sc13da306297008_11102009.htm

0000921895-09-002723.txt : 20091112 0000921895-09-002723.hdr.sgml : 20091111 20091112090557 ACCESSION NUMBER: 0000921895-09-002723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20091112 DATE AS OF CHANGE: 20091112 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39845 FILM NUMBER: 091174449 BUSINESS ADDRESS: STREET 1: 915 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: (408) 570-1000 MAIL ADDRESS: STREET 1: 915 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da306297008_11102009.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306297008_11102009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Phoenix Technologies Ltd.

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

719153108

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 10, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,342,344
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,342,344
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,342,344
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 646,366
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 646,366
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 646,366
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,830,959
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,830,959
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,959
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,477,325
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,477,325
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,477,325
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,342,344
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,342,344
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,342,344
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,819,669
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,819,669
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,819,669
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,819,669
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,819,669
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,819,669
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,819,669
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,819,669
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,819,669
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,819,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,819,669
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,819,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,819,669
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,819,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,819,669
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,819,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,669
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON DALE L. FULLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 100,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,0001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 01
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON EDWARD TERINO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 15,827
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 15,827
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,8271
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 719153108

1	NAME OF REPORTING PERSON KENNETH H. TRAUB
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,105
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,105
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,1051
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 719153108

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth. Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub are hereby added as Reporting Persons to the Schedule 13D.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Dale L. Fuller (“Mr. Fuller”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as the Chief Executive Officer of moka5, Inc. The principal business address of Mr. Fuller is 475 Broadway St., 2nd Floor, Redwood City, California 94063. Mr. Fuller is a citizen of the United States of America.

Jeffrey C. Smith (“Mr. Smith”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as a Partner Managing Director of Ramius LLC. The principal business address of Mr. Smith is c/o Ramius LLC, 599 Lexington Avenue, 20th Floor, New York, New York 10022. Mr. Smith is a citizen of the United States of America.

Edward Terino (“Mr. Terino”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as President of GET Advisory Services, LLC. The principal business address of Mr. Terino is 25 Indian Rock Road, Suite 23, Windham, New Hampshire 03087. Mr. Terino is a citizen of the United States of America.

Kenneth H. Traub (“Mr. Traub”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as President and Chief Executive Officer of Ethos Management. The principal business address of Mr. Traub is 2 Applegate Drive, Robbinsville, New Jersey 08691. Mr. Traub is a citizen of the United States of America.

(d) None of Messrs. Fuller, Smith, Terino or Traub has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of Messrs. Fuller, Smith, Terino or Traub has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, PCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 4,819,669 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund is approximately $12,180,696, excluding brokerage commissions.

CUSIP NO. 719153108

The Shares purchased by Mr. Fuller were purchased with personal funds. The aggregate purchase cost of the 100,000 Shares owned directly by Mr. Fuller is approximately $268,500, excluding brokerage commissions.

The Shares purchased by Mr. Terino were purchased with personal funds. The aggregate purchase cost of the 15,827 Shares owned directly by Mr. Terino is approximately $43,043, excluding brokerage commissions.

The Shares purchased by Mr. Traub were purchased with personal funds. The aggregate purchase cost of the 1,105 Shares owned directly by Mr. Traub is approximately $2,984, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 10, 2009, in accordance with the terms of the Issuer’s Bylaws, Value and Opportunity Master Fund delivered a letter to the Issuer nominating Messrs. Fuller, Smith, Terino and Traub, as set forth therein (the “Nomination Letter”), for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2010 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2010 Annual Meeting”). A copy of the Nomination Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 35,008,787 Shares outstanding as of July 29, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 31, 2009.

A.	Value and Opportunity Master Fund

(a)

As of the close of business November 11, 2009, Value and Opportunity Master Fund beneficially owned 2,342,344 Shares.

Percentage: Approximately 6.7%

(b)

1. Sole power to vote or direct vote: 2,342,344

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,342,344

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 719153108

RCG PB

(a)

As of the close of business November 11, 2009, RCG PB beneficially owned 1,830,959 Shares.

Percentage: 5.2%

(b)

1. Sole power to vote or direct vote: 1,830,959

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,830,959

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by RCG PB since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

C.	Enterprise Master Fund

(a)

As of the close of business November 11, 2009, Enterprise Master Fund beneficially owned 646,366 Shares.

Percentage: 1.8%

(b)

1. Sole power to vote or direct vote: 646,366

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 646,366

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

D.	RCG Starboard Advisors

(a)

RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 2,342,344 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 6.7%

(b)

1. Sole power to vote or direct vote: 2,342,344

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,342,344

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated by reference.

CUSIP NO. 719153108

E.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of each of Enterprise Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 646,366 Shares owned by Enterprise Master Fund and (ii) 1,830,959 Shares owned by RCG PB.

Percentage: 7.1%.

(b)

1. Sole power to vote or direct vote: 2,477,325

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,477,325

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Enterprise Master Fund and RCG PB are set forth in Schedule A and incorporated by reference.

Ramius

(a)

Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund.

Percentage: Approximately 13.8%

(b)

1. Sole power to vote or direct vote: 4,819,669

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,819,669

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund.

Percentage: Approximately 13.8%

(b)

1. Sole power to vote or direct vote: 4,819,669

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,819,669

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 719153108

(c)

Cowen did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

H.	RCG Holdings

(a)

RCG Holdings, as the majority shareholder of Cowen, may be deemed the beneficial owner of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund.

Percentage: Approximately 13.8%

(b)

1. Sole power to vote or direct vote: 4,819,669

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,819,669

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund.

Percentage: Approximately 13.8%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,819,669

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,819,669

(c)

C4S did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

J.	Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund.

Percentage: Approximately 13.8%

CUSIP NO. 719153108

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,819,669

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,819,669

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

K.	Mr. Fuller

(a)

As of the close of business on November 11, 2009, Mr. Fuller directly owned 100,000 Shares. Mr. Fuller, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund. Mr. Fuller disclaims beneficial ownership of such Shares owned by Value and Opportunity Mater Fund, RCG PB and Enterprise Master Fund.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 100,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 100,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Fuller since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

Mr. Smith

(a)

As of the close of business on November 11, 2009, Mr. Smith did not directly own any Shares. Mr. Smith, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund. Mr. Smith disclaims beneficial ownership of such Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 719153108

(c)

Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

M.	Mr. Terino

(a)

As of the close of business on November 11, 2009, Mr. Terino directly owned 15,827 Shares. Mr. Terino, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund. Mr. Terino disclaims beneficial ownership of such Shares owned by Value and Opportunity Mater Fund, RCG PB and Enterprise Master Fund.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 15,827

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 15,827

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Terino since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

Mr. Traub

(a)

As of the close of business on November 11, 2009, Mr. Traub directly owned 1,105 Shares. Mr. Traub, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owners of the (i) 2,342,344 Shares owned by Value and Opportunity Master Fund, (ii) 1,830,959 Shares owned by RCG PB and (iii) 646,366 Shares owned by Enterprise Master Fund. Mr. Traub disclaims beneficial ownership of such Shares owned by Value and Opportunity Mater Fund, RCG PB and Enterprise Master Fund.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 1,105

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,105

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Traub since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference. The transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D on behalf of Value and Opportunity Master Fund, RCG PB and Enterprise Master Fund are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 719153108

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On November 12, 2009, Value and Opportunity Master Fund, RCG PB, Enterprise Master Fund, Ramius Advisors, RCG Starboard Advisors, Ramius, Cowen, RCG Holdings, C4S, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Group agreed to solicit proxies or written consents for the election of the persons nominated by Value and Opportunity Master Fund to the Issuer’s Board of Directors at the 2010 Annual Meeting (the “Solicitation”), and (c) Value and Opportunity Master Fund, Enterprise Master Fund and RCG PB agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, Value and Opportunity Master Fund has agreed to indemnify Messrs. Fuller, Terino and Traub against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Value and Opportunity Master Fund has agreed to compensate Messrs. Fuller, Terino and Traub for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”). Pursuant to the terms of the Compensation Letter Agreements, Value and Opportunity Master Fund has agreed to pay each of Messrs. Fuller, Terino and Traub (i) $10,000 in cash upon the submission of the Nomination Letter and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to a solicitation of proxies in favor of Messrs. Fuller’s, Terino’s and Traub’s election as a director at the 2010 Annual Meeting. Pursuant to the Compensation Letter Agreements, each of Messrs. Fuller, Terino and Traub agrees to use such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Fuller, Terino and Traub shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs. Fuller, Terino and Traub agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Fuller, Terino and Traub may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

CUSIP NO. 719153108

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibits:

	Exhibit 99.1	Nomination Letter

	Exhibit 99.2	Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub, dated November 12, 2009.

	Exhibit 99.3	Form of Indemnification Letter Agreement.

	Exhibit 99.4	Form of Compensation Letter Agreement.

	Exhibit 99.5	Powers of Attorney

CUSIP NO. 719153108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,
its investment manager

RCG PB, LTD

By: Ramius Advisors, LLC,
its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,
its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS LLC

By: Cowen Group, Inc.,
its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,
as managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub

CUSIP NO. 719153108

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

7,350	2.6200	11/06/09
3,507	2.6238	11/06/09
29,903	2.6327	11/06/09
147	2.5833	11/09/09
1,764	2.5875	11/09/09
7,350	2.6700	11/09/09
7,203	2.7500	11/10/09
3,161	2.7411	11/11/09
375	2.7242	11/11/09
8,375	2.7455	11/11/09

RCG PB, LTD

5,700	2.6200	11/06/09
2,719	2.6238	11/06/09
23,190	2.6327	11/06/09
114	2.5833	11/09/09
1,368	2.5875	11/09/09
5,700	2.6700	11/09/09
5,586	2.7500	11/10/09
2,451	2.7411	11/11/09
291	2.7242	11/11/09
6,495	2.7455	11/11/09

RAMIUS ENTERPRISE MASTER FUND LTD

1,950	2.6200	11/06/09
930	2.6238	11/06/09
7,933	2.6327	11/06/09
39	2.5833	11/09/09
468	2.5875	11/09/09
1,950	2.6700	11/09/09
1,911	2.7500	11/10/09
839	2.7411	11/11/09
100	2.7242	11/11/09
2,222	2.7455	11/11/09

CUSIP NO. 719153108

DALE L. FULLER

35,000	2.6600	11/06/09
35,000	2.6800	11/09/09
30,000	2.7200	11/10/09

EDWARD TERINO

5,000		2.7000	11/10/09
10,827		2.7300	11/11/09

KENNETH H. TRAUB

1,105

2.7000

11/11/09

EX-99.1 2 ex991to13da306297008_111009.htm NOMINATION LETTER ex991to13da306297008_111009.htm

Exhibit 99.1

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

November 9, 2009

BY FEDEX, FACSIMILE AND COURIER

Phoenix Technologies Ltd.

915 Murphy Ranch Road

Milpitas, California 95035

Attn: Timothy Chu, Corporate Secretary

Re:

Notice of Shareholder Nomination of Individuals for Election as Directors at the 2010 Annual Meeting of Shareholders of Phoenix Technologies Ltd.

Dear Mr. Chu:

This letter serves as notice to Phoenix Technologies Ltd., a Delaware corporation (“PTEC”), as to the nomination by Ramius Value and Opportunity Master Fund Ltd, an exempted company organized under the laws of the Cayman Islands (“Ramius” or the “Nominating Stockholder”), of nominees for election to the Board of Directors of PTEC (the “Board”) at the 2010 annual meeting of shareholders of PTEC, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

This letter and all Exhibits attached hereto are collectively referred to as the “Notice.” As of the date of this Notice, Ramius was the beneficial owner of 2,323,230 shares of Common Stock, $.001 Par Value (the “Common Stock”), of PTEC, 1,000 shares of which are held in record name. Through this Notice, Ramius hereby nominates and notifies you of its intent to nominate Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub as nominees (the “Nominees”) to be elected to the Board at the Annual Meeting. Ramius believes that the terms of five (5) directors currently serving on the Board expire at the Annual Meeting. To the extent that there are in excess of five (5) vacancies on the Board to be filled by election at the Annual Meeting or PTEC increases the size of the Board above its existing size, Ramius reserves the right to nominate additional nominees to be elected to the Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Ramius that any attempt to increase the size of the current Board or to classify the Board constitutes an unlawful manipulation of PTEC’s corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees nominated by Ramius at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Ramius.

Below please find information required by Article I, Section 11 of the Amended and Restated Bylaws of PTEC (the “Bylaws”). In addition, reference is made to the Schedule 13D initially filed by Ramius and certain of its affiliates on November 2, 2009, as amended by that certain Amendment No. 1 dated November 3, 2009 and that certain Amendment No. 2 dated November 5, 2009, as it may be amended from time to time, as filed and to be filed with the Securities and Exchange Commission (“SEC”). Such information contained therein is deemed incorporated by reference herein and, accordingly, all information contained in this Notice is deemed to be supplemented thereby.

(i)

A full description of item of business proposed to be brought before the Annual Meeting:

Ramius proposes to nominate Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub as nominees to be elected to the Board at the Annual Meeting.

(ii)

The name and address of the Nominating Stockholder and the class and number of shares held of record, held beneficially and represented by proxy by such person as of the record date for the Annual Meeting (if such date has then been made publicly available) and as of the date of this Notice:

The name and address and class and number of shares held of record, beneficially and by proxy by Ramius, as of the date of this Notice, are as follows.

Name	Address	Class	Number

Ramius Value and Opportunity Master Fund Ltd	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies	Common Stock, $.001 Par Value	As of the date of this Notice, Ramius was the beneficial owner of 2,323,230 shares of Common Stock, 1,000 of which are held of record.

Other than as set forth above Ramius does not own of record or beneficially, or represent by proxy, any shares of Common Stock. Ramius does not believe the record date for the Annual Meeting is publicly available.

(iii)

All information regarding the Nominees that would be required to be set forth in a definitive proxy statement filed with the SEC pursuant to pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any successor thereto, and the written consent of each such Nominee to serve if elected:

Dale L. Fuller (Age 51) has been the Chief Executive Officer of moka5, Inc. since July 2008. Mr. Fuller served on the Board of Directors and then as President and Interim Chief Executive Officer of McAfee, Inc. from January 2006 to July 2007. Mr. Fuller has more than 20 years of experience in general management, marketing and business development in the technology industry. He served as a Board Member and as Chief Executive Officer and President of Borland Software Corp., from April 1999 to July 2006. Prior to 1999, Mr.Fuller served as Chief Executive Officer of WhoWhere? Inc., an online global communications directory of people and business information, as General Manager, and Vice President of Apple Computer’s Powerbook division, and as Vice President and General Manager of NEC Corporation’s portable computer division. He has been the Chairman of the Board of Supervisors at AVG Technologies N.V. since October 2008. Mr. Fuller has been Chairman of the Board of Webgistix Corp. since November 2008 and Director of Quest Airplane Company since September 2008. Mr. Fuller served as a Director of Guidance Software, Inc., from May 2007 to February 2008, as a Director of Phoenix Technologies, Ltd. from November 2006 to August 2008, and as a Director of Pacific Edge Software, Inc. from January 2003 to January 2005. Mr. Fuller currently serves as Chairman of the Let them Hear Foundation, which offers cochlear implant and pediatric hearing aid programs and services to patients around the world. Mr. Fuller received an honorary Ph.D. from St. Petersburg State University in Russia and is a Member of the American Association of Artificial Intelligence (AAAI). The principal business address of Mr. Fuller is 475 Broadway St., 2nd Floor, Redwood City, California 94063. Mr. Fuller beneficially owns 70,000 shares of Common Stock. For information regarding purchases and sales during the past two years by Mr. Fuller of securities of PTEC, see Exhibit A.

Jeffrey C. Smith (Age 37) is a Partner Managing Director of Ramius LLC, an investment management firm, a position he has held since February 2007 (the title changed from Partner to Partner Managing Director in November 2009 in conjunction with Ramius LLC’s merger with Cowen Group, Inc. (Nasdaq: COWN)), and is also a member of Cowen’s Operating Committee. Prior to the merger with Cowen, Mr. Smith served as a member of Ramius LLC’s Management Board. Prior to February 2007, Mr. Smith was an Executive Managing Director of Ramius LLC from July 2006 until February 2007 and a Managing Director of Ramius LLC from January 2004 until July 2006. Mr. Smith currently co-heads Ramius LLC’s Multi-Strategy business and co-heads Ramius LLC’s Opportunistic Value Investing business. He has been employed by Ramius LLC since January 1998. Mr. Smith currently serves on the Board of Directors of Actel Corporation (Nasdaq: ACTL), the leading supplier of low-power field-programmable gate arrays and programmable system chips. Mr. Smith served on the Board of Directors of The Fresh Juice Company, Inc., a manufacturer and distributor of fresh squeezed and frozen fresh squeezed citrus juices and other non-carbonated beverages, from April 1996 until February 1999 and Jotter Technologies, Inc., an Internet infomediary company, from January 2000 to September 2000. Mr. Smith served as a member of the Board of Directors of S1 Corporation (Nasdaq: SONE), a provider of internet based financial services solutions, from May 2006 until September 2008. Mr. Smith served as a director of Kensey Nash Corporation (Nasdaq: KNSY), a medical device manufacturer, from December 2007 until February 2009. Mr. Smith has served as a member of the Executive Committee of Register.com (Cayman) L.P., a provider of domain name registration and internet services, since December 2005. Mr. Smith is a General Securities Registered Representative. Mr. Smith received a B.S. in Economics with concentrations in finance and accounting from the Wharton School of The University of Pennsylvania. The principal business address of Mr. Smith is c/o Ramius LLC, 599 Lexington Avenue, 20th Floor, New York, New York 10022. As of the date hereof, Mr. Smith does not directly own, and has not purchased or sold during the past two years, any securities of PTEC. Mr. Smith, as an affiliate of Ramius, may be deemed to beneficially own the 4,780,660 shares of Common Stock of PTEC beneficially owned by Ramius and its affiliates. Mr. Smith disclaims beneficial ownership of such shares. For information regarding purchases and sales during the past two years by Ramius and its affiliates of securities of PTEC that may be deemed to be beneficially owned by Mr. Smith, see Exhibit A.

Edward Terino (Age 56) has served as President of GET Advisory Services, LLC, a strategic and financial management consulting firm focused on the maritime and technology industries, since March 2009. From January 2009 through March 2009 Mr. Terino served as a consultant to General Maritime Corporation, following the merger of Arlington Tankers Ltd with General Maritime Corporation in December 2008. Prior to the merger, Mr. Terino was the President, Chief Executive Officer and Chief Financial Officer of Arlington Tanker Ltd, an international seaborne transporter of crude oil and petroleum products, a position he held since January 2008. Mr. Terino served as Arlington’s Co-Chief Executive Officer and Chief Financial Officer from July 2005 until August 2007, and as its Chief Executive Officer, interim President and Chief Financial Officer from August 2007 until January 2008. Mr. Terino has served as a director of S1 Corporation, a leading provider of integrated banking solutions, since April 2007 and is Chairman of the Audit Committee and a member of the Compensation Committee. From October 1999 until March 2006, Mr. Terino served as a Director and as Chairman of the Audit Committee of EBT International, Inc., a Web content management software company. From September 2001 until June 2005, Mr. Terino served as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of Art Technology Group, Inc., a provider of Internet-based e-commerce software focused on the Global 1000 market. Mr. Terino received his Masters in Business Administration from Suffolk University. The principal business address of Mr. Terino is 25 Indian Rock Road, Suite 23, Windham New Hampshire 03087. Mr. Terino does not directly own, and has not purchased or sold during the past two years, any securities of PTEC.

Kenneth H. Traub (Age 48) is currently President and CEO of Ethos Management, a private investment and consulting firm. Mr. Traub served as Vice President and Corporate Advisor of JDS Uniphase Corp. (“JDSU”), a provider of optical products and test and measurement solutions for the communications industry, from February 2008 to September 2008. From April 1999 until its acquisition by JDSU in February 2008, Mr. Traub served as President, Chief Executive Officer and a member of the board of directors of American Bank Note Holographics, Inc. (“ABNH”), a publicly traded, global leader in product and document security. Mr. Traub managed an extensive turnaround of ABNH, and under his leadership, ABNH’s stockholders enjoyed a gain of over 1000% from 2001 to 2008. Previously, Mr. Traub was a founder, Executive Vice President and Chief Financial Officer of Voxware, Inc. from 1994 to 1998. Mr. Traub currently serves on the Board of Directors of iPass, Inc. (Nasdaq:IPAS), a global provider of Internet software and services. Mr. Traub also serves as the Education Chairman of the New Jersey Chapter of Young Presidents Organization. Mr. Traub received a Masters in Business Administration from Harvard Business School and his B.A. from Emory University. The principal business address of Mr. Traub is 2 Applegate Drive, Robbinsville, New Jersey 08691. Mr. Traub does not directly own, and has not purchased or sold during the past two years, any securities of PTEC.

Ramius and certain of its affiliates have signed or intend to sign letter agreements pursuant to which they agree to indemnify each of Messrs. Fuller, Terino and Traub against claims arising from the solicitation of proxies from PTEC’s shareholders in connection with the Annual Meeting and any related transactions.

In addition, RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC, has signed or intends to sign compensation letter agreements with each of Messrs. Fuller, Terino and Traub pursuant to which RCG Starboard Advisors LLC agrees to pay each of each of Messrs. Fuller, Terino and Traub (i) $10,000 in cash upon the submission of this letter by Ramius to PTEC and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the SEC relating to a solicitation of proxies in favor of the election of the Nominees as directors at the Annual Meeting. Pursuant to the compensation letter agreements, each of Messrs. Fuller, Terino and Traub agrees to use such compensation to acquire securities of PTEC (the “Nominee Shares”) at such time that each of Messrs. Fuller, Terino and Traub shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs. Fuller, Terino and Traub agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of their election or appointment as a director; provided, however, in the event that PTEC enters into a business combination with a third party, Messrs. Fuller, Terino and Traub may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of PTEC; (iii) no Nominee owns any securities of PTEC which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of PTEC during the past two years; (v) no part of the purchase price or market value of the securities of PTEC owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of PTEC, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of PTEC; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of PTEC; (ix) no Nominee or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of PTEC’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which PTEC or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by PTEC or its affiliates, or with respect to any future transactions to which PTEC or any of its affiliates will or may be a party; and (xi) no Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting. There are no material proceedings to which any Nominee or any of his associates is a party adverse to PTEC or any of its subsidiaries or has a material interest adverse to PTEC or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Exchange Act occurred during the past five years.

Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Ramius in connection with the solicitation of proxies from PTEC’s shareholders in connection with the Annual Meeting and to serve as a director of PTEC, if so elected. Such consents are attached hereto as Exhibit B.

On November 9, 2009, Ramius, Ramius Enterprise Master Fund Ltd, RCG PB, Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss and the Nominees (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of PTEC, (b) the Group agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Ramius, to the Board at the Annual Meeting (the “Solicitation”), and (c) Ramius, Ramius Enterprise Master Fund Ltd and RCG PB, Ltd agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.

Other than as stated herein, there are no arrangements or understandings between Ramius and the Nominees or any other person or persons pursuant to which the nominations described herein is to be made.

(iv)

All other information that would be required to be filed with the SEC if, with respect to the nomination of the Nominees, the Nominating Stockholder was a participant in a solicitation subject to Section 14 of the Exchange Act, or any successor thereto:

The principal business of Ramius is serving as a private investment fund. Ramius has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. The address of the principal office of Ramius is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies.

As of the date of this Notice, Ramius beneficially owned 2,323,230 shares of Common Stock.

The amount of securities of PTEC owned beneficially, directly or indirectly, by Ramius and each of its affiliates and the name and address of each such affiliate are as follows:

Name	Business Address	Beneficial Ownership

Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”)	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies	641,294 shares of Common Stock

RCG PB, Ltd (“RCB PB”)	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies	1,816,136 shares of Common Stock

Ramius Advisors, LLC (“Ramius Advisors”)	599 Lexington Avenue 20th Floor New York, New York 10022	2,457,430 shares of Common Stock

RCG Starboard Advisors, LLC (“RCG Starboard Advisors”)	599 Lexington Avenue 20th Floor New York, New York 10022	2,323,230 shares of Common Stock

Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Cowen Group, Inc. (“Cowen”)	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

RCG Holdings LLC (“RCG Holdings”)	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

C4S & Co., L.L.C. (“C4S”)	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Peter A. Cohen	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Morgan B. Stark	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Jeffrey M. Solomon	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Thomas W. Strauss	599 Lexington Avenue 20th Floor New York, New York 10022	4,780,660 shares of Common Stock

Enterprise Master Fund and RCG PB are each private investment funds formed for the purpose of making equity and debt investments.

RCG Starboard Advisors is the investment manager of Ramius and may be deemed to beneficially own the shares of Common Stock held directly by Ramius.

Ramius Advisors is the investment advisor of Enterprise Master Fund and RCG PB and may be deemed to beneficially own the shares of Common Stock held directly by Enterprise Master Fund and RCG PB.

Ramius LLC is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of RCG Starboard Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is the majority shareholder of Cowen. C4S is the managing member of RCG Holdings. Messrs. Cohen, Strauss, Stark and Solomon are the co-managing members of C4S. Accordingly, each of Ramius LLC, Cowen, RCG Holdings, C4S and Messrs. Cohen, Strauss, Stark and Solomon may be deemed to beneficially own the shares of Common Stock held directly by Ramius, Enterprise Master Fund and RCG PB. Each of RCG Starboard Advisors, Ramius Advisors, Ramius LLC, Cowen, RCG Holdings, C4S and Messrs. Cohen, Strauss, Stark and Solomon disclaims beneficial ownership of such shares of Common Stock not held directly by him or it.

Each of Ramius, Enterprise Master Fund, RCG PB, RCG Starboard Advisors, Ramius Advisors, Ramius LLC, Cowen, RCG Holdings, C4S and Messrs. Cohen, Strauss, Stark and Solomon, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the Exchange Act (the “Ramius Group”), is deemed to beneficially own the shares of Common Stock beneficially owned in the aggregate by the other members of the group. Each member of the Ramius Group disclaims beneficial ownership of such shares of Common Stock. For information regarding purchases and sales of securities of PTEC during the past two years by the members of the Ramius Group and affiliates of the Ramius Group that no longer own any securities of PTEC, see Exhibit A.

Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no member of the Ramius Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no member of the Ramius Group directly or indirectly beneficially own any securities of PTEC; (iii) no member of the Ramius Group owns any securities of PTEC which are owned of record but not beneficially; (iv) no member of the Ramius Group purchased or sold any securities of PTEC during the past two years; (v) no part of the purchase price or market value of the securities of PTEC owned by any member of the Ramius Group is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no member of the Ramius Group is or within the past year was, a party to any contracts, arrangements or understandings with any person with respect to any securities of PTEC, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any member of the Ramius Group owns beneficially, directly or indirectly, any securities of PTEC; (viii) no member of the Ramius Group owns beneficially, directly or indirectly, any securities of any parent or subsidiary of PTEC; (ix) no member of the Ramius Group has any material pending legal proceedings, other than ordinary routine litigation incidental to PTEC’s business, to which any member of the Ramius Group is a party adverse to PTEC or any of its affiliated persons, or in which any member of the Ramius Group has a material interest adverse to PTEC or any of its affiliated persons; (x) no member of the Ramius Group or any of their associates has any arrangement or understanding with any person with respect to any future employment by PTEC or its affiliates, or with respect to any future transactions to which PTEC or any of its affiliates will or may be a party; and (xi) no person, including any member of the Ramius Group, who is a party to an arrangement or understanding pursuant to which the Nominees are proposed to be elected has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the Annual Meeting. With respect to the members of the Ramius Group, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Exchange Act occurred during the past five years.

A representative of Ramius intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees for election to the Board.

Please address any correspondence to Ramius Value and Opportunity Master Fund Ltd, Attention: Jeffrey C. Smith, telephone (212) 845-7955, facsimile (212) 201-4802 and Owen S. Littman, telephone (212) 201-4841, facsimile (212) 845-7986 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any purported procedures for notice concerning the nomination of directors to the Board and submission of business proposals are legal, valid or binding, and Ramius reserves the right to challenge their validity. If PTEC contends this Notice is incomplete or is otherwise deficient in any respect, please notify Ramius, Attention: Jeffrey C. Smith, telephone (212) 845-7955, facsimile (212) 201-4802 and Owen S. Littman, telephone (212) 201-4841, facsimile (212) 845-7986 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222) setting forth the facts that PTEC contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Ramius will assume that PTEC agrees that this Notice complies in all respects with the requirements of the Bylaws. Ramius reserves the right to withdraw or modify this Notice at any time.

Very truly yours,

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD


By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

EXHIBIT A

TRANSACTIONS IN SECURITIES OF PHOENIX TECHNOLOGIES LTD.

DURING THE PAST TWO YEARS

Shares of Common Stock

Purchased / (Sold)

Date of

Purchase / Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

63,672		10/08/07
14,700		10/09/07
(47,544)		04/09/08
(16,380)		04/10/08
(21,000)		04/11/08
(34,776)		04/14/08
(13,860)		04/15/08
(33,096)		04/16/08
(20,580)		04/17/08
(4,620)		04/18/08
(8,400)		04/18/08
(12,600)		04/21/08
(16,800)		04/21/08
(21,000)		04/22/08
(42,000)		04/22/08
(8,400)		04/23/08
(42,000)		04/23/08
(25,878)		04/24/08
(6,948)		04/24/08
(21,000)		04/25/08
(8,400)		04/25/08
(29,400)		04/28/08
(28,308)		04/29/08
(29,400)		04/30/08
(29,400)		05/01/08
(25,200)		05/02/08
(8,400)		05/05/08
(18,909)		05/06/08
(25,200)		05/20/08
(40,992)		05/21/08
(17,808)		05/22/08
(48,553)		05/27/08
(25,200)		05/27/08
(4,200)		05/27/08
(24,360)		05/27/08
(65,604)		05/28/08
(12,600)		05/28/08
(4,200)		05/29/08
(12,768)		05/29/08
(112,873)		05/29/08

(96,141)		05/30/08
(67,328)		05/30/08
(16,296)		05/30/08
(21,000)		06/02/08
(16,042)		06/02/08
(36,876)		06/02/08
(50,400)		06/03/08
(2,772)		06/04/08
(61,255)		06/04/08
(171,570)		06/05/08
(21,000)		06/05/08
(18,228)		06/05/08
(116,100)		06/06/08
(2,520)		06/06/08
(57,414)		06/09/08
(21,000)		08/05/08
(26,544)		08/05/08
(8,400)		08/05/08
(20,412)		08/06/08
(2,100)		08/06/08
(46,452)		08/07/08
(3,024)		08/07/08
(75,012)		08/08/08
(63,504)		08/11/08
(6,846)		08/12/08
(134,148)		08/13/08
(57,708)		08/14/08
(42,424)		08/15/08
(69,468)		08/18/08
(25,368)		08/19/08
(98,784)		08/20/08
(21,504)		08/21/08
(41,723)		08/22/08
(16,689)		08/22/08
(21,000)		08/25/08
(14,207)		08/26/08
(11,928)		08/27/08
(42,000)		08/28/08
(36,288)		08/28/08
(30,828)		08/29/08
(24,573)		09/01/08
(18,419)		09/02/08
(20,698)		09/02/08
(27,606)		09/03/08
(5,476)		09/04/08
(2,464)		09/04/08
(42,527)		09/05/08
(13,118)		09/08/08
(24,151)		09/08/08
(11,851)		09/09/08

126,000		05/20/09
26,554		05/21/09
15,540		05/21/09
420		05/22/09
336		05/26/09
1,932		05/26/09
5,880		05/26/09
8,904		05/26/09
2,547		05/27/09
1,512		05/28/09
168		06/01/09
3,360		06/03/09
252		06/04/09
2,520		06/08/09
8,064		06/09/09
924		06/10/09
9,287		06/16/09
40,320		06/29/09
44,520		06/30/09
26,040		07/01/09
42,000		07/02/09
15,120		07/02/09
96,936		07/06/09
51,240		07/06/09
9,156		07/07/09
32,844		07/08/09
1,176		07/09/09
42,000		07/10/09
1,268		07/10/09
40,732		07/10/09
42,000		07/13/09
1,764		07/13/09
36,960		07/14/09
42,000		07/14/09
39,228		07/15/09
8,908		07/15/09
4,536		07/15/09
9,072		07/16/09
18,900		07/17/09
4,118		07/20/09
2,100		07/22/09
1,930		07/24/09
16,800		07/27/09
27,287		07/28/09
8,400		08/11/09
601		08/14/09
5,964		08/14/09
2,705		08/17/09
8,736		08/17/09
11,340		08/19/09

15,099		08/19/09
672		08/20/09
20,328		08/20/09
(21,000)		08/28/09
(2,043)		08/31/09
(4,722)		08/31/09
(16,359)		08/31/09
(17,211)		09/01/09
(2,508)		09/02/09
(10,499)		09/03/09
(4,368)		09/04/09
(26,374)		09/08/09
(10,500)		09/08/09
(16,464)		09/08/09
(26,877)		09/09/09
(4,200)		09/10/09
(4,284)		09/11/09
(6,635)		09/14/09
(15,035)		09/15/09
(20,998)		09/16/09
(20,998)		09/17/09
(62,994)		09/18/09
(20,998)		09/21/09
(10,583)		09/21/09
(31,413)		09/22/09
(7,559)		09/23/09
(13,439)		09/24/09
(20,998)		09/25/09
(20,998)		09/28/09
(12,599)		09/29/09
(1,260)		09/30/09
(20,417)**		10/01/09
(23,135)**		10/01/09
(4,134)**		10/01/09
(14,829)**		10/01/09
(531)**		10/01/09
(18,963)**		10/01/09
(573)**		10/01/09
(18,390)**		10/01/09
(18,963)**		10/01/09
(796)**		10/01/09
(16,687)**		10/01/09
(18,963)**		10/01/09
(17,711)**		10/01/09
(4,022)**		10/01/09
(2,048)**		10/01/09

** Shares were transferred to RCG PB, Ltd., an affiliate of Ramius Value and Opportunity Master Fund Ltd, in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.

(4,096)**		10/01/09
(8,533)**		10/01/09
(1,859)**		10/01/09
(948)**		10/01/09
(871)**		10/01/09
(7,585)**		10/01/09
(12,320)**		10/01/09
(3,793)**		10/01/09
(271)**		10/01/09
(2,693)**		10/01/09
(1,221)**		10/01/09
(3,944)**		10/01/09
(5,120)**		10/01/09
(6,817)**		10/01/09
(303)**		10/01/09
(9,178)**		10/01/09
11,996		10/01/09
8,339		10/02/09
8,820		10/05/09
3,430		10/07/09
4,900		10/07/09
19,600		10/08/09
294		10/08/09
15,148		10/08/09
2,744		10/09/09
19,012		10/12/09
2,002		10/13/09
7,840		10/13/09
11,760		10/14/09
4,600		10/15/09
10,100		10/16/09
12,789		10/19/09
10,878		10/20/09
833		10/21/09
147,000		10/22/09
227,213		10/22/09
5,537		10/22/09
619,850		10/22/09
31,051		10/23/09
73,500		10/26/09
6,870		10/27/09
41,538		10/27/09
5,978		10/28/09
1,784		10/28/09
33,417		10/28/09
12,583		10/29/09
55,540		10/29/09
24,353		10/29/09
9,800		10/30/09
21,521		10/30/09

110,925		10/30/09
11,121		11/02/09
112,760		11/02/09
12,250		11/02/09
11,819		11/03/09
77,340		11/03/09
9,800		11/04/09
3,626		11/04/09
76,932		11/04/09
2,499		11/05/09
63,247		11/05/09
4,900		11/05/09
7,350		11/06/09
3,507		11/06/09
29,903		11/06/09
147		11/09/09
1,764		11/09/09
7,350		11/09/09

RCG PB, LTD

24,573*		09/01/08
(3,040)		09/02/08
(2,705)		09/02/08
(2,070)		09/03/08
(912)		09/04/08
(411)		09/04/08
(7,085)		09/05/08
(2,186)		09/08/08
(4,023)		09/08/08
(2,141)		09/09/08
20,417*		09/30/09
23,135*		09/30/09
4,134*		09/30/09
14,829*		09/30/09
531*		09/30/09
18,963*		09/30/09
573*		09/30/09
18,390*		09/30/09
18,963*		09/30/09
796*		09/30/09
16,687*		09/30/09
18,963*		09/30/09
17,711*		09/30/09
4,022*		09/30/09
2,048*		09/30/09
4,096*		09/30/09
8,533*		09/30/09
1,859*		09/30/09
948*		09/30/09

871*		09/30/09
7,585*		09/30/09
12,320*		09/30/09
3,793*		09/30/09
271*		09/30/09
2,693*		09/30/09
1,221*		09/30/09
3,944*		09/30/09
5,120*		09/30/09
6,817*		09/30/09
303*		09/30/09
9,178*		09/30/09
9,303		10/01/09
6,467		10/02/09
6,840		10/05/09
2,660		10/07/09
3,800		10/07/09
15,200		10/08/09
228		10/08/09
11,747		10/08/09
2,128		10/09/09
14,744		10/12/09
1,553		10/13/09
6,080		10/13/09
9,120		10/14/09
3,568		10/15/09
7,833		10/16/09
9,918		10/19/09
8,436		10/20/09
646		10/21/09
114,000		10/22/09
176,206		10/22/09
4,294		10/22/09
480,700		10/22/09
24,080		10/23/09
57,000		10/26/09
5,328		10/27/09
32,214		10/27/09
4,636		10/28/09
1,383		10/28/09
25,916		10/28/09
9,758		10/29/09
43,072		10/29/09
18,886		10/29/09
7,600		10/30/09
16,690		10/30/09
86,024		10/30/09

* Shares were acquired from Ramius Value and Opportunity Master Fund Ltd, an affiliate of RCG PB, Ltd., in connection with a restructuring of the Reporting Persons’ ownership in the Issuer.

8,625		11/02/09
87,446		11/02/09
9,500		11/02/09
9,165		11/03/09
59,978		11/03/09
7,600		11/04/09
2,812		11/04/09
59,661		11/04/09
1,938		11/05/09
49,048		11/05/09
3,800		11/05/09
5,700		11/06/09
2,719		11/06/09
23,190		11/06/09
114		11/09/09
1,368		11/09/09
5,700		11/09/09

RAMIUS ENTERPRISE MASTER FUND LTD

24,000		05/20/09
5,058		05/21/09
2,960		05/21/09
80		05/22/09
64		05/26/09
368		05/26/09
1,120		05/26/09
1,696		05/26/09
485		05/27/09
288		05/28/09
32		06/01/09
640		06/03/09
48		06/04/09
480		06/08/09
1,536		06/09/09
176		06/10/09
1,769		06/16/09
7,680		06/29/09
8,480		06/30/09
4,960		07/01/09
8,000		07/02/09
2,880		07/02/09
18,464		07/06/09
9,760		07/06/09
1,744		07/07/09
6,256		07/08/09
224		07/09/09
8,000		07/10/09
242		07/10/09
7,758		07/10/09

8,000		07/13/09
336		07/13/09
7,040		07/14/09
8,000		07/14/09
7,472		07/15/09
1,697		07/15/09
864		07/15/09
1,728		07/16/09
3,600		07/17/09
784		07/20/09
400		07/22/09
368		07/24/09
3,200		07/27/09
5,198		07/28/09
1,600		08/11/09
114		08/14/09
1,136		08/14/09
515		08/17/09
1,664		08/17/09
2,160		08/19/09
2,876		08/19/09
128		08/20/09
3,872		08/20/09
(4,000)		08/28/09
(380)		08/31/09
(878)		08/31/09
(3,041)		08/31/09
(3,280)		09/01/09
(478)		09/02/09
(2,001)		09/03/09
(832)		09/04/09
(925)		09/08/09
(4,101)		09/08/09
(2,000)		09/08/09
(3,136)		09/08/09
(5,123)		09/09/09
(800)		09/10/09
(816)		09/11/09
(1,265)		09/14/09
(2,865)		09/15/09
(4,002)		09/16/09
(4,002)		09/17/09
(12,006)		09/18/09
(4,002)		09/21/09
(2,017)		09/21/09
(5,987)		09/22/09
(1,441)		09/23/09
(2,561)		09/24/09
(4,002)		09/25/09
(4,002)		09/28/09

(2,401)		09/29/09
(240)		09/30/09
3,183		10/01/09
2,212		10/02/09
2,340		10/05/09
910		10/07/09
1,300		10/07/09
5,200		10/08/09
78		10/08/09
4,019		10/08/09
728		10/09/09
5,044		10/12/09
531		10/13/09
2,080		10/13/09
3,120		10/14/09
1,220		10/15/09
2,679		10/16/09
3,393		10/19/09
2,886		10/20/09
221		10/21/09
39,000		10/22/09
60,281		10/22/09
1,469		10/22/09
164,450		10/22/09
8,238		10/23/09
19,500		10/26/09
1,822		10/27/09
11,020		10/27/09
1,586		10/28/09
473		10/28/09
8,866		10/28/09
3,339		10/29/09
14,735		10/29/09
6,461		10/29/09
2,600		10/30/09
5,709		10/30/09
29,429		10/30/09
2,950		11/02/09
29,916		11/02/09
3,250		11/02/09
3,136		11/03/09
20,519		11/03/09
2,600		11/04/09
962		11/04/09
20,410		11/04/09
663		11/05/09
16,780		11/05/09
1,300		11/05/09
1,950		11/06/09
930		11/06/09
7,933		11/06/09
39		11/09/09
468		11/09/09
1,950		11/09/09

PARCHE, LLC

12,128		10/08/07
2,800		10/09/07
(9,056)		04/09/08
(3,120)		04/10/08
(4,000)		04/11/08
(6,624)		04/14/08
(2,640)		04/15/08
(6,304)		04/16/08
(3,920)		04/17/08
(880)		04/18/08
(1,600)		04/18/08
(2,400)		04/21/08
(3,200)		04/21/08
(4,000)		04/22/08
(8,000)		04/22/08
(1,600)		04/23/08
(8,000)		04/23/08
(4,929)		04/24/08
(1,324)		04/24/08
(4,000)		04/25/08
(1,600)		04/25/08
(5,600)		04/28/08
(5,392)		04/29/08
(5,600)		04/30/08
(5,600)		05/01/08
(4,800)		05/02/08
(1,600)		05/05/08
(3,602)		05/06/08
(4,800)		05/20/08
(7,808)		05/21/08
(3,392)		05/22/08
(9,248)		05/27/08
(4,800)		05/27/08
(800)		05/27/08
(4,640)		05/27/08
(12,496)		05/28/08
(2,400)		05/28/08
(800)		05/29/08
(2,432)		05/29/08
(21,500)		05/29/08
(18,312)		05/30/08
(12,824)		05/30/08
(3,104)		05/30/08

(4,000)		06/02/08
(3,056)		06/02/08
(7,024)		06/02/08
(9,600)		06/03/08
(528)		06/04/08
(11,668)		06/04/08
(32,680)		06/05/08
(4,000)		06/05/08
(3,472)		06/05/08
(18,900)		06/06/08
(480)		06/06/08
(10,936)		06/09/08
(4,000)		08/05/08
(5,056)		08/05/08
(1,600)		08/05/08
(3,888)		08/06/08
(400)		08/06/08
(8,848)		08/07/08
(576)		08/07/08
(14,288)		08/08/08
(12,096)		08/11/08
(1,304)		08/12/08
(25,552)		08/13/08
(10,992)		08/14/08
(8,081)		08/15/08
(13,232)		08/18/08
(4,832)		08/19/08
(18,816)		08/20/08
(4,096)		08/21/08
(8,277)		08/22/08
(3,311)		08/22/08
(4,000)		08/25/08
(2,706)		08/26/08
(2,272)		08/27/08
(8,000)		08/28/08
(6,912)		08/28/08
(5,872)		08/29/08
(4,862)		09/02/08
(4,327)		09/02/08
(4,832)		09/03/08
(1,376)		09/04/08
(619)		09/04/08
(10,688)		09/05/08
(3,296)		09/08/08
(6,070)		09/08/08
(3,230)		09/09/08

DALE L. FULLER

(40,000)		06/09/08
(1,000)		06/09/08
35,000		11/06/09
35,000		11/09/09

EXHIBIT B

DALE FULLER

475 Broadway Street, 2nd Floor

Redwood City, California 94063

November 9, 2009

Phoenix Technologies Ltd.

915 Murphy Ranch Road

Milpitas, California

Attn: Corporate Secretary

Dear Sir or Madam:

You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Ramius Value and Opportunity Master Fund Ltd (“Ramius”) of its intention to nominate the undersigned as a director of Phoenix Technologies Ltd. (“PTEC”) at the 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”), (ii) being named as a nominee in any proxy statement filed by Ramius in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of PTEC if elected at the Annual Meeting.

	Very truly yours,

	/s/ Dale Fuller

	Dale Fuller

JEFFREY C. SMITH

c/o Ramius LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

November 9, 2009

Phoenix Technologies Ltd.

915 Murphy Ranch Road

Milpitas, California

Attn: Corporate Secretary

Dear Sir or Madam:

	Very truly yours,

	/s/ Jeffrey C. Smith

	Jeffrey C. Smith

EDWARD TERINO

25 Indian Rock Road, Suite 23

Windham, New Hampshire 03087

November 9, 2009

Phoenix Technologies Ltd.

915 Murphy Ranch Road

Milpitas, California

Attn: Corporate Secretary

Dear Sir or Madam:

	Very truly yours,

	/s/ Edward Terino

	Edward Terino

KENNETH H. TRAUB

2 Applegate Drive

Robbinsville, New Jersey 08691

November 9, 2009

Phoenix Technologies Ltd.

915 Murphy Ranch Road

Milpitas, California

Attn: Corporate Secretary

Dear Sir or Madam:

	Very truly yours,

	/s/ Kenneth H. Traub

	Kenneth H. Traub

EX-99.2 3 ex992to13da306297008_111009.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da306297008_111009.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Phoenix Technologies Ltd., a Delaware Corporation (the “Company”);

WHEREAS, Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”), Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), Ramius Advisors, LLC, a Delaware limited liability company, RCG Starboard Advisors, LLC, a Delaware limited liability company, Ramius LLC, a Delaware limited liability company (“Ramius”), Cowen Group, Inc., a Delaware corporation, RCG Holdings LLC, a Delaware limited liability company, C4S & Co., L.L.C., a Delaware limited liability company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2010 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2010 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 12th day of November 2009 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Ramius or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Company at the 2010 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. Enterprise Master Fund, Value and Opportunity Master Fund and RCG PB shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Enterprise Master Fund, Value and Opportunity Master Fund and RCG PB based on the number of Shares in the aggregate beneficially owned by each of Enterprise Master Fund, Value and Opportunity Master Fund and RCG PB on the date hereof.

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Ramius, or its representatives, which approval shall not be unreasonably withheld.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and Ramius and its affiliates relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,
its investment manager

RCG PB, LTD

By: Ramius Advisors, LLC,
its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,
its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS LLC

By: Cowen Group, Inc.,
its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,
as managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Dale L. Fuller, Jeffrey C. Smith, Edward Terino and Kenneth H. Traub

EX-99.3 4 ex993to13da306297008_111009.htm FORM OF INDEMNIFICATION AGREEMENT ex993to13da306297008_111009.htm

Exhibit 99.3

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

November __, 2009

_______________________

Re: Phoenix Technologies Ltd.

Dear:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Phoenix Technologies Ltd. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

The members of the Ramius Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Ramius Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Ramius Group’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Ramius Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ramius Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ramius Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Ramius Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Ramius Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Ramius Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Ramius Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Ramius Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ramius Group so that the Ramius Group or any member thereof may seek a protective order or other appropriate remedy or, in the Ramius Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Ramius Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ramius Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Ramius Group and, upon the request of a representative of the Ramius Group, all such information shall be returned or, at the Ramius Group’s option, destroyed by you, with such destruction confirmed by you to the Ramius Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

ACCEPTED AND AGREED:

[NOMINEE]

EX-99.4 5 ex994to13da306297008_111009.htm FORM OF COMPENSATION AGREEMENT ex994to13da306297008_111009.htm

Exhibit 99.4

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

November __, 2009

_____________________

Dear:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Phoenix Technologies Ltd. (the “Company”) at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

In consideration of your agreement to be named and serve as nominee of the Ramius Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $10,000 in cash upon the Ramius Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

Accepted and Agreed to:

[NOMINEE]

EX-99.5 6 ex995to13da306297008_111009.htm POWERS OF ATTORNEY ex995to13da306297008_111009.htm

Exhibit 99.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Phoenix Technologies Ltd. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of November 2009.

	/s/ Dale Fuller
	DALE FULLER

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of November 2009.

	/s/ Jeffrey C. Smith
	JEFFREY C. SMITH

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of November 2009.

	/s/ Edward Terino
	EDWARD TERINO

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of November 2009.

	/s/ Kenneth H. Traub
	KENNETH H. TRAUB