As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ELECTRONICS FOR IMAGING, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3086355
(State of Incorporation) (I.R.S. Employer Identification No.)
303 Velocity Way
Foster City, California 94404-4803
(Address of principal executive offices)
Splash Technology Holdings, Inc.
1996 Stock Option Plan (As Assumed by Registrant)
(Full title of the plan)
Guy Gecht
Chairman of the Board and Chief Executive Officer
Electronics For Imaging, Inc.
303 Velocity Way
Foster City, California 94404-4803
(650) 357-3500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
======================================= ================= ===================== ===================== ==================
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered per Share(1) Offering Price(1) Registration Fee
--------------------------------------- ----------------- --------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Splash Technology Holdings, Inc.
1996 Stock Option Plan
Common Stock, $.001 par value 1,020,783 shares $13.7952 $14,081,905.64 $3,718
--------------------------------------- ----------------- --------------------- --------------------- ------------------
Total $ $
======================================= ================= ===================== ===================== ==================
<FN>
(1) Calculated solely for the purpose of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act") on the basis of the
weighted average exercise price of the outstanding options.
</FN>
</TABLE>
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Electronics For Imaging, Inc.
(the "Company") with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into this Registration Statement:
(a) The Company's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, filed with the SEC on March 17, 2000,
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q filed
with the SEC on May 12, 2000 and August 14, 2000, for
the periods ended March 31, 2000 and June 30, 2000,
respectively;
(c) The Company's Current Reports on Form 8-K filed with
the SEC on August 31, 2000 and October 31, 2000; and
(d) The Company's Registration Statement No. 000-18805 on Form
S-A filed with the SEC on August 28, 1992, pursuant to Section 12(g) of the 1934
Act, in which there is described the terms, rights and provisions applicable to
the Company's Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law the
Company has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933 (the "1933 Act"). The Company's Amended and Restated
Certificate of Incorporation requires the Company to indemnify its directors and
officers to the fullest extent permitted by Delaware law. The Company's Amended
and Restated Bylaws require the Company to indemnify any persons by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided that if an action or suit is by or in the right
of the Company against such director, officer, employee or agent of the Company
and such person is adjudged to be liable to the Company then the Company shall
only indemnify such person to the extent that the court in which such action or
suit is brought shall have determined that such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The Company has entered into indemnity agreements with each of
its directors and executive officers. Such indemnity agreements contain
provisions which are in some respects broader than the specific indemnification
provisions contained in Delaware law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
4 Instruments Defining the Rights of Shareholders. Reference is
made to Registrant's Statements No. 000-18805 on Form 8-A,
together with the amendments and exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d)
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney is contained on the signature pages.
99.1 Splash Technology Holdings, Inc. 1996 Stock Option Plan
(Amended and Restated Through August 24, 2000).
<PAGE>
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(b) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
<PAGE>
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Foster City, State of California on November 2, 2000.
ELECTRONICS FOR IMAGING, INC.
By: /s/ Guy Gecht
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Guy Gecht
Chief Executive Officer and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Guy Gecht and Joseph Cutts and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Date Title
---------
Chief Executive Officer and Chairman of
/s/ Guy Gecht 11/02/00 the Board (Principal Executive Officer)
Guy Gecht
<PAGE>
President, Chief Operating Officer and
/s/ Fred Rosenzweig 11/02/00 Director
Fred Rosenzweig
Chief Financial Officer
/s/ Joseph Cutts 11/02/00 and
Joseph Cutts Corporate Secretary (Principal Financial
and Accounting Officer)
/s/ Jean-Louis Gassee 11/02/00 Director
Jean-Louis Gassee
/s/ James S. Greene 11/02/00 Director
James S. Greene
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ELECTRONICS FOR IMAGING, INC.
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Shareholders. Reference is
made to Registrant's Statements No. 000-18805 on Form 8-A,
together with the amendments and exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d)
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.1 Power of Attorney is contained on the signature pages.
99.1 Splash Technology Holdings, Inc. 1996 Stock Option Plan
(Amended and Restated Through August 24, 2000).
