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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 04-2685985
------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
411 East Plumeria Drive, San Jose, California 95134
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(408) 570-1000
----------------------------------------------------
(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
--- ---
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 16,942,314
------------------------------- -------------------------------
Class Number of shares Outstanding at
June 30, 1997
Exhibit Index is on Page 12
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PHOENIX TECHNOLOGIES LTD.
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1997 and September 30, 1996..................3
Condensed Consolidated Income Statements
Three and Nine Months Ended June 30, 1997 and 1996....4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended June 30, 1997 and 1996..............5
Notes to Condensed Consolidated Financial Statements..6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............8
PART II. OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K.........................10
a. Exhibits.........................................10
b. Report on form 8-K...............................10
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PHOENIX TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
June 30, September 30,
1997 1996
-------- -------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 20,682 $ 25,752
Short-term investments 31,071 31,287
Accounts receivable, net of allowances
of $555 at June 30, 1997 and $467 at
September 30, 1996 20,564 16,225
Other current assets 6,206 5,528
------- -------
Total current assets 78,523 78,792
Other marketable securities 19,087 21,831
Property and equipment, net 8,681 5,099
Computer software costs, net 4,902 3,694
Other assets 4,028 4,133
------- -------
Total assets $115,221 $113,549
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,292 $ 2,589
Payroll related liabilities 3,336 3,279
Other accrued liabilities 2,598 4,098
Income taxes payable 3,269 3,955
Discontinued operations 176 1,335
------- -------
Total current liabilities 11,671 15,256
Long-term obligations 7,774 8,716
Contingencies -- --
Stockholders' equity:
Preferred stock, $.10 par value,
500 shares authorized, none issued -- --
Common stock, $.001 par value, 40,000
shares authorized, 16,942 and 16,636
shares issued and outstanding at
June 30, 1997 and September 30, 1996 17 17
Additional paid-in capital 70,548 68,509
Retained earnings 14,153 8,113
Unrealized gain on available-for-sale
securities 11,452 13,098
Accumulated translation adjustment (394) (160)
------- -------
Total stockholders' equity 95,776 89,577
------- -------
Total liabilities and
stockholders' equity $115,221 $113,549
------- -------
------- -------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.
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PHOENIX TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended, Nine Months Ended,
June 30, June 30,
------------------------ -----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
License fees $ 16,987 $ 15,976 $ 50,849 $ 43,938
Services 3,521 2,669 9,235 7,449
--------- --------- --------- ---------
Total revenue 20,508 18,645 60,084 51,387
Cost of revenue:
License fees 1,415 1,676 3,498 5,154
Services 2,905 2,036 7,255 5,689
--------- --------- --------- ---------
Total cost of revenue 4,320 3,712 10,753 10,843
--------- --------- --------- ---------
Gross margin 16,188 14,933 49,331 40,544
Operating expenses:
Research and development 6,605 5,651 19,698 13,587
Sales and marketing 4,500 4,187 13,027 11,284
General and administrative 2,752 2,219 8,597 6,965
--------- --------- --------- ---------
Total operating expenses 13,827 12,057 41,322 31,836
--------- --------- --------- ---------
Income from operations 2,331 2,876 8,009 8,708
Interest income, net 683 540 2,267 1,526
Other income (expense), net 1,073 (33) 1,720 (286)
--------- --------- --------- ---------
Income before income taxes 4,087 3,383 11,996 9,948
Provision for income taxes 1,295 1,045 3,825 2,999
--------- --------- --------- ---------
Net income $ 2,792 $ 2,338 $ 8,171 $ 6,949
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per share $ 0.16 $ 0.13 $ 0.45 $ 0.40
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares used in computation 17,615 18,179 18,084 17,351
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.
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PHOENIX TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
-------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,171 $ 6,949
Reconciliation to net cash provided by operating activities:
Depreciation and amortization 4,599 3,660
Loss on disposal of property and equipment 135 --
Realized gain on sale of marketable securities (1,859) --
Equity interest in subsidiary -- 170
Changes in operating assets and liabilities:
Accounts receivable (4,282) (620)
Other assets (863) (92)
Accounts payable (312) 151
Payroll related liabilities 67 10
Other accrued liabilities (851) 193
Income taxes payable (665) 575
Discontinued operations (1,159) (351)
-------- --------
Total adjustments (5,190) 3,696
-------- --------
Net cash provided by operating activities 2,981 10,645
Cash flows from investing activities:
Proceeds from sale of short-term investments 44,723 18,448
Purchases of short-term investments (44,507) (34,870)
Proceeds from sale of marketable securities 1,897 --
Purchases of property and equipment (5,313) (3,104)
Additions to computer software costs (4,046) (2,415)
Other investing activities (366) --
-------- --------
Net cash used in investing activities (7,612) (21,941)
Cash flows from financing activities:
Proceeds from stock purchases under stock option and
stock purchase plans 3,039 3,503
Proceeds from issuance of convertible debt securities -- 706
Proceeds from issuance of common stock and warrant -- 10,443
Purchase of treasury stock (3,181) (2,004)
-------- --------
Net cash provided by (used in) financing activities (142) 12,648
-------- --------
Effect of exchange rate changes on cash and cash equivalents (297) --
-------- --------
Net increase (decrease) in cash and cash equivalents (5,070) 1,352
Cash and cash equivalents at beginning of period 25,752 25,824
-------- --------
Cash and cash equivalents at end of period $ 20,682 $ 27,176
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid during the period, net of refunds $ 3,626 $ 2,571
-------- --------
-------- --------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.
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PHOENIX TECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Phoenix Technologies Ltd. (the "Company"), designs, develops, markets and
supports standards-based system software, application software and
synthesizable cores for personal computers and other microprocessor-based
products.
The accompanying condensed consolidated financial statements of Phoenix
Technologies Ltd. and its wholly owned subsidiaries have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The information included in this
report should be read in conjunction with the Company's audited consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended September 30, 1996.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments (consisting only of
normal recurring adjustments) necessary to summarize fairly the Company's
financial position at June 30, 1997 and September 30, 1996, and the results
of operations and cash flows for the three and nine month periods ended June
30, 1997 and 1996. All significant intercompany accounts and transactions
have been eliminated. The operating results for the three and nine month
periods ended June 30, 1997 are not necessarily indicative of the results
that may be expected for the year ending September 30, 1997 or for any other
future period.
Certain amounts in the fiscal 1996 financial statements have been
reclassified to conform to the fiscal 1997 presentation.
2. Acquisitions and Mergers
In August 1996, the Company acquired Virtual Chips, Inc. in exchange for
1,241,842 shares of newly issued common stock. The transaction was accounted
for as a pooling of interests and financial information for the quarters and
nine month period ended June 30, 1996 have been restated to include the
results of operations of Virtual Chips. Virtual Chips is a leading
supplier of synthesizable cores for the computer industry. Synthesizable
cores are pre-packaged circuit descriptions used as building blocks for
system-level application specific integrated circuits (ASICs). ASICs are
used in computers and peripheral devices to connect them using PCI, USB, and
other emerging industry standard protocols.
3. Cash and Short-term Investments
Investments in certain highly liquid securities with maturities of less
than ninety days are considered cash equivalents. Investment securities
consist of U.S government and agency obligations, bankers' acceptances, and
commercial paper with original maturities generally ranging from three months
to one year. The Company classifies its investment securities as
held-to-maturity because it has the ability and intent to hold them until
maturity. Such securities are reported at amortized cost.
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4. Other Marketable Securities
Other marketable securities consist of the shares of Xionics Document
Technologies, Inc. ("Xionics") (NASDAQ: XION) owned by the Company and
classified as available-for-sale. The shares of Xionics common stock are
recorded at fair value based on quoted market prices. The unrealized gain on
this investment, less related deferred income taxes, has been recorded as a
separate component of stockholders' equity. The recorded value of the
investment, unrealized gain and deferred income taxes are adjusted to the
current fair market value at each reporting date.
5. Net Income Per Share
Net income per share is computed using the weighted average number of
common shares and dilutive common stock equivalents outstanding. Dilutive
common stock equivalents include outstanding stock options and warrants,
which are included in the computation using the treasury stock method.
Shares used in the computation of net income per share have been restated
for the quarters and nine month period ended June 30, 1996 presented to give
effect to the shares issued and options assumed by the Company for the
acquisition of Virtual Chips.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted by
the Company by September 30, 1998. At that time, the Company will be
required to change the method currently used to compute earnings per share
and to restate all prior periods. Under the new requirements for calculating
basic earnings per share, the dilutive effect of stock options will be
excluded. The change is not expected to impact primary earnings per share
for the three months ended June 30, 1997; however, the impact is expected to
result in an increase in primary earnings per share for the nine months ended
June 30, 1997 of $0.03. The impact for the three and nine months ended June
30, 1996 is expected to be an increase of $0.01 and $0.05 per share,
respectively. The Company has not yet determined what the impact of
Statement 128 will be on the calculation of fully diluted earnings per share.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Phoenix Technologies Ltd. (the "Company"), designs, develops, markets and
supports standards-based system software, application software and
synthesizable cores for personal computers and other microprocessor-based
products.
In August 1996, the Company acquired Virtual Chips, Inc. in exchange for
1,241,842 shares of newly issued common stock. The transaction was accounted
for as a pooling of interests and financial information for the quarters and
nine month period ending June 30, 1996 have been restated to include the
results of operations of Virtual Chips. Virtual Chips is a leading supplier
of synthesizable cores for the computer industry. Synthesizable cores are
pre-packaged circuit descriptions used as building blocks for system-level
application specific integrated circuits (ASICs). ASICs are used in
computers and peripheral devices to connect them using PCI, USB, and other
emerging industry standard protocols.
REVENUE Revenue for the three and nine month periods ended June 30, 1997
increased by $1.9 million (10%) and $8.7 million (17%), respectively, from
the same periods in fiscal 1996. The increase resulted primarily from an
increase in royalty revenue from the Company's expanding customer base,
additional sales to existing customers, as well as increased revenue
associated with the growth of the special products business. Product
transitions, notably the phase out of the consumer applications business,
which accounted for 15% of prior year revenues, continued to obscure the
growth in the personal computer and information appliances businesses. Also,
reduced industry expectations for 1997 desktop computer unit growth and lower
average prices moderated revenue growth. Revenue in fiscal 1997 increased
over fiscal 1996 in all regions except North America. For the three month
period ended June 30, 1997 one customer accounted for approximately 12% of
revenue and another customer accounted for approximately 11% of revenue
compared to one customer accounted for 16% of revenue in the same three month
period in fiscal 1996.
GROSS MARGIN Gross margin as a percentage of revenue for the three month
period ended June 30, 1997 decreased slightly to 79% of revenue as compared
to 80% for the comparable period in fiscal 1996. However, gross margin as a
percent of revenue for the nine month period ended June 30, 1997 increased to
82% of revenue as compared to 79% of revenue for the same nine month period
in the prior fiscal year. License fee gross margin for the three and nine
month periods ended June 30, 1997 increased to 92% and 93% of net revenue,
as compared to 90% and 88% of net revenue for the comparable periods in
fiscal 1996, primarily due to lower third-party royalties as a result of a
phaseout of a consumer application product. Service gross margin for the
three and nine month periods ended June 30, 1997 decreased to 17% and 21% of
net revenue, as compared to 24% of net revenue for the comparable periods in
fiscal 1996. The differences results principally from a reorganization of
U.S. engineering effective April 1st. Development and field engineering were
separated to facilitate improved focus in each group.
RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses for the
three and nine month periods ended June 30, 1997 increased $1 million (17%)
and $6.1 million (45%), respectively, from the comparable periods in fiscal
1996. The increase in research and development expenses is primarily due to
an increase in the Company's engineering staff to continue development of
system-level software and the creation of a new product line to develop and
market software to connect computers and peripheral devices. For the past
year, the Company's investment in research and development has trended higher
to implement the Intel alliance and to expand the Company's products beyond
the PC motherboard.
The Company capitalized $1.2 million and $3 million of internally developed
software costs for the three and nine month periods ended June 30, 1997,
respectively, as compared to $0.7 million and $1.9 million for the same
periods in fiscal 1996. Such amounts were offset by amortization of
capitalized software costs of $1.2 million and $2.8 million for the three
and nine month periods ended June 30, 1997, respectively, as compared to $0.6
million and $2 million for the comparable periods in fiscal 1996. The
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Company believes that continued investment in new and evolving technologies
is essential to meet rapidly changing industry requirements.
SALES AND MARKETING EXPENSES Sales and marketing expenses for the three and
nine month periods ended June 30, 1997 increased $0.3 million (7%) and $1.7
million (15%), respectively, from the comparable periods in fiscal 1996.
Expenses increased for the three month period ended June 30, 1997 primarily
due to an increase in marketing relating to the launch of a new product and
an increase in trade show expenses, while the increase for the nine month
period ended June 30, 1997 year is primarily from expenses relating to
increased headcount associated with higher revenues.
GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses
for the three and nine month periods ended June 30, 1997 increased $0.5
million (24%) and $1.6 million (23%), respectively, from the comparable
periods in fiscal 1996. The increase for the three months ended June 30,
1997 is primarily due to costs associated with increased headcount in line
with the overall growth of the Company, while the increase for the nine month
period ended June 30, 1997 also includes non-recurring charges related to the
consolidation of the San Jose corporate headquarters and Irvine facilities.
INTEREST INCOME, NET Net interest income for the three and nine
month periods ended June 30, 1997 increased $0.1 (26%) and $0.7 (49%),
respectively, from the comparable periods in fiscal 1996. The
increase is primarily due to the increase in cash available for
investment during the respective periods.
OTHER INCOME (EXPENSE), NET Other income, net for the three and nine month
periods ended June 30, 1997 was $1.1 million and $1.7 million, respectively,
compared to less than $0.1 million and $0.3 million of other expense for the
comparable periods in fiscal 1996. Income for the three and nine month
periods ended June 30, 1997 was primarily due to a gain on the sale of other
marketable securities. The net expense in fiscal 1996 was comprised of the
write-down of an equity investment.
PROVISION FOR INCOME TAXES The Company recorded income tax provisions of
$1.3 million and $3.8 million for the three and nine month periods ended June
30, 1997, respectively, as compared to $1.0 million and $3.0 million for the
comparable periods in fiscal 1996. The fiscal 1997 provision reflect an
estimated annualized effective tax rate of 32% compared to an overall
effective tax rate of 30% in fiscal 1996. The higher tax rate in fiscal 1997
is due to a shift of the Company's net income to jurisdictions with higher
tax rates and a reduction in foreign tax credits. The Company's effective
tax rate is lower than the federal statutory rate primarily due to various
tax credits.
LIQUIDITY AND CAPITAL RESOURCES At June 30, 1997, the Company's primary
sources of liquidity included cash, cash equivalents and short-term
investments of $52 million and available borrowings of $10 million under a
revolving credit facility with a commercial bank which expires on February
27, 1998. There were no borrowings outstanding under the bank credit
facility at June 30, 1997. The Company believes that its existing sources of
liquidity will be sufficient to satisfy the Company's cash requirements for
at least the next twelve months.
CHANGES IN FINANCIAL CONDITION Net cash generated from operating activities
during the nine month period ended June 30, 1997 was $3.0 million, resulting
primarily from cash provided by net income, adjusted for non-cash items. Net
cash used in investing activities during the nine month period ended June 30,
1997 was $7.6 million which consisted primarily of purchases of property and
equipment of $5.3 million; additions to computer software costs, including
purchased software costs, of $4.0 million; and $0.5 for the acquisition of
Nihon Joho Kenkyujo K.K.; offset by net proceeds from the sale of short-term
investments of $0.2 million; proceeds from the sale of marketable securities
of $1.9 million; and other investing activities of $0.1 million. Cash used
in financing activities during the nine month period ended June 30, 1997 was
$0.1 million, resulting from the purchase of 252,500 shares of treasury stock
for $3.1 million partially offset by $3.0 million proceeds from the exercise
of common stock options and issuance of stock under the Company's employee
stock purchase plan.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K.
(a) EXHIBITS. See exhibit index beginning on page 12 hereof.
(b) REPORT ON FORM 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1997.
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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 12, 1997 By:/s/ROBERT J. RIOPEL
-------------------
Robert J. Riopel
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
- -------
3.1 Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-21793 (the "Form S-1"))
3.2 By-laws of the Registrant as amended through February 6, 1995
(incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-8, Registration No. 333-03065 (the
"1996 ESPP S-8"))
3.3 Certificate of Correction to the Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.3 to
Amendment No. 2 to the Form S-1 ("Amendment No. 2"))
3.4 Certificate of Amendment to the Registrant's Restated Certificate
of Incorporation (incorporated herein by reference to Exhibit 3.4 to
Amendment No. 2)
3.5 Certificate of Correction to the Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1988 (the "1988 Form 10-K"))
3.6 Certificate of Ownership (incorporated herein by reference to Exhibit
3.6 to the 1988 Form 10-K)
3.7 Certificate of Correction to the Registrant's Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.7 to
the 1988 Form 10-K)
3.8 Rights Agreement dated as of October 31, 1989 between the Registrant
and The First National Bank of Boston (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Current Report on Form
8-K dated October 31, 1989 (the "1989 8-K"))
3.9 Certificate of Designations of the Registrant's Series A Junior
Participating Preferred Stock (incorporated herein by reference to
Exhibit 4.1 to the 1989 8-K)
3.10 Certificate of Amendment of Restated Certificate of Incorporation filed
with the Delaware Secretary of State on April 18, 1996 (incorporated
by reference to Exhibit 4.11 to the 1996 ESPP S-8).
3.11 Certificate of Increase of Shares Designated as Series A Junior
Participating Preferred Stock filed with the Delaware Secretary of
State on April 18, 1996 (incorporated by reference to Exhibit 4.12 to
the 1996 ESPP S-8).
4.1 Rights Agreement dated as of October 31, 1989 between the Company and
The First National Bank of Boston - filed as Exhibit 4.1 to the
October 31, 1989 Form 8-K, and incorporated herein by this reference.
10.1 1986 Incentive Stock Option Plan, as amended - filed as Exhibit 4.1 to
the Company's Registration Statement on Form S-8, Registration No.
33-30940, and incorporated herein by this reference.
10.2 Senior Management Stock Option Plan, as amended - filed as Exhibit 4.2
to the Company's Registration Statement on Form S-8, Registration No.
33-26996 (the "February 1989 Form S-8"), and incorporated herein by
this reference.
10.3 Senior Management Nonqualified Stock Option Plan, as amended - filed as
Exhibit 4.3 to the February 1989 Form S-8 and incorporated herein by
this reference.
10.4 Employment agreement dated June 9, 1994 between the Registrant and Jack
Kay - filed as Exhibit 10.9 to the Company's Quarterly Report on Form
10-Q filed on August 15, 1994 and incorporated herein by this
reference.
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10.5 1992 Equity Incentive Plan - filed with the Company's preliminary proxy
materials filed on December 17, 1992 (the "1992 Equity Incentive
Plan") and incorporated herein by this reference.
10.6 Amendment dated April 15, 1993 to the Line of Credit Agreement dated
November 25, 1991 between the Registrant and Silicon Valley Bank
filed as exhibit 10.23 to the Company's Form 10-Q filed on August 16,
1993 and incorporated herein by this reference.
10.7 Amendment dated June 28, 1993 to the Line of Credit Agreement dated
November 25, 1991 between the Registrant and Silicon Valley Bank
filed as exhibit 10.24 to the Company's Form 10-Q filed on August 16,
1993 and incorporated herein by this reference.
10.8 Replication Agreement dated March 15, 1993 between the Company and
Microsoft Corporation and Amendments One, Two, Three and Four
thereto, filed as exhibit 10.16 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1993 and
incorporated herein by this reference.
10.9 Letter Amendment dated as of December 30, 1993 to Line of Credit
Agreement dated November 25, 1991 between the Registrant and Silicon
Valley Bank filed as exhibit 10.17 to the Company's Form 10-Q filed
on February 14, 1994 and incorporated herein by this reference.
10.10 Purchase Agreement dated March 15, 1994 between the Company and
Softbank Corporation filed as exhibit 10.18 to the Company's Form
10-Q filed May 16, 1994 and incorporated herein by this reference.
10.11 Amendment Number 1 to the 1992 Equity Incentive Plan filed as exhibit
10.19 to the Company's Form 10-Q filed May 16, 1994 and incorporated
herein by this reference.
10.12 Amendment Number 1 to the 1991 Employee Stock Purchase Plan filed as
exhibit 10.20 to the Company's Form 10-Q filed May 16, 1994 and
incorporated herein by this reference.
10.13 Amendment No. 1 to Purchase Agreement by and between Phoenix
Technologies Ltd. and Softbank Corporation dated as of March 15, 1994
- filed as Exhibit 2.02 to the Company's Current Report on Form 8-K
dated September 30, 1994 and incorporated herein by this reference.
10.14 Asset Purchase Agreement made as of September 30, 1994 by and between
the Registrant and Xionics International Holdings, Inc. - filed as
Exhibit 2.01 to the Company's Current Report on Form 8-K dated
November 8, 1994 and incorporated herein by this reference.
10.15 1994 Equity Incentive Plan, as amended through February 28, 1996 -filed
as Exhibit 10.17 to the Company's Report on Form 10-K for the fiscal
year ended September 30, 1995 (the "1995 10-K") and incorporated
herein by this reference.
10.16 Amended and Restated Employee Stock Purchase Plan, as amended by
through February 28, 1996 - filed as Exhibit 4.10 to the 1996 ESPP
S-8 and incorporated herein by this reference.
10.17 Employment offer letter between the Company and Gayn B. Winters - filed
as Exhibit 10.19 to the 1995 10-K and incorporated herein by this
reference.
10.18 Loan Modification Agreement dated January 25, 1995 to the Line of
Credit Agreement dated November 25, 1991 between Silicon Valley Bank
and the Company - filed as Exhibit 10.20 to the 1995 10-K and
incorporated herein by this reference.
10.19 Third Amendment dated as of June 8, 1995 to the Line of Credit
Agreement dated November 25, 1991 between Silicon Valley Bank and the
Company - filed as Exhibit 10.21 to the 1995 10-K and incorporated
herein by this reference.
10.20 Amendment dated as of June 30, 1995 to the Line of Credit Agreement
dated November 25, 1991 between Silicon Valley Bank and the Company -
filed as Exhibit 10.22 to the 1995 10-K and incorporated herein by
this reference.
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10.21 Amended and Restated Lease Agreement dated March 15, 1995 between The
Prudential Insurance Company of America and the Company with respect
to certain facilities located at 846 University Avenue, Norwood, MA -
filed as Exhibit 10.23 to the 1995 10-K and incorporated herein by
this reference.
10.22 Agreement dated December 18, 1995 between Intel Corporation and the
Company filed as Exhibit 10.24 to the Company's Report on Form 10-Q
for the quarter ended December 31, 1995 as amended by a Form 10-Q/A-1
(the "December 1995 10-Q") and incorporated herein by this reference.
Portions have been omitted and filed separately with the Commission
pursuant to a request for confidential treatment.
10.23 Common Stock and Warrant Purchase Agreement dated as of December 18,
1995 by and between the Company and Intel Corporation - filed as
Exhibit 10.25 to the December 1995 10-Q and incorporated herein by
this reference.
10.24 Warrant to Purchase Shares of Common Stock of the Company dated
February 15, 1996 - filed as Exhibit 2 to the Schedule 13D of Intel
Corporation dated February 23, 1996 with respect to the purchase by
Intel of shares of the Company's common stock and of a warrant to
purchase shares of the Company's common stock (the "Intel Schedule
13D") and incorporated herein by this reference
10.25 Investor Rights Agreement, dated December 18, 1995, between the
Company and Intel Corporation - filed as Exhibit 3.2 to the Intel
Schedule 13D and incorporated herein by this reference.
10.26 Standard Industrial Lease - Full Net between The Equitable Life
Assurance Society of the United States as Landlord and Phoenix
Technologies Ltd. as Tenant dated as of May 15, 1996 for that certain
property located at 411 E. Plumeria Drive, San Jose, California -
filed as Exhibit 10.20 to the Company's Report on Form 10-Q for the
quarter ended June 30, 1996 and incorporated herein by this
reference.
10.27 Loan Agreement dated as of February 29, 1996 by and between Silicon
Valley Bank and Phoenix Technologies Ltd filed as Exhibit 10.27 to
the 1996 Form 10-K and incorporated herein by this reference.
10.28 Industrial Lease (Single Tenant; Net) dated as of October 1, 1996 by
and between The Irvine Company and Phoenix Technologies Ltd. For that
certain property located at 135 Technology Drive, Irvine, California
filed as Exhibit 10.28 to the 1996 Form 10-K and incorporated herein
by this reference.
10.29 Equity Incentive Plan, as amended through December 12, 1996
incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (Registration No. 333-20447).
10.30 Loan Agreement dated as of February 28, 1997 by and between Silicon
Valley Bank and Phoenix Technologies Ltd.
Page 14
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