sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant |X|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
PHOENIX TECHNOLOGIES LTD.
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(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
ADMIRAL ADVISORS, LLC
RAMIUS CAPITAL GROUP, L.L.C.
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
JOHN MUTCH
PHILIP MOYER
JEFFREY C. SMITH
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Starboard Value and Opportunity Master Fund Ltd., an affiliate of
Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the other
participants named herein, has made a definitive filing with the Securities and
Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card
to be used to solicit votes for the election of its two nominees at the 2007
annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware
corporation (the "Company").
Item 1: On January 31, 2007, Starboard delivered the following
letter to the Board of Directors of the Company on behalf of the Ramius Group:
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
January 31, 2007
Board of Directors
Phoenix Technologies Ltd.
915 Murphy Ranch Road
Milpitas, CA 95035
Dear Board Members,
Phoenix Technologies Ltd. ("Phoenix", or the "Company") is at a crossroads.
Proper execution and oversight will be critical to the Company's future success.
We firmly believe that based on past practices, the current board of directors
(the "Board") is not well constituted to oversee a successful turnaround. While
Woody Hobbs and the new management team are on the right path, the ultimate
success of the Company will be dependent on difficult decisions which extend
well beyond one quarter.
It is premature for the Board to trumpet victory after reporting a net loss of
$8.0 million for the first quarter of fiscal 2007. We remind you that, despite
initial positive first steps in fiscal year 2004 and early fiscal year 2005, the
previous turnaround plan ultimately resulted in significant damage to the
Company's core business and enormous destruction of stockholder value. We also
remind you that the Board's two director nominees oversaw and 'rubber-stamped'
the prior management's failed execution. Qualified Board oversight is critical
to the Company's future.
We continue to have concerns about Phoenix remaining a public company. The
Company's significant cash-on-hand represents a major asset that has been
mismanaged by the Phoenix Board in the recent past. As significant investors, we
are committed to maximizing stockholder value for all of the Company's
stockholders, and would not expect the Board, or our nominees, to endorse the
sale of the Company at a discount to current market prices. Our nominees are
committed to maximizing stockholder value for the benefit of all stockholders.
Your allegation that our nominees would act, if elected, solely to advance the
interests of the Ramius Group is designed to confuse the real issue of this
proxy contest; which nominees are most suitable and most qualified to help the
Company achieve its critical turnaround and maximize stockholder value.
We strongly believe stockholders would be best served by the placement of
industry experts John Mutch and Philip Moyer on the Board of Directors of
Phoenix. Our interest in maximizing value for all stockholders is aligned with
yours and, as such, we look forward to working constructively with you to give
Phoenix the best probability for the highest levels of success.
Very truly yours,
/s/ Jeffrey C. Smith
Starboard Value and Opportunity Master
Fund Ltd.
on behalf of The Ramius Group
Item 2: On January 31, 2007, Ramius Capital issued the following press
release:
FOR IMMEDIATE RELEASE
RAMIUS GROUP RESPONDS TO LETTER FROM PHOENIX TECHNOLOGIES
BOARD OF DIRECTORS
RAMIUS' HIGHLY QUALIFIED NOMINEES COMMITTED TO
MAXIMIZING VALUE FOR ALL STOCKHOLDERS
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NEW YORK - JANUARY 31, 2007 - Starboard Value and Opportunity Master Fund Ltd.,
an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius"), today
responded to a letter issued by the Board of Directors of Phoenix Technologies
Ltd. ("Phoenix" or the "Company") on January 30, 2007.
In a letter to the Board of Directors of Phoenix, Ramius stated that the current
Board is not well constituted to oversee a successful turnaround.
Ramius Executive Managing Director Jeffrey C. Smith, stated in the letter, "Our
nominees are committed to maximizing stockholder value for the benefit of all
stockholders. Your allegation that our nominees would act, if elected, solely to
advance the interests of Ramius Capital is designed to confuse the real issue of
this proxy contest; which nominees are most suitable and most qualified to help
the Company achieve its critical turnaround and maximize stockholder value."
Added Smith, "We strongly believe stockholders would be best served by the
placement of industry experts John Mutch and Philip Moyer on the Board of
Directors of Phoenix. Our interest in maximizing value for all stockholders is
aligned with yours and, as such, we look forward to working constructively with
you to give Phoenix the best probability for the highest levels of success."
As previously disclosed, Ramius' nominees John Mutch and Philip Moyer look to
replace David Dury and Taher Elgamal, the two current Class II directors whose
terms will expire at the 2007 Annual Meeting of Stockholders, which has been
scheduled for February 14, 2007.
ABOUT RAMIUS CAPITAL GROUP, L.L.C.
Ramius Capital Group is a registered investment advisor that manages assets of
approximately $7.9 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna.
The full text of the letter follows:
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
January 31, 2007
Board of Directors
Phoenix Technologies Ltd.
915 Murphy Ranch Road
Milpitas, CA 95035
Dear Board Members,
Phoenix Technologies Ltd. ("Phoenix", or the "Company") is at a crossroads.
Proper execution and oversight will be critical to the Company's future success.
We firmly believe that based on past practices, the current board of directors
(the "Board") is not well constituted to oversee a successful turnaround. While
Woody Hobbs and the new management team are on the right path, the ultimate
success of the Company will be dependent on difficult decisions which extend
well beyond one quarter.
It is premature for the Board to trumpet victory after reporting a net loss of
$8.0 million for the first quarter of fiscal 2007. We remind you that, despite
initial positive first steps in fiscal year 2004 and early fiscal year 2005, the
previous turnaround plan ultimately resulted in significant damage to the
Company's core business and enormous destruction of stockholder value. We also
remind you that the Board's two director nominees oversaw and 'rubber-stamped'
the prior management's failed execution. Qualified Board oversight is critical
to the Company's future.
We continue to have concerns about Phoenix remaining a public company. The
Company's significant cash-on-hand represents a major asset that has been
mismanaged by the Phoenix Board in the recent past. As significant investors, we
are committed to maximizing stockholder value for all of the Company's
stockholders, and would not expect the Board, or our nominees, to endorse the
sale of the Company at a discount to current market prices. Our nominees are
committed to maximizing stockholder value for the benefit of all stockholders.
Your allegation that our nominees would act, if elected, solely to advance the
interests of the Ramius Group is designed to confuse the real issue of this
proxy contest; which nominees are most suitable and most qualified to help the
Company achieve its critical turnaround and maximize stockholder value.
We strongly believe stockholders would be best served by the placement of
industry experts John Mutch and Philip Moyer on the Board of Directors of
Phoenix. Our interest in maximizing value for all stockholders is aligned with
yours and, as such, we look forward to working constructively with you to give
Phoenix the best probability for the highest levels of success.
Very truly yours,
/s/ Jeffrey C. Smith
Starboard Value and Opportunity Master Fund Ltd.
on behalf of
The Ramius Group
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
On January 25, 2007, Starboard Value and Opportunity Master Fund Ltd., an
affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the
other participants named herein, made a definitive filing with the Securities
and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy
card to be used to solicit votes for the election of its two nominees at the
2007 annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware
corporation (the "Company").
RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE
PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY
STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF
THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A
INCORPORATED, AT ITS TOLL-FREE NUMBER: (877) 800-5185.
The participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC,
a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a
Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware
limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware
limited liability company ("C4S"), Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss, Jeffrey M. Solomon, John Mutch, Philip Moyer and Jeffrey C. Smith (the
"Participants").
Starboard beneficially owns 2,774,471 shares of Common Stock of the Company.
Parche beneficially owns 528,470 shares of Common Stock of the Company. As the
investment manager of Starboard and the managing member of Parche, Admiral
Advisors may be deemed to beneficially own the 2,774,471 shares of Common Stock
of the Company owned by Starboard and the 528,470 shares of Common Stock of the
Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital
may be deemed to beneficially own the 2,774,471 shares of Common Stock of the
Company owned by Starboard and the 528,470 shares of Common Stock of the Company
owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to
beneficially own the 2,774,471 shares of Common Stock of the Company owned by
Starboard and the 528,470 shares of Common Stock of the Company owned by Parche.
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to beneficially own the 2,774,471 shares of Common
Stock of the Company owned by Starboard and the 528,470 shares of Common Stock
of the Company owned by Parche.
Mr. Mutch beneficially owns 200,000 shares of Common Stock of the Company. Mr.
Moyer does not beneficially own any shares of Common Stock of the Company. Mr.
Smith does not beneficially own any shares of Common Stock of the Company.
# # #
CONTACT:
Media & Stockholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080