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EXHIBIT (a)(3)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
(Including the Associated Stock Purchase Rights)
of
Splash Technology Holdings, Inc.
(Not to be Used for Signature Guarantees)
The Offer and Withdrawal Rights Will Expire at 5:00 p.m., New York City
Time, on Friday, October 13, 2000, Unless the Offer is Extended.
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the offer to purchase made by Vancouver Acquisition
Corp., a subsidiary of Electronics For Imaging, Inc., for shares of common
stock of Splash Technology Holdings, Inc. ("Splash") and the associated stock
purchase rights if (1) certificates evidencing shares are not immediately
available, (2) certificates evidencing shares and all other required documents
cannot be delivered to Wilmington Trust Company, as Depositary (the
"Depositary"), prior to the Expiration Date (as defined in "Section 1. Terms of
Our Offer; Expiration Date" of the Offer to Purchase) or (3) the procedure for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted
by telegram or facsimile transmission to the Depositary. See "Section 3.
Procedures for Accepting Our Offer and Tendering Shares" of the Offer to
Purchase.
The Depositary for the offer is:
[LOGO OF WILMINGTON TRUST COMPANY]
By Hand/Overnight By By Mail:
Courier: Facsimile Transmission:
(302) 651-1079 Corporate Trust Operations
Wilmington Trust Company Wilmington Trust Company
1105 North Market Street, Confirm by Telephone: P.O. Box 8861
First Floor (302) 651-8869 Wilmington, Delaware
Wilmington, Delaware 19801 19899-8861
Attn: Corporate Trust
Operations
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above, or transmission of instructions via facsimile transmission
other than as set forth above, will not constitute a valid delivery.
Certificates representing shares must be received by the Depositary within
three trading days after the date of the execution of this Notice of Guaranteed
Delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an eligible institution
under the instructions thereto, the signature guarantee must appear in the
space provided in the signature box on the Letter of Transmittal.
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The undersigned hereby tenders to Vancouver Acquisition Corp., a wholly
owned subsidiary of Electronics For Imaging, Inc., upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated September 14, 2000,
and the related Letter of Transmittal, receipt of each of which is hereby
acknowledged, the number of shares specified below pursuant to the guaranteed
delivery procedure described in "Section 3. Procedures for Accepting Our Offer
and Tendering Shares" of the Offer to Purchase.
In the event of a termination of the offer, the shares tendered pursuant to
the offer will be returned to the tendering holders promptly (or, in the case
of tendered by book-entry transfer, such shares will be credited to the account
maintained at DTC from which such shares were delivered).
The undersigned understand(s) that payment by the Depositary for shares
tendered and accepted for payment pursuant to the offer will be made only after
timely receipt by the Depositary of (1) certificates representing shares (or
Book-Entry Confirmation of the transfer of such shares into the Depositary's
account at DTC) and a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with respect to such
shares with any required signature guarantees and any other documents required
by the Letter of Transmittal or (2) a properly transmitted Agent's Message.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Number of Shares _______________________________________________________________
Certificate Nos. (If Available) ________________________________________________
[_] Check this box if shares will be delivered by book-entry transfer:
Name of Eligible Institution: __________________________________________________
Account No.: ___________________________________________________________________
Name(s) of Holders _____________________________________________________________
Street Address _________________________________________________________________
City, State and Zip Code _______________________________________________________
Area Code and Telephone No. ____________________________________________________
Signature(s) of Holder(s) ______________________________________________________
Date ________________________
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as name(s) appear(s) on certificate(s) for the shares or, if tendered by a
participant in DTC, exactly as the participant's name appears on a security
position listing as the owner of the shares, or by person(s) authorized to
become holder(s) by endorsements and documents transmitted with the Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, such person must provide the following
information:
Please print name(s) and address(es):
Name(s) of Holders _____________________________________________________________
Capacity _______________________________________________________________________
Street Address _________________________________________________________________
City, State and Zip Code _______________________________________________________
DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES SHOULD BE SENT TO THE
DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a recognized member of the Medallion Signature
Guarantee Program or any other "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), (1) represents that the
above named persons are deemed to own the shares tendered hereby, (2)
represents that the tender complies with the rules of the Exchange Act,
and (3) guarantees to deliver to the Depositary, certificates evidencing
the shares tendered hereby, in proper form for transfer, with delivery of
a Letter of Transmittal (or facsimile thereof) properly completed and duly
executed, and any other required documents, or confirmation of book-entry
transfer of such shares into the Depositary's account at The Depository
Trust Company, all within three trading days of the date of this
guarantee.
DO NOT SEND STOCK CERTIFICATES WITH THIS NOTICE.
STOCK CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
___________________________________ ___________________________________
Name of Firm Authorized Signature
___________________________________ ___________________________________
Street Address Name
___________________________________ ___________________________________
City, State and Zip Code Title
___________________________________ ___________________________________
Telephone Number Date
