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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE TO
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)
Vancouver Acquisition Corp.
Electronics For Imaging, Inc.
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common stock, $0.001 par value per share
(Title of Class of Securities)
848623104
(CUSIP Number of Class of Securities)
James Etheridge
General Counsel
Electronics For Imaging, Inc.
303 Velocity Way
Foster City, California 94404
(650) 286-8385
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of filing persons)
Copy to:
Richard S. Chernicoff
Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
(213) 489-4060
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$154,124,900 $30,825
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $10.00, the per share tender offer price, by
15,412,490, the sum of the 14,614,038 outstanding shares of common stock,
as of September 11, 2000, sought in the offer and the 798,452 shares of
common stock subject to options that will be vested as of September 11,
2000.
** Calculated as 1/50 of 1% of the transaction value.
/ / Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes 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.
/ / Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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Item 1. Summary Term Sheet.
The information set forth in "Summary Term Sheet" in the Offer to Purchase
is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Splash Technology Holdings, Inc., a
Delaware corporation ("Splash"). The information set forth under "Information
Concerning Splash" in Section 7 of the Offer to Purchase, dated September 14,
2000 (the "Offer to Purchase"), of Vancouver Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Electronics For
Imaging, Inc., a Delaware corporation ("EFI"), a copy of which is attached
hereto as Exhibit (a)(1), is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by
Purchaser to purchase all of the outstanding shares of common stock of Splash
(and the associated stock purchase rights) for $10.00 per share, net to seller,
less any required withholding taxes and without interest, upon the terms and
subject to the conditions of the Offer to Purchase and the related Letter of
Transmittal ("Letter of Transmittal"), copies of which are attached hereto as
Exhibit (a)(2). The information set forth in "Summary of Our Offer,"
"Introduction," and "Price Range of Splash's Common Stock" in the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth in "Price Range of Splash's Common Stock" in
the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
The names of the filing persons are Electronics For Imaging, Inc. and
Vancouver Acquisition Corp. The information set forth under "Information
Concerning Us and EFI" in the Offer to Purchase is incorporated herein by
reference.
Item 4. Terms of the Transaction.
The information set forth under "Summary of Our Offer," "Introduction,"
"Terms of Our Offer; Expiration Date," "Acceptance for Payment and Payment for
Shares," "Procedures for Accepting Our Offer and Tendering Shares," "Withdrawal
Rights," "Material Federal Income Tax Consequences," "Financing of Our Offer,"
"Background of Our Offer," "Contacts with Splash," "Merger Agreement," "Tender
and Voting Agreement," "Exclusivity Agreement," "Confidentiality Agreement,"
"Purpose of Our Offer; Plans for Splash after the Offer and the Merger,"
"Conditions of Our Offer," "Legal Matters and Regulatory Approvals," and
"Miscellaneous" in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth under "Background of Our Offer," "Contacts with
Splash," "Merger Agreement," "The Tender and Voting Agreement," "Exclusivity
Agreement," "Employment Offer Letters" and "Confidentiality Agreement" in the
Offer to Purchase is incorporated by reference herein.
Item 6. Purposes of the Transaction and Plans or Proposals.
The information set forth under "Summary of Our Offer," "Introduction,"
"Terms of Our Offer; Expiration Date," and "Purpose of Our Offer; Plans for
Splash after the Offer and the Merger" in the Offer to Purchase is incorporated
herein by reference.
Item 7. Sources and Amount of Funds or Other Consideration.
The information set forth under "Summary of Our Offer," "Introduction," and
"Financing of Our Offer" in the Offer to Purchase is incorporated herein by
reference.
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Item 8. Interests in Securities of the Subject Company.
The information set forth under "Information Concerning Us and EFI" in the
Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Not applicable.
Item 10. Financial Statements of Certain Bidders.
Not applicable.
Item 11. Additional Information.
The information set forth under "Summary of Our Offer," "Introduction,"
"Terms of Our Offer; Expiration Date," "Background of Our Offer; Contacts with
Splash; Merger Agreement; Tender and Voting Agreement; Exclusivity Agreement;
Confidentiality Agreement," "Conditions of Our Offer," and "Legal Matters and
Regulatory Approvals" in the Offer to Purchase is incorporated herein by
reference.
Item 12. Materials to be filed as Exhibits.
(a)(1) Offer to Purchase, dated September 14, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Wall Street
Journal on September 14, 2000.
(a)(8) Joint Press Release issued by EFI and Splash on August 31,
2000.*
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger, dated as of August 30, 2000,
by and among EFI, Purchaser and Splash.
(d)(2) Confidentiality Agreement, dated August 9, 2000, by and
between EFI and Splash.
(d)(3) Exclusivity Agreement, dated August 26, 2000, by and
between EFI and Splash.
(d)(4) Tender and Voting Agreement, dated as of August 30, 2000,
by and among EFI, Purchaser, Splash and Kevin K.
Macgillivray, John Ritchie, Sally Cabbell, David Emmett,
Mark Hill, Peter Y. Chung, Charles W. Berger, Jan L. Gullet
and Harold L. Covert.
(g) None.
(h) None.
* Incorporated by reference from EFI's Schedule TO-C, filed August 31, 2000.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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.
Dated: September 14, 2000 Vancouver Acquisition Corp.
By: /s/ James Etheridge
--------------------------------------
Name: James Etheridge
Title: Vice President, Secretary and
General Counsel
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.
Dated: September 14, 2000 Electronics For Imaging, Inc.
By: /s/ Guy Gecht
--------------------------------------
Name: Guy Gecht
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
(a)(1) Offer to Purchase, dated September 14, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Wall Street Journal on
September 14, 2000.
(a)(8) Joint Press Release issued by EFI and Splash on August 31, 2000.*
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger, dated as of August 30, 2000, by and
among EFI, Purchaser and Splash.
(d)(2) Confidentiality Agreement, dated August 9, 2000, between EFI and
Splash.
(d)(3) Exclusivity Agreement, dated August 26, 2000, by and between EFI and
Splash.
(d)(4) Tender and Voting Agreement, dated as of August 30, 2000, by and
among EFI, Purchaser, Splash and Kevin K. Macgillivray, John Ritchie,
Sally Cabbell, Mark Hill, Peter Y. Chung, Charles W. Berger, Jan L.
Gullet and Harold L. Covert.
(g) None.
(h) None.
* Incorporated by reference from EFI's Schedule TO-C, filed August 31, 2000.
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