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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
April 15, 1998
Date of Report (Date of earliest event reported)
PHOENIX TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
Delaware 0-17111 04-2685985
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
411 East Plumeria Drive
San Jose, California 95134
(Address of principal executive offices)
(408) 570-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On April 15, 1998 Phoenix Technologies Ltd., a Delaware corporation
("Phoenix") and Award Software International, Inc., a California corporation
("Award"), entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") among Phoenix, Portland Acquisition Corporation, a California
corporation and a wholly-owned subsidiary of Phoenix ("Merger Sub"), and Award.
Pursuant to the Merger Agreement and subject to the conditions set forth therein
(including approval of the transaction by the stockholders and shareholders,
respectively, of Phoenix and Award), Merger Sub will be merged with and into
Award (the "Merger"). At the effective time of the Merger (the "Effective
Time"), the separate existence of Merger Sub will cease and Award will continue
as the surviving corporation and as a wholly-owned subsidiary of Phoenix
("Surviving Corporation"). In connection with the Merger, holders of
outstanding Common Stock will receive, in exchange for each share of Award
Common Stock held by them, 1.225 shares of Phoenix Common Stock. The Merger is
intended to be a tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended, and is intended to be treated as a pooling of
interests for financial reporting purposes in accordance with generally accepted
accounting principles. A copy of the press release issued by Phoenix and Award
regarding the Merger Agreement is filed herewith as Exhibit 99.1 and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to Rule
3.05 of Regulation S-X:
Not applicable.
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
Not applicable.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
EXHIBIT NUMBER
99.1 Press Release dated April 16, 1998.
The Registrant agrees to supplementally furnish the Securities and
Exchange Commission with a copy of any other exhibits or schedules
upon request.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release dated April 16, 1998.
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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.
PHOENIX TECHNOLOGIES LTD.
Dated: April 24, 1998 By: /s/ Robert J. Riopel
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Robert J. Riopel
Principal Finance and Accounting Officer
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EXHIBIT 99.1
PHOENIX TECHNOLOGIES LTD. AND AWARD SOFTWARE AGREE TO MERGER
COMBINED COMPANY WILL BE A GLOBAL LEADER PROVIDING SYSTEM ENABLING &
ENHANCEMENT SOFTWARE FOR PCS, PERIPHERALS, INFORMATION APPLIANCES AND
EMBEDDED SYSTEMS
SAN JOSE, CA (April 16, 1998) - Phoenix Technologies Ltd. (NASDAQ: PTEC) and
Award Software International Inc. (NASDAQ:AWRD) today announced the
completion of a definitive merger agreement. The companies serve
complementary segments of the rapidly growing global markets for system
software and peripheral interconnect technologies for PCs, servers, mobile
computers, information appliances and embedded systems. Phoenix and Award
anticipate that the combined company will provide major benefits, such as
faster time-to-market, accelerated innovation and improved economies of scale
for manufacturers of PCs, peripherals, information appliances and embedded
systems.
Under the terms of the agreement, shareholders of Award will receive 1.225
shares of Phoenix common stock for each share of Award common stock. The
companies anticipate closing the merger by June 30, 1998, subject to
shareholder and regulatory approvals. Phoenix Technologies Ltd. will be the
surviving corporate entity. Combined, the companies had 1997 revenue of more
than $100 million and currently employ approximately 800 employees. Based on
today's stock prices, the new company will have a market capitalization of
approximately $300 million.
"We believe that Phoenix's and Award's customers will greatly benefit from
this merger via increased investment and the spreading of fixed costs over a
larger number of units shipped," said Jack Kay, president and CEO of Phoenix.
"Our customers are asking us to increase our investments in new technologies,
such as Intel's 64-bit Merced processor and software for sub-$1000 PCs, new
peripheral and consumer device interconnect standards, such as IEEE-1394 and
IrDA, and new versions of Microsoft operating systems, such as Windows CE and
NT. At the same time, they require us to continue lowering costs and to
maintain competitive pricing. The combined business will be better positioned
to respond to these challenges and help our worldwide customers compete. It
is our goal to make this happen as soon as possible and to ensure a smooth
transition for our customers and employees."
"Award has strong motherboard, sub-$1000 PC and embedded systems products
that are complementary to Phoenix's position with high-end PC systems and
information appliance manufacturers," said George C. Huang, chairman and CEO
of Award. "This merger will provide Award's customers with additional
resources that will enable faster development of next generation software
solutions to meet the frenetic technical advancements of the increasing range
of markets we serve. We believe the combined companies will provide long-term
value to shareholders and create a significantly enriched professional and
technical environment for our employees."
Jack Kay will continue as the president and CEO of Phoenix Technologies Ltd.
George Huang will report to Kay as president of the Award Software
subsidiary, and as senior vice president of strategic business development.
Huang will also be vice chairman of Phoenix's board. Laurent Gharda,
currently vice president of marketing for Award Software, will become vice
president of marketing for the combined company.
Management of both Phoenix and Award envision that the company will achieve
cost savings and market synergies to develop new products, address new market
needs and increase return on R&D investment.
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ABOUT AWARD SOFTWARE
Award Software International Inc. provides system enabling and management
software for personal computers and embedded systems. Award's cornerstone PC
product, AwardBIOS-TM-, is marketed to motherboard, PC and embedded systems
manufacturers. Headquartered in Mountain View, Calif., Award has offices in
Germany, Taiwan, Hong Kong, Japan and the U.S. For more information, visit
Award's Web site at www.award.com.
ABOUT PHOENIX TECHNOLOGIES LTD.
Phoenix Technologies Ltd. is the leading innovator and supplier of enabling
software and services fundamental to personal computers, servers, peripheral
interconnects and information appliances. The company works closely with
manufacturers to integrate key emerging standards such as ACPI, USB and
IEEE-1394. Phoenix enables OEMs to optimize engineering resources by
licensing advanced software with integration services to help them increase
product differentiation and reduce time to market. Headquartered in San Jose,
Calif., Phoenix has offices worldwide including California, Oregon,
Massachusetts, Tokyo, Taipei, Seoul, London, Geneva and Munich. Information
on all Phoenix products is available at www.phoenix.com.
PHOENIX TECHNOLOGIES AND AWARD SOFTWARE MERGER BENEFITS
The merger of Phoenix Technologies and Award Software is expected to provide
major benefits to the PC industry, manufacturers of peripherals, information
appliances and embedded systems and end-users.
BENEFITS TO THE PC INDUSTRY
PC OEM customers will be able to significantly enhance their competitive
positions in a number of ways, including:
- - faster development of critical enabling software for new architectural
standards, such as Merced, ACPI and Windows NT
- - accelerated innovation for a broader range of enhancement products for
system differentiation, such as pre-boot remote system management, security
and support cost reduction
- - expanded resources for system deployment support throughout the global PC
supply chain
- - continued competitive pricing by leveraging product development expenses
over a wider customer base
Semiconductor and software suppliers for the PC market will benefit from the
merger in several ways:
- - faster availability of system enabling software and peripheral interconnect
synthesizable cores for new microprocessors, core logic and memory devices
and peripherals
- - faster system enabling software support for new market requirements, such
as sub-$1000 PCs [and managed PCs]
- - more consistent development tools and APIs across PC market segments
- - faster time to volume shipments through increased support of reference
designs
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BENEFITS TO PERIPHERAL SUPPLIERS
Peripheral device manufacturers will benefit from the company's new
interconnect technologies in many ways, including:
- - reducing time-to-market using integrated software and silicon solutions to
implement new standards, such as USB, IEEE-1394 and IrDA
- - fueling demand for peripherals by enabling an increased range of compatible
host systems, such as information
- - appliances and embedded systems
- - expanding the range of interconnect management software which will make
peripherals easier to use
BENEFITS TO MANUFACTURERS OF INFORMATION APPLIANCES AND EMBEDDED SYSTEMS
Information appliance and embedded systems manufacturers will benefit in many
ways, including:
- - increased resources to develop enabling software for devices using
Microsoft Windows CE and real time operating systems from suppliers such as
Wind River Systems, Integrated Systems Inc., and Microware
- - expanded global resources to help cost-effectively deploy new generations
of consumer devices, such as digital cameras, set top boxes, smart phones
and internet appliances
- - widespread integration of PC-standard technologies, such as power
management and connectivity, into a wide range of electronic devices
BENEFITS TO END-USERS
PC users will benefit from the merger in many ways, including:
- - more consistent user interfaces for PC configuration and management
- - accelerated availability of new security features for local and internet PC
access
- - an enhanced user experience through innovative new system features
- - extended system life through easy BIOS upgrades
- - reduced Total Cost of Ownership (TCO) through increased innovation of
software to manage PCs in the critical "pre-boot" environment
THE STATEMENTS IN THIS NEWS RELEASE, OTHER THAN THE HISTORICAL INFORMATION,
MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
INCLUDING THOSE ASSOCIATED WITH THE ACCEPTANCE OF NEW TECHNOLOGY AND PRODUCTS
FOR THE COMPUTER SYSTEMS AND SOFTWARE MARKET. THE SUCCESS OF THE MERGED
COMPANY WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE COMPANY'S ABILITY
TO ACHIEVE COSTS SAVINGS AND IMPLEMENT A SMOOTH TRANSITION OF THE IMPACTED
CUSTOMERS AND COMPANY OPERATIONS. FURTHER INFORMATION ON FACTORS THAT COULD
AFFECT AWARD'S RESULTS ARE DETAILED IN AWARD SOFTWARE'S ANNUAL REPORT ON FORM
10K FOR THE YEAR ENDED DEC. 31, 1997 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. FURTHER INFORMATION ON FACTORS THAT COULD AFFECT
PHOENIX'S RESULTS ARE DETAILED IN PHOENIX TECHNOLOGIES
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ANNUAL REPORT ON FORM 10K FOR THE YEAR ENDED SEPT. 30, 1997 AND FORM 10Q FOR
THE QUARTER ENDED MARCH 31, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
AWARD SOFTWARE INTERNATIONAL IS A REGISTERED TRADEMARK AND AWARDBIOS IS A
TRADEMARK OF AWARD SOFTWARE INTERNATIONAL INC. PHOENIX IS A REGISTERED
TRADEMARK OF PHOENIX TECHNOLOGIES LTD. ALL OTHER TRADEMARKS, REGISTERED
TRADEMARKS OR SERVICE MARKS ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS.
CONTACTS:
Howard Emerson
Phoenix Technologies Ltd.
(714) 790-2033
[email protected]
Bob Maples
Maples Communications, Inc.
PR for Phoenix Technologies
(714) 253-8737
[email protected]
Marie Domingo
Maples Communications, Inc.
PR for Phoenix Technologies
(714) 253-8737
[email protected]
Toni Goodrich
Award Software International Inc.
(650) 237-6831
[email protected]
Bob Walt
Walt & Company
PR for Award Software
(408) 496-0900
[email protected]
Deborah Stapleton
Stapleton Communications
PR for Award Software
(650) 470-0200
[email protected]
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