<PAGE>
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
September 24, 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
--------------- ------------------------ -------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
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 September 24, 1998, Phoenix Technologies Ltd. ("Phoenix") completed the
acquisition of Sand Microelectronics, Inc. ("Sand"). The acquisition was
completed through a merger (the "Merger") of Phoenix Sub Corporation, a
California corporation and wholly-owned subsidiary of Phoenix, formed for the
purpose of effecting the Merger ("Merger Sub"), with and into Sand, pursuant to
an Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated
as of September 17, 1998, by and among Phoenix, Merger Sub, Sand and the
majority shareholders of Sand (the "Sand Shareholders"). As a result of the
Merger, which was effected by the filing of an Agreement of Merger with the
California Secretary of State on September 24, 1998, Sand became a wholly-owned
subsidiary of Phoenix.
The consideration provided to the shareholders of Sand by Phoenix in
connection with the Merger consisted of approximately $18.5 million in cash
(provided from Phoenix's cash reserves), 464,000 shares of Phoenix Common Stock
and the assumption of outstanding Sand stock options. In addition, the
shareholders of Sand may receive up to an additional $3.7 million in cash over
the three years after the effective time of the Merger based on the performance
of the Phoenix business unit of which Sand became a part.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS AND BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
99.1 Press Release dated September 28, 1998.
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EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release dated September 28, 1998.
<PAGE>
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: October __, 1998 By:/s/ Robert J. Riopel
-------------------------------------
Robert J. Riopel
Principal Finance and Accounting Officer
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PHOENIX TECHNOLOGIES LTD.
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<S> <C> <C>
CONTACT:
Jack Kay Robert J. Riopel Laurent Gharda
President and CEO VP, Finance and CFO VP, Marketing
Phoenix Technologies Ltd. Phoenix Technologies Ltd. Phoenix Technologies Ltd.
[email protected] [email protected] [email protected]
(408) 570-1100 (408) 570-1151 (408) 570-1049
</TABLE>
FOR IMMEDIATE RELEASE
PHOENIX COMPLETES AWARD MERGER AND SAND ACQUISITION
COMBINED COMPANY BECOMES THE GLOBAL LEADER PROVIDING STANDARDS-BASED SYSTEM
SOFTWARE AND INTERCONNECT SEMICONDUCTOR IP FOR CONNECTED INFORMATION PLATFORMS
SAN JOSE, CALIF. (SEPTEMBER 28, 1998) -- Phoenix Technologies Ltd. (NASDAQ:
PTEC) announced today that it has consummated both its merger with Award
Software International Inc. and its acquisition of Sand Microelectronics, Inc.
The Company's products and services are fundamental to the operation of PCs and
numerous high growth consumer, computer and communications products such as
internet appliances, handheld "palm" devices, computer peripherals, embedded
systems, smart phones, digital cameras and System-On-Chip devices.
"Combining the technologies and resources of Phoenix, Award and Sand will
accelerate our ability to supply system software and interconnect solutions to
some of the industry's fastest growing market segments. These key transactions
significantly strengthen the Company's position in its primary markets," said
Jack Kay, president and chief executive officer of Phoenix. "We believe that
all of our customers will greatly benefit from this merger and acquisition
because they give Phoenix far greater resources for investment in research,
while allowing us to spread the costs of developing leading edge products over a
much larger number of units shipped."
Phoenix expects that over 70 million new personal computer systems will be
shipped with Phoenix software in 1999. With the closing of the Award merger
transaction, Phoenix is now the system enabling software leader for systems and
motherboards in the four major segments of the PC market:
- - Sub-$1000 Pcs
- - High-end desktops and PC workstations
- - Notebook computers
- - Servers, including IA-64 based designs
- more -
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Phoenix Completes Award Merger and Sand Acquisition. Page 2
"Award has strong motherboard, sub-$1000 PC and embedded systems products that
complement Phoenix's position with high-end PC systems and information appliance
manufacturers," said George C. Huang, former chairman and CEO of Award. "This
merger will provide the Company's customers with additional resources to speed
development of next generation software solutions, and to provide long-term
value to shareholders, and to create a significantly enriched professional and
technical environment for its employees."
The acquisition of Sand will position Phoenix as the leading supplier of
interconnect semiconductor IP, and will increase the breadth and depth of the
Company's semiconductor IP product base. Sand will be integrated with the
Company's Virtual Chips semiconductor IP and software business unit. The
expanded business unit has over 250 licensees for interconnect semiconductor IP
for AGP, IEEE 1394, IrDA, PCI and USB. Licensees include many of the leading
PC, peripherals, communications and semiconductor companies around the world,
such as Compaq, Fujitsu, Hewlett Packard, Hitachi, Intel, LSI Logic, Lucent
Technologies, Philips, Siemens, Sony, ST Microelectronics and Toshiba.
Phoenix's merger with Award and acquisition of Sand will also allow the Company
to combine Award's advanced interconnect enabling software with semiconductor IP
from Sand and Phoenix's Virtual Chips business unit. Manufacturers can now
obtain all required IP and firmware components from Phoenix to develop new
products for the growing list of interconnect standards, including USB
(Universal Serial Bus) and IEEE 1394, two of the fastest growing new standards
for data connectivity. Phoenix's integration of firmware and semiconductor IP
can significantly accelerate the rate at which new products can be brought to
market, while ensuring the highest levels of interoperability, quality and
adherence to industry standards.
Babu Chilukuri, co-founder and former vice president of business development for
Sand commented, "We are very pleased to be joining forces with Phoenix, and to
tighten the working relationship we've developed with Award. It gives us the
scale and resources to make continued investments in our key technologies that
complement those of Phoenix's Virtual Chips product line. In addition,
Phoenix's broad OEM sales channel will help us significantly expand the market
reach for our combined businesses."
The Company will retain the name, Phoenix Technologies Ltd., with Jack Kay
continuing as president and CEO. George Huang, former CEO of Award, will report
to Kay as president of the Award subsidiary, and as senior vice president of
strategic business development. Huang will also be vice chairman of Phoenix's
board of directors. Anand Naidu, former CEO of Sand, will be director of
business development for the Company's Virtual Chips business unit.
There are risks and uncertainties associated with the acceptance of new
technology and products for the markets served by Award and Sand. The success
of the merger with Award and the Sand acquisition, including the Company's
ability to achieve the unit volumes expected, will depend upon a number of
factors, including the
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Phoenix Completes Award Merger and Sand Acquisition. Page 3
Company's ability to successfully complete the in-process R&D, achieve costs
savings and implement a smooth transition for customers and Company
operations. Information on other risks and uncertainties that could affect
Phoenix Technologies' financial results are provided in Phoenix's Form 10-K
for the fiscal year ended September 30, 1997, Award's Form 10-K for the year
ended December 31, 1997, and other documents filed with the Securities and
Exchange Commission.
ABOUT PHOENIX
Phoenix Technologies is a leading supplier of standards-based system software
and interconnect semiconductor IP for PCs and information appliances. Phoenix
enables OEMs to reduce time to market and increase product differentiation,
while optimizing their engineering resources by licensing the Company's advanced
software and integration services. Founded in 1979, Phoenix Technologies Ltd.
is a publicly traded company headquartered in San Jose, California, USA, with
offices worldwide. Information on all Phoenix Technologies products is
available at www.phoenix.com.
Prior to the merger, Award Software International Inc. provided system enabling
and management software for personal computers and embedded systems. Founded in
1983, Award's cornerstone PC product, AwardBIOS-TM-, has been marketed to
motherboard, PC and embedded systems manufacturers. Information on all Award
Software products is available at www.award.com.
Prior to its acquisition by Phoenix, Sand Microelectronics, Inc. provided
silicon-proven intellectual property, an increasingly important component of
System-On-Chip and embedded system designs. Sand's highly reliable and reusable
IP cores significantly reduce development time and costs for complex systems for
the internet, telecommunications, computer, industrial and military/aerospace
markets. Information on all Sand products is available at www.sand.com.
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