-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vk1/Y3/WWi+7kT9X7haeE6Zsc89imYu1Dj/gFR5jfZQSM5ACNvpgQQFy1IRkVWVr xhovzIhn3Gj7YBP0lg00nw== 0000912057-97-027069.txt : 19970813 0000912057-97-027069.hdr.sgml : 19970813 ACCESSION NUMBER: 0000912057-97-027069 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000832767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042685985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 97656143 BUSINESS ADDRESS: STREET 1: 422 E. PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 6175514000 MAIL ADDRESS: STREET 1: 2770 DE LA CRUZ BLVD CITY: SANTA CLARA STATE: CA ZIP: 95050 10-Q 1 FORM 10-Q 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 Page 1 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 Page 2 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. Page 3 PHOENIX TECHNOLOGIES LTD. CONDENSED CONSOLIDATED INCOME STATEMENTS (in thousands, except per share amounts) (unaudited)
Three Months Ended, Nine Months Ended, June 30, June 30, ------------------------ ----------------------- 1997 1996 1997 1996 --------- --------- --------- --------- 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 --------- --------- --------- --------- --------- --------- --------- ---------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. Page 4 PHOENIX TECHNOLOGIES LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
Nine Months Ended June 30, ------------------------- 1997 1996 ---- ---- 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 -------- -------- -------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. Page 5 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. Page 6 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. Page 7 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 Page 8 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. Page 9 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. Page 10 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 Page 11 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. Page 12 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. Page 13 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 EX-27 2 EXHIBIT 27
5 1,000 9-MOS SEP-30-1997 OCT-01-1996 JUN-30-1997 20,682 50,158 21,119 555 0 78,523 13,110 4,429 115,221 11,671 0 0 0 17 95,759 115,221 50,849 60,084 3,498 10,753 41,322 0 6 11,996 3,825 8,171 0 0 0 8,171 0.45 0.45
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