<PAGE>
PROSPECTUS
1,241,842 SHARES
PHOENIX TECHNOLOGIES LTD.
COMMON STOCK
($0.001 PAR VALUE)
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock, $0.001 per share ("Common Stock"),
of Phoenix Technologies Ltd. (together with its consolidated subsidiaries,
"Phoenix") offered from time to time by any or all of the Selling Stockholders
named herein (the "Selling Stockholders") who received such shares in exchange
for their shares of the capital stock of Virtual Chips, Inc. ("VCI") upon the
merger of a wholly-owned subsidiary of Phoenix with and into VCI on August 14,
1996 (the "Merger"). Such shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. Phoenix will receive no
part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being born by Phoenix, but all
selling and other expenses incurred by Selling Stockholders will be born by such
Selling Stockholders. None of the shares offered pursuant to this Prospectus has
been registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
The Common Stock offered hereby may be offered and sold from time to time by
the Selling Stockholders directly or through broker-dealers or underwriters who
may act solely as agents, or who may acquire the Common Stock as principals. The
distribution of the Common Stock may be effected in one or more transactions
that may take place through the Nasdaq national Market, including block trades
or ordinary broker's transactions, or through privately negotiated transactions,
or through underwritten public offerings, or through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or specially negotiated brokerage fees or commissions may be paid by
the Selling Stockholders in connection with such sales. See "Plan of
Distribution."
The Common Stock of Phoenix is traded in the over-the-counter market on the
Nasdaq National Market (Nasdaq Symbol: PTEC). On November 11, 1996, the closing
sale price of a share of Phoenix's Common Stock was $17.00.
Each Selling Stockholder and any broker executing selling orders or behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PHOENIX.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES BY ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,
SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OF ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 29, 1996
<PAGE>
AVAILABLE INFORMATION
Phoenix is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at: Seven World Trade Center, New York,
New York 10045; and 5009 West Madison Street, Suite 1400, Chicago, Illinois
60661; and copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at proscribed rates.
Information as of particular dates concerning directors and officers of Phoenix,
their remuneration, options granted to them, the principal holders of securities
of Phoenix, and any material interest of such persons in transaction with
Phoenix has been or will be disclosed in the proxy statements to be distributed
to stockholders of Phoenix and filed with the Commission.
This Prospectus contains information concerning Phoenix, but does not
contain all the information set forth in the Registration Statement on Form S-3
which Phoenix has filed with the Commission under the Securities Act (the
"Registration Statement"). The Registration Statement, including various
exhibits, may be inspected at the Commission's office in Washington, D.C.
INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the Commission
are hereby incorporated by reference in this Prospectus:
(1) Phoenix's Annual Report on Form 10-K for the fiscal year ended September
30, 1995.
(2) Phoenix's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996.
(3) Phoenix's Forms 10-Q/A-1 filed with respect to Phoenix's Quarterly
Reports on Form 10-Q for the fiscal quarters ended December 31, 1995 and
June 30, 1996.
(4) Phoenix's Current Report on Form 8-K filed on January 2, 1996.
All documents filed by Phoenix pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of securities contemplated hereby shall be deemed to
be incorporated by reference in this Prospectus or any Prospectus Supplement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference or deemed to be incorporated
by reference in this Prospectus or any Prospectus Supplement shall be deemed to
be modified or superseded for all purposes of this Prospectus or such Prospectus
Supplement to the extent that a statement contained herein, therein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein or in such Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
Phoenix will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents referred to above which have been or may
be incorporated in this Prospectus by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to: General Counsel,
Phoenix Technologies Ltd., 2770 De La Cruz Boulevard, Santa Clara, California
95050; telephone number 408-654-9000.
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THE COMPANY
Phoenix designs, develops, manufactures, markets and supports
standards-based compatibility software to the personal computer and information
appliance industries. Such software includes synthesizable cores for
interconnect standards, including PCI, USB and other emerging interfaces. In
addition to software products, Phoenix offers training, consulting, maintenance
and engineering services to its customers.
Phoenix Technologies Ltd. was originally incorporated as Phoenix Software
Associates Ltd. in Massachusetts in 1979 and was reincorporated in Delaware in
1986. Phoenix maintains its executive offices at 2770 De La Cruz Boulevard,
Santa Clara, California 95050 and its telephone number is 408-654-9000.
FORWARD LOOKING INFORMATION
This Prospectus, including the information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth below. Reference is made in particular to the
discussion set for under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 and in the Quarterly Reports on Form 10-Q
for the fiscal quarters ended December 31, 1995, March 31, 1996 and June 30,
1996, including the Form 10-Q/A-1 filed with respect to the Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1996.
SELLING STOCKHOLDERS
The following table shows, as to each Selling Stockholder, (i) such
stockholder's name and position, if any, with Phoenix , (ii) the number of
shares of Common Stock beneficially owned prior to the offering, and (iii) the
number of shares of Common Stock to be sold pursuant to this Prospectus:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES TO BE
OWNED PRIOR TO SOLD IN THE
NAME OFFERING(1)(2) OFFERING
- ---------------------------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
Thomas Anderson............................................................. 46,077 46,077
John G. Balletto, Trustee for the John G. Balletto and Marni A. Balletto
Family Trust U/A/D 8/12/93................................................ 7,447 7,447
Thomas Cervantez............................................................ 1,974 1,974
Shyamal Roy Chowdhry........................................................ 24,684 24,684
Herbert V. Criscito......................................................... 9,682 9,682
Mario A. Criscito........................................................... 20,108 20,108
Simon Davidmann............................................................. 25,013 25,013
Jorge del Calvo............................................................. 13,165 13,165
Jorge del Calvo, Trustee for Ahin Thomas 1996 Trust......................... 7,899 7,899
Jorge del Calvo, Trustee for Suneil Thomas 1996 Trust....................... 7,899 7,899
Fluegel Trust, FBO F.K. & D.K. Fluegel...................................... 29,790 29,790
Ram Paul Gupta.............................................................. 7,447 7,447
Martin Harding.............................................................. 52,660 52,660
James J. Harrison........................................................... 7,447 7,447
Sayed Hussain............................................................... 39,495 39,495
Sikandar Gilani, Trustee, Hussain's Children's Trust I...................... 26,330 26,330
James J. Kim................................................................ 7,447 7,447
Nestling, Inc. Retirement Trust............................................. 7,447 7,447
Thomas O'Connell............................................................ 32,912(3) 26,330
S. Pattapa.................................................................. 13 13
</TABLE>
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<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES TO BE
OWNED PRIOR TO SOLD IN THE
NAME OFFERING(1)(2) OFFERING
- ---------------------------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
The Pickard Family Trust.................................................... 14,895 14,895
Rajan Raghavan.............................................................. 582,274 582,274
Lakshmi Jengler, Trustee of the Raghavan Family Irrevocable Trust for Ravi
Raghavan.................................................................. 37,981 37,981
Lakshmi Jengler, Trustee of the Raghavan Family Irrevocable Trust for
Srindhi Raghavan.......................................................... 37,981 37,981
Tim Richardson.............................................................. 7,447 7,447
Joseph D. Rizzi............................................................. 47,539(4) 40,957
Joseph D. and Elizabeth M. Rizzi 1990 Family Trust.......................... 26,811 26,811
John Rizzi.................................................................. 1,489 1,489
Suzanne Phelan.............................................................. 1,489 1,489
Mansour S. Saki............................................................. 6,363 6,363
Lori L. Scott............................................................... 8,350(5) 6,582
Ajay Shah................................................................... 2,369 2,369
Rajvir and Swadesh Singh.................................................... 14,895 14,895
Richard T. Skipworth........................................................ 7,447 7,447
Arvind and Gita Thadhani, Custodians for Sehr Thadhani, UGMA................ 5,957 5,957
A. Thampy Thomas............................................................ 85,133(6) 78,551
</TABLE>
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(1) Based on shares beneficially owned at November 1, 1996.
(2) No Selling Stockholder will own more than 1% of the outstanding shares of
Common Stock of Phoenix following the sale of the shares offered hereby.
Prior to the offering, Rajan Raghavan is the only Selling Stockholder who
owns more than 1% of the outstanding shares of Phoenix and owns
approximately 3.8% of the outstanding Phoenix Common Stock
(3) Includes 6,582 shares which Mr. O'Connell may acquire pursuant to options to
purchase Phoenix common stock which are exercisable within 60 days of
November 1, 1996.
(4) Includes 6,582 shares which Mr. Rizzi may acquire pursuant to options to
purchase Phoenix common stock which are exercisable within 60 days of
November 1, 1996.
(5) Includes 1,768 shares which Ms. Scott may acquire pursuant to options to
purchase Phoenix common stock which are exercisable within 60 days of
November 1, 1996.
(6) Includes 6,582 shares which Mr. Thomas may acquire pursuant to options to
purchase Phoenix common stock which are exercisable within 60 days of
November 1, 1996.
PLAN OF DISTRIBUTION
Phoenix has been advised by the Selling Stockholders that they and any
person receiving shares from the Selling Stockholders in the form of a bona fide
gift or transfer (a "Transferee") intend to sell all or a portion of the shares
offered hereby from time to time in the over-the-counter market and that sales
will be made at prices prevailing at the times of such sales. The Selling
Stockholders and any Transferee may also make private sales directly or through
a broker or brokers, who may act as agent or as principal. In connection with
any sales, the Selling Stockholders, any Transferee and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. Phoenix will receive no part of the proceeds of sales
made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders and any Transferee (and, if they act
as agent for the purchase of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders and any
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<PAGE>
Transferee. Broker-dealers may agree with the Selling Stockholders to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the Selling
Stockholders and any Transferee, to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer commitment to the Selling
Stockholders and any Transferee. Broker-dealers who acquire shares as principal
may thereafter resell such shares form time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
Phoenix has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Exchange Act may apply to their sales in the
market, has furnished each Selling Stockholder with a copy of these Rules and
has informed them of the need for delivery of copies of this Prospectus. The
Selling Stockholders or any Transferee may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such broker
- -dealers, and any profits received on the resale of such shares, may be deemed
to be underwriting discounts and commissions under the Securities Act if any
such broker-dealers purchase shares as principal.
Upon notification by a Selling Stockholder or any Transferee to Phoenix that
any material arrangement has been entered into with a broker-dealer for the sale
of shares through a cross or block trade, to the extent required, a supplemental
prospectus will be filed under Rule 494(c) under the Securities Act setting
forth the name of the participating broker-dealer(s), the number of shares
involved, the price at which such shares were sold by the Selling Stockholder or
any Transferee, the commissions paid or discounts or concessions allowed by the
Selling Stockholder or any Transferee to such broker-dealer(s), and where
applicable, that such broker-dealer(s) did not conduct any investigation to
verify the information set forth in this Prospectus.
The shares offered for sale herein are "covered securities" within the
meaning of the Securities Act, and, therefore, preempt the qualification
requirements of the securities or blue sky laws of the various states. To ensure
compliance with the state requirements for regulation of broker-dealers and
agents, the Selling Stockholders have been or will be advised that sales of the
shares offered herein should be effected through registered brokers or dealers.
Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that any of the Selling Stockholders or any
Transferee will sell any or all of the shares of Common Stock offered by them
hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Scott C. Neely, Vice President, General Counsel and
Secretary of Phoenix. As of November 1, 1996, Mr. Neely beneficially owned
22,541 shares of Common Stock, including 21,250 shares which may be acquired
pursuant to options vested as of November 1, 1996 and vesting within 60 days
after such date.
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