SC TO-C, 2000-08-31
Previous: CAL DIVE INTERNATIONAL INC, 424B3, 2000-08-31


                             WASHINGTON, D.C. 20549


                                   SCHEDULE TO

                                 (RULE 14D-100)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        SPLASH TECHNOLOGY HOLDINGS, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                          ELECTRONICS FOR IMAGING, INC.
                       (NAMES OF FILING PERSONS (OFFEROR))


                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)


                                 With copies to:
<S>                              <C>                                <C>

       James Etheridge                   Rod J. Howard                    Richard Chernicoff
       General Counsel           Brobeck, Phleger & Harrison LLP    Brobeck, Phleger & Harrison LLP
Electronics for Imaging, Inc.         Two Embarcadero Place             550 South Hope Street
      303 Velocity Way                   2200 Geng Road                 Los Angeles, CA  90071
Foster City, California 94404      Palo Alto, California 94303             (213) 489-4060
       (650) 286-8385                    (650) 424-0160




                            CALCULATION OF FILING FEE

     TRANSACTION VALUATION*                            AMOUNT OF FILING FEE**

             N/A(1)                                           $0.00(1)

(1) No filing fee is required pursuant to general instruction D of Schedule TO.

         / /      Check the box if any part of the fee is offset as  provided by
                  Rule 0-11(a)(2) and identify the offsetting fee with which the
                  offsetting  fee was  previously  paid.  Identify  the previous
                  filing  by  registration  statement  number,  or the  Form  of
                  Schedule and the date of its filing.

Amount Previously Paid:  N/A                             Filing Paries:  N/A

Form or Registration No.:  N/A                           Date Filed:  N/A

         /x/      Check the box if the  filing  relates  solely  to  preliminary
                  communications made before the commencement of a tender offer.

         Check the  appropriate  boxes below to designate  any  transactions  to
which the statement relates:

         /x/      third-party tender offer subject to Rule 14d-1.
         / /      issuer tender offer subject to Rule 13e-4.
         / /      going-private transaction subject to Rule 13e-3.
         / /      amendment to Schedule 13D under Rule 13d-2.

         Check the  following box if the filing is a final  amendment  reporting
the results of the tender offer: / /

              Electronics for Imaging to Acquire Splash Technology
   Transaction Creates Technology Powerhouse to Capitalize On Opportunities in
                              Color Imaging Market

         FOSTER  CITY &  SUNNYVALE,  Calif.--Aug.  31,  2000--  Electronics  for
Imaging,  Inc.  (EFI)  (Nasdaq:EFII)  the  world  leader in  enabling  networked
printing solutions,  and Splash Technology  Holdings,  Inc.  (Nasdaq:SPLH) today
announced  that  they had  entered  into a  merger  agreement.  The  transaction
positions EFI as a technology  powerhouse to  capitalize on  substantial  growth
opportunities in emerging color imaging markets.

         EFI will pay Splash stockholders $10.00 per share in cash,  effectively
valuing the transaction at $146 million. The acquisition will be structured as a
tender  offer  to be  commenced  within  ten  business  days  for  any  and  all
outstanding shares of Splash's common stock followed by a merger cashing out any
untendered shares at the same $10.00 per share price. Consummation of the tender
offer is subject to receipt of required regulatory  approvals,  the valid tender
of at least 50%* of the Splash common stock and other conditions.

         "This deal provides substantial technological and financial benefits to
EFI," said Guy Gecht,  Chief  Executive  Officer of EFI.  "Splash has  developed
several high-quality  technologies to advance digital color printing.  Combining
Splash's  and EFI's  high-caliber  teams will allow our company to more  quickly
address new market  opportunities  and to better serve the needs of our partners
on a wider range of projects."

         "We are very excited to be joining forces with EFI to provide  industry
leading technology to the color imaging market," said Kevin Macgillivray,  Chief
Executive Officer of Splash.  "By combining the technological  expertise of both
companies  we  believe  our  ability to move into new  markets is  significantly
enhanced."  He added,  "The combined  companies  will also be able to focus more
effectively  on marketing and sales  efforts,  spurring the demand for color and
reaching new markets."

         "This  acquisition is an important  statement about EFI's future," said
Guy Gecht.  "We are  committed to expanding  our presence in all segments of the
color  market,  and  driving  new  demand  for  color  printing  worldwide.  The
acquisition  of Splash and its  technology  positions  us to  capitalize  on the
potential of these emerging markets."

         Separately,  Splash announced that, due to increased focus on inventory
levels  at one of its key  channel  partners,  as  well as a slip in the  launch
schedule of a new product line,  the expected  sales level for the current third
quarter is in the range of $7-11  million,  and that its revised  revenue growth
outlook for the full 2000 year is expected to be flat.


         A webcast  to discuss  the  transaction  will take place this  morning,
August  31,   2000  at  7:30  am  PST.   The  link  to  access  the  webcast  is

         About Splash Technology

         Splash  Technology  produces  color  servers  that  transform  printing
engines into powerful networked printers. Splash's innovative technology is easy
to use and enables  high-quality,  accurate,  and consistent color printing from
virtually  any desktop  computer  and  application.  Advanced  product  features
include color correction, color calibration,  separations support, variable data
printing, and large format support. Splash ships color servers on both Intel and
PowerPC platforms.

         About Electronics for Imaging

         Electronics for Imaging  (www.efi.com)  is the world leader in enabling
networked  printing  solutions.  EFI  technology  allows  copiers,  printers and
digital  presses  to be  shared  across  work  groups,  the  enterprise  and the
Internet.  The results are greater  productivity,  improved document management,
seamless networking and the assured quality of color and black-and-white images.
The company's OEM partners look to EFI to deliver  products that help grow sales
and reduce costs associated with internal development and support.  Competitive,
feature-rich  solutions,  such as the Fiery(R) and EDOX(TM)  brands of networked
image processors and the eBeam(TM) brand of Web-enabled  whiteboard systems, are
an outgrowth of our  determination to offer OEMs and end users alike the highest
assurance of innovation,  quality,  reliability and support. The company employs
more than 800 people and maintains 22 offices worldwide.

         Note to  Editors:  Splash,  the Splash  logo,  ColorCal,  Global  Color
Printing, IntelliColor,  ColorMatch,  SpotProof,  DiamondPress, and DiamondMerge
are trademarks or registered trademarks of Splash Technology, Inc.

         EFI,  the EFI logo,  Fiery,  the Fiery logo and other terms and product
names as  indicated  in this  release are  registered  trademarks  with the U.S.
Patent and Trademark Office and certain other foreign jurisdictions.

         All other  terms and  product  names may be  trademarks  or  registered
trademarks of their respective owners and are hereby acknowledged.

         * Merger Agreement states "at least a majority."


         Cautionary Statement About Forward Looking Statements

         Statements  contained in this press  release,  which are not historical
facts,  are  forward-looking  statements  subject to risks and  uncertainties as
discussed more fully in the  companies'  filings with the SEC,  including  their
most recent Form 10-K and Form 10-Q. In addition, acquisitions involve risks and
uncertainties  which include,  among others,  the risk that expected growth will
not be  achieved,  the  integration  of the  companies  will  divert  management
attention  and may not be achieved at all,  any  expected  accretion in earnings
will not materialize,  expected  synergies may not be realized and employees may
choose not to continue with the combined company.

         Safe Harbor Statement under the Private  Securities  Litigation  Reform
Act of 1995:

         Statements in this press  release  concerning  the enhanced  ability to
move into new markets,  the more effective  focus on marketing and sales efforts
intended to spur demand for color and reach new markets,  and Splash's projected
third quarter sales and year 2000 sales growth rate  constitute  forward looking
statements.  Splash's actual third quarter and year 2000 results may differ from
those  contained  within  the  forward-looking  statements.  The  following  are
important  factors that could cause  actual  results to differ  materially  from
those  in these  forward-looking  statements:  dependence  on the  color  copier
industry  and market  growth  rates,  reliance on sales to OEM and  distribution
partners,  the ability of the company to  continue to  successfully  develop and
market new products and product  enhancements for targeted  markets,  the highly
competitive  nature and rapid  technological  change that characterize the color
imaging industry,  and the introduction of competing products or technologies by
other  companies.  Neither  Splash nor  Electronics  for Imaging  undertakes any
obligation to publicly release any revision to any forward-looking statement.

         Notice to Read Tender Offer Documents

         A Tender Offer  Statement  on Schedule TO will be filed by  Electronics
for Imaging and a  Solicitation/Recommendation  Statement on Schedule 14D-9 will
be filed by Splash with the Securities and Exchange Commission. You are urged to
read the tender offer  statement  and any other  relevant  documents to be filed
with  the  Commission.   The  tender  offer  statement  will  contain  important
information  that you should consider  before making any decision  regarding the
tender offer and related transactions.  You may obtain a free copy of the tender
offer statement and other documents filed by EFII and Splash with the Commission
at the  Commission's  web site at  www.sec.gov.  The tender offer  statement and
other  documents to be filed with the  Commission by EFII will be available free
of charge from EFII by  directing a request to EFII,  303 Velocity  Way,  Foster
City,  CA 94494.  In  addition,  the  Solicitation/Recommendation  Statement  on
Schedule 14D-9 and other documents to be filed with the Commission by Splash may
be obtained  free of charge  from  Splash by  directing a request to 555 Del Rey
Avenue, Sunnyvale, CA 94085.


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