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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
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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
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* 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 shares of common stock outstanding as
of September 11, 2000 sought in the offer and the 798,452 shares of common
stock subject to options that were vested as of September 11, 2000. The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
** Paid previously in connection with the filing of the Schedule TO on
September 14, 2000.
[_] 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: $30,825
Filing Party: Electronics For Imaging, Inc. and
Vancouver Acquisition Corp.
Form or Registration No.: Schedule TO
Date Filed: September 14, 2000
[_] 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.
[X] Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on September 14,
2000, by Vancouver Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Electronics For Imaging, Inc., a Delaware corporation
("EFI"). The Schedule TO relates to the offer by Purchaser to purchase all
outstanding shares of common stock of Splash Technology Holdings, Inc., a
Delaware corporation ("Splash"), at a purchase price of $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, dated September 14, 2000
(the "Offer to Purchase") and in the related Letter of Transmittal, copies of
which were filed as Exhibit (a)(1) and Exhibit (a)(2) respectively. The
information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby incorporated herein by reference in response to all the items
on this Schedule TO, except as otherwise set forth below. Capitalized terms
used and not defined herein shall have the meanings ascribed to such terms in
the Offer to Purchase or in the Schedule TO. All amendments and supplements
listed below amend and supplement the Offer to Purchase and the Schedule TO.
Items 8 and 11.
Items 8 and 11 of the Schedule TO are hereby amended and supplemented to
include the following information:
On October 24, 2000, EFI and Splash issued a press release announcing that
Purchaser had accepted for purchase and payment an additional 2,220,325 shares,
including 195,278 shares subject to guaranteed deliveries, which were validly
tendered during the subsequent offering period which expired at 5:00 p.m. New
York City time on Monday, October 23, 2000. When combined with the shares
previously accepted, Purchaser beneficially owns approximately 93.2% of issued
and outstanding shares of common stock of Splash.
EFI also announced the subsequent consummation of the merger of Purchaser
with and into Splash, pursuant to the Agreement and Plan of Merger, dated as of
August 30, 2000, as amended, by and among EFI, Splash and Purchaser. At the
effective time of the Merger, each issued and outstanding share of stock of
Splash was converted into the right to receive the same consideration per share
as was paid to stockholders who tendered shares in the offer or, if the holder
of such share exercises appraisal rights, the consideration determined in
accordance with Section 262 of the General Corporation Law of the State of
Delaware. A copy of the joint press release is filed as exhibit (a)(11) hereto
and is hereby incorporated by reference.
Item 12. Materials to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following exhibit:
(a)(11) Joint Press Release issued by EFI and Splash on
October 24, 2000.
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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: October 24, 2000 Vancouver Acquisition Corp.
By: /s/ Guy Gecht
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Name: Guy Gecht
Title: President
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: October 24, 2000 Electronics For Imaging, Inc.
By: /s/ Guy Gecht
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Name: Guy Gecht
Title: Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<S> <C>
(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.**
(a)(9) Joint Press Release issued by EFI and Splash on October 11, 2000.***
(a)(10) Joint Press Release issued by EFI and Splash on October 16, 2000.****
(a)(11) Joint Press Release issued by EFI and Splash on October 24, 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,
David Emmett, Sally Cabbell, Mark Hill, Peter Y. Chung, Charles W.
Berger, Jan L. Gullet and Harold L. Covert.*
(d)(5) Amendment No. 1, dated as of October 19, 2000, to the Agreement and
Plan of Merger, dated as of August 30, 2000, by and among EFI,
Purchaser and Splash.*****
(g) None.
(h) None.
</TABLE>
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* Incorporated by reference from EFI's Schedule TO-T filed with the
Commission on September 14, 2000.
** Incorporated by reference from EFI's Schedule TO-C filed with the
Commission on August 31, 2000.
*** Incorporated by reference from EFI's Amendment No. 1 to its
Schedule TO-T filed with the Commission on October 11, 2000.
**** Incorporated by reference from EFI's Amendment No. 2 to its
Schedule TO-T filed with the Commission on October 16, 2000.
***** Incorporated by reference from EFI's Amendment No. 3 to its
Schedule TO-T filed with the Commission on October 20, 2000.
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