Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 10-K

(Mark One)



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

 



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-18805

 

 

ELECTRONICS FOR IMAGING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

94-3086355

(State or other Jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

6750 Dumbarton Circle, Fremont, CA 94555

(Address of principal executive offices) (Zip Code)

(650) 357-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

 

Name of Exchange on which Registered

Common Stock, $.01 Par Value

 

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:                                                       None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

 

 

 

Large accelerated filer

  

 

  



  

Accelerated filer

  



Non-accelerated filer

  

 

  



  

Smaller reporting company

  



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold on June 30, 2016 was $1,986,886,899 *

The number of shares outstanding of the registrant’s common stock, $.01 par value per share, as of January 26, 2017 was 46,431,857.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the 2017 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

* Based on the last trade price of the registrant’s common stock reported on The NASDAQ Global Select Market on June 30, 2016, the last business day of the registrant’s second quarter of the 2016 fiscal year.

 

 

 
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

PART I

  

ITEM 1

 

Business

  

 

1

  

ITEM 1A

 

Risk Factors

  

 

21

  

ITEM 1B

 

Unresolved Staff Comments

  

 

36

  

ITEM 2

 

Properties

  

 

37

  

ITEM 3

 

Legal Proceedings

  

 

38

  

ITEM 4

 

Mine Safety Disclosures

  

 

38

  

 

PART II

  

ITEM 5

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  

 

38

  

ITEM 6

 

Selected Financial Data

  

 

42

  

ITEM 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

44

  

ITEM 7A

 

Quantitative and Qualitative Disclosures about Market Risk

  

 

80

  

ITEM 8

 

Financial Statements and Supplementary Data

  

 

83

  

ITEM 9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

 

147

  

ITEM 9A

 

Controls and Procedures

  

 

147

  

ITEM 9B

 

Other Information

  

 

149

  

 

PART III

  

ITEM 10

 

Directors, Executive Officers and Corporate Governance

  

 

150

  

ITEM 11

 

Executive Compensation

  

 

150

  

ITEM 12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

 

150

  

ITEM 13

 

Certain Relationships and Related Transactions, and Director Independence

  

 

151

  

ITEM 14

 

Principal Accountant Fees and Services

  

 

151

  

 

PART IV

  

ITEM 15

 

Exhibits and Financial Statement Schedules

  

 

151

  

ITEM 16

 

Form 10-K Summary

  

 

154

  

Signatures

  

 

156

  

 

  

 

 

 

Exhibit index

  

EXHIBIT 3.1

EXHIBIT 12.1

  

  

EXHIBIT 21

EXHIBIT 23.1

  

  

EXHIBIT 31.1

  

EXHIBIT 31.2

  

EXHIBIT 32.1

  

EXHIBIT 101

  


Table of Contents

FORWARD-LOOKING STATEMENTS

Certain of the information contained in this Annual Report on Form 10-K, including, without limitation, statements made under this Part I, Item 1, “Business,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” which are not historical facts, may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and is subject to risks and uncertainties and actual results or events may differ materially. When used herein, the words “anticipate,” “believe,” “consider,” “continue,” “develop,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” variations of such words, and similar expressions as they relate to the Company or its management are intended to identify such statements as “forward-looking statements.” Such statements reflect the current views of the Company and its management with respect to future events and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Important factors that could cause the Company’s actual results to differ materially from those included in the forward-looking statements made herein include, without limitation, those factors discussed in Item 1, “Business,” in Item 1A, “Risk Factors,” and elsewhere in this Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Quarterly Report on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto. The Company assumes no obligation to revise or update these forward-looking statements to reflect actual results, events, or changes in factors or assumptions affecting such forward-looking statements.

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