-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEk7IvLhLNmi69ybAPPV3bHEnvkrnukeIYN/kHdWdPQHoPYwDgVv8GTDwKZLAwth gNfKxqUqymsZm1KdBBeFPA== /in/edgar/work/0001021408-00-003032/0001021408-00-003032.txt : 20001012 0001021408-00-003032.hdr.sgml : 20001012 ACCESSION NUMBER: 0001021408-00-003032 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001011 GROUP MEMBERS: ELECTRONICS FOR IMAGING INC GROUP MEMBERS: VANCOUVER ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPLASH TECHNOLOGY HOLDINGS INC CENTRAL INDEX KEY: 0001020394 STANDARD INDUSTRIAL CLASSIFICATION: [3577 ] IRS NUMBER: 770418472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-48231 FILM NUMBER: 738670 BUSINESS ADDRESS: STREET 1: 555 DEL REY AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4083286300 MAIL ADDRESS: STREET 1: 555 DEL REY AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONICS FOR IMAGING INC CENTRAL INDEX KEY: 0000867374 STANDARD INDUSTRIAL CLASSIFICATION: [3576 ] IRS NUMBER: 943086355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 303 VELOCITY WAY CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6503573500 MAIL ADDRESS: STREET 1: 303 VELOCITY WAY CITY: FOSTER CITY STATE: CA ZIP: 94404 SC TO-T/A 1 0001.txt SCHEDULE TO-T/A RE:SPLASH TECHNOLOGY HOLDINGS ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ SCHEDULE TO/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________ Splash Technology Holdings, Inc. (Name of Subject Company) Vancouver Acquisition Corp. Electronics For Imaging, Inc. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common stock, $0.001 par value per share (Title of Class of Securities) 848623104 (CUSIP Number of Class of Securities) James Etheridge General Counsel Electronics For Imaging, Inc. 303 Velocity Way Foster City, California 94404 (650) 286-8385 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) Copy to: Richard S. Chernicoff Brobeck, Phleger & Harrison LLP 550 South Hope Street Los Angeles, California 90071 (213) 489-4060 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** $154,124,900 $30,825 * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $10.00, the per share tender offer price, by 15,412,490, the sum of the 14,614,038 currently outstanding shares of common stock sought in the offer and the 798,452 shares of common stock subject to options that will be vested as of September 11, 2000. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. ** Paid previously in connection with the filing of the Schedule TO on September 14, 2000. // Check the box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $30,825 Filing Party: Electronics For Imaging, Inc. and Vancouver Acquisition Corp. Form or Registration No.: Schedule TO Date Filed: September 14, 2000 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. // issuer tender offer subject to Rule 13e-4. // going-private transaction subject to Rule 13e-3. // Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: // ================================================================================ This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 14, 2000, by Vancouver Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Electronics For Imaging, Inc., a Delaware corporation ("EFI"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock of Splash Technology Holdings, Inc., a Delaware corporation ("Splash"), at a purchase price of $10.00 per share, net to seller, less any required withholding taxes and without interest, upon the terms and subject to the conditions of the Offer to Purchase, dated September 14, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which were filed as Exhibit (a)(1) and Exhibit (a)(2) respectively. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby incorporated herein by reference in response to all the items on this Schedule TO, except as otherwise set forth below. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO. All page number references are to pages in the Offer to Purchase, and all amendments and supplements listed below amend and supplement the Offer to Purchase. Item 4. Terms of the Transaction Item 4 of the Schedule TO is hereby amended and supplemented to include the following information: On October 11, 2000, EFI and Splash issued a joint press release announcing that the waiting period under the pre-merger notification requirements of the U.S. antitrust laws which were applicable to the offer expired on October 10, 2000. The joint press release is filed as exhibit (a)(9) hereto and is hereby incorporated by reference. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented to include the following information: On October 11, 2000, EFI and Splash issued a joint press release announcing that the waiting period under the pre-merger notification requirements of the U.S. antitrust laws which were applicable to the offer expired on October 10, 2000. The joint press release is filed as exhibit (a)(9) hereto and is hereby incorporated by reference. Item 12. Materials to be filed as Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(9) Joint Press Release issued by EFI and Splash on October 11, 2000. 2 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 11, 2000 Vancouver Acquisition Corp. By: /s/ James Etheridge ----------------------- Name: James Etheridge Title: Vice President, Secretary and General Counsel After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 11, 2000 Electronics For Imaging, Inc. By: /s/ Guy Gecht ------------------ Name: Guy Gecht Title: Chief Executive Officer 3 EXHIBIT INDEX (a)(1) Offer to Purchase, dated September 14, 2000.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The Wall Street Journal on September 14, 2000.* (a)(8) Joint Press Release issued by EFI and Splash on August 31, 2000.** (a)(9) Joint Press Release issued by EFI and Splash on October 11, 2000. (b) None. (c) None. (d)(1) Agreement and Plan of Merger, dated as of August 30, 2000, by and among EFI, Purchaser and Splash.* (d)(2) Confidentiality Agreement, dated August 9, 2000, by and between EFI and Splash.* (d)(3) Exclusivity Agreement, dated August 26, 2000, by and between EFI and Splash.* (d)(4) Tender and Voting Agreement, dated as of August 30, 2000, by and among EFI, Purchaser, Splash and Kevin K. Macgillivray, John Ritchie, David Emmett, Sally Cabbell, Mark Hill, Peter Y. Chung, Charles W. Berger, Jan L. Gullet and Harold L. Covert.* (g) None. (h) None.
* Incorporated by reference from EFI's Schedule TO-T filed with the Commission on September 14, 2000. ** Incorporated by reference from EFI's Schedule TO-C filed with the Commission on August 31, 2000. 4 EX-99.(A)(9) 2 0002.txt JOINT PRESS RELEASE BY EFI AND SPLASH 10/11 Exhibit (a)(9) EFI and Splash Announce Expiration of Hart-Scott-Rodino Waiting Period In Connection With the Merger FOSTER CITY & SUNNYVALE, Calif.-- (BUSINESS WIRE) -- Oct. 11, 2000 -- Electronics For Imaging, Inc. (EFI) (Nasdaq:EFII) the world leader in enabling ---- networked printing solutions, and Splash Technology Holdings, Inc. (Splash) (Nasdaq:SPLH) today announced that the waiting period under the Hart-Scott- ---- Rodino Antitrust Improvements Act of 1976 (the "HSR Act") applicable to EFI's $10.00 per share cash tender offer for Splash expired yesterday without further action taken by the U.S. Federal Trade Commission. On August 31, 2000, EFI and Splash announced the entering into a definitive merger agreement through which EFI will pay Splash stockholders $10.00 per share in cash. The acquisition is structured as a tender offer for all outstanding Splash shares. As has been previously disclosed, the tender offer will expire this Friday, October 13, 2000, at 5:00 p.m., New York City time. Consummation of the tender offer is subject to certain customary closing conditions, including the valid tender of a majority of the Splash common stock. About Electronics For Imaging Electronics for Imaging (www.efi.com) is the world leader in enabling ----------- networked printing solutions. EFI technology allows copiers, printers, and digital presses to be shared across work groups, the enterprise, and the internet. The results are greater productivity, improved document management, seamless networking, and the assured quality of color and black-and-white images. The company's OEM partners look to EFI to deliver products that help grow sales and reduce costs associated with internal development and support. Competitive, feature-rich solutions, such as the Fiery and EDOX brands of networked image processors and the eBeam brand of Web-enabled whiteboard systems, are an outgrowth of our determination to offer OEMs and end users alike the highest assurance of innovation, quality, reliability, and support. The company employs more than 800 people and maintains 22 offices worldwide. Safe Harbor for Forward Looking Statements: Statements contained in this press release, which are not historical facts, are forward-looking statements subject to risks and uncertainties as discussed more fully in the companies' filings with the SEC, including their most recent Form 10-K and Form 10-Q. In addition, acquisitions involve risks and uncertainties which include, among others, the risk that expected growth will not be achieved, the integration of the companies will divert management attention and may not be achieved at all, any expected accretion in earnings will not materialize, expected synergies may not be realized and employees may choose not to continue with the combined company. ----##---- 5 -----END PRIVACY-ENHANCED MESSAGE-----