SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
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))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
[84863104]
(CUSIP NUMBER OF CLASS OF SECURITIES)
--------------------------
With copies to:
<TABLE>
<CAPTION>
<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
</TABLE>
(NAME, ADDRESS AND TELEPHONE NO. OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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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.
<PAGE>
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.
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<PAGE>
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
http://www.vcall.com/NASApp/VCall/EventPage?ID=37760
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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