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
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, 28th Floor
San Francisco, California 94111
(415) 984-8700
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
| $57,375,000 |
$3,202 | |
| * | Maximum valuation of the transaction. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2010, issued October 30, 2009, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. 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. |
| ¨ | 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: Not applicable. |
Filing Party: Not applicable. | |
| Form or Registration No.: Not applicable. |
Date Filed: Not applicable. |
| ¨ | 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 Tender Offer Statement on Schedule TO relates to the offer by Electronics For Imaging, Inc., a Delaware corporation (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”), a copy of which is attached hereto as Exhibit (a)(1)(i), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(ii). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
| ITEM 1. | SUMMARY TERM SHEET. |
The information set forth under the caption “Summary” in the Offer to Purchase is incorporated herein by reference.
| ITEM 2. | SUBJECT COMPANY INFORMATION. |
(a) Electronics For Imaging, Inc., a Delaware corporation, is the issuer of the securities subject to the Offer to Exchange. The Company maintains its registered office at 303 Velocity Way, Foster City, California 94404-4803. The Company’s telephone number is (650) 357-3500.
(b) The Information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares”) is incorporated herein by reference.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
(a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.
(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
| ITEM 4. | TERMS OF THE TRANSACTION. |
(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary”; |
| • | “Introduction”; |
| • | Section 1 (“Terms of the Offer”); |
| • | Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”); |
| • | Section 3 (“Procedures for Tendering Shares”); |
| • | Section 4 (“Withdrawal Rights”); |
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| • | Section 5 (“Purchase of Shares and Payment of Purchase Price”); |
| • | Section 6 (“Conditional Tender of Shares”); |
| • | Section 7 (“Conditions of the Tender Offer”); |
| • | Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); |
| • | Section 14 (“Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders”); and |
| • | Section 15 (“Extension of the Tender Offer; Termination; Amendment”). |
(b) The information in the “Introduction” to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| ITEM 5. | PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS. |
(e) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
(a), (b) and (c)(1)-(10) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”) is incorporated herein by reference.
| ITEM 7. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
(a) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Section 7 (“Conditions of the Tender Offer”) is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.
| ITEM 8. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
(a) and (b) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| ITEM 9. | PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. |
(a) The information set forth in the Offer to Purchase under Section 16 (“Fees and Expenses”) is incorporated herein by reference.
| ITEM 10. | FINANCIAL STATEMENTS. |
Not applicable.
| ITEM 11. | ADDITIONAL INFORMATION. |
(a) The information set forth in the Offer to Purchase under Section 10 (“Information about Electronics For Imaging, Inc.”), Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 12 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.
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| 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, EFI’s Chief Financial Officer, dated November 20, 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. | |
| * | Filed herewith. |
| (1) | Incorporated by reference to Exhibit 99.2 to EFI’s Current Report on Form 8-K (SEC File No. 000-18805) filed with the SEC on October 28, 2009. |
| ITEM 13. | INFORMATION REQUIRED BY SCHEDULE 13E-3. |
(a) Not applicable.
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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: November 20, 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, EFI’s Chief Financial Officer, dated November 20, 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. | |
| * | Filed herewith. |
| (1) | Incorporated by reference to Exhibit 99.2 to EFI’s Current Report on Form 8-K (SEC File No. 000-18805) filed with the SEC on October 28, 2009. |