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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. 3)
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 K. 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
/ / check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 3, the third 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.
Items 3 and 8.
Items 3 and 8 of the Solicitation/Recommendation Statement on Schedule
14D-9 are hereby amended to include the following information:
On October 19, 2000, the Company, EFI and the Purchaser executed
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 30,
2000, by and among the Company, EFI and Purchaser. A copy of Amendment No. 1 to
the Agreement and Plan of Merger is filed as Exhibit 10 hereto and 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 10 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
August 30, 2000, by and among the Company, EFI and Purchaser.
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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 20, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10 Amendment No. 1 to the Agreement and Plan of Merger, dated as
of August 30, 2000, by and among the Company, EFI and Purchaser
