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 26, 2007
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in its 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
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(Commission File
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(IRS Employer |
| of incorporation)
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Number)
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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) |
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))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
(e) On January 26, 2007, Phoenix Technologies Ltd. (the “Company”) and David L. Gibbs, the
Company’s Sr. Vice President & General Manager, Worldwide Field Operations, agreed to amend the
Severance and Change of Control Agreement dated as of July 25, 2006 by and between the Company and
Mr. Gibbs (the “Agreement”). Such amendment provides that effective as of January 26, 2007, if Mr.
Gibbs terminates his employment with the Company for Good Reason or the Company terminates Mr.
Gibbs’ employment with the Company for a reason other than Cause, Disability or death on or after
July 25, 2007 and within two months prior to or twelve months following a Change of Control, then
100% of any shares of restricted stock of the Company held by Mr. Gibbs shall vest and all
associated rights of Company repurchase and forfeiture restrictions would lapse immediately. Mr.
Gibbs shall also remain entitled to receive any and all benefits otherwise provided for by the
Agreement prior to the amendment discussed above.
All capitalized defined terms used but not defined in this Form 8-K have the meanings given in
the Agreement.