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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) September 30, 2005

 

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PHOENIX TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

 

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Delaware		0-17111		04-2685985
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

915 Murphy Ranch Road, Milpitas, California		95035
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (408) 570-1000

 

Not Applicable

(Former name or former address if changed since last report)

 

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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):

 

¨	Written communication pursuant to Rule 425 under the Securities Ac (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

 

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b) Effective as of September 30, 2005, Mr. Edmund P. Jensen retired from the board of directors of Phoenix Technologies Ltd. (the “Company”). Mr. Jensen’s retirement from the board of directors did not result from any disagreement with the Company.

 

(d) Effective as of September 30, 2005, the board of directors of the Company elected Mr. Richard Noling to serve as a member of the board of directors by unanimous written consent. The board of directors of the Company also appointed Mr. Noling to serve as a member of the nominating committee of the board of directors and as chairman of the audit committee of the board of directors.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: October 3, 2005

 

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