ELECTRONICS FOR IMAGING INC, DEF 14A, 2000-04-05

ELECTRONICS FOR IMAGING INC
DEF 14A, 2000-04-05
COMPUTER COMMUNICATIONS EQUIPMENT

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

ELECTRONICS FOR IMAGING
----------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transactions applies:

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:

<PAGE>

ELECTRONICS FOR IMAGING, INC.
303 Velocity Way
Foster City, California 94404

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 11, 2000

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ELECTRONICS FOR IMAGING, INC., a Delaware corporation (the "Company"), will be
held on May 11, 2000 at 9:00 a.m., Pacific Daylight Time, at the Company's
Corporate headquarters, 303 Velocity Way, Foster City, California 94404 for the
following purposes:

1. To elect seven (7) directors to serve for the ensuing year or
until their successors are duly elected and qualified.

2. To approve the adoption of the Company's 2000 Employee Stock
Purchase Plan pursuant to which the number of shares of Common
Stock authorized for issuance thereunder will be 400,000 shares.

3. To ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants of the Company for the fiscal year ending
December 31, 2000.

4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on March 20, 2000
are entitled to notice of and to vote at the Annual Meeting and at any
adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if he or she
has returned a proxy.

Sincerely,

/s/ Eric Saltzman
-------------------------------
Eric Saltzman
Secretary

Foster City, California
April 5, 2000

- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT

IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

<PAGE>

ELECTRONICS FOR IMAGING, INC.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of ELECTRONICS FOR IMAGING, INC., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders to be held Thursday, May 11, 2000 at 9:00 a.m., Pacific Daylight
Time ("the Annual Meeting"), or at any adjournment or postponement thereof. The
Annual Meeting will be held at the Company's corporate headquarters, 303
Velocity Way, Foster City, California 94404. The Company intends to mail this
proxy statement and accompanying proxy card on or about April 5, 2000.

At the Annual Meeting, the stockholders of the Company will be asked:
(1) to elect seven directors to serve for the ensuing year or until their
successors are duly elected and qualified; (2) to approve the adoption of the
2000 Employee Stock Purchase Plan pursuant to which the number of shares of
Common Stock authorized for issuance thereunder will be 400,000 shares; (3) to
ratify the appointment of PricewaterhouseCoopers LLP as independent accountants
for the year ending December 31, 2000; and (4) to transact such other business
as may properly come before the meeting or any adjournment or postponement
thereof. All proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting will be voted.

Voting Rights and Outstanding Shares

Only stockholders of record at the close of business on March 20, 2000
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of March 20, 2000, the Company had outstanding and entitled to vote
56,007,552 shares of Common Stock. Each holder of record of Common Stock on such
date will be entitled to one vote per each share on all matters to be voted upon
by the stockholders and are not entitled to cumulate votes for the election of
directors.

All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

In the event that sufficient votes in favor of the proposals are not
received by the date of the Annual Meeting, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the outstanding shares present in person or by
proxy at the Annual Meeting.

Solicitation

The cost of preparing, assembling, printing and mailing the Proxy
Statement, the Notice of Annual Meeting and the enclosed proxy, as well as the
cost of soliciting proxies relating to the Annual Meeting will be borne by the
Company. The Company will request banks, brokers, dealers and voting trustees or
other nominees to solicit their customers who are beneficial owners of shares
listed of record in names of nominees, and will reimburse them for the
reasonable out-of-pocket expenses of such solicitations. The original
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by directors, officers and regular employees of the
Company or, at the Company's request Corporate Investor Communications, Inc. No
additional compensation will be paid to directors, officers or other regular
employees of the Company for such services, but Corporate Investor
Communications, Inc. will be paid its customary fee, estimated to be about
$7,500, if it renders solicitation services.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company at the Company's principal executive office,

<PAGE>

303 Velocity Way, Foster City, California 94404, a written notice of revocation
or a duly executed proxy bearing a later date or it may be revoked by attending
the Annual Meeting and voting in person. Attendance at the Annual Meeting will
not, by itself, revoke a proxy.

Stockholder Proposals To Be Presented at Next Annual Meeting

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's annual meeting of
stockholders to be held in the year 2001, pursuant to Rule 14a-8 of the
Securities and Exchange Commission, is December 6, 2000. Unless a stockholder
who wishes to bring a matter before the stockholders at the Company's annual
meeting of stockholders notifies the Company of such matter prior to February
19, 2001, management will have discretionary authority to vote all shares for
which it has proxies in opposition to such matter.

PROPOSAL ONE
ELECTION OF DIRECTORS

Nominees

There are seven nominees for the seven board positions presently
authorized by the Company's bylaws. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for management's seven nominees
named below. Proxies cannot be voted for more Directors than the seven nominees
named. In the event that any management nominee is unable or declines to serve
as a director at the time of the Annual Meeting, the proxies will be voted for
any nominee who shall be designated by the present Board of Directors to fill
the vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will assure the election of as many of the nominees listed below as
possible. Each person nominated for election has agreed to serve, and the
Company is not aware of any nominee who will be unable or will decline to serve
as a director. The term of office for each person elected as a director will
continue until the next Annual Meeting of Stockholders or until his successor
has been elected and qualified, or until such director's earlier death,
resignation or removal.

<PAGE>

<TABLE>
The names of the nominees, each of whom is currently a director of the
Company elected by the stockholders or appointed by the Board, and certain
information about them are set forth below:

<CAPTION>
Name of Nominee and Principle Occupation Age Director Since
- ---------------------------------------- --- --------------
<S> <C> <C>
Gill Cogan ............................................................ 47 1992
General Partner of Weiss, Peck & Greer (investment company) and
General Partner of Weiss, Peck & Greer Venture Partners II, L.P.
(a venture capital firm).

Jean-Louis Gassee ..................................................... 56 1990
Chief Executive Officer, Be Inc. (an internet appliance
software platform company).

Guy Gecht ............................................................. 35 2000
Chief Executive Officer of the Company

James S. Greene ....................................................... 46 2000
President and CEO of perksatwork.com (an enterprise solution
software company)

Dan Maydan ............................................................ 64 1996
President, Applied Materials Inc. (a semiconductor manufacturing
equipment company).

Fred Rosenzweig ....................................................... 44 2000
President and Chief Operating Officer of the Company

Thomas I. Unterberg ................................................... 69 1990
Managing Director, C.E. Unterberg Towbin (an investment banking firm).
</TABLE>

Mr. Cogan has been a managing director of Weiss, Peck & Greer, L.L.C.,
an investment company, since 1992, and has also been a general partner of Weiss,
Peck & Greer Venture Partners, L.P since 1991. From 1986 to 1990, Mr. Cogan was
a partner of Adler & Company, a venture capital group handling
technology-related investments. From 1983 to 1985, he was chairman and chief
executive officer of Formtek, an imaging and data management computer company,
whose products were based upon technology developed at Carnegie-Mellon
University. Mr. Cogan is currently a director of Airgate PCS and several
privately held companies. Mr. Cogan holds a B.S. in Theoretical Physics and an
MBA from the University of California at Los Angeles.

Mr. Gassee is currently chief executive officer of Be Inc., a personal
computer technology company, which he joined in 1990. Mr. Gassee served as the
president of Apple Products, a division of Apple Computer, Inc. ("Apple"), a
manufacturer of personal computers and related software, from August 1988 to
February 1990. From June 1987 to August 1988, Mr. Gassee served as senior vice
president of research and development of Apple, and from June 1985 to June 1987,
he served as vice president of product development. He was also the founding
general manager for Apple Computer France, SARL. Before joining Apple, Mr.
Gassee was president and general manager of the French subsidiary of Exxon
Business Systems. In addition, Mr. Gassee has held several management positions
with Data General Corporation, including general manager for France, area
manager for Latin countries and marketing manager for Europe. He also spent six
years with Hewlett-Packard Company, where he served in several positions,
including sales manager of Europe. Mr. Gassee is a director of Logitech and 3Com
Corporation.

Mr. Gecht was appointed Chief Executive Officer of the Company as of
January 1, 2000. From July 1999 to January 2000, he served as President of the
Company. From January 1999 to July 1999, he was Vice President and General
Manager of Server Products. From October 1995 through January 1999, he served as
Director of Software Engineering. Prior to joining the Company, Mr. Gecht was
Director of Engineering at Interro Systems, a technology company, from 1993 to
1995. From 1991 to 1993, he served as Software Manager of ASP Computer Products,
a networking company and from 1990 to 1991 he served as Manager of Networking
Systems for Apple Israel, a technology company. From 1985 to 1990, he served

<PAGE>

as an officer in the Israeli Defense Forces, managing an engineering development
team, and later was an acting manager of one of the IDF high-tech departments.
Mr. Gecht holds a B.S. in Computer Science and Mathematics from Ben Gurion
University in Israel.

Mr. Greene is President and CEO of perksatwork.com., a privately held
enterprise solution software company, since February 2000. Mr. Greene was with
Andersen Consulting from August 1979 until February 2000. In the last three
years he served as managing partner of Andersen's ".com" business in the
Americas. In addition, he was the managing partner of Andersen's Western Region
business. Mr. Greene received his B.A. in Economics and Mathematics from the
University of California at Davis in 1976 and his M.B.A. from the University of
Santa Clara in 1979. Mr. Greene serves on the Advisory Board of five start-ups
including Achex, OnePage.com, PlanetRX, Billpoint and PurpleTie.com. He is a
frequent contributer to industry publications focusing on ecommerce, epayments
and estrategy.

Dr. Maydan has been President of Applied Materials Inc., a
semiconductor manufacturing equipment company, since January 1994 and a member
of that company's Board of Directors since June 1992. From March 1990 to January
1994, Dr. Maydan served as Applied Material's Executive Vice President, with
responsibility for all product lines and new product development. Before joining
Applied Materials in September 1980, Dr. Maydan spent thirteen years managing
new technology development at Bell Laboratories during which time he pioneered
laser recording of data on thin-metal films and made significant advances in
photolithography and vapor deposition technology for semiconductor
manufacturing. In 1998, Dr. Maydan was elected to the National Academy of
Engineering. He serves on the Board of Directors of Drexler Technology, and
Komatsu Electronics Advisory Board. In addition, he serves on the Board of
Directors of the San Jose Symphony. Dr. Maydan received his B.S. and M.S.
degrees in electrical engineering from Technion, the Israel Institute of
Technology, and his Ph.D. in Physics from Edinburgh University in Scotland.

Mr. Rosenzweig was appointed President of the Company as of January 1,
2000. Since July 1999 he served as Chief Operating Officer. From August 1998 to
July 1999, Mr. Rosenzweig served as Executive Vice President. From January 1995
to August 1998, Mr. Rosenzweig served as Vice President, Manufacturing and
Support. From May 1993 to January 1995, Mr. Rosenzweig served as Director of
Manufacturing. From July 1992 to May 1993, he was a plant general manager at
Tandem Computers Corporation. From October 1989 to July 1992, Mr. Rosenzweig
served as a systems and peripheral test manager at Tandem Computers Corporation.
Mr. Rosenzweig holds a B.S. in Metallurgical Engineering from The Pennsylvania
State University and an M.B.A. from the University of California at Berkeley.

Mr. Unterberg is the co-founder and has served as a managing director
of C.E. Unterberg Towbin, an investment banking firm, since June 1989. He was a
managing director of Shearson Lehman Hutton Inc. from January 1987 to January
1989. Prior to that, he was chairman of the board, chief executive officer and
senior managing director of L.F. Rothschild, Unterberg, Towbin Holdings, Inc.
and was associated with such firm or its predecessors from 1956. Mr. Unterberg
is also a director of AES Corporation, Systems & Computer Technology Corporation
and ECCS, Inc. Mr. Unterberg is a graduate of Princeton University and received
an M.B.A. from the Wharton School, University of Pennsylvania.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.

The Company's Board of Directors recommends a vote "FOR" all seven
nominees listed above.

<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

Meetings of Board of Directors and Committees

The Board of Directors of the Company held a total of four (4) meetings
during 1999. The Board of Directors has an Audit Committee and a Compensation
Committee. Each director attended 75% or more of the aggregate meetings of the
Board of Directors and of the committees thereof, if any, upon which such
director served during 1999.

The Audit Committee consists of Director Cogan and Director Maydan. The
Audit Committee conducted four telephone meetings during 1999. The Audit
Committee approves the engagement of and the services to be performed by the
Company's independent accountants and reviews the Company's accounting
principles and its system of internal accounting controls.

The Compensation Committee consists of Directors Gassee and Unterberg
and undertook its actions by unanimous written consent during 1999. The
Compensation Committee reviews and approves the Company's executive compensation
policy and administers the Company's Stock Plans.

The Board of Directors does not have a nominating committee or any
committee performing similar functions.

In 1999, outside members of the Board of Directors received cash
compensation in the amount of $15,000 per year plus $1,000 per Board of
Directors meeting or $500 per Board of Directors meeting attended by telephone
and $1,000 per Committee meeting, in addition to reimbursement of reasonable
expenses incurred in attending meetings. On March 24, 1999, each outside member
of the Board of Directors was granted an option to purchase 18,000 shares of the
Company's Common Stock. These options are exercisable starting approximately one
year after the grant date, with 25% of the option becoming exercisable on April
20, 2000 and then quarterly thereafter (ratably), with full vesting on April 20,
2003.

PROPOSAL TWO
APPROVAL OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN

Description of the Proposal

On March 14, 2000, the Board adopted the Company's 2000 Employee Stock
Purchase Plan (the "2000 Purchase Plan"). The Company's stockholders are being
asked in this Proposal 2 to approve the 2000 Purchase Plan. If approved, the
2000 Purchase Plan will take effect August 1, 2000. The total number of shares
authorized for issuance under the 2000 Purchase Plan is 400,000 shares.

The affirmative vote of a majority of the shares of the Common Stock
present in person or represented by proxy and entitled to vote at the Annual
Meeting will be required for the approval of Proposal 2. Abstentions will be
counted towards the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Broker non-votes
are counted towards a quorum, but are not counted for any purpose in determining
whether a matter has been approved.

The Company's Board of Directors recommends a vote "FOR" proposal 2.

Description of the 2000 Employee Stock Purchase Plan

The essential features of the 2000 Purchase Plan are summarized below.

Purpose

The purpose of the 2000 Purchase Plan is to provide a means by which
employees of the Company (and any parent or subsidiary of the Company designated
by the Board to participate in the 2000 Purchase Plan) may be given an
opportunity to purchase Common Stock of the Company through payroll deductions,
to assist the Company in retaining the services of its employees, to secure and
retain the services

<PAGE>

of new employees, and to provide incentives for such persons to exert maximum
efforts for the success of the Company. All of the Company's approximately 759
employees are eligible to participate in the 2000 Purchase Plan.

The rights to purchase Common Stock granted under the 2000 Purchase
Plan are intended to qualify as options issued under an "employee stock purchase
plan" as that term is defined in Section 423(b) of the Internal Revenue Code of
1986, as amended (the "Code").

Administration

The Board administers the 2000 Purchase Plan and has the final power to
construe and interpret both the 2000 Purchase Plan and the rights granted under
it. The Board has the power, subject to the provisions of the 2000 Purchase
Plan, to determine when and how rights to purchase Common Stock of the Company
will be granted, the provisions of each offering of such rights (which need not
be identical), and whether employees of any parent or subsidiary of the Company
will be eligible to participate in the 2000 Purchase Plan. The Board also may
impose vesting restrictions, restrictions on transferability or other similar
conditions on shares purchased under the Plan, as it determines to be
appropriate.

The Board has the power to delegate administration of the 2000 Purchase
Plan to a committee composed of not fewer than two members of the Board. The
Board has delegated administration of the 2000 Purchase Plan to the Compensation
Committee of the Board. As used herein with respect to the 2000 Purchase Plan,
the "Board" refers to any committee the Board appoints, as well as to the Board
itself.

Offerings

The 2000 Purchase Plan is implemented by periodic offerings of rights
to all eligible employees from time to time, as determined by the Board. The
maximum period of time for an offering is 27 months. The Board, when
establishing an offering, will determine the specific terms for such offering
within the criteria permitted by the 2000 Purchase Plan, including the length of
the offering and the date or dates on which purchases will occur during the
offering.

The Board also may provide for additional benefits to be extended to
participants outside the scope of Section 423 of the Code, in addition to or in
conjunction with an offering under the 2000 Purchase Plan, in the form of vested
or unvested shares of Common Stock awarded outside of the 2000 Purchase Plan,
cash or other property. The receipt of any such additional benefits, if
provided, may be conditioned on continued employment, the holding of shares
purchased under the 2000 Plan for a specified period or other events determined
by the Board to be appropriate. Any such additional benefits will be fully
taxable to participants under the Code and shall not be eligible for the
favorable treatment available to rights granted under an employee stock purchase
plan provided by Section 423 of the Code (see "Federal Income Tax Information"
below).

Eligibility

The Board has the discretion, from time to time, and within the
parameters specified in the 2000 Purchase Plan, to establish the eligibility
requirements for employees to participate in any offering under the 2000
Purchase Plan, including whether employees of any of the Company's subsidiaries
are eligible and the length of time (if any) an employee must have been employed
by the Company or a participating subsidiary in order to become eligible.
However, the period of employment for eligibility may not exceed two years. In
addition, the Board may exclude employees who customarily work 20 or fewer hours
per week or five or fewer months per year.

No employee is eligible to participate in the 2000 Purchase Plan if,
immediately after the grant of purchase rights, the employee would own, directly
or indirectly, stock possessing 5 percent or more of the total combined voting
power or value of all classes of stock of the Company or of any parent or
subsidiary of the Company (including any stock which such employee may purchase
under all outstanding rights and options). In addition, no employee may accrue
rights to purchase Common Stock under the 2000 Purchase

<PAGE>

Plan at an annual rate that would exceed $25,000 worth of shares of Common Stock
(determined at the fair market value of the shares at the time such rights are
granted) under all employee stock purchase plans of the Company and its
affiliates.

Participation in the Plan

Eligible employees will enroll in the 2000 Purchase Plan by delivering
to the Company, prior to the date selected by the Board as the offering date for
the offering, an agreement authorizing payroll deductions from such employees'
compensation during the offering. The Board for each offering shall define
"compensation" that will be taken into account for such purpose (for example, as
base salary only or as total compensation, including bonuses and commissions,
etc.). The Board also shall designate the maximum amount of such compensation,
not exceeding 10 percent thereof, that a participant may have withheld and
contributed during the offering.

Purchase Price

The purchase price per share at which shares of Common Stock are sold
in an offering under the 2000 Purchase Plan will be established by the Board
prior to the commencement of the offering, but such price shall in no event be
less than the lower of (i) 85 percent of the fair market value of a share of
Common Stock on the date the right to purchase such shares was granted
(generally the first day of the offering) or (ii) 85 percent of the fair market
value of a share of Common Stock on the applicable purchase date.

Payment of Purchase Price; Payroll Deductions

The purchase price of the shares is accumulated by payroll deductions
over the course of an offering. A participant may increase, reduce, or terminate
his or her payroll deductions during an offering to the extent provided by the
Board in the terms of the offering. The Board also may provide the extent to
which eligible employees, including employees who were not yet eligible at the
start of the offering, may commence participating in an offering after the
offering already has begun.

All payroll deductions made for a participant will be credited to his
or her account under the 2000 Purchase Plan and deposited with the general funds
of the Company. A participant may not make additional payments into such
account, unless specifically provided for in the offering terms and only if the
maximum permitted amount has not already been withheld.

Purchase of Stock

On each purchase date under the 2000 Purchase Plan, the balance of
payroll deductions then held by the Company for the account of each participant
will be applied to the purchase of shares of Common Stock for the participant.
In connection with each offering under the 2000 Purchase Plan, the Board may
specify a maximum number of shares of Common Stock an employee may be granted
the right to purchase on each purchase date or during an offering and a maximum
aggregate number of shares of Common Stock that may be purchased by all
participants. If the aggregate number of shares to be purchased upon exercise of
rights granted in the offering would exceed the maximum aggregate number of
shares of Common Stock available, then the Board will make a pro rata allocation
of available shares in a uniform and equitable manner. Unless the employee's
participation is discontinued (see "Withdrawal" below), his or her right to
purchase shares is exercised automatically on each purchase date at the
applicable price.

Withdrawal

A participant may withdraw from a given offering under the 2000
Purchase Plan by terminating his or her payroll deductions and by delivering to
the Company a notice of such withdrawal. The terms of an offering established by
the Board may limit withdrawals to specified periods prior to a purchase date.

Upon any withdrawal from an offering by the employee, the Company will
distribute to the employee his or her accumulated payroll deductions without
interest, less any accumulated deductions previously applied to the purchase of
shares of Common Stock on the employee's behalf during such offering, and

<PAGE>

such employee's interest in the offering will be automatically terminated. The
employee is not entitled to again participate in that offering. However, an
employee's withdrawal from an offering will not have any effect upon such
employee's eligibility to participate in subsequent offerings under the 2000
Purchase Plan.

Termination of Employment

Rights granted pursuant to any offering under the 2000 Purchase Plan
terminate immediately upon cessation of an employee's employment for any reason,
and the Company will distribute to such employee all of his or her accumulated
payroll deductions, without interest.

Restrictions on Transfer

Rights granted under the 2000 Purchase Plan are not transferable and
may be exercised only by the person to whom such rights are granted.

Duration, Amendment and Termination

The Board may suspend or terminate the 2000 Purchase Plan at any time.

The Board may amend the 2000 Purchase Plan at any time. Any amendment
of the 2000 Purchase Plan must be approved by the Company's stockholders within
12 months of its adoption by the Board if the amendment would require
stockholder approval in order for the 2000 Purchase Plan to comply with Section
423 of the Code or Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

Rights granted before amendment or termination of the 2000 Purchase
Plan may not be impaired by any amendment or termination of the 2000 Purchase
Plan without consent of the employee to whom such rights were granted, except as
may be necessary to comply with any applicable law or Section 423 of the Code.

Effect of Certain Corporate Events

In the event of a dissolution, liquidation or specified type of merger
of the Company, the surviving corporation either will assume the rights under
the 2000 Purchase Plan or substitute similar rights, or the purchase date under
any ongoing offering will be accelerated such that the outstanding rights may be
exercised immediately prior to, or concurrent with, any such event.

Stock Subject to 2000 Purchase Plan

Subject to this Proposal 2, an aggregate of 400,000 shares of Common
Stock is reserved for issuance under the 2000 Purchase Plan. If rights granted
under the 2000 Purchase Plan expire, lapse or otherwise terminate without being
exercised, the shares of Common Stock not purchased under such rights again
becomes available for issuance under the 2000 Purchase Plan.

Federal Income Tax Information

Rights granted under the 2000 Purchase Plan are intended to qualify for
favorable federal income tax treatment associated with rights granted under an
employee stock purchase plan which qualifies under provisions of Section 423 of
the Code.

A participant will be taxed on amounts withheld for the purchase of
shares of Common Stock as if such amounts were actually received. Otherwise, no
income will be taxable to a participant until the sale or disposition of the
acquired shares, and the method of taxation will depend upon the holding period
of the acquired shares.

If the stock is sold or otherwise disposed of more than two years after
the granting of the right to purchase the stock (typically, the beginning of the
offering period) and more than one year after the purchase date on which the
stock is sold to the participant, then the lesser of (i) the excess of the fair
market value of the stock at the time of such disposition over the purchase
price or (ii) the excess of the fair market value of the stock as of the time
the right was granted over the purchase price (determined

<PAGE>

as of the time the right was granted) will be treated as ordinary income. Any
further gain or any loss will be taxed as a long-term capital gain or loss. Such
capital gains currently are generally subject to lower tax rates than ordinary
income.

If the stock is sold or otherwise disposed of before the expiration of
either of the holding periods described above, then the excess of the fair
market value of the stock on the purchase date over the purchase price will be
treated as ordinary income at the time of such disposition. The balance of any
gain will be treated as capital gain. Even if the stock is later disposed of for
less than its fair market value on the purchase date, the same amount of
ordinary income is recognized by the participant, and a capital loss is realized
equal to the difference between the sales price and the fair market value of the
stock on such purchase date. Any capital gain or loss will be short-term or
long-term, depending on how long the stock has been held.

There are no federal income tax consequences to the Company by reason
of the grant or exercise of rights under the 2000 Purchase Plan. The Company is
entitled to a deduction to the extent amounts are taxed as ordinary income to a
participant (subject to the requirement of reasonableness and the satisfaction
of tax reporting obligations).

PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers LLP,
independent accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 2000, and recommends that
stockholders vote for ratification of such appointment. PricewaterhouseCoopers
LLP has audited the Company's financial statements since 1992.

Representatives of PricewaterhouseCoopers LLP are expected to be
present at the meeting with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors at
any time during the year if they determine that such a change would be in the
best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present
in person or represented by proxy and entitled to vote at the Annual Meeting
will be required to ratify the selection of PricewaterhouseCoopers LLP.
Abstentions will be counted towards the tabulation of votes cast on proposals
presented to the stockholders and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for any
purpose in determining whether a matter has been approved.

The Company's Board of Directors unanimously recommends
a vote "FOR" the ratification of the appointment
of PricewaterhouseCoopers LLP as independent accountants.

<PAGE>

SECURITY OWNERSHIP

<TABLE>
Except as otherwise indicated below, the following table sets forth
certain information regarding beneficial ownership of Common Stock of the
Company as of March 20, 2000 by (i) each person known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director and nominee for director, (iii) each executive officer listed in the
Summary Compensation Table, and (iv) all executive officers and directors as a
group.

<CAPTION>
Common Stock
-------------------
No. of Percent
Name of Beneficial Owner (1) Shares Owned
---------------------------- ------ -----
<S> <C> <C>
FMR Corporation ....................................................... 8,321,381 14.9%
82 Devonshire Street
Boston, Massachusetts 02109

J&W Seligman & Company ................................................ 6,054,600 10.8%
100 Park Avenue
New York, New York 10017

T. Rowe Price Associates, Inc. ........................................ 3,869,000 6.9%
100 East Pratt Street
Baltimore, Maryland 21202

Amvescap PLC .......................................................... 3,067,845 5.5%
11 Devonshire Square
London EC2M 4YR

Dan Avida (2) ......................................................... 854,300 1.5%

Thomas Unterberg (3) .................................................. 116,000 *

Jean-Louis Gassee (4) ................................................. 139,500 *

Eric Saltzman (5) ..................................................... 138,000 *

Fred Rosenzweig (6) ................................................... 107,000 *

Janice Smith (7) ...................................................... 81,280 *

Guy Gecht (4) ......................................................... 48,938 *

Dan Maydan (8) ........................................................ 17,310 *

Gill Cogan (4) ........................................................ 12,000 *

Mark Lee (4) .......................................................... 11,250 *

James S. Greene -- --

All executive officers and directors as a group (11 persons) (9) ...... 1,525,578 2.7%

<FN>
- ------------
* Less than one percent.

(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Commission.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
56,007,552 shares outstanding on March 20, 2000, adjusted as required by
rules promulgated by the Securities and Exchange Commission (the "SEC").

(2) Includes 784,736 shares of Common Stock issuable upon exercise of options
granted to Mr. Avida under the 1990 Stock Plan which are exercisable within
60 days of March 20, 2000.

(3) Includes 12,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Unterberg under the 1990 Stock Plan which are exercisable
within 60 days of March 20, 2000.

(4) Consists solely of Common Stock issuable upon the exercise of options
granted under the 1989 and/or 1990 Stock Plans which are exercisable within
60 days of March 20, 2000.

<PAGE>

(5) Includes 107,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Saltzman under the 1990 Stock Plan which are exercisable
within 60 days of March 20, 2000.

(6) Includes 97,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Rosenzweig under the 1990 Stock Plan which are exercisable
within 60 days of March 20, 2000.

(7) Includes 79,580 shares of Common Stock issuable upon exercise of options
granted to Ms. Smith under the 1990 Stock Plan which are exercisable within
60 days of March 20, 2000.

(8) Includes 15,750 shares of Common Stock issuable upon exercise of options
granted to Mr. Maydan under the 1990 Stock Plan which are exercisable
within 60 days of March 20, 2000

(9) Includes an aggregate of 1,307,754 shares of Common Stock issuable upon the
exercise of options granted to executive officers and directors
collectively under the 1989 and 1990 Stock Plans which are exercisable
within 60 days of March 20, 2000.
</FN>
</TABLE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who beneficially own more than ten percent of a registered
class of the Company's equity securities, to file reports of security ownership
and changes in such ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than ten percent beneficial owners also
are required by rules promulgated by the SEC to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the period from January 1, 1999 to December 31,
1999, all Section 16(a) filing requirements applicable to officers, directors or
greater than ten percent beneficial owners were complied with.

EXECUTIVE OFFICERS

The following table lists certain information regarding executive
officers as of March 20, 2000.

Name Age Position
---- --- --------
Guy Gecht ............. 35 Chief Executive Officer
Fred Rosenzweig ....... 44 President and Chief Operating Officer
Eric Saltzman ......... 37 Chief Financial Officer and Corporate Secretary
Janice Smith .......... 36 Vice President, Marketing and Human Resources

Mr. Gecht was appointed Chief Executive Officer of the Company as of
January 1, 2000. From July 1999 to January 2000, he served as President of the
Company. From January 1999 to July 1999, he was appointed Vice President and
General Manager of Server Products. From October 1995 through January 1999, he
served as Director of Software Engineering. Prior to joining the Company, Mr.
Gecht was Director of Engineering at Interro Systems, a technology company, from
1993 to 1995. From 1991 to 1993, he served as Software Manager of ASP Computer
Products, a networking company and from 1990 to 1991 he served as Manager of
Networking Systems for Apple Israel, a technology company. From 1985 to 1990, he
served as an officer in the Israeli Defense Forces, managing an engineering
development team, and later was an acting manager of one of the IDF high-tech
departments. Mr. Gecht holds a B.S. in Computer Science and Mathematics from Ben
Gurion University in Israel.

Mr. Saltzman has served as Chief Financial Officer, and Corporate
Secretary of the Company since August 1998. From October 1995 to August 1998,
Mr. Saltzman served as Vice President, Strategic Relations. From January 1994 to
October 1995, Mr. Saltzman served as Director of Commercial Affairs

<PAGE>

and General Counsel. From June 1991 to December 1993, Mr. Saltzman was a Senior
Corporate Associate at Cooley Godward LLP. From October 1987 to May 1991, Mr.
Saltzman was a Corporate Associate at Stradling, Yocca, Carlson & Rauth. Mr.
Saltzman holds a B.A. from Swarthmore College and a J.D. from Stanford Law
School.

Ms. Smith has served as Vice President, Marketing and Human Resources
of the Company since May 1998. From October 1995 to May 1998, Ms. Smith served
as Vice President, Human Resources. From May 1993 to October 1995, Ms. Smith
served as Director of Human Resources. Before joining EFI, Ms. Smith held
various human resources management positions in operations, engineering and
general staff areas at FMC Corporation. Ms. Smith holds a B.A. from Bradley
University and an M.A. in Industrial Relations from the University of Illinois
at Urbana-Champaign.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table sets forth certain summary information regarding
compensation paid by the Company for services rendered during the fiscal years
ended December 31, 1999, 1998 and 1997 to all individuals serving as the
Company's Chief Executive Officer during the last complete fiscal year and its
four most highly compensated executive officers other than the Chief Executive
Officer.

<TABLE>
Summary Compensation Table

<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------- -------
Salary Bonus Number Of All Other
Name and Principal Position Year ($)(1) ($)(1) Options Compensation ($)
--------------------------- ---- ------ ------ ------- ----------------
<S> <C> <C> <C> <C> <C>
Dan Avida ........................... 1999 425,000 372,894(2) 130,000 9,200(8)
Chairman of the Board of Directors 1998 400,000 451,713(3) 100,000 6,000(5)
and former Chief Executive Officer 1997 375,000 212,810(4) 90,000 179,876(6)

Guy Gecht(9) ........................ 1999 257,500 216,016(2) 110,000 5,600(8)
Chief Executive Officer and
former President of the Company

Mark Lee(10) ........................ 1999 218,750 127,954(2) 50,000 8,000(8)
Former Vice President, 1998 164,500 140,341(7) 25,000 4,800(5)
Worldwide Sales

Fred Rosenzweig ..................... 1999 306,250 263,951(2) 110,000 8,000(8)
President and 1998 242,500 202,167(3) 37,000 4,800(5)
Chief Operating Officer 1997 210,000 85,124(4) 26,000 4,600(5)

Eric Saltzman ....................... 1999 248,750 143,601(2) 60,000 8,000(8)
Chief Financial Officer and 1998 212,500 143,750(3) 30,000 4,800(5)
Corporate Secretary 1997 185,000 59,992(4) 17,000 4,800(5)

<FN>
- ------------
(1) Amounts shown include cash and non-cash compensation earned and received by
executive officers as well as amounts earned but deferred at the election
of those officers.

(2) Represents bonuses accrued in 1999 under the Executive Bonus Plan and paid
in February 2000.

(3) Represents bonuses accrued in 1998 under the Executive Bonus Plan and paid
January 1999.

(4) Represents bonuses accrued in 1997 under the Executive Bonus Plan and paid
in March 1999.

(5) Automobile allowance.

(6) Consists of a $173,876 payment to compensate for personal tax consequences
on conversion of previously granted incentive stock options to
non-statutory stock options at the Company's request and a $6,000
automobile allowance.

(7) Consists of a $49,891 commission and a $90,450 bonus accrued in 1998 under
the Executive Bonus Plan and paid in January 1999.

(8) Represents the matching contribution which the Company made on behalf of
each Named Officer to the Company's 401(k) Plan and automobile allowance.

(9) Mr. Gecht was appointed Chief Executive Officer of the Company on January
1, 2000. During fiscal year 1999 Mr. Gecht served as President of the
Company.

(10) Mr. Lee resigned from the Company in January 2000. During fiscal year 1999
Mr. Lee served as Vice President, Worldwide Sales.
</FN>
</TABLE>

<PAGE>

Executive Incentive Plans

The Compensation Committee of the Company's Board of Directors has
adopted a bonus plan for its executive officers. Target bonuses under the Bonus
Plan have been established based on a factor of the individual's annual salary
for 2000 and are 75%, 75%, 50% and 50% for Messrs. Gecht, Rosenzweig, Saltzman
and Ms. Smith, respectively. Under the bonus plan, the target bonus established
for all participants is based on the individual's and the Company's
performances. Payment of target bonuses related to the Company's performance is
contingent upon the achievement of certain minimum operating profit and revenue
goals. If minimum operating profit and revenue goals are not achieved, bonus
awards based on individual performance could still be made.

Compensation of Directors

In 1999, outside members of the Board of Directors received cash
compensation in the amount of $15,000 per year plus $1,000 per Board of
Directors meeting or $500 per Board of Directors meeting attended by telephone
and $1,000 per Committee meeting, in addition to reimbursement of reasonable
expenses incurred in attending meetings. In 1999, all outside members of the
Board of Directors were granted 18,000 options to purchase shares of the
Company's Common Stock. The options were granted on March 24, 1999 and are
exercisable starting approximately one year after the grant date, with 25% of
the option becoming exercisable on April 20, 2000, and then quarterly (ratably),
with full vesting on April 20, 2003. See "Committees of the Board of
Directors--Meetings of Board of Directors and Committees."

STOCK OPTION GRANTS AND EXERCISES

The following table sets forth information regarding stock option
grants made during the fiscal year ended December 31, 1999 to each of the
executive officers named in the Summary Compensation Table.

<TABLE>
Option Grants in Fiscal Year Ended December 31, 1999

<CAPTION>
Individual Grants
--------------------------------------------------------
Potential Realizable
Number % of Total Value at Assumed Annual Rates
Of Shares Options of Stock Price Appreciation for
Underlying Granted to Exercise Option Term(3)
Options Employees Price Expiration ---------------------------
Granted(1) in 1999 Per Share Date(2) 5% 10%
------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Dan Avida .............. 130,000 4.4% $ 33.81 3/23/09 $2,763,428 $7,005,517
Guy Gecht .............. 110,000 3.7% 33.81 3/23/09 2,338,285 5,925,207
Mark Lee ............... 50,000 1.7% 33.81 3/23/09 1,062,857 2,693,276
Fred Rosenzweig ........ 110,000 3.7% 33.81 3/23/09 2,338,285 5,925,207
Eric Saltzman .......... 60,000 2.0% 33.81 3/23/09 1,275,428 3,231,931

<FN>
- ------------
(1) Options granted on March 24, 1999 are exercisable starting approximately
one year after the grant date, with 25% of the option shares becoming
exercisable on April 20, 2000, and then quarterly thereafter (ratably),
with full vesting on April 20, 2003. Each grant was made at an exercise
price equal to the fair market value on the date of grant.

(2) The options have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.

(3) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the SEC and do not represent the Company's estimate or projection of its
future Common Stock price.
</FN>
</TABLE>

<PAGE>

The following table sets forth information regarding exercises of stock
options during the fiscal year ended December 31, 1999 by each of the executive
officers named in the Summary Compensation Table.

<TABLE>
Aggregated Option Exercises in Fiscal Year Ended
December 31, 1999 and Fiscal Year End Option Values

<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
Shares at 12/31/99 at 12/31/99(2)
Acquired on Value ------------------------------- -------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dan Avida ............ 223,000 10,446,362 727,236 287,500 $32,561,288 $8,196,875
Guy Gecht ............ 29,187 667,666 14,250 138,813 289,031 3,588,546
Mark Lee ............. 12,750 439,398 5,000 73,250 54,375 2,046,641
Fred Rosenzweig ...... 64,500 2,433,240 60,250 161,750 1,850,906 4,404,656
Eric Saltzman ........ 72,000 2,743,403 8,500 98,500 92,438 2,793,375

<FN>
- ------------
(1) This amount represents the market value of the underlying securities on the
exercise date minus the exercise price of such options.

(2) This amount represents the market value of the underlying securities
relating to "in-the-money" options at December 31, 1999 minus the exercise
price of such options.
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

The Company entered into employment agreements with Mr. Avida in
January 2000 and with Mr. Gecht, Mr. Rosenzweig, Mr. Saltzman and with Ms. Smith
in March 2000, whereby each executive's employment shall continue to be "at
will." The employment agreements state an annual base salary, subject to any
increases annually as the Company's Board shall authorize from time to time in
connection with an annual review and provides for such performance bonus amounts
as the Company's Board authorizes. In addition, the employment agreements
contain certain provisions that take effect upon a change in control of the
Company. If the executive's employment is involuntarily or constructively
terminated other than for cause within a period beginning 90 days before and
ending 18 months after a change of control, the executive will be entitled to a
lump sum severance payment in an amount equal to one-half of his then current
annual salary and bonus. Mr. Avida's employment agreement terminates upon the
earlier (i) December 31, 2001, (ii) incapacity, or (iii) death. All other
employment agreements terminate upon the earlier of (i) the date that all
obligations of the parties thereunder have been satisfied, (ii) March 8, 2003 or
(iii) eighteen (18) months after a change of control unless the Executive's
employment terminates as a result of involuntary or constructive termination.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Committee Report

The Report of the Compensation Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 (the
"Securities Act") or under the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such acts.

The Compensation/Stock Option Committee (the "Committee") of the Board
of Directors sets the compensation of the Chief Executive Officer, reviews the
design, administration and effectiveness of compensation programs for other key
executives, and approves stock option grants for all executive officers. The
Committee, serving under a charter adopted by the Board of Directors, is
composed entirely of outside directors who have never served as officers of the
Company.

Compensation Philosophy and Objectives

The Company operates in the extremely competitive and rapidly changing
high technology industry. The Committee believes that the compensation programs
for the executive officers should be designed to

<PAGE>

attract, motivate and retain talented executives responsible for the success of
the Company and should be determined within a competitive framework and based on
the achievement of designated financial targets and individual contribution.
Within this overall philosophy, the Committee's objectives are to:

o Offer a total compensation program that takes into consideration
the compensation practices of a group of specifically identified
peer companies (the "Peer Companies") and other selected companies
with which the Company competes for executive talent.

o Provide annual variable incentive awards that take into account
the Company's overall financial performance in terms of designated
corporate objectives and the relative performance of the Peer
Companies as well as individual contributions.

o Align the financial interests of executive officers with those of
stockholders by providing significant equity-based, long-term
incentives.

Compensation Components and Process

The three major components of the Company's executive officer
compensation are (i) base salary, (ii) commissions and bonuses, and (iii) stock
options.

The Committee determines the compensation levels for the executive
officers with the assistance of the Company's Human Resources Department, which
works with an independent consulting firm that furnishes the Committee with
executive compensation data drawn from a nationally recognized survey of
similarly sized technology companies which have been identified as the Peer
Companies.

The positions of the Company's CEO and executive officers were compared
with those of their counterparts at the Peer Companies, and the market
compensation levels for comparable positions were examined to determine base
salary, target incentives and total cash compensation. In addition, the
practices of the Peer Companies concerning stock option grants were reviewed and
compared.

Base Salary. The base salary for each executive officer is determined
at levels considered appropriate for comparable positions at the Peer Companies.

Commissions and Bonuses. To reinforce the attainment of Company goals,
the Committee believes that a substantial portion of the annual compensation of
each executive officer should be in the form of variable incentive pay. The
annual incentive pool for executive officers is determined on the basis of the
Company's achievement of the financial performance targets established at the
beginning of the fiscal year and also includes a range for the executive's
contribution. The incentive plan sets a threshold level of Company performance
based on both revenue and profit before interest and taxes that must be attained
before any incentives are awarded. Once the fiscal year's threshold is reached,
specific formulas are in place to calculate the actual incentive payment for
each officer. A target is set for each executive officer based on targets for
comparable positions at the Peer Companies and is stated in terms of an
escalating percentage of the officer's base salary for the year. In fiscal 1999,
the Company exceeded its corporate performance targets.

Stock Options. The Company's Stock Plans are long-term incentive plans
for all employees. These plans are intended to align stockholder and employee
interests by creating a direct link between long-term rewards and the value of
the Company's shares. The Compensation Committee believes that long-term stock
ownership by executive officers and all employees is an important factor in
achieving above average growth in share value and in retaining valued employees.
Since the value of an option bears a direct relationship to the Company's stock
price, the Compensation Committee believes that options motivate executive
officers and employees to manage the Company in a manner which will benefit all
stockholders.

The Stock Plans authorize the Compensation Committee to award stock
options to employees at any time. Options are generally granted at the time of
initial employment with the Company, and at later dates at the discretion of the
Compensation Committee. The size of initial and subsequent grants are determined
by a number of factors including comparable grants to executive officers and
employees by other companies which compete in the Company's industry. The
exercise price per share of the stock options is equal to the prevailing market
value of a share of the Company's Common Stock on the date the options are
granted.

<PAGE>

CEO Salary. The annual base salary for Mr. Avida was established by the
Compensation Committee on January 1999. The Compensation Committee set Mr.
Avida's base salary for 1999 at $425,000. The Compensation Committee's decision
was based on both Mr. Avida's personal performance of his duties and the salary
levels paid to chief executive officers of the Peer Companies. Mr. Avida's 1999
fiscal year incentive compensation was based on the actual financial performance
of the Company in achieving designated corporate objectives. Mr. Avida's
incentive compensation was based on the incentive plan used for all executive
officers and provided no dollar guarantees. The option grant made to Mr. Avida
during the 1999 fiscal year was awarded within substantially the same timeframe
the Compensation Committee granted stock options to other employees under the
Company's broad-based stock option program. The option grant made to Mr. Avida
was based upon his performance and leadership with the Company and placed a
significant portion of his total compensation at risk, since the value of the
option grant depends upon the appreciation of the Company's Common Stock over
the option term.

Guy Gecht was appointed Chief Executive Officer as of January 2000. The
annual base salary for Mr. Gecht was established by the Compensation Committee
on October 1999 for the period October 1999 to September 2000. The Compensation
Committee has set Mr. Gecht's base salary for 2000 at $400,000. We used the
executive compensation practices described above to determine Mr. Gecht's
compensation. The Compensation Committee believes that the Company's success is
dependent in part upon the efforts of its chief executive officer, and as a
result, the Company entered into a three-year employment agreement with Mr.
Gecht in March 2000 (see "Employment Agreements").

Submitted by:

Jean-Louis Gassee
Member of the Compensation Committee

Thomas I. Unterberg
Member of the Compensation Committee

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Jean-Louis Gassee has served on the Compensation Committee of the Board
of Directors from its formation in August 1992 through December 31, 1999. Thomas
I. Unterberg has served on the Compensation Committee of the Board of Directors
from his appointment in February 1995 through December 31, 1999. No member of
this Committee was at any time during the 1999 fiscal year or at any other time
an officer or employee of the Company.

No executive officer of Electronics For Imaging, Inc. served on the
board of directors or compensation committee of any entity that includes one or
more members of the Board of Directors of Electronics for Imaging, Inc.

RELATED TRANSACTIONS

The Company has entered into employment agreements with certain of its
executive officers. See "Employment Agreements."

COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation of over $1
million paid to any one of the corporation's chief executive officer and four
other most highly compensated executive officers for any single fiscal year.

<PAGE>

Qualifying performance-based compensation is not subject to such limitation if
certain requirements are met. Because the Company's 1989 Stock Plan, 1990 Stock
Plan and 1999 Equity Incentive Plan may not satisfy the requirements of Section
162(m) with respect to the options granted thereunder, the Compensation
Committee may take action in the future to comply with these requirements. Given
the current levels of cash compensation paid to the Company's executive
officers, the Compensation Committee is not expected to take any action with
respect to the cash elements of the Company's executive compensation program at
this time, but will evaluate possible action, to the extent consistent with
other objectives of the Company's compensation program, if the cash compensation
of any executive officer approaches the $1 million level in the future.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG ELECTRONICS FOR IMAGING, INC., NASDAQ US INDEX AND
NASDAQ COMPUTERS AND MANUFACTURERS INDEX

The stock price performance graph below includes information required
by the SEC and shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act or under the Exchange Act, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed soliciting material or filed under such Acts.

The following graph demonstrates a comparison of cumulative total
returns based upon an initial investment of $100 in the Company's Common Stock
as compared with the NASDAQ US Index and the NASDAQ Computers and Manufacturers
Index. The stock price performance shown on the graph below is not necessarily
indicative of future price performance and only reflects the Company's relative
stock price for the five-year period ending on December 31, 1999. All values
assume reinvestment of dividends and are calculated at December 31 of each year.

[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]

EFII Nasdaq Nasdaq Computer
US SIC Manufacturers Stock
-- --- -------------------
31-Dec-94 100 100 100
31-Dec-95 318 141 157
31-Dec-96 598 174 211
31-Dec-97 242 213 255
31-Dec-98 582 300 553
31-Dec-99 845 542 1,163

<PAGE>

OTHER MATTERS

The Company knows of no other matters to be submitted at the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote the shares they
represent as the Board of Directors may recommend.

By Order of the Board of Directors

/s/ Eric Saltzman
-------------------------------
Eric Saltzman
Secretary

Dated: April 5, 2000

A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 is available without charge upon written request to: Corporate
Secretary, Electronics for Imaging, Inc., 303 Velocity Way, Foster City CA
94404.

<PAGE>

SKU# 1149 PS 00

<PAGE>

APPENDIX A

ELECTRONICS FOR IMAGING, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN

Approved by the Board of Directors on March 14, 2000

Effective Date: August 1, 2000

1. PURPOSE.

(a) The purpose of this 2000 Employee Stock Purchase Plan (the "Plan") is
to provide a means by which employees of Electronics for Imaging, Inc., a
Delaware corporation (the "Company"), and its Affiliates, as defined in
subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be
given an opportunity to purchase stock of the Company.

(b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").

(c) The Company, by means of the Plan, seeks to retain the services of its
employees, to secure and retain the services of new employees, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.

(d) The Company intends that the rights to purchase stock of the Company
granted under the Plan be considered options issued under an "employee stock
purchase plan" as that term is defined in Section 423(b) of the Code.

2. ADMINISTRATION.

(a) The Plan shall be administered by the Board of Directors (the "Board")
of the Company unless and until the Board delegates administration to a
committee as provided in subparagraph 2(c). Whether or not the Board has
delegated administration the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.

(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

(i) To determine when and how rights to purchase stock of the Company
shall be granted and the provisions of each offering of such rights (which need
not be identical).

(ii) To designate from time to time which Affiliates of the Company
shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and rights granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the

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exercise of this power, may correct any defect, omission or inconsistency in the
Plan, in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective.

(iv) To amend the Plan as provided in paragraph 13.

(v) Generally, to exercise such powers and to perform such acts as the
Board or the Committee deems necessary or expedient to promote the best
interests of the Company and its Affiliates and to carry out the intent that the
Plan be treated as an "employee stock purchase plan" within the meaning of
Section 423 of the Code.

(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of paragraph 12 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to rights granted under
the Plan shall not exceed in the aggregate four hundred thousand (400,000)
shares of the Company's common stock (the "Common Stock").

(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4. GRANT OF RIGHTS; OFFERING.

(a) The Board or the Committee may from time to time grant or provide for
the grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the "Offering Date(s)")
selected by the Board or the Committee. Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of
the Code that all employees granted rights to purchase stock under the Plan
shall have the same rights and privileges. The terms and conditions of an
Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each
Offering shall include (through incorporation of the provisions of this Plan by
reference in the document comprising the Offering or otherwise) the period
during which the Offering shall be effective, which period shall not exceed
twenty-seven (27) months beginning with the Offering Date, and the substance of
the provisions contained in paragraphs 5 through 8, inclusive.

(b) If an employee has more than one right outstanding under the Plan,
unless he or she otherwise indicates in agreements or notices delivered
hereunder: (1) each agreement or notice delivered by that employee will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a lower exercise price (or an earlier-granted right, if two rights have

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identical exercise prices), will be exercised to the fullest possible extent
before a right with a higher exercise price (or a later-granted right, if two
rights have identical exercise prices) will be exercised.

5. ELIGIBILITY.

(a) Rights may be granted only to employees of the Company or, as the Board
or the Committee may designate as provided in subparagraph 2(b), to employees of
any Affiliate of the Company. Except as provided in subparagraph 5(b), an
employee of the Company or any Affiliate shall not be eligible to be granted
rights under the Plan unless, on the Offering Date, such employee has been in
the employ of the Company or any Affiliate for such continuous period preceding
such grant as the Board or the Committee may require, but in no event shall the
required period of continuous employment be greater than two (2) years. In
addition, unless otherwise determined by the Board or the Committee and set
forth in the terms of the applicable Offering, no employee of the Company or any
Affiliate shall be eligible to be granted rights under the Plan unless, on the
Offering Date, such employee's customary employment with the Company or such
Affiliate is for more than twenty (20) hours per week and more than five (5)
months per calendar year.

(b) The Board or the Committee may provide that each person who, during the
course of an Offering, first becomes an eligible employee of the Company or
designated Affiliate will, on a date or dates specified in the Offering which
coincides with the day on which such person becomes an eligible employee or
occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the
same characteristics as any rights originally granted under that Offering, as
described herein, except that:

(i) the date on which such right is granted shall be the "Offering
Date" of such right for all purposes, including determination of the exercise
price of such right;

(ii) the period of the Offering with respect to such right shall begin
on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board or the Committee may provide that if such person first
becomes an eligible employee within a specified period of time before the end of
the Offering, he or she will not receive any right under that Offering.

(c) No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which such employee
may purchase under all outstanding rights and options shall be treated as stock
owned by such employee.

(d) An eligible employee may be granted rights under the Plan only if such
rights, together with any other rights granted under "employee stock purchase
plans" of the Company and any Affiliates, as specified by Section 423(b)(8) of
the Code, do not permit such employee's

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<PAGE>

rights to purchase stock of the Company or any Affiliate to accrue at a rate
which exceeds twenty-five thousand dollars ($25,000) of fair market value of
such stock (determined at the time such rights are granted) for each calendar
year in which such rights are outstanding at any time.

(e) Officers of the Company and any designated Affiliate shall be eligible
to participate in Offerings under the Plan, provided, however, that the Board or
the Committee may provide in an Offering that certain employees who are highly
compensated employees within the meaning of Section 423(b)(4)(D) of the Code
shall not be eligible to participate.

6. RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each eligible employee, pursuant to an Offering
made under the Plan, shall be granted the right to purchase up to the number of
shares of Common Stock of the Company purchasable with a percentage designated
by the Board or the Committee not exceeding ten percent (10%) of such employee's
Earnings (as defined by the Board for each Offering) during the period which
begins on the Offering Date (or such later date as the Board or the Committee
determines for a particular Offering) and ends on the date stated in the
Offering, which date shall be no later than the end of the Offering. The Board
or the Committee shall establish one or more dates during an Offering (each of
which is hereinafter referred to as a "Purchase Date") on which rights granted
under the Plan shall be exercised and purchases of Common Stock carried out in
accordance with such Offering.

(b) In connection with each Offering made under the Plan, the Board or the
Committee may specify a maximum number of shares that may be purchased by any
employee as well as a maximum aggregate number of shares that may be purchased
by all eligible employees pursuant to such Offering. In addition, in connection
with each Offering that contains more than one Purchase Date, the Board or the
Committee may specify a maximum aggregate number of shares which may be
purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of rights granted
under the Offering would exceed any such maximum aggregate number, the Board or
the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be
equitable.

(i) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Purchase Date.

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<PAGE>

7. PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) An eligible employee may become a participant in the Plan pursuant to
an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board or the Committee of such employee's Earnings (as defined
by the Board for each Offering) during the Offering. The payroll deductions made
for each participant shall be credited to an account for such participant under
the Plan and shall be deposited with the general funds of the Company. A
participant may reduce (including to zero) or increase such payroll deductions,
and an eligible employee may begin such payroll deductions, after the beginning
of any Offering only as provided for in the Offering. A participant may make
additional payments into his or her account only if specifically provided for in
the Offering and only if the participant has not had the maximum amount withheld
during the Offering.

(b) At any time during an Offering, a participant may terminate his or her
payroll deductions under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides. Such
withdrawal may be elected at any time prior to the end of the Offering except as
provided by the Board or the Committee in the Offering. Upon such withdrawal
from the Offering by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions (reduced to the
extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant's right
to acquire Common Stock under that Offering shall be automatically terminated. A
participant's withdrawal from an Offering will have no effect upon such
participant's eligibility to participate in any other Offerings under the Plan
but such participant will be required to deliver a new participation agreement
in order to participate in subsequent Offerings under the Plan.

(c) Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of a participant's employment with the Company and
any designated Affiliate, for any reason, and the Company shall distribute to
such terminated employee all of his or her accumulated payroll deductions
(reduced to the extent, if any, such deductions have been used to acquire stock
for the terminated employee), under the Offering, without interest.

(d) Rights granted under the Plan shall not be transferable by a
participant other than by will or the laws of descent and distribution, or by a
beneficiary designation as provided in paragraph 14, and during a participant's
lifetime, shall be exercisable only by such participant.

8. EXERCISE.

(a) On each Purchase Date specified in the relevant Offering, each
participant's accumulated payroll deductions and any other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of whole shares of stock of the Company, up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering. Unless
otherwise provided for in the applicable Offering, no fractional shares shall be
issued upon the exercise of rights granted under the Plan. The amount, if any,
of accumulated payroll deductions

5
<PAGE>

remaining in each participant's account after the purchase of shares which is
less than the amount required to purchase one share of stock on the final
Purchase Date of an Offering shall be held in each such participant's account
for the purchase of shares under the next Offering under the Plan, unless such
participant withdraws from such next Offering, as provided in subparagraph 7(b),
or is no longer eligible to be granted rights under the Plan, as provided in
paragraph 5, in which case such amount shall be distributed to the participant
after such final Purchase Date, without interest. The amount, if any, of
accumulated payroll deductions remaining in any participant's account after the
purchase of shares which is equal to the amount required to purchase whole
shares of Common Stock on the final Purchase Date of an Offering shall be
distributed in full to the participant after such Purchase Date, without
interest.

(b) No rights granted under the Plan may be exercised to any extent unless
the shares to be issued upon such exercise under the Plan (including rights
granted thereunder) are covered by an effective registration statement pursuant
to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is
in material compliance with all applicable state, foreign and other securities
and other laws applicable to the Plan. If on a Purchase Date in any Offering
hereunder the Plan is not so registered or in such compliance, no rights granted
under the Plan or any Offering shall be exercised on such Purchase Date, and the
Purchase Date shall be delayed until the Plan is subject to such an effective
registration statement and such compliance, except that the Purchase Date shall
not be delayed more than twelve (12) months and the Purchase Date shall in no
event be more than twenty-seven (27) months from the Offering Date. If on the
Purchase Date of any Offering hereunder, as delayed to the maximum extent
permissible, the Plan is not registered and in such compliance, no rights
granted under the Plan or any Offering shall be exercised then all payroll
deductions accumulated during the Offering (reduced to the extent, if any, such
deductions have been used to acquire stock) shall be distributed to the
participants, without interest.

9. COVENANTS OF THE COMPANY.

(a) During the terms of the rights granted under the Plan, the Company
shall at all times make reasonable efforts to keep available the number of
shares of stock required to satisfy such rights, provided that this section
shall not require the Company to take any action that would result in adverse
tax, accounting or financial consequences to the Company.

(b) The Company shall seek to obtain from each federal, state, foreign or
other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon exercise of
the rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such rights unless and until
such authority is obtained.

10. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock to participants pursuant to rights granted
under the Plan shall constitute general funds of the Company.

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<PAGE>

11. RIGHTS AS A STOCKHOLDER.

A participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant's shares acquired upon exercise
of rights hereunder are recorded in the books of the Company (or its transfer
agent).

12. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to
any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan and outstanding rights will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding rights. Such adjustments shall be made by the Board or
the Committee, the determination of which shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a "transaction not involving the receipt of consideration by
the Company.")

(b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation in which the Company is not the surviving corporation;
or (3) a reverse merger in which the Company is the surviving corporation but
the shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then, as determined by the Board in its sole
discretion, (i) any surviving or acquiring corporation may assume outstanding
rights or substitute similar rights for those under the Plan, (ii) such rights
may continue in full force and effect, or (iii) participants' accumulated
payroll deductions may be used to purchase Common Stock immediately prior to the
transaction described above and the participants' rights under the ongoing
Offering terminated.

13. AMENDMENT OF THE PLAN.

(a) The Board or the Committee at any time, and from time to time, may
amend the Plan. However, except as provided in paragraph 12 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment if such amendment requires stockholder
approval in order for the Plan to obtain employee stock purchase plan treatment
under Section 423 of the Code or to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act.

(b) The Board or the Committee may amend the Plan in any respect the Board
or the Committee deems necessary or advisable to provide eligible employees with
the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to employee stock purchase
plans and/or to bring the Plan and/or rights granted under it into compliance
therewith.

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<PAGE>

(c) Rights and obligations under any rights granted before amendment of the
Plan shall not be altered or impaired by any amendment of the Plan, except with
the consent of the person to whom such rights were granted, or except as
necessary to comply with any laws or governmental regulations, or except as
necessary to ensure that the Plan and/or rights granted under the Plan comply
with the requirements of Section 423 of the Code.

14. DESIGNATION OF BENEFICIARY.

(a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to the end of an
Offering but prior to delivery to the participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death during an Offering.

(b) Such designation of beneficiary may be changed by the participant at
any time by written notice in the form prescribed by the Company. In the event
of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its sole discretion, may deliver such shares and/or cash to the spouse or to
any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

15. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board or the Committee in its discretion, may suspend or terminate
the Plan at any time. No rights may be granted under the Plan while the Plan is
suspended or after it is terminated.

(b) Rights and obligations under any rights granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except as expressly provided in the Plan or with the consent of the person
to whom such rights were granted, or except as necessary to comply with any laws
or governmental regulation, or except as necessary to ensure that the Plan
and/or rights granted under the Plan comply with the requirements of Section 423
of the Code.

16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on August 1, 2000 (the "Effective Date"),
but no rights granted under the Plan shall be exercised unless and until the
Plan has been approved by the stockholders of the Company within twelve (12)
months before or after the date the Plan is adopted by the Board, which date may
be prior to the Effective Date.

<PAGE>

APPENDIX B

PROXY

This Proxy is solicited on behalf of the Board of Directors of

ELECTRONICS FOR IMAGING, INC.

ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 2000

The undersigned stockholder of ELECTRONICS FOR IMAGING, INC., a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated April 5, 2000 and hereby
appoints Guy Gecht and Eric Saltzman, or either of them, his or her proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
2000 Annual Meeting of Stockholders of ELECTRONICS FOR IMAGING, INC. to be held
on Thursday, May 11, 2000 at 9:00 a.m., Pacific Daylight Time, at ELECTRONICS
FOR IMAGING, INC., 303 Velocity Way, Foster City, California, 94404, and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock that
the undersigned would be entitled to vote if then and there personally present,
on the matters set forth on the reverse.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTY
USING THE ENCLOSED ENVELOPE

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

- ------------ ------------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ------------ ------------

<PAGE>

ELECTRONICS FOR IMAGING, INC.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040

- --------------------------------------------------------------------------------
[X] Please mark
votes as in
this example.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF THE 2000
EMPLOYEE STOCK PURCHASE PLAN, FOR THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

1. Election of Directors

Nominees: Gill Cogan, Jean-Louis Gassee, Guy Gecht, James S. Greene,
Dan Maydan, Fred Rosenzweig, Thomas I. Unterberg

FOR --- --- WITHHELD
ALL | | | | FROM ALL
NOMINEES --- --- NOMINEES

---
| |
--- _______________________________________________
For all nominees except as noted above

FOR AGAINST ABSTAIN
--- --- ---
2. Proposal to approve the 2000 Employee Stock | | | | | |
Purchase Plan. --- --- ---

--- --- ---
3. Proposal to ratify the appointment of | | | | | |
PricewaterhouseCoopers LLP as independent --- --- ---
auditors of the Company for the fiscal year
ending December 31, 2000.

4. In their discretion, upon such other matter or
matters that may properly come before the meeting
or any adjournments thereof.

---
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | |
---

This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears on this proxy card, and returned promptly in the
enclosed envelope. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person. If shares are held by
joint tenants or as community property, each should sign.

Signature: __________________________________________ Date: ___________________