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): November 21, 2017 (November 15, 2017)
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.) |
6750 Dumbarton Circle
Fremont, California 94555
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 15, 2017, Electronics For Imaging, Inc. (the “Company”) received a notification letter (the “Letter”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company no longer complies with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the United States Securities and Exchange Commission. The Letter stated that, under NASDAQ rules, the Company has 60 calendar days to submit a plan to regain compliance, and that if the plan is accepted, NASDAQ could grant the Company an exception of up to 180 calendar days from the filing’s due date to regain compliance. The Letter has no immediate effect on the listing or trading of the Company’s common stock on the NASDAQ Global Select Market. On November 21, 2017, the Company issued a press release announcing the receipt of the Letter and providing an update on the status of its Quarterly Report for the fiscal quarter ended September 30, 2017. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release Dated November 21, 2017 – EFI Receives Nasdaq Notice Related to Delay in 10-Q Filing | |
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED NOVEMBER 21, 2017
| Exhibit No. |
Description | |
| 99.1 | Press Release Dated November 21, 2017 – EFI Receives Nasdaq Notice Related to Delay in 10-Q 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: November 21, 2017 | ELECTRONICS FOR IMAGING, INC. | |||||
| By: | /s/ Marc Olin | |||||
| Name: | Marc Olin | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
November 21, 2017
EFI Receives Nasdaq Notice Related to Delay in 10-Q Filing
FREMONT, Calif., Nov. 21, 2017 (GLOBE NEWSWIRE) — Electronics For Imaging, Inc. (Nasdaq:EFII), a world leader in customer-focused digital printing innovation, today announced that as expected the Company received a notification letter from Nasdaq stating that the Company is not in compliance with Nasdaq listing rule 5250(c)(1), which requires timely filing of reports with the U.S. Securities and Exchange Commission. The November 15, 2017 letter was sent as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ending September 30, 2017 (the “Form 10-Q”), which was due November 9, 2017, as previously reported in the Company’s Form 12b-25 filed with the SEC on November 13, 2017. The Nasdaq notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market. Under the Nasdaq rules, the Company has 60 days from the date of the notice either to file the Form 10-Q or to submit a plan to Nasdaq to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, EFI could be granted up to 180 days from the Form 10-Q’s due date to regain compliance.
The Company’s evaluation of certain accounting-related matters, which was previously announced on November 13, 2017 and November 14, 2017 in the Company’s Form 12b-25 and a Report on Form 8-K, respectively, has progressed significantly. Following the completion of the evaluation, the Company plans to file its Form 10-Q promptly.
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. Statements other than statements of historical fact including words such as “address”, “anticipate”, “believe”, “consider”, “continue”, “develop”, “estimate”, “expect”, “further”, “look”, and “plan” and statements in the future tense are forward looking statements. The statements in this press release that could be deemed forward-looking statements include statements regarding the Company’s strategy, plans, expectations regarding the scope or the outcome of the evaluation related to the accounting matter, the Company’s ability to file the Form 10-Q and achieve compliance with Nasdaq listing rules and any statements or assumptions underlying any of the foregoing.
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. Potential risks and uncertainties include, but are not necessarily limited to risk factors that may be included from time to time in the Company’s SEC reports.
The statements in this press release are made as of the date of this press release and are subject to revision until the Company will have filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. The Company 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 “Risk Factors” 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 www.efi.com.
About EFI
EFI™ is a global technology company, based in Silicon Valley, and is leading the worldwide transformation from analog to digital imaging. We are passionate about fueling customer success with products that increase competitiveness and boost productivity. To do that, we develop breakthrough technologies for the manufacturing of signage, packaging, textiles, ceramic tiles, and personalized documents, with a wide range of printers, inks, digital front ends, and a comprehensive business and production workflow suite that transforms and streamlines the entire production process. (www.efi.com)