As filed with the Securities and Exchange Commission on December 14, 2010

Registration No. 333-165795

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

PHOENIX TECHNOLOGIES LTD.

Delaware (State or other jurisdiction of incorporation or organization)		04-2685985 (IRS Employer Identification No.)

     Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

TERMINATION OF REGISTRATION

     This Post-Effective Amendment No. 1 relates to the Registration Statement of Form S-8 (Registration No. 333-165795) of Phoenix Technologies Ltd. (“Phoenix”) filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2010 (the “Registration Statement”). The Registration Statement registered (i) 1,500,000 shares of Phoenix’s common stock, par value $0.001 (“Common Stock”), to be offered or sold pursuant to Phoenix’s 2007 Equity Incentive Plan (the “Plan”), and (ii) 400,000 shares of Phoenix’s Common Stock issuable under the Stock Option Agreement dated February 25, 2010 between the Company and Thomas Lacey (the “Option”).

     On November 23, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 17, 2010, as amended on October 21, 2010 and November 3, 2010, by and among Phoenix, Pharaoh Acquisition LLC (formerly known as Pharaoh Acquisition Corp. and referred to herein as “Parent”) and Pharaoh Merger Sub Corp., a wholly-owned subsidiary of Parent (“Merger Sub”), each an affiliate of Marlin Equity Partners, and solely for purposes of providing a guarantee of the obligations of the Parent and Merger Sub, Marlin Equity II, L.P. and Marlin Equity III, L.P., Merger Sub merged with and into Phoenix, with Phoenix surviving as a wholly-owned subsidiary of Parent (the “Merger”).

     In connection with the Merger, Phoenix has terminated the Plan and the Option and no additional shares of Common Stock will be issued thererunder. In accordance with an undertaking made by Phoenix in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Phoenix Common Stock which remain unsold at the termination of the offering under the Plan and the Option, Phoenix hereby removes from registration all shares of its Common Stock under the Registration Statement that remained unsold as of the effective time of the Merger.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-165795 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on December 14, 2010.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement No. 333-165795 has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Thomas Lacey		Director, President and Chief Executive Officer (Principal Executive Officer)		December 14, 2010
Thomas Lacey
/s/ Robert Andersen		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		December 14, 2010
Robert Andersen
/s/ Nick Kaiser		Director		December 14, 2010
Nick Kaiser
/s/ Robb Warwick		Director		December 14, 2010
Robb Warwick
/s/ Barton Foster		Director		December 14, 2010
Barton Foster
/s/ Vladimir Jacimovic		Director		December 14, 2010
Vladimir Jacimovic