SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Electronics For Imaging, Inc.

(Name of Subject Company (Issuer))

Electronics For Imaging, Inc.

(Name of Filing Person (Offeror))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

286082102

(CUSIP Number of Class of Securities)

John Ritchie

Electronics For Imaging, Inc.

303 Velocity Way

Foster City, California 94404-4803

(650) 357-3500

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of the Filing Person)

With a copy to:

C. Brophy Christensen, Esq.

O’Melveny & Myers LLP

Two Embarcadero Center, 28^th Floor

San Francisco, California 94111

(415) 984-8700

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$70,000,000	$4,103

* Maximum valuation of the transaction.

** The amount of the filing fee equals: (i) $55.80 per $1,000,000 of the aggregate amount of the maximum valuation of the transaction (i.e., $57,375,000), which was previously paid with the initial filing of the Schedule TO on November 20, 2009, as calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, and Fee Rate Advisory #3 for fiscal year 2010, issued on October 30, 2009; and (ii) $71.30 per $1,000,000 of the aggregate amount of the additional amount of shares being repurchased (i.e., $12,625,000), which was previously paid with the filing of Amendment No. 2 to Schedule TO on December 21, 2009, as calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, and Fee Rate Advisory #4 for fiscal year 2010, issued on December 17, 2009. The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

x 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: $3,202	Filing Party: Electronics For Imaging, Inc.
Form or Registration No.: Schedule TO	Date Filed: November 20, 2009
Amount Previously Paid: $901	Filing Party: Electronics For Imaging, Inc.
Form or Registration No.: Amendment No. 2 to Schedule TO	Date Filed: December 21, 2009

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

INTRODUCTION

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (the “Original Schedule TO”) originally filed by Electronics For Imaging, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 20, 2009, as amended by that certain Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on December 4, 2009 (“Amendment No. 1”) and that certain Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the SEC on December 21, 2009 (“Amendment No. 2” and, together with the Original Schedule TO and Amendment No. 1, the “Schedule TO”). The Schedule TO relates to the offer (the “Offer”) by the Company to purchase up to 4,500,000 shares of its common stock, par value $0.01 per share, at a price not greater than $12.75 nor less than $11.25 per share (in multiples of $0.10 per share), to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 20, 2009 (the “Offer to Purchase”), the related Letter of Transmittal (the “Letter of Transmittal”) and other related tender offer materials.

Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on Schedule TO.

The Offer expired at 12:00 midnight, New York City time, on December 18, 2009. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended.

ITEM 11. ADDITIONAL INFORMATION.

Item 11(a) of the Schedule TO is hereby amended and supplemented by adding the following:

On December 24, 2009, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, on December 18, 2009. A copy of the press release is filed as Exhibit (a)(1)(xi) to the Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

Exhibit Number	Description
(a)(1)(i)*	Offer to Purchase, dated November 20, 2009.
(a)(1)(ii)*	Letter of Transmittal.
(a)(1)(iii)*	Notice of Guaranteed Delivery.
(a)(1)(iv)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 20, 2009.
(a)(1)(v)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 20, 2009.
(a)(1)(vi)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(vii)	Press Release, dated October 28, 2009. (1)
(a)(1)(viii)*	Press Release, dated November 20, 2009.
(a)(1)(ix)*	Email to all employees from John Ritchie, the Company’s Chief Financial Officer, dated November 20, 2009.
(a)(1)(x)**	Press Release, dated December 21, 2009.
(a)(1)(xi)***	Press Release, dated December 24, 2009.
(a)(2)	Not applicable.
(a)(3)	Not applicable.

2

(a)(4)	Not applicable.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed with the Schedule TO.

** Previously filed with Amendment No. 2 to Schedule TO.

*** Filed herewith.

(1) Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (SEC File No. 000-18805) filed with the SEC on October 28, 2009.

3

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.

Dated: December 24, 2009	Electronics For Imaging, Inc.
	By:	/s/    JOHN RITCHIE
	Name:	John Ritchie
	Title:	Chief Financial Officer

INDEX OF EXHIBITS

Exhibit Number	Description
(a)(1)(i)*	Offer to Purchase, dated November 20, 2009.
(a)(1)(ii)*	Letter of Transmittal.
(a)(1)(iii)*	Notice of Guaranteed Delivery.
(a)(1)(iv)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 20, 2009.
(a)(1)(v)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 20, 2009.
(a)(1)(vi)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(vii)	Press Release, dated October 28, 2009. (1)
(a)(1)(viii)*	Press Release, dated November 20, 2009.
(a)(1)(ix)*	Email to all employees from John Ritchie, the Company’s Chief Financial Officer, dated November 20, 2009.
(a)(1)(x)**	Press Release, dated December 21, 2009.
(a)(1)(xi)***	Press Release, dated December 24, 2009.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed with the Schedule TO.

** Previously filed with Amendment No. 2 to Schedule TO.

*** Filed herewith.

(1) Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (SEC File No. 000-18805) filed with the SEC on October 28, 2009.

EX-99.(A)(1)(XI)

Exhibit (a)(1)(xi)

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

EFI ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER

Foster City, Calif. – December 24, 2009 – Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer-focused digital printing innovation, announced today the final results of its previously announced modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, on December 18, 2009.

Based on the final count provided by Mellon Investor Services LLC, the depositary for the tender offer, 8,326,662 shares were validly tendered and delivered and not withdrawn in connection with the tender offer. EFI accepted for purchase 5,490,196 shares, at a price of $12.75 per share, for a total cost of approximately $70 million, excluding fees and expenses related to the tender offer. The number of shares accepted for purchase includes the 4,500,000 shares that EFI initially offered to purchase plus an additional 990,196 shares resulting from the exercise of its option to purchase up to an additional 2% of its outstanding shares of common stock. Because the tender offer was oversubscribed, EFI accepted shares tendered on a pro rata basis as provided in the Offer to Purchase with a proration factor of approximately 65.9% for all tendered shares except for the odd lot shares, in the amount of 2,246 shares, that were accepted without proration, in accordance with the terms of the tender offer.

EFI expects to have approximately 44.5 million shares of its common stock outstanding as of the time immediately following payment for the accepted shares. Accordingly, the number of shares of EFI common stock will have been reduced by approximately 11%.

The dealer manager for the offer is Morgan Stanley & Co. Inc. Questions concerning the tender offer may be directed to Morgan Stanley & Co. Inc. at (888) 721-8777. The information agent for the tender offer is Mellon Investor Services LLC. Any questions concerning the tender offer can be directed to the information agent by calling (201) 680-6579 (banks and brokerage firms) or (866) 281-4269 (all others toll free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EFI COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT EFI DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER.

EFI’s stockholders may obtain these documents free of charge at the SEC’s website at www.sec.gov, or at the SEC’s public reference room located at 100 F Street, N.E., Washington, DC 20549. In addition, EFI’s stockholders may also request copies of the Schedule TO, as amended, the Offer to Purchase, the Letter of Transmittal and other related materials filed with the SEC free of charge by contacting Mellon Investor Services LLC, the information agent for the tender offer.

About EFI

EFI (www.efi.com) is a world leader in customer-focused digital printing innovation. 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; VUTEk^® superwide digital inkjet printers, UV and solvent inks; Rastek UV wide-format inkjet printers; Jetrion^® industrial inkjet printing systems; print production workflow and management information software; and corporate printing solutions. EFI maintains 23 offices worldwide.