UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHOENIX TECHNOLOGIES LTD.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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04-2685985 |
| (State of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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| 915 Murphy Ranch Road, Milpitas, California
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95035 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Securities to be registered pursuant to 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which |
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each class is to be registered |
| None
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None |
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If this form relates to the registration of
a class of
securities pursuant to Section
12(b) of the Exchange Act
and is effective
pursuant to General Instruction A.(c),
check the following box. o
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If this form relates to the registration of a class of
securities
pursuant to Section 12(g) of the Exchange Act
and is effective pursuant
to General Instruction A.(d),
check the following box. þ |
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
Phoenix Technologies Ltd. (the “Company”) hereby amends and supplements Items 1 and 2 of its
Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 28,
1999, as amended on October 9, 2007 and October 21, 2009, relating to the Preferred Share Rights
Agreement, dated as of October 27, 1999, as amended and restated on October 5, 2007 and October 21,
2009 (as amended and restated, the “Rights Agreement”), by and between the Company and
Computershare Trust Company, N.A., as the successor of BankBoston N.A. (the “Rights Agent”).
Item 1. Description of Securities to be Registered.
On August 17, 2010, the Company and the Rights Agent entered into a First Amendment (the
“Rights Amendment”) to the Rights Agreement. Pursuant to the Rights Amendment, the Rights
Agreement has been amended to provide that neither the execution and delivery of the Agreement and
Plan of Merger, dated as of August 17, 2010 (the “Merger Agreement”), by and among the Company,
Pharaoh Acquisition Corp. (“Parent”), Pharaoh Merger Sub Corp. (“Merger Subsidiary”), and, solely
for purposes of providing a guarantee of the obligations of Parent and Merger Subsidiary, Marlin
Equity II, L.P. and Marlin Equity III, L.P., (the “Merger Agreement”), or the Voting Agreement,
dated as of August 17, 2010, by and between Parent and Ramius, LLC, nor the completion of the
Merger (as defined in the Merger Agreement) or the transactions contemplated by the Merger
Agreement, will be deemed to result in the occurrence of a “Distribution Date” (as defined in the
Rights Agreement) or the classification of Parent, Merger Subsidiary or any of their respective
affiliates as an “Acquiring Person” (as defined in the Rights Agreement).
The above description does not purport to be complete and is subject to, and qualified in its
entirety by reference to the full text of, the Rights Amendment, which has been filed as Exhibit
4.1 to the Current Report on Form 8-K filed by the Company on August 18, 2010 and is incorporated
herein by reference.
Item 2. Exhibits.
| 4.1 |
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First Amendment to Amended and Restated Preferred Share Rights Agreement, dated as of August
17, 2010, by and between Phoenix Technologies Ltd. and Computershare Trust Company, N.A.
(incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
dated August 18, 2010) |