996 Stock Option Plan
1996 Employee Stock Purchase Plan
(Full Title of the Plans)
----------------------
KEVIN K. MACGILLIVRAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SPLASH TECHNOLOGY HOLDINGS, INC.
555 DEL REY AVENUE
SUNNYVALE, CALIFORNIA 94086
(Name and address of agent for service)
(408) 328-6300
(Telephone number, including area code, of agent for service)
------------------------
Copies to:
DAVID R. KING, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
<TABLE>
<CAPTION>
================================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share
- - 1996 Stock Option Plan 2,550,373 $10.11/(1)/ $25,784,271.03/(1)/ $8,891.19/(1)/
- - 1996 Employee Stock Purchase Plan 175,000 $11.00/(2)/ $ 1,925,000/(2)/ $ 663.80/(2)/
TOTALS 2,725,373 $9,554.99
==================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the shares issuable upon the exercise of stock options
granted or reserved for grant under the 1996 Stock Option Plan has been
estimated pursuant to Rule 457(h) under which Rule the per share price of
options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. The weighted
average exercise price of the 2,550,373 shares subject to outstanding
options and options reserved for grant under the 1996 Stock Option Plan is
$10.11.
(2) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the 175,000 shares reserved for issuance under the
1996 Employee Stock Purchase Plan has been estimated to be $11.00.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
-------------------------------------
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Registrant's Registration Statement on Form S-1 (File No. 333-
09591) (the "Registration Statement"), filed pursuant to the Securities Act of
1933, as amended (the "Securities Act"), including the Final Prospectus dated
October 9, 1996 included therein, relating to the Registrant's initial public
offering of its Common Stock.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-21171) dated
October 7, 1996, filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporations Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has entered into agreements
with its officers, directors and certain key employees implementing such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
--------
Exhibit
Number
--------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, as to the legality of
securities being registered.
10.2* 1996 Stock Option Plan.
10.3* 1996 Employee Stock Purchase Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
_______________________
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-09591), which was declared effective by the Commission on
October 8, 1996.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
II-2
<PAGE>
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Splash Technology Holdings, Inc., a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Sunnyvale, State of California, on October 9, 1996.
SPLASH TECHNOLOGY HOLDINGS, INC.
By: /s/ Kevin K. Macgillivray
-------------------------------------
Kevin K. Macgillivray, Director,
President and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin K. Macgillivray, his attorney-in-
fact, each with the power of substitution, for him in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------- ------------------- ----------
<S> <C> <C>
/s/ Kevin K. Macgillivray
- --------------------------------- Director, President and Chief October 9, 1996
(Kevin K. Macgillivray) Executive Officer (Principal Executive
Officer)
/s/ Joan P. Platt Chief Financial Officer and Vice October 9, 1996
- --------------------------------- President (Principal Financial and
(Joan P. Platt) Accounting Officer)
/s/ Gregory M. Avis Director October 9, 1996
- ---------------------------------
(Gregory M. Avis)
/s/ Charles W. Berger Director October 9, 1996
- ---------------------------------
(Charles W. Berger)
/s/ Peter Y. Chung Director October 9, 1996
- ---------------------------------
(Peter Y. Chung)
/s/ Lawrence G. Finch Director October 9, 1996
- ---------------------------------
(Lawrence G. Finch)
By: /s/ Kevin K. Macgillivray
-----------------------------
Kevin K. Macgillivray
Attorney-in-fact
</TABLE>
II-5
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------- ---------------------------------------- ----------------
5.1 Opinion of Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation
10.2* 1996 Stock Option Plan.
10.3* 1996 Employee Stock Purchase Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich &
Rosati, Professional Corporation
(Contained in Exhibit 5.1)
24.1 Power of Attorney (See page II-4)
______________________________
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-09591), which was declared effective by the Commission on
October 8, 1996.
<PAGE>
EXHIBIT 5.1
-----------
October 9, 1996
Splash Technology Holdings, Inc.
555 Del Rey Avenue
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 9, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,725,373 shares of your Common Stock
reserved for issuance under the Splash Technology Holdings, Inc. 1996 Stock
Option Plan and 175,000 shares of your Common Stock reserved for issuance under
the Splash Technology Holdings, Inc. 1996 Employee Stock Purchase Plan
(collectively, the "Shares") (collectively, the "Plans"). As legal counsel for
Splash Technology Holdings, Inc., we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with the
sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the respective agreement which accompanies each grant
under the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Splash Technology Holdings, Inc. on Form S-8, for the registration of 2,725,373
shares of common stock, of our report dated July 23, 1996, except for Note 12,
the dates for which are July 31, 1996 and September 6, 1996, on our audits of
the consolidated financial statements of Splash Technology Holdings, Inc. as of
September 30, 1994 and 1995, and June 30, 1996 and for the years ended September
30, 1994 and 1995, the four months ended January 31, 1996 and the five months
ended June 30, 1996 appearing in the registration statement on Form S-1 (SEC
Registration No. 333-09591) of Splash Technology Holdings, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
San Jose, California
October 9, 1996
