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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):                January 25, 2007               
PHOENIX TECHNOLOGIES LTD.
 
(Exact name of registrant as specified in its charter)
         
Delaware   0-17111   04-2685985
 
(State or other jurisdiction
of incorporation)
  (Commission File
Number)
  (IRS Employer
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 (See General Instruction A.2. below):
o   Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
 
 

 


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Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1


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Item 2.02. Results of Operations and Financial Condition.
     On January 25, 2007, Phoenix Technologies Ltd. issued a press release announcing its financial results for the quarter ended December 31, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release contains non-GAAP calculations of operating expenses, 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 regarding the Company’s performance that facilitate comparisons to the Company’s historical performance. A reconciliation between these non-GAAP financial measures and the nearest GAAP financial measures is provided in the financial statements accompanying the press release.
Item 9.01. Financial Statements and Exhibits.
     (d)       Exhibits.
     
99.1
  Phoenix Technologies Ltd. Press Release dated January 25, 2007.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  PHOENIX TECHNOLOGIES LTD.
 
 
  By:   /s/ Scott C. Taylor    
    Scott C. Taylor   
    Senior Vice President, General Counsel
and Secretary 
 
 
Date: January 25, 2007

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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Phoenix Technologies Ltd. Press Release dated January 25, 2007.