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): October 23, 2007
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in 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:
| o |
|
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)). |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)). |
TABLE OF CONTENTS
ITEM 2.02 Results of Operations and Financial Condition
On October 23, 2007, Phoenix Technologies Ltd. (the “Company”) issued a press release announcing
its financial results for the quarter and year ended September 30, 2007. 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 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 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.
The Company uses these non-GAAP measures when evaluating its financial results as well as for
internal planning and budgeting purposes. Equity-based compensation is excluded from non-GAAP
financial results since it is a non-cash based charge. Restructuring costs are excluded from
non-GAAP financial results since these are infrequent and non-recurring and therefore may not be
considered directly related to our on-going business operations. 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.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
| |
|
|
99.1
|
|
Phoenix Technologies Ltd. Press Release dated October 23, 2007. |