<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2000
SPLASH TECHNOLOGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-21171 77-0418472
----------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
555 Del Rey Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
(408) 328-6300
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
Splash Technology Holdings, Inc., a Delaware corporation (the
"Company") received from Vancouver Acquisition Corp., a Delaware corporation
(the "Purchaser") which is wholly owned by Electronics For Imaging, Inc., a
Delaware corporation ("Parent") an offer (the "Offer") to purchase all
outstanding shares (the "Shares") of common stock, par value $0.001 of the
Company for $10.00 per Share, net to the seller in cash. The Offer is being
made pursuant to an Agreement and Plan of Merger, dated as of August 30, 2000
(the "Agreement"), by and among Parent, Purchaser, and Company. A copy of the
Agreement is filed herewith as Exhibit 1 and incorporated by reference.
In connection with the Agreement and to induce the Parent and
Purchaser to enter into the Agreement, the directors and certain officers of
the Company, concurrently with the execution and delivery of the Agreement,
entered into a Tender and Voting Agreement, dated as August 30, 2000 (the
"Tender and Voting Agreement"), with Parent and Purchaser, pursuant to which
each of the directors and specified officers agreed, among other things, to
tender the Shares held by such persons in the Offer and to grant Parent a
proxy with respect to the voting of such Shares, all upon the terms and
subject to the conditions set forth in the Tender and Voting Agreements. A
copy of the Tender and Voting Agreement is filed herewith as Exhibit 2 and
incorporated by reference.
On August 31, 2000, a class action complaint was filed in the
Superior Court of the State of California, in and for the County of Santa
Clara, by Gerald W. Burr against the Company and certain of its current and
former directors. The complaint alleges that defendants breached their
fiduciary duties to the Company's shareholders in connection with the
negotiation and execution of the Agreement. The complaint seeks declaratory
and injunctive relief, including enjoining the merger contemplated by the
Agreement, rescinding the Agreement and related documents, directing the
individual defendants to obtain a transaction in the best interest of the
Company's shareholders until the process for the sale or auction of the
Company is completed, and costs and attorneys' fees. A copy of the complaint
is filed herewith as Exhibit 3 and incorporated by reference.
Item 7. Exhibits.
1 Agreement and Plan of Merger, dated as of August 30, 2000.
2 Tender and Voting Agreement, dated as August 30, 2000.
3 Complaint of Gerald W. Burr against Splash Technology Holdings,
Inc. and certain of its current and former directors, dated
August 31, 2000.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPLASH TECHNOLOGY HOLDINGS, INC.
(Registrant)
Date: September 21, 2000
By: /s/ John Ritchie
-------------------------------------
John Ritchie, Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1+ Agreement and Plan of Merger, dated as of August 30, 2000.
2+ Tender and Voting Agreement, dated as August 30, 2000.
3* Complaint of Gerald W. Burr against Splash Technology Holdings, Inc.
and certain of its current and former directors, dated August 31, 2000.
</TABLE>
--------------------
+ Filed as an exhibit to the Purchaser's Tender Offer Statement on Schedule
TO, dated September 14, 2000, and incorporated herein by reference.
* Filed as an exhibit to the Company's Schedule 14D-9 on September 14, 2000
and incorporated herein by reference.
