8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 22, 2008

Electronics For Imaging, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-18805	94-3086355
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

303 Velocity Way

Foster City, California 94404

(Address of Principal Executive Offices)

(650) 357-3500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 23, 2008, Electronics For Imaging, Inc. (“EFI”) announced preliminary financial results for the fiscal quarter ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and, except for the information under the caption “Bond Redemption,” is being furnished under Item 2.02 of this Form 8-K.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

In its Press Release dated April 23, 2008, EFI announced that it will redeem on June 2, 2008 all $240 million outstanding principal amount of its 1.50% Convertible Senior Debentures due 2023. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and the information therein under the caption “Bond Redemption” is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2008, Christopher B. Paisley notified EFI of his intention to not stand for reelection to the Board of Directors at the upcoming Annual Meeting of Stockholders to be held on May 20, 2008. On April 22, 2008, the Board of Directors appointed Richard A. Kashnow and Thomas Georgens as members of the Board of Directors of EFI.

EFI has entered into indemnification agreements with each of Mr. Georgens and Dr. Kashnow in the form attached as Exhibit 10.1 to EFI’s Current Report on Form 8-K filed on February 15, 2008.

The foregoing description is qualified in its entirety by reference to a press release of EFI issued on April 23, 2008, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated April 23, 2008 – EFI Reports Q1 2008 Results
99.2	Press Release dated April 23, 2008 – EFI Announces Changes to Board of Directors

The information included in Exhibit 99.1 (except for the information under the caption “Bond Redemption”) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: April 23, 2008	ELECTRONICS FOR IMAGING, INC.
	By:	/s/ John Ritchie
	Name:	John Ritchie
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 23, 2008 – EFI Reports Q1 2008 Results
99.2	Press Release dated April 23, 2008 – EFI Announces Changes to Board of Directors

EX-99.1

EXHIBIT 99.1

For more information:	Investor Relations;
John Ritchie	JoAnn Horne
Chief Financial Officer	Market Street Partners
EFI	415-445-3239
650-357-3500

EFI Reports Q1 2008 Results

Foster City, Calif. – April 23, 2008 – EFI (Nasdaq: EFII), the world leader in customer-focused digital printing, announced today its results for the first quarter of 2008. For the quarter ended March 31, 2008, the Company reported revenues of $136.6 million, compared to first quarter 2007 revenue of $147.8 million.

Non-GAAP net income was $11.8 million or $0.20 per diluted share in the first quarter of 2008, compared to $19.6 million or $0.30 per diluted share for the same period in 2007.

GAAP net loss was $(5.4) million or $(0.10) per diluted share in the first quarter of 2008, compared to $2.1 million or $0.04 per diluted share for the same period in 2007.

Non-GAAP net income is computed by adjusting GAAP net income by the impact of recurring amortization of acquisition-related intangibles, stock-based compensation expenses, certain tax charges, as well as other non-recurring charges and gains.

“We are pleased to report revenue and earnings at the high end of our range due to the better than expected performance of our Fiery business,” said Guy Gecht, CEO of EFI. “At the same time, challenging economic conditions in the US resulted in growth rates in our inkjet business below our expectations. Despite this environment, our inkjet businesses still grew a robust 11% over the prior year, fueled by approximately 20% growth in international markets. We expect to see continued sequential improvement in both our Fiery and inkjet businesses during the current quarter.”

Bond Redemption

The Company also announced today that it is exercising its right to redeem all $240 million outstanding principal amount of its 1.50% Convertible Senior Debentures due 2023 (the “Securities”) on June 2, 2008 (the “Redemption Date”).

The redemption of the Convertible Senior Debentures will reduce the number of shares used in the calculation of earnings per share by approximately 9.1M shares effective as of the redemption date.

The redemption price for the Securities is 100% of the principal amount, plus accrued and unpaid interest (including contingent interest, if any) and additional interest amounts, if any, to, but not including, the Redemption Date. This press release does not constitute a notice of redemption of the Securities. The redemption is made solely pursuant to EFI’s Notice of Redemption, dated May 2, 2008, which will be delivered by the trustee under the indenture to the holders of the Securities.

The Securities may be converted at any time before 5:00 p.m., New York City time, on May 30, 2008, the business day prior to the Redemption Date, in accordance with the terms and conditions set forth in the indenture and the Securities. The Securities are convertible into EFI’s common stock at a rate of 37.8508 shares of common stock per $1,000 principal amount of Securities, subject to adjustment in certain circumstances.

Outlook for Q2 2008

• For the second quarter of 2008, the Company expects revenues in the range of $141 million to $147 million.

• For the second quarter of 2008, the Company expects non-GAAP earnings per share of $0.20 to $0.24.

• For the second quarter of 2008, the Company expects a GAAP income per share of $0.00 to $0.04.

• For the second quarter of 2008, the Company expects a non-GAAP tax rate of 24% to 25%.

GAAP net income outlook includes an estimated charge related to non-cash based stock compensation expense. This estimate is subject to change. Both the non-GAAP and the GAAP earnings estimates include the 9.1 million shares related to the Company’s contingently convertible debt when dilutive to earnings.

	Three Months Ended June 30, 2008
Reconciliation of non-GAAP to GAAP EPS estimates
Non-GAAP EPS estimate	$	0.20		$	0.24
Amortization of acquisition-related intangibles – pre tax	$	(0.12	)	$	(0.12	)
Stock based compensation and other non recurring charges – pre tax	$	(0.14	)	$	(0.14	)
Tax effect of non-GAAP adjustments	$	0.06		$	0.06
GAAP EPS estimate	$	0.00		$	0.04

EFI will discuss the Company’s financial results by conference call at 2:00 p.m. PDT today. Instructions for listening to the conference call over the Web are available on the investor relations portion of EFI’s website at www.efi.com.

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About our Non-GAAP Net Income and Adjustments

To supplement our consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use a non-GAAP measure of net income that is GAAP net income adjusted to exclude certain recurring and non-recurring costs, expenses and gains. Our non-GAAP net income gives an indication of our baseline performance before gains, losses or other charges that are considered by management to be outside our core operating results. In addition, non-GAAP net income is among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with or an alternative for GAAP and may be materially different from non-GAAP measures used by other companies. We compute non-GAAP net income by adjusting GAAP net income with the impact of recurring amortization of acquisition-related intangibles, stock-based compensation expenses, certain tax charges, as well as non-recurring charges and gains. The presentation of this additional information should not be considered in isolation or as a substitute for net income prepared in accordance with GAAP.

Safe Harbor for Forward Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements in this press release include: “We are pleased to report revenue and earnings at the high end of our range due to the better than expected performance of our Fiery business. At the same time, challenging economic conditions in the US resulted in growth rates in our inkjet business below our expectations. Despite this environment, our inkjet businesses still grew a robust 11% over the prior year, fueled by approximately 20% growth in international markets. We expect to see continued sequential improvement in both our Fiery and inkjet businesses during the current quarter.” … “For the second quarter of 2008, the Company expects revenues in the range of $141 million to $147 million.” … “For the second quarter of 2008, the Company expects non-GAAP earnings per share of $0.20 to $0.24.” … “For the second quarter of 2008, the Company expects a GAAP income per share of $0.00 to $0.04.” … “For the second quarter of 2008, the Company expects a non-GAAP tax rate of 24% to 25%.” … “GAAP net income outlook includes an estimated charge related to non-cash based stock compensation expense. This estimate is subject to change. Both the non-GAAP and the GAAP earnings estimates include the 9.1 million shares related to the Company’s contingently convertible debt when dilutive to earnings.” … In addition, non-GAAP net income is among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with or an alternative for GAAP and may be materially different from non-GAAP measures used by other companies.”

Past performance is not necessarily indicative of future results. Forward-looking statements are subject to certain risks and uncertainties that could cause our actual future results to differ materially, or cause a material adverse impact on our results, which include, but are not necessarily limited to, the following: (1) management’s ability to forecast revenues, expenses and earnings, especially on a quarterly basis; (2) unexpected declines in revenues or increases in expenses; (3) any additional costs and expenses related to the investigation into the Company’s past stock option grants and stock option grant practices; (4) the restatement of or significant adjustments to the Company’s reported historical results for prior periods; (5) the potential adverse impact of litigation relating to the Company’s past stock grants and stock option practices; (6) the possibility of additional litigation and governmental actions relating to our past stock grants and stock option practices; (7) current world-wide financial, economic and political difficulties and downturns, including adverse variations in foreign exchange rates, that could affect demand for our products; (8) a significant decline or delay in demand for our products by any of our important OEM partners; (9) the unpredictability of development schedules and commercialization of the products manufactured and sold by our OEM partners; (10) variations in growth rates or declines in the printing and imaging markets across various geographic regions; (11) changes in historic customer order patterns, including changes in customer and channel inventory levels; (12) changes in the mix of products sold leading to variations in operating results; (13) the uncertainty of market acceptance of new product introductions; (14) delays in product deliveries that cause quarterly revenues and income to fall significantly short of anticipated levels; (15) competition and/or market factors, which may adversely affect margins; (16) competition in each of our businesses, including competition from products internally developed by EFI’s customers; (17) excess or obsolete inventory and variations in inventory valuation; (18) intense competition in the industrial and

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commercial digital inkjet market; (19) the uncertainty of continued success in technological advances, including development and implementation of new processes and strategic products; (20) the challenges of obtaining timely, efficient and quality product manufacturing; (21) litigation involving intellectual property rights or other related matters; (22) our ability to adequately and timely service our debt; (23) our ability to successfully integrate acquired businesses, without operational disruption to our existing businesses; (24) the potential that investments in new business strategies and initiatives could disrupt the Company’s ongoing businesses and may present risks not originally contemplated; (25) the potential loss of sales, unexpected costs or adverse impact on relations with customers or suppliers as a result of acquisitions; (26) differences between the financial results as filed with the SEC and the preliminary results included in our earnings press releases due to the complexity in accounting rules; and (27) any other risk factors that may be included from time to time in the Company’s SEC reports.

EFI undertakes no obligation to update information contained in this press release. For further information regarding risks and uncertainties associated with EFI’s businesses, please refer to the section entitled “Factors That Could Adversely Affect Performance” in the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and its quarterly reports on Form 10-Q, copies of which may be obtained by contacting EFI’s Investor Relations Department by phone at 650-357-3828 or by email at investor.relations@efi.com or EFI’s Investor Relations website at http://www.efi.com.

About Electronics for Imaging, Inc. / EFI

EFI (www.efi.com) is the world leader in color digital print servers, super-wide format printers and inks, and commercial and enterprise print management solutions. EFI’s award-winning solutions, integrated from creation to print, deliver increased performance, cost savings and productivity. The Company’s robust product portfolio includes Fiery^® digital color print servers; super-wide digital inkjet printers, UV and solvent inks; industrial inkjet printing systems, print production workflow and management information software; and corporate printing solutions. EFI maintains 23 offices worldwide.

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Electronics for Imaging, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2008			2007
Revenue	$	136,604		$	147,831
Cost of revenue		59,402			59,490
Gross profit		77,202			88,341
Operating expenses:
Research and development		36,585			35,753
Sales and marketing		28,734			27,571
General and administrative		13,503			20,288
Restructuring and severance		5,492			—
Amortization of identified intangibles		7,196			8,655
Total operating expenses		91,510			92,267
Loss from operations		(14,308	)		(3,926	)
Interest and other income, net:
Interest and other income		7,372			7,251
Interest expense		(1,251	)		(1,250	)
Total interest and other income, net		6,121			6,001
Income (loss) before income taxes		(8,187	)		2,075
Benefit from income taxes		2,739			60
Net income (loss)	$	(5,448	)	$	2,135
Fully Diluted EPS calculation
Net income (loss)	$	(5,448	)	$	2,135
After-tax adjustment of convertible debt-related costs		—			—
Income (loss) for purposes of computing diluted net income per share		(5,448	)		2,135
Net income (loss) per diluted common share	$	(0.10	)	$	0.04
Shares used in diluted per share calculation		53,783			59,135

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Reconciliation of GAAP Net Income to Non-GAAP Net Income

(In thousands, except per share data) (unaudited)

	Three Months Ended March 31,
	2008			2007
Net income (loss)	$	(5,448	)	$	2,135
Acquisition and intangible amortization costs		7,196			10,354
Restructuring and severance costs – Operating expenses		5,492			—
Restructuring and severance costs – Cost of revenue		30			—
Stock option review costs		1,060			5,059
Stock based compensation expense – Cost of revenue		946			645
Stock based compensation expense – Research and development		3,979			3,048
Stock based compensation expense – Sales and marketing		1,876			1,306
Stock based compensation expense – General and administrative		3,112			3,242
Tax effect of non-GAAP adjustments		(6,460	)		(6,235	)
Non-GAAP net income	$	11,783		$	19,554
After-tax adjustment of convertible debt-related expense		750			750
Income for purposes of computing diluted non-GAAP net income per share	$	12,533		$	20,304
Non-GAAP net income per diluted common share	$	0.20		$	0.30
Shares used in per share calculation		63,610			68,219

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Electronics for Imaging, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

	March 31, 2008		December 31, 2007
Assets
Cash, cash equivalents and short-term investments	$	477,426	$	499,852
Accounts receivable, net		97,054		101,955
Inventories, net		40,884		39,949
Other current assets		21,498		15,844
Total current assets		636,862		657,600
Property and equipment, net		59,440		57,604
Restricted investments		88,580		88,580
Goodwill		212,355		211,780
Intangible assets, net		79,499		86,554
Other assets		43,090		55,621
Total assets	$	1,119,826	$	1,157,739
Liabilities & Stockholders’ equity
Accounts payable	$	41,324	$	42,262
Convertible debt		240,000		240,000
Accrued and other liabilities		85,098		96,765
Income taxes payable		6,194		7,896
Total current liabilities		372,616		386,923
Long term taxes payable		22,512		26,820
Total liabilities		395,128		413,743
Total stockholders’ equity		724,698		743,996
Total liabilities and stockholders’ equity	$	1,119,826	$	1,157,739

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Revenue Break-Down

(in thousands) (unaudited)

	Three Months Ended March 31,
	2008		2007
Revenue by Product
Controller products	$	68,318	$	86,635
Inkjet products		53,385		48,094
Professional printing applications		14,901		13,102
Total	$	136,604	$	147,831
Revenue by Geographic Area
Americas	$	71,635	$	79,653
EMEA		48,411		47,172
Japan		11,823		17,196
All other		4,735		3,810
Total	$	136,604	$	147,831

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EX-99.2

EXHIBIT 99.2

EFI Announces Changes to Board of Directors

Foster City, Calif. - April 23, 2008 – Electronics For Imaging, Inc. (“EFI”) (Nasdaq: EFII), the world leader in customer-focused digital printing innovation, today announced changes to its board of directors. Dr. Richard Kashnow, former chairman, chief executive officer and president of Raychem, and Thomas Georgens, president and chief operating officer of NetApp, are newly appointed members of the board. Christopher Paisley, dean’s executive professor of Accounting and Finance at Santa Clara University’s Leavey School of Business, has decided not to stand for re-election to the EFI board of directors at the company’s next annual meeting of stockholders, expected to be held on May 20, 2008.

“We are very pleased to add Richard and Tom to our board of directors, bringing to us their several decades of diverse and extensive business and technical experience. We are confident that they will strongly contribute in maintaining EFI’s leadership in innovation and market share in digital printing,” said Guy Gecht, EFI CEO. “We thank Chris for his invaluable insight and contributions to EFI; we’re grateful for everything he has done for the company over the last four years.”

Kashnow’s corporate career began with 17 years with GE, culminating there in his role as general manager of GE Lighting’s quartz and chemical products business. Kashnow recently retired as president of Tyco Ventures, a venture capital unit he established for Tyco International. In the intervening years, Kashnow served as chairman, chief executive officer, and president of Raychem, a $1.8B technology company specializing in electronic components and engineered materials. Prior to Raychem, Kashnow held executive positions with Manville Corporation, where he became president of its $1B building products and engineered materials subsidiary, Schuller Corporation. Kashnow holds a bachelor’s degree in physics from Worcester Polytechnic Institute and a doctorate in solid-state physics from Tufts University. He also served as an officer in the U.S. Army.

Georgens is president and chief operating officer of $3B Silicon Valley storage technology company NetApp, a company, which, like EFI, provides hardware and software sold directly, via channels and on an OEM basis. Georgens has also served as NetApp’s executive vice president of product operations and as executive vice president and general manager of enterprise storage systems. Prior to joining NetApp, Georgens was with Engenio, a subsidiary of Silicon Valley’s $4.9B LSI Logic, for nine years, the last two as CEO. Prior to Engenio, Georgens was with information infrastructure solutions company EMC, serving in a variety of engineering and marketing positions over the course of 11 years. Georgens holds a bachelor of science and a master of engineering degree from Rensselaer Polytechnic Institute and a master’s degree from the F.W. Olin Graduate School of Business at Babson College.

With the addition of Kashnow and Georgens and Paisley’s departure, EFI’s board of directors will consist of seven members, five of which are independent. Additional information regarding EFI and the company’s current board of directors is available at www.efi.com.

About Electronics for Imaging, Inc. / EFI

EFI (www.efi.com) is the world leader in color digital print servers, super-wide format printers and inks, and commercial and enterprise print management solutions. EFI’s award-winning solutions, integrated from creation to print, deliver increased performance, cost savings and productivity. The Company’s robust product portfolio includes Fiery^® digital color print servers; super-wide digital inkjet printers, UV and solvent inks; industrial inkjet printing systems, print production workflow and management information software; and corporate printing solutions. EFI maintains 23 offices worldwide.

NOTE TO EDITORS: EFI, Fiery, VUTEk and Jetrion are registered trademarks of Electronics For Imaging, Inc. in the U.S. Patent and Trademark Office and/or certain other foreign jurisdictions. All other trademarks mentioned in this document are the property of their respective owners.

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