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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
SPLASH TECHNOLOGY HOLDINGS, INC.
(Name of Subject Company)
SPLASH TECHNOLOGY HOLDINGS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
848623104
(CUSIP Number of Class of Securities)
KEVIN M. MACGILLIVRAY
CHIEF EXECUTIVE OFFICER
SPLASH TECHNOLOGY HOLDINGS, INC.
555 DEL REY AVENUE
SUNNYVALE, CA 94085
(408) 328-6300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person Filing Statement)
with a copy to:
KURT J. BERNEY, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
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/ / check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2, the second amendment to the Solicitation/
Recommendation Statement on Schedule 14D-9 amends and supplements
the Solicitation/ Recommendation Statement on Schedule 14D-9 originally filed on
September 14, 2000 by Splash Technology Holdings, Inc. (the "Company") relating
to a tender offer by Vancouver Acquisition Corp., a Delaware corporation
("Purchaser"), a wholly owned subsidiary of Electronics For Imaging, Inc.
("EFI"), disclosed in a tender offer statement on Schedule TO dated September
14, 2000 to purchase all outstanding shares of common stock of the Company (the
"Shares") at a price of $10.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 14, 2000 and the related Letter of Transmittal.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
A copy of the joint press release, dated October 15, 2000, issued by
EFI and the Company announcing the closing of the Offer, an extension for the
tendering of additional shares and a proposed settlement of a class action
lawsuit filed on August 31, 2000 after announcement of the Merger is attached
hereto as Exhibit 9 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following
exhibit:
Exhibit 9 Joint Press Release, dated October 15, 2000, issued by the Company and
EFI.
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SIGNATURE
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.
By: /s/ Kevin Macgillivray
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Name: Kevin Macgillivray
Title: Chief Executive Officer
October 15, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
9 Joint Press Release, dated October 15, 2000, issued by the
Company and EFI.
EX. 99.1
For more information:
Joe Cutts JoAnn Horne
Chief Financial Officer Investor Relations
Electronics For Imaging Market Street Partners
650-357-3500 415-248-3790
EFI ANNOUNCES CLOSURE OF TENDER OFFER FOR 91.5% OF SPLASH AND PROPOSED
SETTLEMENT OF MERGER LAWSUIT
EFI EXTENDS TIME FOR ADDITIONAL SHAREHOLDERS TO TENDER SHARES
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