<PAGE>
As filed with the Securities and Exchange Commission on July 21, 2000
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 OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NUMBER)
555 DEL REY AVENUE
SUNNYVALE, CALIFORNIA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
---------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
---------------------
KEVIN K. MACGILLIVRAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SPLASH TECHNOLOGY HOLDINGS, INC.
555 DEL REY AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 328-6300
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
COPIES TO:
KURT BERNEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================== ===================== ==================== ====================== ==============
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) PRICE FEE
--------------------------------------------------- --------------------- -------------------- ---------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value................
=================================================== ===================== ==================== ====================== ==============
- Common Stock (par value $0.001 per share)
to be issued pursuant to the
Company's 1996 Employee Stock
Purchase Plan...................... 175,000 $ 6.67 $ 1,167,250.00 $ 308.16
=================================================== ===================== ==================== ====================== ==============
Total 175,000 $ 1,167,250.00 $ 308.16
=================================================== ===================== ==================== ====================== ==============
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
based upon the average of the high and low sale prices of the Company's
Common Stock as reported by the Nasdaq Stock Market on July 19, 2000,
within five (5) business days prior to the date of this registration
statement. The price per share for the Employee Stock Purchase Plan was 85%
of the Market Price.
================================================================================
<PAGE>
PART I: INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
(a) The Registrant's Annual Report on Form 10-K (File No. 000-21171)
for the fiscal year ended December 31, 1999, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Form 10-Q (File No. 000-21171) for the fiscal
quarter ending May 15, 2000, filed pursuant to Section 13(a) of the Exchange
Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-21171) filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which de-registers all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
THE SPLASH TECHNOLOGY HOLDINGS, INC. DOCUMENTS INCORPORATED BY
REFERENCE HEREIN CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SPLASH TECHNOLOGY HOLDINGS, INC.'S ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THE
RISKS IDENTIFIED IN THE RESPECTIVE DOCUMENTS INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of shares of Common Stock offered hereby
will be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California.
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<PAGE>
Certain members of WSGR beneficially own an aggregate of approximately 13,000
shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity 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 of 1933, as amended (the "Securities
Act"). Article 9 of the Company's Restated Certificate of Incorporation and
Article 6.1 of the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the Delaware General Corporation Law.
Persons covered by these indemnification provisions include current and former
directors, officers, employees and other agents of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT
------------------------ -----------------------------------------------------------------------------------
<S> <C>
4.1 Splash Technology Holdings, Inc. 1996 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included
in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in
II-3
<PAGE>
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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
Securities Act and is, therefore, unenforceable. 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 July 19, 2000.
SPLASH TECHNOLOGY HOLDINGS, INC.
By: /s/ Kevin K. Macgillivray
-------------------------
Kevin K. Macgillivray, Director, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin K. Macgillivray and John Ritchie,
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>
DATE SIGNATURE TITLE
------------------------------------- ------------------------------------- -----------------------------------------
<S> <C> <C>
July 19, 2000 /s/ Kevin K. Macgillivray Director, President and Chief Executive
------------------------------------- Officer (Principal Executive Officer)
(Kevin K. Macgillivray)
July 19, 2000 /s/ John Ritchie Chief Financial Officer (Principal
------------------------------------- Financial and Accounting Officer)
(John Ritchie)
July 19, 2000 /s/ Mark Hill Director
-------------------------------------
(Mark Hill)
July 19, 2000 /s/ Gregory M. Avis Director
-------------------------------------
(Gregory M. Avis)
July 19, 2000 /s/ Charles W. Berger Director
-------------------------------------
(Charles W. Berger)
July 19, 2000 /s/ Peter Y. Chung Director
-------------------------------------
(Peter Y. Chung)
July 19, 2000 /s/ Jan Gullett Director
-------------------------------------
(Jan Gullett)
July 19, 2000 By: /s/ Kevin K. Macgillivray Attorney-in-Fact
-------------------------------------
(Kevin K. Macgillivray)
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------------------ ----------------------------------------------------------------------------------- -------------
<S> <C>
4.1 Splash Technology Holdings, Inc. 1996 Employee Stock Purchase Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included
in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
</TABLE>
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