SC 13D/A 1 j9928201sc13dza.txt MELLON VENTURES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PRINTCAFE SOFTWARE, INC. (NAME OF ISSUER) Common Stock (TITLE OF CLASS OF SECURITIES) 742562 10 1 (CUSIP NUMBER) Buchanan Ingersoll Professional Corporation Attn: David A. Grubman, Esq. One Oxford Centre 301 Grant Street 20th Floor Pittsburgh, PA 15219 (412) 562-8800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) February 26, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 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(b) for other parties to whom copies are to be sent. *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 (the "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). (Continued on following page(s)) Page 1 OF 10

*SEE INSTRUCTIONS BEFORE FILLING OUT This Amendment No. 1 relates to the Statement on Schedule 13D (the "Schedule 13D") filed by Mellon Ventures II, L.P. ("Mellon Ventures"), MVMA II L.P. ("MVMA") and MVMA, Inc. ("MVMA," and with MVMA II and Mellon Ventures, the "Mellon Ventures Entities"), with respect to its beneficial ownership of (as determined under Rule 13d-3) of shares of Common Stock of Printcafe Software, Inc. ("Printcafe"). ITEM 4 PURPOSE OF TRANSACTION See Item 5. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) The Mellon Ventures Entities are the beneficial owners of 1,616,789 shares of Common Stock. The 1,616,789 shares constitute approximately 12.7% of the issued and outstanding shares of Common Stock. Of the 1,616,789 shares of Common Stock held by the Mellon Ventures Entities, 22,321 shares of Common Stock are issuable upon the exercise of currently vested and exercisable warrants. The warrants held by the Mellon Ventures Entities are in the following amounts: (i) 7,505 shares of Common Stock issuable upon the exercise of three warrants which expire on October 29, 2010 (with exercise prices per share of $266.40 on the date hereof), (ii) 4,691 shares of Common Stock issuable upon the exercise of a warrant which expires on December 30, 2011 (with an exercise price per share of $39.96 on the date hereof) and (iii) 10,145 shares of Common Stock issuable upon the exercise of a warrant which expires on December 30, 2011 (with an exercise price per share of $14.79 on the date hereof). (b) The Mellon Venture Entities have shared voting and investment power with respect to the securities that are the subject of this Schedule 13D, which power is shared with EFI (as defined below) as set forth in the Stockholders Agreement (as defined below) discussed in Item 6 below. (c) Not applicable. (d) No persons, other than the Mellon Ventures Entities have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock that are subject to this Schedule 13D. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On February 26, 2003, Printcafe, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Electronics for Imaging, Inc., a Delaware corporation ("EFI") and Strategic Value Engineering, Inc., a Delaware corporation and wholly-owned subsidiary of EFI ("Merger Sub"). The Merger Agreement provides that, among other things, Merger Sub will be merged with and into Printcafe, with Printcafe as the surviving corporation (the "Merger"). Printcafe will be a wholly-owned subsidiary of EFI and each holder of Printcafe common stock will have the right to receive $2.60 in cash or, at such stockholder's election, shares of EFI common stock with a value equal to $2.60 (based on the average closing price of EFI common stock for the ten trading days ending on the fifth business day immediately prior to the special meeting of Printcafe stockholders). Simultaneously with the execution of the Merger Agreement, the Mellon Ventures Entities entered into a stockholders agreement with EFI and Printcafe (the "Stockholders Agreement"). A copy of the Stockholders Agreement is attached as Exhibit A to the Merger Agreement and is incorporated herein by reference. CUSIP No. 742562 10 1 Page 8 of 10 Pages Under the terms of the Stockholders Agreement, the Mellon Ventures Entities agreed to vote (i) in favor of the Merger and the adoption of the Merger Agreement; (ii) in favor of waiving any notice that may have been or may be required to any reorganization of Printcafe or recapitalization of the capital stock of Printcafe or any sale of assets, change of control, or acquisition of Printcafe by any other person, or any merger, consolidation or business combination of Printcafe with or into any other person to the extent such transaction is undertaken in connection with the Merger; (iii) in favor of any matter that could reasonably be expected to facilitate the merger; (iv) against approval of any takeover proposal or any proposal made in opposition to, or in competition with, consummation of the Merger and the transaction contemplated by the Merger Agreement. The Mellon Ventures Entities also agreed to grant an irrevocable proxy to EFI and appoint EFI's Board of Directors or any other designee of EFI as their attorney-in-fact to vote in favor of the Merger and the adoption of the Merger Agreement. In addition, the Mellon Venture Entities agreed to vote against (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of EFI or any subsidiary of EFI with any person or entity other than EFI or Merger Sub, (ii) any sale, lease or transfer of any material part of the assets of EFI or any subsidiary of EFI, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of EFI or any subsidiary of EFI, (iv) any change in the capitalization of EFI or any subsidiary of EFI, 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. Additionally, the Mellon Venture Entities agreed not to enter into any agreement or understanding with any Person to vote inconsistent with the Stockholders Agreement. The Stockholders Agreement terminates upon the earlier the date of (i) the consummation of the Merger, (ii) the termination of the Merger Agreement, (iii) a date agreed to by mutual written consent of the parties and (iv) June 30, 2003. The foregoing summary of the Stockholders Agreement is not intended to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is attached as Exhibit A to the Merger Agreement both of which are incorporated herein by reference. CUSIP No. 742562 10 1 Page 9 of 10 Pages ITEM 7 MATERIAL TO BE FILED AS EXHIBITS The following materials are filed as exhibits: Exhibit A: Agreement and Plan of Merger by and among Electronics For Imaging, Inc., Strategic Value Engineering, Inc. and Printcafe Software, Inc. (incorporated herein by reference to Exhibit 2.1 to Printcafe's Current Report on Form 8-K, SEC File No. 333-82646, filed on February 26, 2003). Exhibit B: Form of Stockholders Agreement (attached as Exhibit A to the Agreement and Plan of Merger by and among Electronics For Imaging, Inc., Strategic Value Engineering, Inc. and Printcafe Software, Inc. (incorporated herein by reference to Exhibit 2.1 to Printcafe's Current Report on Form 8-K, SEC File No. 333-82646, filed on February 26, 2003). CUSIP No. 742562 10 1 Page 10 of 10 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: March 14, 2003 MELLON VENTURES II, L.P. By: MVMA II L.P., its General Partner By: MVMA, INC. its General Partner By: /s/ Ronald J. Coombs ------------------------ Name: Ronald J. Coombs Title: Vice President and Director MVMA, II L.P. By: MVMA, INC. its General Partner By: /s/ Ronald J. Coombs ------------------------ Name: Ronald J. Coombs Title: Vice President and Director MVMA, INC. By: /s/ Ronald J. Coombs ------------------------ Name: Ronald J. Coombs Title: Vice President and Director ANNEX A EXECUTIVE OFFICERS, DIRECTORS AND SOLE STOCKHOLDER OF MVMA, INC.

Each of the individuals listed above is a citizen of the United States of America. ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK N.A. DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK, N.A.:

ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK N.A. DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK, N.A.:

ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK N.A. DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK, N.A.:

ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK N.A. EXECUTIVE OFFICERS OF MELLON FINANCIAL CORPORATION AND MELLON BANK, N.A.:

ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF MELLON FINANCIAL CORPORATION AND MELLON BANK N.A. EXECUTIVE OFFICERS OF MELLON FINANCIAL CORPORATION AND MELLON BANK, N.A.:

Each of the individuals listed above is a citizen of the United States of America. The sole stockholder of Mellon Bank, N.A. is Mellon Financial Corporation.

PRINTCAFE SOFTWARE INC SC 13D/A