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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A-1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ____________ to ____________ .
Commission file number 0-17111
PHOENIX TECHNOLOGIES LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 04-2685985
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
411 East Plumeria Drive, San Jose, California 95134
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(Address of principal executive offices, including zip code)
(408) 570-1000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, par value $.001 16,992,792
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Class Number of shares Outstanding at
April 30, 1997
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The following is amendment number 1 to the Form 10-Q filed by Phoenix
Technologies Ltd. for the quarter ended March 31, 1997. Other than the
information contained below under the heading "Submission of Matters to a
Vote of Security Holders" in part II, item 4, the information contained in
the Form 10-Q as originally filed with the Securities and Exchange Commission
remains unchanged.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held an Annual Meeting of its Stockholders on March 6, 1997, at
which the following occurred:
ELECTION OF DIRECTORS: The stockholders elected Lawrence G. Finch and Anthony
P. Morris as Class I Directors, to serve until the 2000 Annual Meeting of
Stockholders. The other persons continuing as directors are Charles Federman,
Ronald D. Fisher, Lance E. Hansche, and Jack Kay. The vote on the matter was
as follows:
FINCH MORRIS
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FOR 13,466,441 13,465,066
AGAINST - -
ABSTAIN 91,631 93,006
BROKERS NON-VOTES - -
APPROVAL OF THE 1996 EQUITY INCENTIVE PLAN: The stockholders adopted the 1996
Equity Incentive Plan under which 800,000 shares of the Company's Common
Stock were reserved for issuance pursuant to awards granted under the plan.
The vote on the matter was as follows:
FOR 12,074,615
AGAINST 1,374,609
ABSTAIN 108,048
BROKERS NON-VOTES 800
APPOINTMENT OF INDEPENDENT AUDITORS: The stockholders ratified the
appointment of Ernst & Young, LLP as the Company's independent auditors for
the year ending September 30, 1997. The vote on the matter was as follows:
FOR 13,516,561
AGAINST 14,006
ABSTAIN 27,505
BROKERS NON-VOTES -
SIGNATURE
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 thereunto duly authorized.
PHOENIX TECHNOLOGIES LTD.
Date: August 25, 1997 By:/s/Robert J. Riopel
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Robert J. Riopel
Vice President, Finance and
Chief Financial Officer
