UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
ELECTRONICS FOR IMAGING, INC.
-----------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
-----------------------------
(Title of Class of Securities)
286082102
---------
(CUSIP Number)
Gregory D. Hitchan
Blum Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2009
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 17
CUSIP NO. 286082102 SCHEDULE 13D Page 2 of 17
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1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3205364
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* See Item 3
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
------------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 3 of 17
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1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-2967812
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
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3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
------------------------------------------------------------------------------
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 4 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 04-3809436
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
-----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 5 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 02-0742606
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 6 of 17
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1. NAME OF REPORTING PERSON BLUM STRATEGIC GP IV, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 26-0588693
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
-----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 7 of 17
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 26-0588732
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 4,619,906**
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 4,619,906**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,619,906**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%**
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
-----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 8 of 17
Item 1. Security and Issuer
----------------------------
This Amendment No. 4 amends the Statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission (the "Commission")
on October 22, 2008 by Blum Capital Partners, L.P., a California limited
partnership, ("Blum LP"); Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."); Blum Strategic GP III, L.L.C., a Delaware
limited liability company ("Blum GP III"); Blum Strategic GP III, L.P., a
Delaware limited partnership ("Blum GP III LP"); Blum Strategic GP IV, L.L.C.,
a Delaware limited liability company ("Blum GP IV"); Blum Strategic GP IV,
L.P., a Delaware limited partnership ("Blum GP IV LP") and Saddlepoint
Partners GP, L.L.C., a Delaware limited liability company ("Saddlepoint GP")
(collectively, the "Reporting Persons").
This Amendment No. 4 relates to shares of common stock, $0.01 par value per
share (the "Common Stock") of Electronics for Imaging, Inc., a Delaware
corporation (the "Issuer"). The principal executive office and mailing
address of the Issuer is 303 Velocity Way, Foster City, CA 94404.
The following amendments to the Schedule 13D are hereby made by this
Amendment No. 4. Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed to them in the Schedule 13D as previously amended.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is being filed by Blum Capital Partners, L.P., a California
limited partnership, ("Blum LP"); Richard C. Blum & Associates, Inc., a
California corporation ("RCBA Inc."); Blum Strategic GP III, L.L.C., a
Delaware limited liability company ("Blum GP III"); Blum Strategic GP III,
L.P., a Delaware limited partnership ("Blum GP III LP"); Blum Strategic GP IV,
L.L.C., a Delaware limited liability company ("Blum GP IV"); and Blum
Strategic GP IV, L.P., a Delaware limited partnership ("Blum GP IV LP");
(collectively, the "Reporting Persons").
Blum LP is a California limited partnership whose principal business is
acting as general partner for investment partnerships and providing
investment advisory services. Blum LP is an investment advisor registered
with the Securities and Exchange Commission. The sole general partner of
Blum LP is RCBA Inc.
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 9 of 17
The principal business office address of Blum LP and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California 94133. The names
of the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizenship Principal Occupation
Office Held Address or Employment
-------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
President, Suite 400 Blum LP
Chairman & Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. USA and Managing Partner,
Managing Partner Suite 400 Norway Blum LP
& Director San Francisco, CA 94133
Gregory L. Jackson 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
John H. Park 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
Arthur C. Young 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
Douglas J. Dossey 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief
Partner, Chief Suite 400 Operating Officer,
Operating Officer, San Francisco, CA 94133 General Counsel and
General Counsel and Secretary, Blum LP
Secretary
David H.S. Chung 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 10 of 17
Name and Business Citizenship Principal Occupation
Office Held Address or Employment
-------------------- ----------------------- --------- --------------------
Nadine F. Terman 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
Jane J. Su 909 Montgomery St. USA Partner,
Partner Suite 400 Blum LP
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Partner, Chief Suite 400 Financial Officer,
Financial Officer, San Francisco, CA 94133 Blum LP
Assistant Secretary
& Director
Blum GP III is a Delaware limited liability company whose principal business
is acting as the general partner of Blum GP III LP, a Delaware limited
partnership, whose principal business is acting as the general partner of
Blum Strategic Partners III, L.P. ("Blum Strategic III"), whose principal
office is 909 Montgomery Street, Suite 400, San Francisco, California 94133.
The principal business office address of Blum GP III and Blum GP III LP is
909 Montgomery Street, Suite 400, San Francisco, California 94133. The names
of the managing members and members of Blum GP III, their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ----------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. USA and Managing Partner,
Managing Member Suite 400 Norway Blum LP
San Francisco, CA 94133
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 11 of 17
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ----------------------- --------- -------------------
Gregory L. Jackson 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
John H. Park 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Arthur C. Young 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Douglas J. Dossey 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief
Managing Member Suite 400 Operating Officer,
San Francisco, CA 94133 General Counsel and
Secretary, Blum LP
David H.S. Chung 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Nadine F. Terman 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Jane J. Su 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Member Suite 400 Financial Officer,
San Francisco, CA 94133 Blum LP
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 12 of 17
Blum GP IV is a Delaware limited liability company whose principal business is
acting as the general partner of Blum GP IV LP, a Delaware limited
partnership, whose principal business is acting as the general partner of Blum
Strategic Partners IV, L.P. ("Blum Strategic IV"), whose principal office is
909 Montgomery Street, Suite 400, San Francisco, California 94133.
The principal business office address of Blum GP IV and Blum GP IV LP is
909 Montgomery Street, Suite 400, San Francisco, California 94133. The names
of the managing members and members of Blum GP IV, their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ----------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. USA and Managing Partner,
Managing Member Suite 400 Norway Blum LP
San Francisco, CA 94133
Gregory L. Jackson 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
John H. Park 909 Montgomery St. USA Partner,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Arthur C. Young 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Douglas J. Dossey 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Gregory D. Hitchan 909 Montgomery St. USA Partner, Chief
Managing Member Suite 400 Operating Officer,
San Francisco, CA 94133 General Counsel and
Secretary, Blum LP
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 13 of 17
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ----------------------- --------- -------------------
David H.S. Chung 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Nadine F. Terman 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Jane J. Su 909 Montgomery St. USA Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Marc T. Scholvinck 909 Montgomery St. USA Partner & Chief
Member Suite 400 Financial Officer,
San Francisco, CA 94133 Blum LP
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Considerations
-----------------------------------------------------------
There have been no changes to Item 3 since the Schedule 13D Amendment filed on
January 23, 2008.
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 14 of 17
Item 4. Purpose of Transaction
-------------------------------
Item 4 is hereby amended and restated in its entirety with the following:
The purpose of the acquisition of the Common Stock is for investment, and the
acquisitions of the Common Stock were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or
dispose of the Common Stock, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional
Common Stock or dispose of any or all of its Common Stock depending upon an
ongoing evaluation of the investment in the Common Stock, prevailing market
conditions, other investment opportunities, liquidity requirements of the
Reporting Persons and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage
in communications with one or more shareholders of the Issuer, one or more
officers of the Issuer and/or one or more members of the board of directors of
the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations. The Reporting Persons
may discuss ideas that, if effected may result in any of the following: the
acquisition by persons of additional Common Stock of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in
the board of directors or management of the Issuer.
On September 28, 2009, Blum L.P. sent a letter to the Board of Directors of
the Issuer (the "Blum Letter"). The Blum Letter is attached hereto as Exhibit
B, and is incorporated by reference herein in its entirety.
Except to the extent the foregoing may be deemed a plan or proposal, none of
the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 15 of 17
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a), (b) According to the Issuer's Form 10-Q filed with the Securities and
Exchange Commission on August 10, 2009, there were 49,228,534 shares of
Common Stock issued and outstanding as of July 28, 2009. Based on such
information, after taking into account the transactions described in Item 5(c)
below, the Reporting Persons report beneficial ownership of the following
shares of Common Stock: (i) 870,747 shares of Common Stock held by Blum LP
and RCBA Inc. on behalf of the limited partnerships for which Blum LP serves
as the general partner, which represents 1.8% of the outstanding shares of the
Common Stock; (ii) 2,593,043 shares of the Common Stock held by Blum GP III
which serves as general partner of Blum GP III LP which, in turn, serves as
the general partner of Blum Strategic III, which represents 5.3% of the
outstanding shares of the Common Stock; (iii) 980,000 shares of the Common
Stock held by Blum GP IV, which serves as general partner of Blum GP IV LP
which, in turn, serves as the general partner of Blum Strategic IV, which
represents 2.0% of the outstanding shares of the Common Stock; and (iv) 88,058
shares of the Common Stock that are legally owned by The Nuclear
Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion
Connecticut"), which represents 0.2% of the outstanding shares of the Common
Stock and 88,058 shares of the Common Stock that are legally owned by Virginia
Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia
Electric"), which represents 0.2% of the outstanding shares of the Common
Stock (collectively, the "Investment Advisory Clients"), with respect to which
Blum LP has voting and investment power. Each Investment Advisory Client has
entered into an investment management agreement with Blum LP, but neither
Investment Advisory Client has any contract, arrangement or understanding with
the other Investment Advisory Client, or any other Reporting Person, with
respect to the acquisition, ownership, disposition or voting of any shares of
the Common Stock. Each Investment Advisory Client disclaims membership in a
group with any Reporting Person or with the other Investment Advisory Client,
and each disclaims beneficial ownership of any shares beneficially owned by
the Reporting Persons other than for their own account.
Voting and investment power concerning the above shares are held solely by
Blum LP, Blum GP III and Blum GP IV. The Reporting Persons therefore may be
deemed to be members in a group, in which case the group would be deemed to
have beneficial ownership of an aggregate of 4,619,906 shares of the Common
Stock, which is 9.4% of the outstanding Common Stock. As the sole general
partner of Blum LP, RCBA Inc. is deemed the beneficial owner of the securities
over which Blum LP has voting and investment power. The filing of this
Schedule shall not be construed as an admission that any of the shareholders,
directors or executive officers of RCBA Inc. or the managing members and
members of Blum GP III, Blum GP III LP, Blum GP IV and Blum GP IV LP, is, for
any purpose, the beneficial owner of any of the securities that are
beneficially owned by RCBA Inc., Blum GP III LP, Blum GP III, Blum GP IV or
Blum GP IV LP.
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 16 of 17
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
-----------------------------------------------------------------------------
There have been no changes to Item 6 since the initial Schedule 13D filed on
February 12, 2007.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A - Joint Filing Undertaking
Exhibit B - Blum Letter dated September 28, 2009
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 17 of 17
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 28, 2009
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Partner, Chief Operating Officer, Partner, Chief Operating Officer,
General Counsel and Secretary General Counsel and Secretary
BLUM STRATEGIC GP III, L.L.C. BLUM STRATEGIC GP III, L.P.
By: Blum Strategic GP III, L.L.C.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Managing Member Managing Member
BLUM STRATEGIC GP IV, L.L.C. BLUM STRATEGIC GP IV, L.P.
By: Blum Strategic GP IV, L.L.C.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Managing Member Managing Member
* * * * *
CUSIP NO. 286082102 SCHEDULE 13D Page 1 of 1
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: September 28, 2009
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Partner, Chief Operating Officer, Partner, Chief Operating Officer,
General Counsel and Secretary General Counsel and Secretary
BLUM STRATEGIC GP III, L.L.C. BLUM STRATEGIC GP III, L.P.
By: Blum Strategic GP III, L.L.C.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Managing Member Managing Member
BLUM STRATEGIC GP IV, L.L.C. BLUM STRATEGIC GP IV, L.P.
By: Blum Strategic GP IV, L.L.C.
its General Partner
By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan
------------------------------- -------------------------------
Gregory D. Hitchan Gregory D. Hitchan
Managing Member Managing Member
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CUSIP NO. 286082102 SCHEDULE 13D Page 1 of 3
Exhibit B
September 28, 2009
Board of Directors
Electronics For Imaging, Inc.
Dear Gentlemen,
Blum Capital Partners ("BCP") has been a long-term shareholder of Electronics
For Imaging, Inc. ("EFII") having initially established our investment in
February, 2005. Since that time, we believe we have enjoyed a constructive
relationship with the management and the Board, often sharing our ideas
surrounding various capital allocation and capital structure decisions.
As you are aware, since the announced sale of the company's real estate
assets, BCP has advocated that the company consider returning capital to
shareholders via a special dividend. Today, we are formally requesting that
EFII return $100 million, or roughly $2 per share, to equity owners through a
one-time dividend as soon as reasonably practicable. We believe the company
can accomplish this without compromising the company's liquidity, financial
flexibility, acquisition strategy or investments for growth. Indeed, the
$100mm is merely equivalent to the after tax proceeds from the real estate
transaction closed earlier this year and represents capital that the company
would not otherwise have accessed if the transaction had not been consummated.
Thus, we believe the entire amount of realized, after-tax proceeds from this
sale can be viewed as excess liquidity. In fact, throughout the company's
history, even before the sale of the real estate assets, EFII has always had
excess cash on its balance sheet despite investments in its own research and
development, numerous acquisitions both large and small, and service of debt
or debt-like obligations. We note that this statement has been true in both
periods of economic expansion and economic contraction. As an example, even
after using $15.5 million of cash from operations for the first six months of
2009 during arguably the worst economic environment the company has ever
faced, EFII still has approximately $279 million of cash and short-term
investments and no debt. We believe the company will begin to generate cash
from operations in the very near term as the economy stabilizes, and thus
returning $100 million to shareholders via a special dividend would still
leave the company with an ample balance of $179 million that would continue to
grow in the future.
When we discussed our thoughts regarding using excess cash to make a special
dividend with management in the past, we were assured that management and the
Board would consider returning capital but more likely through a share
repurchase program. Ordinarily, BCP is in favor of share repurchases over
dividends if: (1) we believe the difference between the company's intrinsic
value and the current market value is large, and (2) the company's trading
liquidity is sufficient such that a substantial amount of shares can be bought
back in a reasonable period of time. Clearly, when the stock was trading in
the $8 to $9 range during most of the December, 2008 quarter, with cash of $4
per share and another $2 of cash per share pending from the prospective sale
of the real estate assets, there was a strong argument that a share repurchase
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CUSIP NO. 286082102 SCHEDULE 13D Page 2 of 3
was better for shareholders than a special dividend. However, our concern
regarding the share repurchase was the company's inability to execute such a
program in a reasonable time frame given the relatively illiquid trading of
the company's stock, in part due to a handful of large, long-term shareholders
such as BCP who do not actively trade their positions. Nevertheless, we were
willing to entertain management's proposal for undertaking an accelerated
share repurchase ("ASR") program, whereby an investment bank, UBS in this
instance, actively attempts to buy shares in the open market on behalf of the
company. Thus, we have been patient throughout this year in order to gauge the
company's progress with the share repurchase program before reaching any
definitive conclusion.
Today, we are more convinced than ever that a special dividend to return
excess capital from the real estate divestiture is a superior method of
maximizing value for shareholders. Firstly, having closed on the real estate
transaction, along with an improved environment in the capital markets, EFII's
share price has appreciated approximately 19% year-to-date. The delta between
fair value and current market value is nowhere near as large as it was in the
fourth quarter of 2008. Secondly, in nine months, the company's ASR program
has bought back only $30 million of stock (approximately 5% of the market
capitalization) due to the lack of liquidity, and going forward faces a
repurchase price of $11 to $12 versus the previous $8 to $9, or roughly 35%
higher. A special dividend of $2 (effectively yielding an 18% return), by
contrast, could be accomplished immediately, with no liquidity constraints
posed by the small trading float of the stock and with complete disregard to
the per share price in execution. Moreover, we note that while the company's
current share repurchase program involves fee and/or commissions, a special
dividend requires no ancillary costs for the company to execute.
A final point: we feel it is critical to state that in our own experience
serving on corporate boards, the fiduciary obligation of directors is to
shareholders, not option holders. EFII has various stakeholders who receive
equity options as consideration for compensation, including, of course,
company management and board members. While the benefits of a share repurchase
program inure not only to shareholders but also to option holders, generally a
special dividend benefits stockholders exclusively (unless option strike
prices are provisioned to reset following a dividend payment). We understand
and appreciate this potential conflict of interest, but remain firm in our
belief that shareholders' interest supersede those of option holders, and
expect all of our portfolio companies to act accordingly in their governance.
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CUSIP NO. 286082102 SCHEDULE 13D Page 3 of 3
We conclude by respectfully requesting that the company and its Board of
Directors listen to its shareholders and distribute to them a $2 special
dividend immediately. We believe our rationale outlined above is persuasive
and that the vast majority of shareholders support such a return of capital.
If the Board or management would like to discuss this further, we would be
delighted to do so. Thank you for your attention and consideration.
Sincerely,
/s/ John H. Park
John H. Park
Partner, Co-Chief Investment Officer
Blum Capital Partners, L.P.