UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Printcafe Software, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
742562 10 1
(CUSIP Number)
James Etheridge
General Counsel
Electronics For Imaging, Inc.
303 Velocity Way
Foster City, California 94404
Telephone (650) 357-3570
Facsimile (650) 357-3776
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 2003
(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 Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(1) 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 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).
CUSIP No. 742562 10 1 13D
1 NAME OF REPORTING PERSONS:
Electronics for Imaging, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 94-3086355
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E). [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,226,574
8 SHARED VOTING POWER
1,899,475
9 SOLE DISPOSITIVE POWER
2,226,574
10 SHARED DISPOSITIVE POWER
1,899,475
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,126,049
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
14 TYPE OF REPORTING PERSON*
CO
2
This Amendment No. 3 relates to the Statement on Schedule 13D (the
"Schedule 13D") filed by Electronics for Imaging, Inc., a Delaware corporation
("EFI"), with respect to its beneficial ownership of (as determined under Rule
13d-3) of shares of Common Stock, par value $0.0001 per share (the "Common
Stock"), of Printcafe Software, Inc., a Delaware corporation ("Printcafe").
ITEM 4. PURPOSE OF TRANSACTION
EFI and Printcafe entered into a Stock Option Agreement, dated as of
February 13, 2003 (the "Option Agreement"). EFI entered into the Option
Agreement for the purpose of acquiring voting securities that would be voted, on
the record date for stockholder action in connection with the proposed Business
Combination (as defined below), in favor of the adoption of the definitive
merger agreement for the Business Combination. On June 11, 2003, EFI exercised,
in full, its right, under the Option Agreement, to acquire 2,126,574 shares of
Common Stock (the "Option Shares").
EFI proposed a business combination (the "Business Combination") with
Printcafe in which each outstanding share of Common Stock would be converted
into consideration valued at $2.60. EFI sent a letter to the board of directors
of the Company on January 22, 2003. By letter dated January 24, 2003, an
independent committee of the board of directors of Printcafe (the "Committee")
acknowledged receipt of EFI's January 22, 2003 proposal. On January 28, 2003,
EFI sent a letter to the Committee.
On February 13, 2003, counsel to EFI delivered a first draft of a merger
agreement (and ancillary documents) for the Business Combination to counsel for
the Committee. From February 13, 2003 to February 26, 2003, EFI, Printcafe and
the Committee (together with their respective representatives) negotiated the
terms of the Business Combination. On February 21, 2003, EFI's board of
directors approved the then current draft of the merger agreement and authorized
EFI's officers to execute and deliver a definitive merger agreement.
Early in the morning of February 26, 2003, the Agreement and Plan of
Merger, dated as of February 26, 2003 (the "Merger Agreement"), by and among
EFI, Strategic Value Engineering, Inc, a Delaware corporation and a wholly owned
subsidiary of EFI ("Merger Sub"), and Printcafe was executed and delivered by
the parties to the Merger Agreement.
The Merger Agreement provides for the merger (the "Merger") of Merger Sub
with and into Printcafe. Following the Merger, EFI may merge or liquidate the
surviving corporation or its subsidiaries. Following the Merger, EFI may sell,
transfer or otherwise dispose of a material portion of the assets of the
surviving corporation or its subsidiaries. Printcafe may terminate the Merger
Agreement if EFI does not purchase, on or before the record date for determining
Printcafe stockholders entitled to vote on the adoption of the Merger Agreement,
all of the shares which may be acquired pursuant to the Option Agreement.
Consummation of the Merger would also have the effects described in Items
4(d)-(i) of Schedule 13D as promulgated by the Securities and Exchange
Commission.
Concurrently with the execution of the Merger Agreement, EFI and several
stockholders of Printcafe entered into stockholders agreements (the
"Stockholders Agreements"). The form of the Stockholders Agreements is an
exhibit to the Merger Agreement. The purpose of the Stockholders Agreement is to
secure votes to support consummation of the transactions contemplated by the
Merger Agreement.
Other than as described above and in Item 6, EFI currently has no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D as promulgated by the Securities and Exchange
Commission (although EFI reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
EFI is the beneficial owner (under Rule 13d-3) of the Option Shares. EFI
is also the beneficial owner (under Rule 13d-3) of 1,899,475 shares of Common
Stock under the Stockholders Agreements (the "Stockholder Shares"). On April 22,
2003, EFI purchased 100,000 shares of Common Stock (the "Open Market Shares") in
an open market purchase at a price of $2.4716 per share, for a total cost
(including commission) of $250,666.45. The total of the Option Shares, the Open
Market Shares and the Stockholder Shares is 4,226,049 shares of Common Stock
Based on the number of shares that Printcafe reported to be outstanding as of
May 15, 2003 plus the additional shares which became outstanding as a result of
the issuance of the Option Shares, such shares represent beneficial ownership
(calculated pursuant to Rule 13d-3) of 32.33% of the Common Stock. Except as set
forth in this statement, to the knowledge of EFI, no director or executive
officer of EFI beneficially owns any other securities of Printcafe. The terms of
the Option Agreement and the Stockholders Agreements are disclosed in Item 6.
There have been no other transactions by EFI in securities of Printcafe
during the past sixty days. To the knowledge of EFI, there have been no
transactions by any director or executive officer of EFI in securities of
Printcafe during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Background
EFI and Printcafe held discussions with respect to a potential business
combination during November 2001. No agreement with respect to a transaction
between the parties arose out of those discussions. EFI continued to follow
developments with respect to Printcafe after the termination of those
discussions and from time to time held discussions with members of Printcafe's
management team. In December 2002, EFI engaged counsel in anticipation of
resuming efforts to affect a transaction with Printcafe.
On January 22, 2003, Creo, Inc. ("Creo") issued a press release stating
that it had entered into agreements to acquire additional shares of Common Stock
and that it was offering to acquire all remaining shares of Common Stock at a
price of $1.30 per share.
On January 22, 2003, EFI sent a letter to Printcafe's board of directors
proposing the Business Combination and on January 24, 2003, EFI sent a letter to
the Committee re-proposing the Business Combination.
The Committee's counsel notified EFI's counsel that the Committee was
considering EFI's proposal, including the adoption of a stockholders' rights
plan, but, that issuance of rights could be viewed as causing a technical
default under Printcafe's loan agreement with a subsidiary of Creo. EFI
subsequently notified the Committee that EFI would consider providing a standby
credit facility.
On February 6, 2003, EFI and Printcafe executed and delivered a
non-disclosure agreement (the "Nondisclosure Agreement"). During the period from
January 27, 2003 to February 13, 2003, EFI and
the Committee (together with their representatives) negotiated the terms upon
which EFI would be willing to extend the standby credit facility.
On February 13, 2003, Printcafe and EFI executed and delivered the Option
Agreement, a letter agreement (the "Standby Letter Agreement") providing for the
extension of credit by EFI to Printcafe, and a letter agreement (the "Letter
Agreement"), with respect to the terms upon which Printcafe can pursue alternate
proposals to the Business Combination.
On February 13, 2003, counsel to EFI delivered a first draft of a merger
agreement (and ancillary documents) for the Business Combination to counsel for
the Committee. From February 13, 2003 to February 26, 2003, EFI, Printcafe and
the Committee (together with their respective representatives) have negotiated
the terms of the Business Combination.
On February 19, 2003, Creo commenced an action (the "Creo Litigation") in
The Court of Chancery of the State of Delaware in and for New Castle County
captioned Creo, Inc. v. Printcafe Software, Inc., Electronics for Imaging, Inc.,
Mark D. Olin, Charles J. Billerbeck, Victor A. Cohen and Thomas J. Gill. Creo
requested a temporary restraining order with respect to (a) triggering,
exercising or otherwise giving effect to the stockholders' rights plan adopted
by Printcafe, (b) enforcing any action taken or to be taken by Printcafe "with
the intent or effect of impeding the operation of market forces in an open
bidding contest for Printcafe," (c) taking any steps or actions to enforce the
fee provided for in the Letter Agreement, (d) taking any steps or any actions to
enforce the Option Agreement, (e) taking any steps or actions to enforce the no
solicitation provisions of the Letter Agreement, (f) engaging in any "conduct
intended to cause or having the effect of causing Printcafe to forgo the
opportunity to explore and enter into economically more favorable transactions"
and (g) entering into, or purporting to enter into, a merger agreement between
EFI and Printcafe before the court finally rules on the action. On February 21,
2003 the court denied Creo's request.
On February 21, 2003, the Committee informed EFI that it had received an
offer from Creo to acquire Printcafe in a transaction in which the consideration
per share of Common Stock would be $3.00 "subject to an appropriate collar."
On February 23, 2003, the Committee informed EFI that Creo had
conditionally offered to acquire Printcafe in a transaction in which the only
offered consideration would be shares of Creo common stock valued at $4.00 per
share of Common Stock, subject to a 20% collar.
On February 24, 2003, EFI sent a letter to Printcafe modifying the
condition to EFI's obligation to loan funds to Printcafe for working capital
purposes. That letter agreement modified a condition to EFI's obligations in the
Credit Letter by extending the date by which EFI and Printcafe must have
executed and delivered a merger agreement from February 24, 2003 to March 1,
2003.
On the evening of February 24, 2003, representatives of the Committee
informed EFI that Creo had orally withdrawn its proposals. Creo subsequently
issued a press release to the same effect.
Early in the morning of February 26, 2003, the Merger Agreement was
executed and delivered by EFI, Merger Sub and Printcafe. Before the Nasdaq
National Market opened on February 26, 2003, EFI and Printcafe issued a press
release announcing the proposed Merger.
On March 29, 2003, Printcafe informed EFI that it had received a
non-binding indication of interest from a private equity firm with respect to a
potential business combination in which the consideration would be at least 10%
higher than the $2.60 per share consideration specified in the Merger Agreement.
The indication of interest was (a) subject to due diligence, (b) not binding and
(c) conditioned
on Creo retaining its equity investment in the surviving entity. On April 16,
2003, Printcafe informed EFI that the private equity firm advised Printcafe's
representatives that it was no longer interested in pursuing a business
combination with Printcafe based, in part, on the results of its discussions
with Creo.
On April 22, 2003, EFI purchased the Open Market shares in a transaction
executed through a brokerage firm using cash from its on-hand working capital
resources.
On June 11, 2003, EFI exercised its rights under the Option Agreement in
full by paying $5,529,092.40 to Printcafe in exchange for Printcafe issuing the
Option Shares. EFI funded its exercise of the option using cash from its on hand
working capital resources.
Stockholders Agreements
EFI entered into Stockholders Agreements with each of Mark Olin, Joseph
Whang, Ronald Hyland and Mellon Ventures II, L.P. (each a "Stockholder").
Each Stockholder is obligated to vote the shares of Common Stock that he
or it beneficially owns (a) in favor of (i) the adoption of the Merger
Agreement, (ii) the approval of the transactions contemplated by the Merger
Agreement and (iii) approval of the Merger; (b) in favor of waiving any notice
that may be required in connection with any reorganization of Printcafe, any
reclassification or recapitalization of Printcafe's capital stock, any sale of
assets, change of control or acquisition of Printcafe by person, or any merger,
consolidation or business combination of Printcafe with or into any person to
the extent such transaction is undertaken in connection with the Merger; (c) in
favor of any matter that could reasonably be expected to facilitate the Merger;
(d) against approval of any takeover proposal made in opposition to, or in
competition with the Merger; (e) against any of the following actions: (i) any
merger, consolidation, business combination, sale of assets, reorganization or
recapitalization of Printcafe with any person or entity other than EFI, (ii) any
sale, lease or transfer of any material part of Printcafe's assets, (iii) any
reorganization, recapitalization, dissolution, liquidation or winding up of
Printcafe, (iv) any change in Printcafe's capitalization or its corporate
structure or (v) any other action that is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, discourage or adversely
affect the Merger or any of the other transactions contemplated by the Merger
Agreement. The Stockholders each granted EFI an irrevocable proxy limited to
voting on the foregoing matters.
The Stockholders Agreements also apply to shares of Common Stock acquired
by each Stockholder between February 26, 2003 and the termination of that
Stockholder's Stockholders Agreements. Each Stockholders Agreement will
terminate on the first to occur of (a) the completion of the Merger, (b) the
termination of the Merger Agreement in accordance with its terms, (c) a date
that the Stockholder and EFI mutually agree in writing to terminate the
Stockholder Agreement or (c) June 30, 2003.
The Stockholders Agreements restrict the disposition of the shares of
Common Stock beneficially owned by the Stockholders. The Stockholders Agreements
do not restrict the exercise by Printcafe's directors and officers of their
duties in such capacities.
The descriptions of the Nondisclosure Agreement, the Option Agreement, the
Letter Agreement and the Credit Letter (as modified) are incorporated by
reference from the Schedule 13D. The descriptions of the Nondisclosure
Agreement, the Option Agreement, the Letter Agreement, the Credit Letter (as
modified by Exhibit 9), the Merger Agreement and the Stockholders Agreements and
are qualified in their entirety by reference to such agreements, a copy of which
are Exhibits 3, 4, 5, 6, 7, 10 and 11 to this Statement, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter dated January 22, 2003 from EFI to the board of directors of
Printcafe. (1)
2. Letter dated January 24, 2003 from the Committee to EFI. (1)
3. Letter dated January 28, 3003 from EFI to the Committee. (1)
4. Nondisclosure Agreement, dated February 6, 2003, by and between
Printcafe and EFI. (1)
5. Option Agreement, dated as of February 13, 2003, by and between
Printcafe and EFI. (2)
6. Letter Agreement, dated February 13, 2003, by and between Printcafe
and EFI. (3)
7. Credit Letter, dated February 13, 2003, by and between EFI and
Printcafe. (4)
8. Motion for Temporary Restraining Order, dated February 19, 2003, in
the Creo Litigation. (1)
9. Letter dated February 24, 2003 from EFI to Printcafe. (5)
10. Agreement and Plan of Merger, dated as of February 26, 2003, by and
among EFI, Strategic Value Engineering, Inc. and Printcafe. (7)
11. Form of Stockholders Agreement (attached as Exhibit A to the Merger
Agreement).
12. Press Release issued by EFI and Printcafe on February 26, 2003. (6)
13. Letter dated March 13, 2003 from EFI to Printcafe.*
* Filed herewith.
(1) Incorporated by reference to the corresponding numbered exhibit to
the Schedule 13D.
(2) Incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed by Printcafe with the Securities and Exchange Commission on
February 13, 2003 (the "Form 8-K").
(3) Incorporated by reference to Exhibit 10.1 to the Form 8-K.
(4) Incorporated by reference to Exhibit 10.3 to the Form 8-K.
(5) Incorporated by reference to the corresponding numbered exhibit to
Amendment No. 1 to the Schedule 13D filed with the SEC.
(6) Incorporated by reference to EFI's filing with the SEC on February
26, 2003 under Rule 425.
(7) Incorporated by reference to the corresponding numbered exhibit to
Amendment No. 2 to the Schedule 13D filed by EFI with SEC.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 11, 2003 ELECTRONICS FOR IMAGING, INC.
By: /s/ Joseph Cutts
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Name: Joseph Cutts
Title: Chief Financial Officer