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|
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|_| 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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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 (collectively, the "Ramius Group"), made a definitive
filing with the Securities and Exchange Commission ("SEC") on January 25, 2007
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").
On February 12, 2007, the Ramius Group and the Company entered into
a settlement agreement relating to the 2007 annual meeting (the "Settlement
Agreement"). Pursuant to the terms of the Settlement Agreement, the Ramius Group
has withdrawn and terminated its proxy solicitation in connection with the
Company's 2007 annual meeting. The Ramius Group does not intend to vote any
proxies on the white proxy card that it has received or receives. Pursuant to
the terms of the Settlement Agreement, the Company's Board agreed to nominate
and recommend John Mutch and Robert J. Majteles (collectively, the "Nominees")
for election to the Company's Board as Class 2 directors at the 2007 annual
meeting in place of the Company's previous nominees, David S. Dury and Taher
Elgamal. The Company has also entered into an agreement with certain entities
and individuals affiliated with AWM Investment Company, Inc. (the "AWM Group"),
pursuant to which, among other things, the AWM Group has agreed to vote its
shares in favor of the Nominees at the 2007 annual meeting.
Item 1: On February 12, 2007, the Company issued the following press
release:
PHOENIX TECHNOLOGIES AND LARGEST INVESTORS AGREE ON NEW BOARD NOMINEES
RAMIUS GROUP WITHDRAWS DISSIDENT PROXY; SECOND LARGEST SHAREHOLDER PROVIDES
SUPPORT; NEW AGREEMENT WILL BENEFIT ALL SHAREHOLDERS
MILPITAS, CA: February 12, 2007 -- Phoenix Technologies Ltd. (NASDAQ: PTEC),
the global leader in core systems firmware, today announced that the Company
has reached agreements regarding board composition with each of its two
largest shareholders, the Ramius Group and the AWM Group.
The Phoenix Technologies board of directors has determined that it is in the
best interests of all shareholders of the Company to nominate Mr. John Mutch and
Mr. Robert J. Majteles, for election to the Phoenix Technologies board at the
Company's annual meeting of stockholders to be held on February 14, 2007.
Following the election of the new nominees to the Phoenix Technologies board,
Mr. Mutch will be appointed as a member of the Audit Committee of the board and
Mr. Majteles will be appointed as a member of the Nominating and Governance
Committee of the board. Current board members and nominees for the upcoming
elections, Mr. Dave Dury and Dr. Taher Elgamal, have decided to withdraw their
candidacy. Mr. Dale Fuller, a current board member, will become the new chairman
of the board upon Mr. Dury's departure.
In announcing the agreement, Mr. Woody Hobbs, president and chief executive
officer of Phoenix Technologies said, "We are very pleased that we were able to
reach an agreement with the Ramius Group, our largest shareholder. By adding one
board member recommended by the Ramius Group and one by AWM, we ensure that
diverse shareholder interests are represented on the board."
"I also want to thank Dave Dury and Taher Elgamal for their service on the board
and for their help in facilitating this settlement. We can now get back to the
real business of making Phoenix Technologies a great and valuable company,"
added Mr. Hobbs.
Mr. John Mutch, who was originally nominated by Starboard Value and Opportunity
Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C., is the founder
and a managing partner of MV Advisors, LLC. In March 2003, Mr. Mutch was
appointed to the board of directors of Peregrine Systems, a global enterprise
software provider, where he served as President and CEO, and led the company
through its acquisition by Hewlett-Packard. Mr. Mutch joined HNC Software in
1997 where he was promoted to increasing responsibilities culminating in the CEO
position in 2001. From December 1986 to June 1994, Mr. Mutch held a variety of
executive sales and marketing positions with Microsoft Corporation, including
director of organization marketing. Mr. Mutch is currently a director of the San
Diego Software Industry Council. He holds a B.S. from Cornell University and an
M.B.A. from the University of Chicago.
Mr. Robert J. Majteles, recommended by Ramius and by the AWM Group, is the
managing partner of Treehouse Capital LLC, an investment firm he founded in
2001. Prior to Treehouse, Mr. Majteles was CEO of three different technology
companies. In addition, Mr. Majteles has also been an investment banker and a
mergers and acquisitions attorney. Mr. Majteles received a law degree from
Stanford University in 1989 and a Bachelor of Arts degree from Columbia
University in 1986. He is also a Lecturer at the Haas School of Business,
University of California, Berkeley, and at Stanford Law School, Stanford
University.
In connection with the agreement, the Ramius Group has agreed to withdraw its
proxy solicitation and vote in favor of both Mr. Mutch and Mr. Majteles. AWM has
also agreed to vote in favor of both nominees.
The Company also announced that it intends to convene its annual meeting of
stockholders as originally scheduled at 10:00 A.M., Pacific Standard Time, on
February 14, 2007 at the Company's offices located at 915 Murphy Ranch Road,
Milpitas, California 95035, and then immediately adjourn the meeting to a later
date, in order to provide stockholders time to receive supplemental proxy
materials and a new proxy card to reflect the Company's two new nominees for
Class 2 Director.
ABOUT PHOENIX TECHNOLOGIES
Phoenix Technologies Ltd. (NASDAQ: PTEC) is the global market leader in system
firmware that provides the most secure foundation for today's computing
environments. The Company established industry leadership with its original BIOS
product in 1983, and today has 149 technology patents, has shipped in over one
billion systems, and continues to ship in over 125 million new systems each
year. The company's breakthrough solution, TrustedCore, enables hardware vendors
to bring secure devices to market with the latest advances in Microsoft
operating systems. The PC industry's top builders and specifiers trust Phoenix
to pioneer open standards and deliver innovative solutions to help them
accelerate time to market, differentiate products and increase profits. Phoenix
is headquartered in Milpitas, California with offices worldwide. For more
information, visit www.phoenix.com. Phoenix, Phoenix Technologies, and the
Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix
Technologies Ltd. All other trademarks are the property of their respective
owners.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: With the exception of historical information, the statements set forth
above include forward-looking statements that involve risk and uncertainties.
All forward-looking statements included in this document are based upon
information available to the Company as of the date hereof, and the Company
assumes no obligation to update any such forward-looking statement. Factors that
could cause actual results to differ materially from those in the forward
looking statements are discussed in the Company's filings with the Securities
and Exchange Commission, including its recent filings on Form 10-K, filed
December 14, 2006.
Contacts
Phoenix Technologies
Media & Investor Relations
Tel. +1 408 570 1060
investor_relations@phoenix.com
public_relations@phoenix.com
Erica Mannion, Sapphire Investor Relations
Tel. +1 212 766 1800 x203
emannion@sapphireinvestorrelations.com
SOURCE: Phoenix Technologies Ltd.