8-K

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): October 28, 2009

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.)

303 Velocity Way

Foster City, California 94404

(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))

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2009, Electronics For Imaging, Inc. (“EFI”) announced its preliminary financial results for the fiscal quarter ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On October 28, 2009, EFI announced its intention to commence a tender offer to repurchase up to $70 million worth of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including information incorporated herein by reference, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 28, 2009 – EFI Reports Q3 2009 Results.
99.2	Press Release dated October 28, 2009 – EFI To Commence Tender Offer to Repurchase Up to $70 Million Worth Of Shares Of Its Common Stock.

The information included in Exhibits 99.1 and 99.2 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such 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: October 28, 2009	ELECTRONICS FOR IMAGING, INC.
	By:	/s/    John Ritchie
	Name:	John Ritchie
	Title:	Chief Financial Officer

INDEX TO EXHIBITS FILED WITH

THE CURRENT REPORT ON FORM 8-K DATED OCTOBER 28, 2009

Exhibit No.	Description
99.1	Press Release dated October 28, 2009 – EFI Reports Q3 2009 Results.
99.2	Press Release dated October 28, 2009 – EFI To Commence Tender Offer to Repurchase Up to $70 Million Worth Of Shares Of Its Common Stock.

EX-99.1

Exhibit 99.1

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

EFI REPORTS Q3 2009 RESULTS

Sequential Revenue Growth Reported In All Three Divisions;

Inkjet Revenues Increased 22% Over Prior Quarter

Foster City, Calif. – October 28, 2009 – Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer-focused digital printing innovation, today announced its results for the third quarter of 2009. For the quarter ended September 30, 2009, the Company reported revenues of $100.9 million, compared to third quarter 2008 revenue of $144.7 million.

GAAP net loss was $(12.2) million or $(0.25) per diluted share in the third quarter of 2009, compared to a GAAP net loss of $(3.6) million or $(0.07) per diluted share for the same period in 2008.

GAAP net income was $1.2 million or $0.02 per diluted share for the nine months ended September 30, 2009, compared to a GAAP net loss of $(8.9) million or $(0.17) per diluted share for the same period in 2008.

Non-GAAP net loss was $(2.6) million or $(0.05) per diluted share in the third quarter of 2009, compared to non-GAAP net income of $10.4 million or $0.20 per diluted share for the same period in 2008.

Non-GAAP net loss was $(13.1) million or $(0.26) per diluted share for the nine months ended September 30, 2009, compared to non-GAAP net income of $34.5 million or $0.61 per diluted share for the same period in 2008.

“We are pleased with the sequential revenue increases in all our lines of business, led by 22% growth in our inkjet business driven by several new inkjet product introductions,” said Guy Gecht, CEO of EFI. “We will continue to bring industry-leading innovation to the market and expect our positive momentum to continue which combined with strict cost controls should result in our return to profitability in the current quarter.”

Separately, the Company announced today that its Board of Directors has approved the use of the balance, in the amount of $70 million, of its previously authorized $100 million share repurchase program.

EFI will discuss the Company’s financial results by conference call at 2:00 p.m. PDT today. Instructions for listening to the conference call over the Web are available on the investor relations portion of EFI’s website at www.efi.com.

About our Non-GAAP Net Income and Adjustments

To supplement our consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use non-GAAP measures of net income and earnings per diluted share that are GAAP net income and GAAP earnings per diluted share adjusted to exclude certain recurring and non-recurring costs, expenses and gains.

We believe that the presentation of non-GAAP net income and non-GAAP earnings per diluted share provides important supplemental information to management and investors regarding non-cash expenses, significant recurring and non-recurring items that we believe are important to understanding our financial and business trends relating to our financial condition and results of operations. Non-GAAP net income and non-GAAP earnings per diluted share are among the primary indicators used by management as a basis for planning and forecasting future periods and by management and our board of directors to determine whether our operating performance has met specified targets and thresholds. Management uses non-GAAP net income and non-GAAP earnings per diluted share when evaluating operating performance because it believes that the exclusion of the items described below, for which the amounts and/or timing may vary significantly depending upon the Company’s activities and other factors, facilitates comparability of the Company’s operating performance from period to period. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our business and the valuation of our Company.

We compute non-GAAP net income and non-GAAP earnings per diluted share by adjusting GAAP net income and GAAP earnings per diluted share to remove the impact of recurring amortization of acquisition-related intangibles, stock-based compensation expense, as well as restructuring related and non-recurring charges and gains and the tax effect of these adjustments. Such non-recurring charges and gains include project abandonment costs, asset impairment charges, costs related to our stock option review completed in 2008, certain legal settlements, and our sale of certain real estate assets. Examples of these excluded items are described below:

• Amortization of acquisition-related intangibles. Intangible assets acquired to date are being amortized on a straight-line basis.

• Stock-based compensation expense is recognized in accordance with FASB Accounting Standards Codification, Topic 718, Stock Compensation (formerly, SFAS 123R).

• Non-recurring charges and gains, including:

• Restructuring related charges. We have incurred restructuring charges as we reduce the number and size of our facilities and the size of our workforce.

• Asset impairment costs consist of equipment and non-cancellable purchase orders incurred relating to a planned product that was cancelled.

• Gain on sale of building and land. On January 29, 2009, we sold a portion of the Foster City, California campus for a final amount of $137.3 million to Gilead Sciences, Inc., resulting in a gain on sale of approximately $80 million.

• Tax effect of these adjustments.

These non-GAAP measures are not in accordance with or an alternative for GAAP and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income or earnings per diluted share prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income and non-GAAP earnings per diluted share should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

For more information on the non-GAAP adjustments, please see the table captioned “Reconciliation of GAAP Net Income to Non-GAAP Net Income” included in this press release.

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 “anticipate”, “believe”, “estimate”, “expect”, “consider” 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 opportunities for the inkjet segment, our planned industry-leading new products, continuation of our positive momentum, return to profitability, 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, inaccurate data or assumptions; unforeseen expenses; the difficulty of aligning expense levels with revenue changes; execution of actions to reduce our operational costs and ability to maintain effective costs control measures; unexpected declines in revenues or increases in expenses; management’s ability to forecast revenues, expenses and earnings, especially on a quarterly basis; the market prices of the Company’s common stock; the uncertainty regarding the amount and timing of future share repurchases by the Company and the origin of funds used for such repurchases; current world-wide financial, economic and political difficulties and downturns, including the ongoing contraction in credit markets, and adverse variations in foreign exchange rates, that could affect demand for our products, and increase the volatility of our profitability, as well as the risk of bank failures, insolvency or illiquidity of other financial

institutions and other adverse conditions in financial markets that could cause a loss of our cash deposits and invested cash and cash equivalents; uncertainty to accurately predict the outcome of foreign tax audits and determine our tax provisions; uncertainty regarding our effective tax rate in the future that may be impacted by various factors, including but not limited to new U.S. tax legislative proposals; failure to retain key employees; product cancellation costs; a significant decline or delay in demand for our products by any of our important OEM partners; the unpredictability of development schedules and commercialization of the products manufactured and sold by our OEM partners; variations in growth rates or declines in the printing and imaging markets across various geographic regions; changes in historic customer order patterns, including changes in customer and channel inventory levels; changes in the mix of products sold leading to variations in operating results; the uncertainty of market acceptance of new product introductions; delays in product deliveries that cause quarterly revenues and income to fall significantly short of anticipated levels; competition and/or market factors, which may adversely affect margins; competition in each of our businesses, including competition from products internally developed by EFI’s customers; challenge of managing assets levels, including inventory and variations in inventory valuation; intense competition in the industrial and commercial digital inkjet market; the uncertainty of continued success in technological advances, including development and implementation of new processes and strategic products; the challenges of obtaining timely, efficient and quality product manufacturing and components supplying; litigation involving intellectual property rights or other related matters; our ability to successfully integrate acquired businesses, without operational disruption to our existing businesses; the potential that investments in new business strategies and initiatives could disrupt the Company’s ongoing businesses and may present risks not originally contemplated; the potential loss of sales, unexpected costs or adverse impact on relations with customers or suppliers as a result of acquisitions; differences between the financial results as filed with the SEC and the preliminary results included in our earnings or other press releases due to the complexity in accounting rules; and any other 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. EFI 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 “Factors That Could Adversely Affect Performance” in the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K, as amended, 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 (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.

Electronics For Imaging, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Revenue	$	100,855		$	144,666		$	287,110		$	425,116
Cost of revenue		48,665			62,601			135,221			183,846
Gross profit		52,190			82,065			151,889			241,270
Operating expenses:
Research and development		27,128			33,782			84,236			106,157
Sales and marketing		25,691			30,249			75,584			90,650
General and administrative		9,147			13,597			26,037			40,620
Amortization of identified intangibles and in-process research & development		3,078			9,560			15,501			23,952
Restructuring and other		2,206			3,496			12,166			8,710
Total operating expenses		67,250			90,684			213,524			270,089
Loss from operations		(15,060	)		(8,619	)		(61,635	)		(28,819	)
Interest and other income, net:											—
Interest and other income, net		1,185			222			2,708			12,259
Gain on sale of building & land		—			—			79,991			—
Total interest and other income, net		1,185			222			82,699			12,259
											—
Income (loss) before income taxes		(13,875	)		(8,397	)		21,064			(16,560	)
Benefit from (provision for) income taxes		1,706			4,753			(19,828	)		7,629
Net income (loss)	$	(12,169	)	$	(3,644	)	$	1,236		$	(8,931	)
Fully Diluted EPS calculation
Net income (loss)	$	(12,169	)	$	(3,644	)	$	1,236		$	(8,931	)
Net income (loss) per diluted common share	$	(0.25	)	$	(0.07	)	$	0.02		$	(0.17	)
Shares used in diluted per share calculation		49,400			52,167			50,564			52,919

Electronics For Imaging, Inc.

Reconciliation of GAAP Net Income to Non-GAAP Net Income

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net income (loss)	$	(12,169	)	$	(3,644	)	$	1,236		$	(8,931	)
Amortization of identified intangibles		3,078			7,560			15,501			21,952
In-process research and development		—			2,000			—			2,000
Stock based compensation expense – Cost of revenue		253			560			807			2,023
Stock based compensation expense – Research and development		1,797			3,002			4,744			10,408
Stock based compensation expense – Sales and marketing		995			1,430			3,188			4,840
Stock based compensation expense – General and administrative		1,844			3,277			4,590			9,527
Option review & Legal costs		—			463			(82	)		1,926
Restructuring and other		2,206			3,496			12,166			8,710
Gain on sale of building & land		—			—			(79,991	)		—
Tax effect of non-GAAP adjustments		(634	)		(7,699	)		24,761			(17,965	)
Non-GAAP net income (loss)	$	(2,630	)	$	10,446		$	(13,080	)	$	34,490
After-tax adjustment of convertible debt-related expense		—			—			—			1,262
Income (loss) for purposes of computing diluted non-GAAP net income (loss) per share	$	(2,630	)	$	10,446		$	(13,080	)	$	35,752
Non-GAAP net income (loss) per diluted common share	$	(0.05	)	$	0.20		$	(0.26	)	$	0.61
Shares used in per share calculation		49,400			53,199			49,990			58,808

Electronics For Imaging, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	September 30, 2009		December 31, 2008
Assets
Cash, cash equivalents and short-term investments	$	270,064	$	189,351
Accounts receivable, net		79,467		97,286
Inventories, net		43,474		48,785
Assets held for sale		—		55,367
Other current assets		18,139		20,013
Total current assets		411,144		410,802
Property and equipment, net		29,839		35,225
Restricted investments		56,850		56,850
Goodwill		121,162		122,581
Intangible assets, net		57,471		72,992
Other assets		54,019		53,498
Total assets	$	730,485	$	751,948
Liabilities & Stockholders’ equity
Accounts payable	$	34,528	$	44,634
Accrued and other liabilities		54,037		70,386
Income taxes payable		11,735		1,952
Total current liabilities		100,300		116,972
Long term taxes payable		37,884		33,758
Total liabilities		138,184		150,730
Total stockholders’ equity		592,301		601,218
Total liabilities and stockholders’ equity	$	730,485	$	751,948

Electronics For Imaging, Inc.

Revenue by Operating Segment and Geographic Area

(in thousands)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Revenue by Operating Segment
Fiery	$	42,004	$	68,036	$	131,319	$	208,547
Inkjet		44,336		60,805		112,897		172,185
Professional printing applications		14,515		15,825		42,894		44,384
Total	$	100,855	$	144,666	$	287,110	$	425,116
Revenue by Geographic Area
Americas	$	58,184	$	77,274	$	167,349	$	220,830
EMEA		30,083		49,885		85,307		152,468
Japan		8,879		13,755		24,897		38,224
Other international locations		3,709		3,752		9,557		13,594
Total	$	100,855	$	144,666	$	287,110	$	425,116

EX-99.2

Exhibit 99.2

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

EFI TO COMMENCE TENDER OFFER TO REPURCHASE UP TO $70 MILLION WORTH OF

SHARES OF ITS COMMON STOCK

Foster City, Calif. – October 28, 2009 – Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer-focused digital printing innovation, today announced that its Board of Directors (the “Board”) has approved the repurchase of up to $70 million worth of shares of its common stock through the use of a “modified Dutch auction” tender offer. This approval utilizes the balance of the previously authorized $100 million share repurchase program. EFI currently expects that it will commence the tender offer during the fourth quarter of 2009, at which time it will announce, among other things, the price range in which it will offer to purchase shares.

The tender offer will be financed from EFI’s existing cash reserves. The funding of the $100 million share repurchase authorization represents the approximate after tax cash proceeds received from the sale of EFI’s excess real estate holdings earlier this year.

“The decision by the Board and Management to immediately deploy the remaining balance of our $100 million repurchase program through a tender offer completes our goal of returning the cash generated from our real estate sale to our stockholders.” said Guy Gecht, CEO of EFI. “We believe repurchasing our shares combined with bringing new innovative products to market will create value for our stockholders.”

The tender offer announced in this press release has not yet commenced. This press release is for informational purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of EFI common stock. The tender offer, if commenced, will be made solely by and subject to the terms and conditions set forth in the tender offer documents, including the Offer to Purchase and the Letter of Transmittal, that will be distributed to holders of EFI’s common stock and filed with the Securities and Exchange Commission (“SEC”). Before any decision is made with respect to the tender offer, holders of EFI’s common stock are urged to read the Schedule TO, including the Offer to Purchase, the Letter of Transmittal and other related materials when they become available and any other documents filed with the SEC because they will contain important information about the tender offer.

Holders of common stock will be able to obtain these documents as they become available 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, holders of common stock may also request copies of the Schedule TO, the Offer to Purchase, the Letter of Transmittal and other related materials filed with the SEC free of charge by contacting EFI’s information agent for the tender offer. The tender offer will not be made to, and tenders of EFI’s common stock will not be accepted from or on behalf of holders, of EFI’s common stock in any jurisdiction in which the making or acceptance of such tender offer is not permissible.

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 “anticipate”, “believe”, “estimate”, “expect”, “consider” 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 EFI’s intended tender offer, the amount of the tender offer, its expected timing, EFI’s goals of returning the cash generated from its real estate sale to its stockholders, bringing new, innovative products to market and creating value for its stockholders.

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 EFI’s results and trading price of EFI’s common stock. Potential risks and uncertainties include, but are not necessarily limited to, the market prices of EFI’s common stock prior to, during the term and after the intended tender offer, the uncertainty regarding EFI’s ability to commence the tender offer within the proposed timing or at all; the uncertainty regarding the amount and timing of future share repurchases by EFI and the origin of funds used for such repurchases; current world-wide financial, economic and political difficulties and downturns, including the ongoing contraction in credit, and adverse variations in foreign exchange rates, that could affect demand for our products, as well as the risk of bank failures, insolvency or illiquidity of other financial institutions and other adverse conditions in financial markets that could cause a loss of our cash deposits and invested cash and cash equivalents; differences between the financial results as filed with the SEC and the preliminary results included in our earnings press releases due to the complexity in accounting rules; and any other risk factors that may be included from time to time in EFI’s SEC reports.

The statements in this press release are made as of the date of this press release. EFI 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 “Factors That Could Adversely Affect Performance” in the EFI’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 http://www.efi.com.

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.