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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
XIONICS DOCUMENT TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
98412X-10-3
(CUSIP Number)
SCOTT C. NEELY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PHOENIX TECHNOLOGIES LTD.
2770 DE LA CRUZ BOULEVARD
SANTA CLARA, CA 95050
TELEPHONE: (408) 654-9000
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 26, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement. /x/
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
Page 1 of 5
The Exhibit Index is on page 5
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Schedule 13D
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(1) Names of Reporting Persons. Phoenix Technologies Ltd.
S.S. or I.R.S. Identification Nos. 04-2685985
of Above Persons
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds* OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting 1,455,381
Beneficially Owned Power
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting 0
Power
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(9) Sole Dispositive 1,455,381
Power
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(10) Shared Dispositive 0
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,455,381
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11) 14.5%
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(14) Type of Reporting Person CO
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Schedule 13D
Item 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of Issuer.
Xionics Document Technologies, Inc.
70 Blanchard Road
Burlington, MA 01803
(b) Title and Class of Equity Securities.
Common Stock, $.01 par value per share
Item 2. Identity and Background
(a) Name of Person Filing: Phoenix Technologies Ltd.
The executive officers and directors of Phoenix Technologies Ltd.
are set forth on Appendix A hereto.
(b) Principal Business: Design, development and marketing of
system-level software, and synthesizable cores.
(c) Address of Principal Business and Principal Office:
2770 De La Cruz Boulevard
Santa Clara, CA 95050
(d) Criminal Proceedings:
During the last five years neither the Reporting Person nor any
officer or director of the Reporting Person has been convicted in
any criminal proceeding.
(e) Civil Proceedings:
During the last five years neither the Reporting Person nor any
officer or director of the Reporting Person has been party to any
civiil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person would
have been subject to any judgment, decree or final order
enjoining future violations of or prohibiting or mandating
activities subject to Federal or State securities laws or finding
any violation with respect to such laws.
(f) State of Incorporation: Delaware
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Schedule 13D
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person sold certain of its assets and liabilities to the
Issuer on November 8, 1994 in exchange for shares of capital preferred
stock and a promissory note of the Issuer. After November 8, 1994,
the Reporting Person converted a portion of such promissory note into
additional shares of capital preferred stock of the Issuer and
converted a portion of such preferred stock into non-voting common
stock of the Issuer. As a result of the initial public offering of
shares of its common stock by the Issuer, all of the shares of such
preferred stock and non-voting common stock were converted into an
equivalent number of shares of the Issuer's Common Stock, par value
$.01 par value per share.
Item 4. Purpose of the Transaction.
The Reporting Person acquired the shares as an investment and in
connection with the sale of assets and liabilities referred to in the
response to Item 3 above.
Item 5. Interests in Securities of the Issuer.
(a) Number of Shares Beneficially Owned: 1,455,381 shares
Right to Acquire: 0
Percent of Class: 14.5% *
*Based on representations made to the Reporting Person by the
Issuer as to the number of shares outstanding on September 30,
1996 (i.e., excluding treasury shares).
(b) Sole Power to Vote, Direct the Vote of,
or Dispose of Shares: 1,455,318 shares
(c) Recent Transactions:
On September 26, 1996, the Reporting Person sold 500,000 share of
the Issuer's common stock in the initial public offering of shares
by the Issuer at a net price of $11.16 per share. The
underwriters in the offering have a 30-day option to purchase at
the same net price per share an additional 75,000 shares of the
Issuer's common stock from the Reporting Person.
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
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Schedule 13D
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The underwriters in the initial public offering of the Issuer's shares
have a 30-day option to purchase at a net price of $11.16 per share an
additional 75,000 shares of the Issuer's common stock from the
Reporting Person. The Reporting Person has agreed that it will not
sell any other shares of the Issuer's common stock within 180 days
after September 26, 1996.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 Asset Purchase Agreement made as of September 30, 1994 by and
between Phoenix Technologies Ltd. and Xionics International
Holdings, Inc. (incorporated by reference to Exhibit 2.01 to
Phoenix Technologies Ltd.'s Form 8-K dated November 8, 1994).
Exhibit 2 Underwriting Agreement among Xionics Document Technologies, Inc.,
Phoenix Technologies, Inc. and Adams, Harkness and Hill and
SoundView Financial Group, Inc. (incorporated by reference to
Exhibit 1.1 to Amendment No. 4 to the Registration Statement of
Xionics Document Technologies, Inc. on Form S-1).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of October 7, 1996
PHOENIX TECHNOLOGIES LTD.
By: /S/ SCOTT C. NEELY
-------------------------------
Scott C. Neely
Vice President, General Counsel
and Secretary
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Schedule 13D
APPENDIX A
EXECUTIVE OFFICERS
The following is a list of all executive officers of Phoenix Technologies
Ltd. Unless otherwise indicated, each officer's business address is 2770 De La
Cruz Boulevard, Santa Clara, CA 95050, which address is Phoenix Technologies
Ltd.'s business address. All executive officers are United States citizens.
Name: Jack Kay
Title: President and Chief Executive Officer; Director
Name: Robert J. Riopel
Title: Vice President, Finance, Chief Financial Officer and Treasurer
Name: David A. Everett
Title: Vice President, Worldwide Field Operations
Name: Gayn B. Winters
Title: Vice President, Engineering
Address: 2575 McCabe Way, Irvine, CA 92714
DIRECTORS
The following is a list of all Directors of Phoenix Technologies Ltd.,
other than Jack Kay, and certain other informatioin with respect to each
Director. All Directors are United States citizens. The pertinent information
for Mr. Kay is described in this Appendix A under "Executive Officers".
Name: Charles Federman
Business Address: One Bridge Plaza, Ft. Lee, NJ 07024
Principal Occupation: Partner, Broadview Associates
Name, principal business Broadview Associates, an investment banking and
and address of corporation financial advisory services partnership
or other organization on One Bridge Plaza,
which employment is Ft. Lee, NJ 07024
conducted:
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Schedule 13D
Name: Lawrence G. Finch
Business Address: 2884 Sand Hill Road, Suite 121, Menlo Park, CA
94025
Principal Occupation: Partner, Sigma Partners, venture capital
partnership
Name, principal business Sigma Partners, a venture capital partnership
and address of corporation 2884 Sand Hill Road
or other organization on Suite 121
which employment is Menlo Park, CA 94025
conducted
Name: Ronald D. Fisher
Business Address: 10 Langley Road, #403, Newton Centre, MA 02159
Principal Occupation: Vice Chairman, Softbank Holdings Inc.
Name, principal business Softbank Holdings Inc., holding
and address of corporation company responsible for U.S. investments of
or other organization on Softbank Corporation, the leading worldwide
which employment is electronic publisher of computer-related magazines
conducted and books, distributor of computer software,
peripherals and systems, and producer of
technology-related trade shows and expositons
10 Langley Road, #403
Newton Centre, MA 02159
Name: Lance E. Hansche
Business Address: P.O. Box 445, Franklin, MA 02038
Principal Occupation: Strategic Advisor, Phoenix Technologies Ltd.
Name, principal business Phoenix Technologies Ltd., a
and address of corporation supplier of system-level software and
or other organization on synthesizable cores
which employment is 2770 De Lu Cruz Blvd.
conducted Santa Clara, CA 95050
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Schedule 13D
Name: Anthony P. Morris
Business Address: 211 Congress Street, Second Floor, Boston, MA
02110
Principal Occupation: President, Morris & Associates
Name, principal business Morris & Associates, a management
and address of corporation consulting and financial advisory firm
or other organization on 211 Congress Street
which employment is Second Floor
conducted Boston, MA 02110
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