-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SlLk3K9FVV7UuveVRXQn9y6RqhzEkIm754Foc9zo7SufaImC/GcQnUKnVogvpodQ DqFBlS0XWv1R52Iyq8BWeQ== 0001193805-09-002124.txt : 20091103 0001193805-09-002124.hdr.sgml : 20091103 20091103181843 ACCESSION NUMBER: 0001193805-09-002124 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091029 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ADVISORS LLC CENTRAL INDEX KEY: 0001275893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155779 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG STARBOARD ADVISORS, LLC CENTRAL INDEX KEY: 0001329989 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155781 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-4841 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Admiral Advisors, LLC DATE OF NAME CHANGE: 20050613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155777 BUSINESS ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 201-4823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG PB, Ltd CENTRAL INDEX KEY: 0001401165 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155778 BUSINESS ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS CAPITAL GROUP, LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ENTERPRISE MASTER FUND LTD CENTRAL INDEX KEY: 0001418492 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155776 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RCG Enterprise Ltd DATE OF NAME CHANGE: 20071114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17111 FILM NUMBER: 091155780 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 NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 3 1 e606001_ex.xml X0203 3 2009-10-29 0 0000832767 PHOENIX TECHNOLOGIES LTD PTEC 0001475770 Ramius LLC 599 LEXINGTON AVE. 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001275893 RAMIUS ADVISORS LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001401165 RCG PB, Ltd C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001373638 RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418492 RAMIUS ENTERPRISE MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001329989 RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.001 par value 481339 I By Ramius Enterprise Master Fund Ltd Common Stock, $0.001 par value 1720316 I By Ramius Value & Opportunity Master Common Stock, $0.001 par value 1348572 I By RCG PB, Ltd Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2009-11-03 EX-24 2 ex241a06297cohstastrsol.htm sec document 

                                                                    Exhibit 24.1


                                POWER OF ATTORNEY


The  undersigned  hereby appoints Peter A. Cohen,  Morgan B. Stark,  Thomas W.
Strauss,  Jeffrey M. Solomon, Marran H. Ogilvie and Owen S. Littman, or any of
them,  his true and lawful  attorney-in  fact and agent to execute 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
as a result of the undersigned's  beneficial ownership of, or participation in
a group with respect to, securities directly or indirectly  beneficially owned
by Ramius Capital Group,  L.L.C. or any of its  affiliates,  and granting unto
said  attorney-in-fact  and agent full power and  authority  to do and perform
each and  every  act and thing  which he might or could do in  person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent  may
lawfully do or cause to be done by virtue  hereof.  The  authority of Peter A.
Cohen,  Morgan B. Stark,  Thomas W.  Strauss,  Jeffrey M.  Solomon,  Marran H.
Ogilvie  and Owen S.  Littman,  or any of them,  under this Power of  Attorney
shall remain in full force and effect until  revoked by the  undersigned  in a
signed writing delivered to the foregoing attorneys-in-fact.

Date: August 16, 2007


                                       /s/ Peter A. Cohen
                                       ---------------------------------------
                                       Peter A. Cohen


                                       /s/ Morgan B. Stark
                                       ---------------------------------------
                                       Morgan B. Stark


                                       /s/ Jeffrey M. Solomon
                                       ---------------------------------------
                                       Jeffrey M. Solomon


                                       /s/ Thomas W. Strauss
                                       ---------------------------------------
                                       Thomas W. Strauss
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