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
April 30, 2007
Date of Report (Date of earliest event reported)
PHOENIX TECHNOLOGIES LTD.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-17111
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04-2685985 |
| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation) |
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915 Murphy Ranch Road, Milpitas, California 95035
(Address of principal executive offices, including zip code)
(408) 570-1000
(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 (see General Instruction A.2 below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial
Condition.
On April 30, 2007, Phoenix Technologies Ltd.
issued a press release announcing its financial
results for the quarter ended March 31, 2007. Also, on
April 30, 2007, Phoenix Technologies Ltd. held its financial
announcement conference call.
A copy of the press release is furnished as
Exhibit 99.1 to this report and a transcript of the financial
announcement conference call is furnished as Exhibit 99.2 to
this report.
The press release contains non-GAAP calculations of
operating expenses, net income (loss) and net
income (loss) per share that exclude stock-based compensation expense and restructuring charges, as
well as other items. The Company’s management believes these non-GAAP financial measures provide
meaningful supplemental information to investors, as well as management, that is indicative of the
Company’s core operating results and facilitates comparison of operating results across reporting
periods. The Company uses these non-GAAP measures when evaluating its financial results as well as
for internal planning and budgeting purposes. Equity-based compensation is excluded from non-GAAP
financial results since it is a non-cash based charge. Restructuring costs are excluded from
non-GAAP financial results since these are infrequent and non-recurring and therefore may not be
considered directly related to our on-going business operations. These non-GAAP measures should
not be viewed as a substitute for the Company’s GAAP results, and may be different than non-GAAP
measures used by other companies. Investors and potential investors are encouraged to review the
reconciliation of non-GAAP financial measures contained within the attached press release with
their most directly comparable GAAP financial results.
Item 9.01 Financial Statements and Exhibits.
| (d) |
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Exhibits. |
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| 99.1 |
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Phoenix Technologies Ltd. Press Release dated April 30, 2007. |
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| 99.2 |
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Transcript of Financial Announcement Conference Call held on
April 30, 2007. |