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)
Date of Report (Date of earliest event reported): January 27, 2009
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in charter)
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Delaware |
0-17111 |
04-2685985 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
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915 Murphy Ranch Road, Milpitas, California
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95035 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (408) 570-1000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)). |
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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 January 27, 2009, Phoenix Technologies Ltd. (the Company) issued a press release announcing
its financial results for the quarter ended December 31, 2008. A copy of the press release is
furnished as Exhibit 99.1 to this report.
The press release contains non-GAAP calculations of net income (loss) and net income (loss) per
share that exclude equity-based compensation, restructuring costs and amortization of intangible
assets. The Companys management believes these non-GAAP financial measures provide meaningful
supplemental information to investors, as well as management, that is indicative of the Companys
core operating results and facilitates comparison of operating results across reporting periods as
well as comparison with other companies. The Company uses these non-GAAP measures when evaluating
its financial results as well as for internal planning and budgeting purposes. Equity-based
compensation and restructuring costs are excluded from non-GAAP financial results since they may
not be considered directly related to our on-going business operations. Amortization of intangible
assets is excluded from non-GAAP financial results since it generally cannot be changed by
management after an acquisition of such assets has occurred. These non-GAAP measures should not be
viewed as a substitute for the Companys 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 January 27, 2009. |