Phoenix Technologies Ltd - Current report filing (8-K)
March 27 2008 - 11:09AM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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March 26, 2008
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Phoenix Technologies Ltd.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-17111
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04-2685985
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_____________________
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File 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)
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Registrants telephone number, including area code:
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408-570-1000
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Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 27, 2008, Phoenix Technologies Ltd., a Delaware corporation ("Phoenix") announced it has agreed to acquire all of the outstanding shares of privately held BeInSync Ltd., a company incorporated under the laws of the State of Israel ("BeInSync") pursuant to a Share Purchase Agreement (the "Purchase Agreement") by and among Phoenix, BeInSync, the holders of the outstanding shares of BeInSync (the "Shareholders"), and the representative of the Shareholders.
Under the terms of the Purchase Agreement, the total consideration for the outstanding shares of BeInSync will be $22.1 million, including liabilities that will be assumed by Phoenix at closing. The net consideration to be paid to the BeInSync shareholders will be in the form of cash and Phoenix common stock.
The acquisition has been approved by the board of directors of Phoenix and the board of directors and shareholders of BeInSync and is subject to customary closing conditions.
The press release announcing the transaction is attached to this Current Report as Exhibit 99.1.
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.
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Phoenix Technologies Ltd.
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March 27, 2007
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By:
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/s/ Timothy C. Chu
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Name: Timothy C. Chu
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Title: Vice President, General Counsel & Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated March 27, 2008 announcing acquisition of BeInSync Ltd.
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