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 22, 2008
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) |
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Registrant’s telephone number, including area code:
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(408) 570-1000 |
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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)).
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TABLE OF CONTENTS
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| ITEM 2.02 |
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Results of Operations and Financial Condition |
On April 22, 2008, Phoenix Technologies Ltd. (the “Company”) issued a press release announcing
its financial results for the quarter ended March 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 cost and amortization of purchase
technology. 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 purchased
technology is excluded from non-GAAP financial results since it generally cannot be changed by
management after an acquisition of technology has occurred. 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.
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| ITEM 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
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99.1
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Phoenix Technologies Ltd. Press Release dated April 22, 2008. |