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): July 19, 2007
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in charter)
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| Delaware |
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0-17111 |
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04-2685985 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
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) |
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)).
TABLE OF CONTENTS
ITEM 2.02 Results of Operations and
Financial Condition
On July 19, 2007, Phoenix Technologies
Ltd. (the “Company”) issued a press release announcing
its financial results for the quarter ended June 30, 2007. 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 stock-based compensation expense and restructuring charges, as well as other
items. 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.
The Company uses these non-GAAP measures when evaluating its financial results as well as for
internal planning and budgeting purposes. Equity-based compensation is excluded from non-GAAP
financial results since it is a non-cash based charge. Restructuring costs are excluded from
non-GAAP financial results since these are infrequent and non-recurring and therefore may not be
considered directly related to our on-going business operations. 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Phoenix Technologies
Ltd. Press Release dated July 19, 2007.