SC 14D9/A 1 a2027968zsc14d9a.txt SCHEDULE 14D-9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SPLASH TECHNOLOGY HOLDINGS, INC. (Name of Subject Company) SPLASH TECHNOLOGY HOLDINGS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 848623104 (CUSIP Number of Class of Securities) KEVIN M. MACGILLIVRAY CHIEF EXECUTIVE OFFICER SPLASH TECHNOLOGY HOLDINGS, INC. 555 DEL REY AVENUE SUNNYVALE, CA 94085 (408) 328-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) with a copy to: KURT J. BERNEY, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 / / check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 2, the second amendment to the Solicitation/ Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 originally filed on September 14, 2000 by Splash Technology Holdings, Inc. (the "Company") relating to a tender offer by Vancouver Acquisition Corp., a Delaware corporation ("Purchaser"), a wholly owned subsidiary of Electronics For Imaging, Inc. ("EFI"), disclosed in a tender offer statement on Schedule TO dated September 14, 2000 to purchase all outstanding shares of common stock of the Company (the "Shares") at a price of $10.00 per Share, net to the seller in cash, without interest, 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION. A copy of the joint press release, dated October 15, 2000, issued by EFI and the Company announcing the closing of the Offer, an extension for the tendering of additional shares and a proposed settlement of a class action lawsuit filed on August 31, 2000 after announcement of the Merger is attached hereto as Exhibit 9 and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented by adding the following exhibit: Exhibit 9 Joint Press Release, dated October 15, 2000, issued by the Company and EFI. -2- SIGNATURE AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. By: /s/ Kevin Macgillivray -------------------------- Name: Kevin Macgillivray Title: Chief Executive Officer October 15, 2000 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 9 Joint Press Release, dated October 15, 2000, issued by the Company and EFI. EX. 99.1 For more information: Joe Cutts JoAnn Horne Chief Financial Officer Investor Relations Electronics For Imaging Market Street Partners 650-357-3500 415-248-3790 EFI ANNOUNCES CLOSURE OF TENDER OFFER FOR 91.5% OF SPLASH AND PROPOSED SETTLEMENT OF MERGER LAWSUIT EFI EXTENDS TIME FOR ADDITIONAL SHAREHOLDERS TO TENDER SHARES -3-