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): April 27, 2009
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in charter)
| |
|
|
|
|
| Delaware
|
|
0-17111
|
|
04-2685985 |
| |
| (State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of incorporation)
|
|
File Number)
|
|
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.)
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:
| o |
|
Written communications 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)). |
ITEM 2.02 Results of Operations and Financial Condition
On April 30, 2009, Phoenix Technologies Ltd. (the “Company”) issued a press release announcing its
financial results for the quarter ended March 31, 2009. 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 (i) non-cash equity-based compensation in accordance with SFAS 123(R); (ii)
restructuring costs; (iii) amortization of intangible assets; and (iv) impairment charges
associated with goodwill and other long-lived intangible assets in accordance with SFAS 142 and
144, respectively. 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 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. Impairment
charges associated with goodwill and other long-lived intangible assets are excluded from non-GAAP
financial results since management believes these charges are not directly related to the
underlying performance of the Company’s core business operations and eliminating these will assist
investors to compare current versus past operational performance. 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 2.05 Costs Associated with Exit or Disposal Activities.
On April 27, 2009, the management of Phoenix Technologies Ltd. (the “Company”) approved the closure
of the Company’s facility in Hyderabad, India, in order to consolidate development activities in
the Company’s Bangalore, India location. The Company expects to record a restructuring charge in
the aggregate amount of approximately $300,000 in the third quarter of fiscal year 2009, most of
which represents cash expenditures. It is estimated that the actions under this restructuring plan
will be completed within the next eight weeks.
The actions under this restructuring will involve relocating employees to the Bangalore site,
terminating employees that do not relocate, and vacating the Hyderabad facility. The estimated
restructuring charges will consist of approximately (i) $150,000 related to relocation and
severance costs; (ii) $75,000 related to surrendering the Hyderabad facility pursuant to the terms
of the lease; and (iv) $75,000 of other exit costs (primarily a non-cash asset impairment charge).
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 99.1 |
|
Phoenix Technologies Ltd. Press Release dated April 30, 2009. |
| |