<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SPLASH TECHNOLOGY HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SPLASH TECHNOLOGY HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 26, 1997
TO THE STOCKHOLDERS OF SPLASH TECHNOLOGY HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Splash
Technology Holdings, Inc., a Delaware corporation (the "Company"), will be
held on Wednesday, February 26, 1997 at 9:00 a.m., local time, at the offices
of the Company at 555 Del Rey Avenue, Sunnyvale, California 94086 for the
following purposes:
1. To elect one Class I director to serve for a three year term expiring
upon the Meeting of Stockholders in 2000 or until his or her successor
is elected.
2. To transact such other business as may properly come before the meeting
and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 10, 1997 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
THE BOARD OF DIRECTORS
Sunnyvale, California
February 3, 1997
IMPORTANT: Whether or not you plan to attend the meeting, you are
requested to complete and promptly return the enclosed proxy in the
envelope provided.
<PAGE>
SPLASH TECHNOLOGY HOLDINGS, INC.
----------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Splash Technology Holdings, Inc. (the "Company") for use at the Annual Meeting
of Stockholders to be held February 26, 1997 at 9:00 a.m., local time, or at
any adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the offices of the Company at 555 Del Rey Avenue, Sunnyvale,
California 94086. The telephone number of the Company's offices is (415) 328-
6300.
These proxy solicitation materials and the Company's Annual Report to
Stockholders for the year ended September 30, 1996, including financial
statements, were mailed on or about February 3, 1997 to all stockholders
entitled to vote at the meeting.
RECORD DATE AND VOTING SECURITIES
Stockholders of record at the close of business on January 10, 1997 (the
"Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 12,044,750 shares of the Company's Common Stock, $0.001 par
value, were issued and outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Stockholders do not have the
right to cumulative voting in the election of directors.
The Company will bear the cost of soliciting proxies. In addition, the
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Solicitation of proxies by mail may be
supplemented by telephone, telegram, facsimile or personal solicitation by
directors, officers or regular employees of the Company. No additional
compensation will be paid to such persons for such services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR,"
"AGAINST," "WITHHELD" or "ABSTAIN" are treated as being present at the meeting
for purposes of establishing a quorum and are also treated as shares entitled
to vote at the Annual Meeting (the "Votes Cast") with respect to such matter.
Although there is no definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that
abstentions should be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of Votes Cast with respect to a proposal (other than the election
of directors). In the absence of controlling precedent to the contrary, the
Company intends to treat abstentions in this manner. Accordingly, abstentions
will have the same effect as a vote against the proposal.
<PAGE>
The Delaware Supreme Court has held that, while broker non-votes should be
counted for purposes of determining the presence or absence of a quorum for
the transaction of business, broker non-votes should not be counted for
purposes of determining the number of Votes Cast with respect to the
particular proposal on which the broker has expressly not voted. The Company
intends to treat broker non-votes in a manner consistent with such holding.
Thus, a broker non-vote will not affect the outcome of the voting on a
proposal.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1998 Annual Meeting must be received by
the Company no later than October 6, 1997 in order that they may be considered
for inclusion in the proxy statement and form of proxy relating to that
meeting.
PROPOSAL ONE:
ELECTION OF DIRECTOR
NOMINEE
The number of directors authorized by the Company's Bylaws is currently
fixed by the Board at five. The Company's Amended and Restated Certificate of
Incorporation provides that the directors shall be divided into three classes,
with the classes serving for staggered, three year terms. Currently there is
one director in Class I, there are two directors in Class II and there are two
directors in Class III.
One Class I director is to be elected at the Annual Meeting. The Class I
director elected at the Annual Meeting will hold office until the Annual
Meeting of Stockholders in 2000 or until his or her successor has been duly
elected and qualified. The term of each Class II director will expire at the
Annual Meeting of Stockholders in 1998. The term of each Class III director
will expire at the Annual Meeting of Stockholders in 1999.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's one nominee named below, who is currently a
director of the Company. In the event that the nominee of the Company becomes
unable or declines to serve as a director at the time of the Annual Meeting,
the proxy holders will vote the proxies for any substitute nominee who is
designated by the current Board of Directors to fill the vacancy. It is not
expected that the nominee listed below will be unable or will decline to serve
as a director.
The name of the one Class I nominee for director and certain information
about him is set forth below. The names of, and certain information about, the
current Class II and Class III directors with unexpired terms are also set
forth below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
NOMINEE FOR CLASS I DIRECTOR
Peter Y. Chung 29 Vice President, Summit Partners, L.P.
CONTINUING CLASS II DIRECTORS
Charles W. Berger 42 Chief Executive Officer, Radius Inc.
Lawrence G. Finch 62 General Partner, Sigma Partners, L.P.
CONTINUING CLASS III DIRECTORS
Kevin K. Macgillivray 37 President, Chief Executive Officer,
Splash Technology Holdings, Inc.
Gregory M. Avis 38 General Partner, Summit Partners, L.P.
</TABLE>
Except as indicated below, each nominee or incumbent director has been
engaged in the principal occupation set forth above during the past five
years. There are no family relationships between any directors or executive
officers of the Company.
2
<PAGE>
Peter Y. Chung has been a director of the Company since its formation in
December 1995. Mr. Chung has served as a Vice President at Summit Partners,
L.P., a venture capital partnership, since January 1997. From August 1994 to
January 1997, Mr. Chung served as a Senior Associate at Summit Partners, L.P.
From August 1989 to July 1992, Mr. Chung was employed by Goldman, Sachs & Co.,
an investment banking firm. Mr. Chung received an A.B. in Economics from
Harvard College and an M.B.A. from Stanford University.
Charles W. Berger has been a director of the Company since January 1996. Mr.
Berger has served as Chief Executive Officer and a director of Radius Inc., a
manufacturer of computer video cards and display products, since March 1993
and has been the Chairman of the Board of Directors of Radius Inc. since March
1994. From April 1992 until he joined Radius Inc., Mr. Berger was Senior Vice
President, Worldwide Sales, Operations and Support for Claris Corporation, a
software subsidiary of Apple Computer, Inc., a personal computer manufacturer,
that develops and markets application software. From March 1989 to April 1992,
Mr. Berger held various executive positions at Sun Microsystems, Inc. and its
subsidiaries. Mr. Berger received a B.S. in Business Administration from
Bucknell University and an M.B.A. from Santa Clara University.
Lawrence G. Finch has been a director of Splash since January 1996. Mr.
Finch has served as a General Partner of Sigma Partners, L.P., a venture
capital firm, since January 1989. Mr. Finch is also a director of
International Network Services, a networking services company, and Phoenix
Technologies Ltd., a developer of computer firmware and software.
Kevin K. Macgillivray has served as President, Chief Executive Officer and a
director of the Company since January 1996. From April 1995 until January
1996, Mr. Macgillivray was Vice President and General Manager of the
Publishing Division of Radius Inc., a manufacturer of computer video cards and
display products. From May 1993 to April 1995, Mr. Macgillivray held other
managerial positions within Radius Inc. and SuperMac Technology, Inc., which
merged into Radius Inc. in 1994. From May 1991 to May 1993, Mr. Macgillivray
was Vice President and General Manager of Oce Graphics USA, a computer
peripherals manufacturer. Mr. Macgillivray received a B.S. in Mechanical
Engineering from Stanford University.
Gregory M. Avis has been a director of the Company since its formation in
December 1995. Mr. Avis has served as a General Partner of Summit Partners,
L.P., a venture capital partnership, since 1987 and has served as a Managing
Partner of Summit Partners, L.P. since 1990. Mr. Avis is also a director of
CMG Information Services, Inc., a direct marketing service provider, Digital
Link Corporation, a manufacturer of digital access products for wide area
networks, and Powerwave Technologies, Inc., a designer and manufacturer of
amplifiers. Mr. Avis received a B.A. in Political Economy from Williams
College and an M.B.A. from Harvard Business School.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings from the
Company's incorporation on December 20, 1995 through September 30, 1996
("Fiscal 1996"). During Fiscal 1996, no director attended fewer than 75% of
the meetings of the Board of Directors or the committees upon which such
director served while such director served as a director.
The Board of Directors established an Audit Committee and a Compensation
Committee in connection with the Company's initial public offering in October
1996. The Board of Directors has no nominating committee or any committee
performing similar functions.
The Audit Committee currently consists of Directors Chung and Finch. The
Audit Committee aids management in the establishment and supervision of the
Company's financial controls, evaluates the scope of the annual audit, reviews
audit results, consults with management and the Company's independent auditors
prior to the presentation of financial statements to stockholders and, as
appropriate, initiates inquiries into aspects of the Company's financial
affairs. The Audit Committee has held two meetings since its formation.
3
<PAGE>
The Compensation Committee currently consists of Directors Avis and Berger.
The Compensation Committee makes recommendations to the Board concerning
salaries and incentive compensation for the Company's officers and employees
and administers the Company's 1996 Stock Option Plan and 1996 Employee Stock
Purchase Plan. The Compensation Committee has held two meetings since its
formation.
COMPENSATION OF DIRECTORS
Directors receive no cash remuneration for serving on the Board of
Directors, although directors are reimbursed for all reasonable expenses
incurred by them in attending Board and Committee meetings. Non-employee
directors are eligible to receive stock options under the 1996 Stock Option
Plan.
VOTE REQUIRED
The one nominee receiving the highest number of affirmative votes of the
shares entitled to vote on this matter shall be elected as the Class I
director. Votes withheld from the director will be counted for purposes of
determining the presence or absence of a quorum but are not counted as
affirmative votes. A broker non-vote will be counted for purposes of
determining the presence or absence of a quorum but will have no other legal
effect upon the election of the director.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
NOMINEE SET FORTH HEREIN.
ADDITIONAL INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth a summary of (i) the compensation paid by
Radius Inc., the Company's predecessor business, during the fiscal year ended
September 30, 1995 and (ii) the compensation paid by Radius Inc. for the four
months ended January 31, 1996 and paid by the Company for the eight months
ended September 30, 1996 to the Company's Chief Executive Officer and the
Company's three other most highly compensated executive officers
(collectively, the "Named Executive Officers") for services rendered in all
capacities to Radius Inc. and the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------- ---------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL INCENTIVE OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION AWARDS OPTIONS(2) COMPENSATION(3)
------------------ ---- --------- --------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kevin K. Macgillivray... 1996 $163,077 $184,100 -- -- 48,124 $691
President, Chief 1995 137,711 35,500 -- -- -- --
Executive Officer and
Director
Joan P. Platt(4)........ 1996 68,019 32,875 -- -- 96,659 476
Vice President, Finance 1995 -- -- -- -- -- --
and Administration and
Chief Financial Officer
Timothy D. Kleffman..... 1996 131,538 123,240 -- -- 48,124 696
Vice President, 1995 127,284 36,000 -- -- -- --
Engineering Operations
Christine A. Beheshti... 1996 131,538 65,500 -- -- 48,124 671
Vice President,
Software Engineering 1995 125,000 24,000 -- -- -- --
</TABLE>
4
<PAGE>
- --------
(1) Includes compensation deferred by the employee under the Company's
qualified 401(k) retirement plan.
(2) Consists of options to purchase shares of the Company's Common Stock under
the Company's 1996 Stock Option Plan.
(3) Consists of vested contributions made by the Company under its qualified
401(k) retirement plan.
(4) The Company hired Ms. Platt on March 29, 1996.
OPTION GRANTS AND EXERCISES
The following table sets forth certain information with respect to stock
option grants during Fiscal 1996 to the Named Officers. In accordance with the
rules of the Securities and Exchange Commission, also shown below is the
potential realizable value over the term of the option (the period from the
grant date to the expiration date) based on assumed rates of stock
appreciation from the option exercise price of 5% and 10%, compounded
annually. These amounts are based on certain assumed rates of appreciation and
do not represent the Company's estimate of future stock price. Actual gains,
if any, on stock option exercises will be dependent on the future performance
of the Common Stock.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT
------------------------------------------- ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN OR BASE EXPIRATION ---------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Kevin K. Macgillivrary.. 48,124 5.5% $0.14 2/21/06 $ 4,237 $10,738
Joan P. Platt........... 96,659 11.1 0.29 3/29/06 17,629 44,674
Timothy D. Kleffman..... 48,124 5.5 0.14 2/21/06 4,237 10,738
Christine A. Beheshti... 48,124 5.5 0.14 2/21/06 4,237 10,738
</TABLE>
The following table sets forth information with respect to options exercised
in Fiscal 1996 by the Named Officers and the value of unexercised options at
September 30, 1996.
AGGREGATE OPTION EXERCISES IN FISCAL 1996 AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES SEPTEMBER 30, 1996 SEPTEMBER 30, 1996
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kevin K. Macgillivray... 48,124 $41,387 -- -- $ -- $ --
Joan P. Platt........... 96,659 68,628 -- -- -- --
Timothy D. Kleffman..... 48,124 41,387 -- -- -- --
Christine A. Beheshti... 48,124 41,387 -- -- -- --
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company currently has no employment contract in effect with its Chief
Executive Officer or any other Named Executive Officer.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 1996, the Compensation Committee of the Board of Directors
consisted of Messrs. Avis and Berger. Neither of these individuals were at any
time since the formation of the Company an officer or employee of the Company.
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is the report to the Board of Directors describing
compensation policies and rationales applicable to the Company's executive
officers with respect to compensation paid to such executive officers for
Fiscal 1996. The information contained in the following report shall not be
deemed to be "soliciting material" or to be filed with the Securities and
Exchange Commission, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates it by reference into such filing.
The Compensation Committee of the Board of Directors is responsible for
reviewing and approving the Company's compensation policies and the
compensation paid to executive officers. The Committee is comprised of the
members named above, none of whom is an employee of the Company.
Compensation Philosophy
The general philosophy of the Company's compensation program is to offer
executive officers competitive compensation based both on the Company's
performance and on the individual's contribution and performance. The
Company's compensation policies are intended to motivate, reward and retain
highly qualified executives for long-term strategic management and the
enhancement of stockholder value, to support a performance-oriented
environment that rewards achievement of specific internal Company goals and to
attract and retain executives whose abilities are critical to the long-term
success and competitiveness of the Company.
There are three main components in the Company's executive compensation
program:
. Base Salary
. Incentive Bonus
. Stock Incentives
Base Salary
The salaries of the executive officers, including the Chief Executive
Officer, are determined annually by the Committee with reference to surveys of
salaries paid to executives with similar responsibilities at comparable
companies, generally in the high technology industry. The peer group for each
executive officer is composed of executives whose responsibilities are similar
in scope and content. The Company seeks to set executive compensation levels
that are competitive with the average levels of peer group compensation.
Incentive Bonus
Annual incentive bonuses for executive officers are intended to reflect the
Committee's belief that a significant portion of the annual compensation of
each executive officer should be contingent upon the performance of the
Company, as well as the individual contribution of each officer.
Stock Incentives
The Company utilizes stock options as long term incentives to reward and
retain executive officers. The Committee believes that this practice links
management interests with stockholder interests and motivates executive
officers to make long-term decisions that are in the best interests of the
Company. The Committee also believes that executive officers and other key
employees should own a significant percentage of the Company's stock.
Generally, stock options vest over four years after the grant date and
optionees must be employed by the Company at the time of vesting in order to
exercise the options.
The Committee believes that stock option grants provide an incentive which
focuses the executives' attention on the Company from the perspective of an
owner with an equity stake in the business. Because options are typically
granted with an exercise price equal to the fair market value of the Common
Stock on the date of grant, the Company's stock options are tied to the future
performance of the Company's Common Stock and will provide value to the
recipient only when the price of the Company's stock increases above the
exercise price, that is, only to the extent that stockholders as a whole have
benefitted.
6
<PAGE>
Compensation of the Chief Executive Officer
Kevin K. Macgillivray has been the Company's Chief Executive Officer since
January 1996. Mr. Macgillivray received a bonus of $184,100 for the year ended
September 30, 1996. The bonus was determined in accordance with the practices
described above. In February 1996, Mr. Macgillivray was granted an option to
purchase 48,124 shares of Common Stock at a price of $0.14 per share, which
represented the fair market value of the Common Stock on the date of grant.
THE COMPENSATION COMMITTEE
Gregory M. Avis
Charles W. Berger
7
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the cumulative total stockholder return
for the Company's Common Stock with the Nasdaq U.S. Index and the Hambrecht &
Quist Technology Index (the "Peer Group") for the period commencing October 9,
1996 and ending December 31, 1996. The graph assumes that $100 was invested on
the date of the Company's initial public offering, October 9, 1996, and that
all dividends are reinvested. In accordance with the guidelines of the SEC,
the stockholder return for each entity in the Peer Group has been weighted on
the basis of market capitalization as of each measurement date set forth in
the graph. Historic stock price performance should not be considered
indicative of future stock price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG SPLASH, NASDAQ STOCK MARKET-US AND HAMBRECHT & QUIST TECHNOLOGY
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period NASDAQ STOCK HAMBRECHT & QUIST
(Fiscal Year Covered) SPLASH MARKET-US TECHNOLOGY
- --------------------- ------ ------------ -----------------
<S> <C> <C> <C>
Measurement Pt- 10/09 $100.00 $100.00 $100.00
FYE 10/16 $136.36 $101.05 $100.85
FYE 10/23 $128.41 $ 99.18 $ 98.32
FYE 10/30 $125.00 $ 97.44 $ 95.66
FYE 11/06 $193.18 $100.61 $100.58
FYE 11/13 $220.45 $101.84 $102.56
FYE 11/20 $184.09 $102.18 $103.71
FYE 11/27 $180.68 $103.99 $106.11
FYE 12/04 $197.73 $104.77 $107.99
FYE 12/11 $206.82 $105.75 $109.12
FYE 12/18 $200.00 $103.83 $106.40
FYE 12/24 $195.45 $104.01 $105.21
FYE 12/31 $195.45 $104.29 $104.23
</TABLE>
8
<PAGE>
SECURITY OWNERSHIP
The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of January
10, 1997 by (i) each beneficial owner of more than 5% of the Company's Common
Stock, (ii) each director and each nominee, (iii) each Named Officer and (iv)
all directors and executive officers as a group. Except as otherwise
indicated, each person has sole voting and investment power with respect to
all shares shown as beneficially owned, subject to community property laws
where applicable.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES TOTAL(1)(2)
------------------------------------ --------- -----------
<S> <C> <C>
Summit Partners, L.P.(3)(4)............................... 5,888,749 48.9%
499 Hamilton Avenue, Suite 200
Palo Alto, CA 94301
Gregory M. Avis(3)(4)..................................... 5,888,749 48.9
Peter Y. Chung(3)(4)...................................... -- --
Sigma Partners, L.P.(5)(6)................................ 661,249 5.5
2884 Sand Hill Road, Suite 121
Menlo Park, CA 94025
Lawrence G. Finch(5)(6)................................... 661,249 5.5
Radius Inc.(7)............................................ 1,741,127 14.5
215 Moffett Park Drive
Sunnyvale, CA 94089
Charles W. Berger(7)...................................... 1,741,127 14.5
Kevin K. Macgillivray(8).................................. 282,216 2.3
Joan P. Platt(9).......................................... 116,659 1.0
Timothy D. Kleffman(10)................................... 213,706 1.8
Christine A. Beheshti(11)................................. 165,161 1.4
All directors and executive officers as a group
(8 persons)(3)(5)(7)(12)................................. 9,068,867 74.7
</TABLE>
- --------
* Percentage of shares beneficially owned is less than one percent of total.
(1) Beneficial ownership is determined in accordance with the rules of
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by that
person that are currently exercisable or exercisable within 60 days of
January 10, 1997 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purposes of computing the percentage ownership
of any other person. Except as indicated in the footnotes to this table
and pursuant to applicable community property laws, each stockholder named
in the table has sole voting and investment power with respect to the
shares set forth opposite such stockholder's name.
(2) Percentage of ownership is based on 12,044,750 shares of Common Stock
outstanding on January 10, 1997.
(3) Includes 5,254,812, 224,175 and 409,762 shares of Common Stock held of
record by Summit Ventures IV, L.P., Summit Investors III, L.P. and Summit
Subordinated Debt Fund, L.P., respectively. Summit Partners IV, L.P. is a
General Partner of Summit Ventures IV, L.P. and Summit Partners SD, L.P.
is a General Partner of Summit Subordinated Debt Fund, L.P. Stamps.
Woodsum & Co., IV is a General Partner of Summit Ventures IV, L.P. and
Stamps, Woodsum & Co., III is a General Partners of Summit Subordinated
Debt Fund, L.P. Gregory M. Avis, a director of the Company, is a General
Partner of Stamps, Woodsum & Co., III, Stamps, Woodsum & Co., IV and
Summit Investors III, L.P. See Note (4).
(4) Includes shares described in Note (3) above. Mr. Avis, a director of the
Company, is a general partner of affiliates of Summit Partners, L.P. Mr.
Avis exercises shared investment and voting power with respect to such
shares, but disclaims beneficial ownership of such shares.
9
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(5) Includes 551,792, 100,484 and 8,973 shares of Common Stock held by Sigma
Partners III, L.P., Sigma Associates III, L.P., and Sigma Investors III,
L.P., respectively. Sigma Management III is a General Partner of Sigma
Partners III, L.P., Sigma Associates III, L.P. and Sigma Investors III,
L.P. Mr. Finch, a director of the Company, is General Partner of Sigma
Partners, L.P. and Sigma Management III. See Note (6).
(6) Includes shares described in Note (5) above. Mr. Finch, a director of the
Company, is a general Partner of Sigma Partners, L.P. Mr. Finch exercises
shared investment and voting power with such shares, but disclaims
beneficial ownership of such shares.
(7) Includes 1,741,127 shares beneficially owned by Radius Inc. Mr. Berger, a
director of the Company, is Chairman of the Board of Directors and Chief
Executive Officer of Radius Inc. Mr. Berger exercises shared investment
and voting power with such shares, but disclaims beneficial ownership of
such shares.
(8) Includes 242,216 shares that are subject to a right of repurchase in favor
of the Company which expires ratably through February 2000. Also includes
40,000 shares issuable upon the exercise of an option which vests over
four years; such option may be exercised immediately as to all shares,
provided that the unvested shares shall be subject to a right of
repurchase in favor of the Company.
(9) Includes 96,659 shares that are subject to a right of repurchase in favor
of the Company which expires ratably through March 2000. Also includes
20,000 shares issuable upon the exercise of an option which vests over
four years; such option may be exercised immediately as to all shares,
provided that the unvested shares shall be subject to a right of
repurchase in favor of the Company.
(10) Includes 193,706 shares that are subject to a right of repurchase in
favor of the Company which expires ratably through February 2000. Also
includes 20,000 shares issuable upon the exercise of an option which
vests over four years; such option may be exercised immediately as to all
shares, provided that the unvested shares shall be subject to a right of
repurchase in favor of the Company.
(11) Includes 145,161 shares that are subject to a right of repurchase in
favor of the Company which expires ratably through February 2000. Also
includes 20,000 shares issuable upon the exercise of an option which
vests over four years; such option may be exercised immediately as to all
shares, provided that the unvested shares shall be subject to a right of
repurchase in favor of the Company.
(12) Includes 677,742 shares that are subject to a right of repurchase in
favor of the Company which expires ratably through March 2000. Also
includes 100,000 shares issuable upon the exercise of options which vest
over four years; such options may be exercised immediately as to all
shares, provided that the unvested shares shall be subject to a right of
repurchase in favor of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors and
persons who own more than ten percent of a registered class of the Company's
equity securities to file an initial report of ownership on Form 3 and changes
in ownership on Form 4 or 5 with the Securities and Exchange Commission (the
"SEC") and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent stockholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons, the
Company believes that, with respect to Fiscal 1996, all filing requirements
applicable to its officers, directors and ten percent stockholders were
complied with.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend.
THE BOARD OF DIRECTORS
Sunnyvale, California
February 3, 1997
10
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SPLASH TECHNOLOGY HOLDINGS, INC.
PROXY for Annual Meeting of Stockholders
To Be Held February 26, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of SPLASH TECHNOLOGY HOLDINGS, INC., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated February 3, 1997, and
hereby appoints Kevin K. Macgillivray and Joan P. Platt, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf of the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of SPLASH TECHNOLOGY HOLDINGS, INC. to be held at the offices of
the Company at 555 Del Rey Avenue, Sunnyvale, California 94086 on Wednesday,
February 26, 1997 at 9:00 a.m., local time, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present, on
all matters set forth on the reverse side hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS AND THE
PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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1. Election of Director NOMINEE: Peter Y. Chung
For Withheld
[_] [_]
2. To vote or otherwise represent the shares on any and all other business
which may properly come before the meeting or any adjournment or
adjournments thereof, according to their discretion and in their
discretion.
MARK HERE FOR ADDRESS CHANGE AND [_]
NOTE NEW ADDRESS IN SPACE TO THE LEFT.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.
NOTE: Please sign exactly as name appears on your stock certificate. If the
stock is registered in the names of two or more persons, each should
sign. Executors, administrators, trustees, guardians, attorneys and
corporate officers should insert their titles.
SIGNATURE(S)______________________________________________ DATE____________
