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. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| 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 &aCO., 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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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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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 February 7, 2007, Ramius Capital issued the following press
release:
FOR IMMEDIATE RELEASE
RAMIUS GROUP BELIEVES ITS NOMINEES ARE MORE QUALIFIED TO OVERSEE PHOENIX
TECHNOLOGIES LTD.
URGES STOCKHOLDERS TO VOTE THE WHITE PROXY CARD TO
ELECT RAMIUS NOMINEES MUTCH AND MOYER IN UPCOMING BOARD ELECTION
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NEW YORK - FEBRUARY 7, 2007 - Starboard Value and Opportunity Master Fund Ltd.,
an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius"), today urged
stockholders to support its industry-expert nominees at the upcoming Annual
Meeting of Stockholders of Phoenix Technologies Ltd. ("Phoenix" or the
"Company") (NASDAQ: PTEC).
Ramius Executive Managing Director Jeffrey C. Smith stated, "As one of Phoenix's
largest stockholders, we feel strongly that the Company should have the best
possible board. The prior board yielded to the pressures of being a public
company. Since the Company will remain public, it is absolutely imperative that
the board has the most qualified directors."
"Unlike Chairman Dury and Dr. Elgamal, Ramius' nominees are independent industry
experts who are more qualified to oversee the Company at this critical time. We
urge all Phoenix stockholders to vote for Ramius nominees John Mutch and Philip
Moyer in the upcoming election," added Smith.
In addition, Ramius commented on the ISS and Glass Lewis reports. Smith stated,
"Although ISS and Glass Lewis each conducted a thoughtful analysis of the
situation, both firms unfortunately based their conclusions on outdated
information. Ramius has withdrawn its offer for the Company, and our nominees
are committed to acting in the best interest of all Phoenix stockholders."
In its report, Glass Lewis identified several significant issues that Phoenix
stockholders should keep in mind as they cast their votes, including the fact
that Phoenix nominee David Dury, who is not an independent director, served on
the Company's nominating and governance committee, which Glass Lewis believes
should consist entirely of independent directors. In Glass Lewis' opinion, the
Company's compensation committee, of which Phoenix nominee Taher Elgamal was a
member, did not effectively serve Phoenix stockholders in 2006, and Glass Lewis
assigned an "F" grade to Phoenix's compensation practices.
Glass Lewis acknowledged in its report that, if this were not a contested
election, "Based on the stated issues, we would generally recommend that
shareholders withhold their support for nominees Dury and Elgamal."
Ramius urges all Phoenix stockholders to sign, date and return the WHITE proxy
card by the February 14, 2007 deadline. Stockholders who have questions or need
assistance in voting their WHITE proxy card should call Ramius' proxy
solicitors, Innisfree M&A Incorporated at (877) 800-5185.
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.
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.
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CONTACT:
Media & Stockholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080