NT 10-K
SEC FILE NUMBER   000-18805
CUSIP NUMBER   286082102

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

(Check one):      

☒  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended:     December 31, 2017
  ☐  Transition Report on Form 10-K
  ☐  Transition Report on Form 20-F
  ☐   Transition Report on Form 11-K
  ☐  Transition Report on Form 10-Q
  ☐  Transition Report on Form N-SAR
  For the Transition Period Ended:                     

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

 

 

PART I

REGISTRANT INFORMATION

Electronics For Imaging, Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

6750 Dumbarton Circle

Address of Principal Executive Office (Street and Number)

Fremont, California 94555

City, State and Zip Code

 

 

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

    (a)  

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

☒   

  (b)  

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

    (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

Electronics For Imaging, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”) within the prescribed time period because, given the previously disclosed material weaknesses, it requires additional time to complete its testing of the Company’s internal control over financial reporting and to complete and review the information to be presented in the Form 10-K, and for the Company’s independent registered public accounting firm to complete its audits of the Company’s consolidated financial statements and internal control over financial reporting as of December 31, 2017.

The Company expects to file its Form 10-K before or by March 16, 2018, the prescribed due date pursuant to this Form 12b-25.    

 

 

PART IV

OTHER INFORMATION

 

(1)  Name and telephone number of person to contact in regard to this notification

 

Alex Grab        (650)       357-3500
(Name)        (Area Code)       (Telephone Number)

 

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No

 

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒    Yes    ☐  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company’s preliminary results of operations for the fiscal year ended December 31, 2017 compared to the fiscal year ended December 31, 2016 were previously reported in the Company’s press release dated January 31, 2018 and furnished as an exhibit to the Company’s Form 8-K dated January 31, 2018. The Company is not currently aware of any substantive changes to the results of operations it previously reported on a preliminary basis in its January 31, 2018 press release.

 

 

 

Safe Harbor for Forward Looking Statements

Certain statements in this Form 12b-25 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 “address”, “anticipate”, “believe”, “consider”, “continue”, “develop”, “estimate”, “expect”, “further”, “look”, and “plan” and statements in the future tense are forward looking statements. The statements in this Form 12b-25 that could be deemed forward-looking statements include statements regarding EFI’s intention to file the Form 10-K before or by the prescribed due date pursuant to this Form 12b-25, EFI’s strategy, plans, expectations regarding its revenue growth, introduction of new products, product portfolio, productivity, future opportunities for EFI and its customers, demand for products, 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, the Company’s inability to file the Form 10-K before or by the prescribed due date pursuant to this Form 12b-25; potential differences between the results disclosed in the Company’s press release dated January 31, 2018 and the Company’s final results when disclosed in its Form 10-K; intense competition in each of our businesses, including competition from products developed by EFI’s customers; our ability to remediate the material weaknesses identified in EFI’s internal control over financial reporting; the uncertainty of the outcome of the pending securities lawsuits against EFI; unforeseen expenses; fluctuations in currency exchange rates; the difficulty of aligning expense levels with revenue; management’s ability to forecast revenues, expenses and earnings; our ability to successfully integrate acquired businesses; changes in the mix of products sold; the uncertainty of market acceptance of new product introductions; challenge of managing asset levels, including inventory and variations in inventory levels; the uncertainty of continued success in technological advances; the challenges of obtaining timely, efficient and quality product manufacturing and supply of components; any world-wide financial and economic difficulties and downturns; adverse tax-related matters such as tax audits, changes in our effective tax rate or new tax legislative proposals; the unpredictability of development schedules and commercialization of products by the leading printer manufacturers and declines or delays in demand for our related products; the impact of changing consumer preferences on demand for our textile products; litigation involving intellectual property rights or other related matters; the uncertainty regarding the amount and timing of future share repurchases by EFI and the origin of funds used for such repurchases; the market prices of EFI’s common stock prior to, during and after the share repurchases; and any other risk factors that may be included from time to time in the Company’s SEC reports.

The statements in this Form 12b-25 are made as of the date of this Form 12b-25 and are subject to revision until the Company will have filed its Annual Report on Form 10-K for the year ended December 31, 2017. EFI undertakes no obligation to update information contained in this Form 12b-25. For further information regarding risks and uncertainties associated with EFI’s businesses, please refer to the section entitled “Risk Factors” in the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and its quarterly reports on Form 10-Q.

 

 

 

 

Electronics For Imaging, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 2, 2018     By:  

/s/ Marc Olin

     

Marc Olin

Chief Financial Officer