UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Phoenix Technologies Ltd.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
719153 10 8
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(CUSIP Number)
June 11, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 719153 10 8 SCHEDULE 13G PAGE 2 OF 5
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Clark Estates, Inc.
13-5524538
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 5. SOLE VOTING POWER 1,275,535
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 1,275,535
REPORTING --------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,275,535
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 719153 10 8 SCHEDULE 13G PAGE 3 OF 5
Item 1(a). Name of Issuer:
Phoenix Technologies Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
411 E. Plumeria Drive
San Jose, California 95134
Item 2(a). Name of Person Filing:
The Clark Estates, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number:
719153 10 8
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company as defined in Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
N/A
CUSIP No. 719153 10 8 SCHEDULE 13G PAGE 4 OF 5
Item 4. Ownership:
(a) Amount beneficially owned: 1,275,535 (the "Shares")
(b) Percent of class: 5.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,275,535
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,275,535
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of a class of securities, check the following [ ].
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Other persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares. None of such
persons has an interest exceeding five percent.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 719153 10 8 SCHEDULE 13G PAGE 2 OF 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: June 20, 2003
THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
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Name: Kevin S. Moore
Title: President