8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 30, 2008

Phoenix Technologies Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-17111	04-2685985
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
915 Murphy Ranch Road, Milpitas, California		95035
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 408-570-1000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 30, 2008, Phoenix Technologies Ltd., a Delaware corporation ("Phoenix"), completed its acquisition of BeInSync Ltd., a company incorporated under the laws of the State of Israel ("BeInSync"). Phoenix acquired BeInSync pursuant to the terms of the Share Purchase Agreement (the "Purchase Agreement") entered into on March 26, 2008. Under the terms of the Purchase Agreement, the holders of outstanding shares and vested options of BeInSync will be entitled to receive total cash consideration of approximately $17.3 million and 191,031 shares of Phoenix common stock. Phoenix has also assumed or paid off up to $1.75 million in BeInSync liabilities. In addition, Phoenix will issue to BeInSync employees stock options to purchase 356,950 shares of Phoenix common stock pursuant to the 2008 Acquisition Equity Incentive Plan, which was recently approved by the Phoenix Board of Directors.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreem ent filed as Exhibit 2.3 to Phoenix’s quarterly report on Form 10-Q filed on April 28, 2008.

Item 7.01 Regulation FD Disclosure.

On May 1, 2008, Phoenix issued the attached press release titled "Phoenix Technologies Completes Acquisition of BeInSync." The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished in this report under this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements to be filed under this Item 9.01(a) will, if required, be filed by amendment not later than 71 calendar days after the date that this initial report on Form 8-K was required to be filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Phoenix Technologies Ltd.
May 1, 2008	By:	/s/ Timothy C. Chu
		Name: Timothy C. Chu
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
2.3	Share Purchase Agreement dated as of March 26, 2008 by and among Phoenix Technologies Ltd., BeInSync Ltd., the Shareholders of BeInSync Ltd. and Tal Barnoach (as Representative). (Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008, filed on April 28, 2008.)
99.1	Press release dated May 1, 2008 announcing closing of BeInSync acquisition.

EX-2.3

 EX-2.3 

EX-99.1

PHOENIX TECHNOLOGIES COMPLETES ACQUISITION OF BEINSYNC

Company Committed to its PC 3.0™ Vision of Eliminating Complexity from the PC User Experience;
Acquisition Enables Company to Make Online Synchronization and Continuity a Core Part of the PC End
User Experience

MILPITAS, Calif., May 1, 2008 – Phoenix Technologies (Nasdaq: PTEC), the global leader in core systems software, today announced it has completed its acquisition of BeInSync Ltd., an Israeli-based provider of an all-in-one solution that allows users to backup, synchronize, share and access their data online.

The transaction further solidifies Phoenix’s position at the core of the PC industry. It will enhance the Company’s ability to respond to consumer and business needs for secure and “always available” web access to their digital assets as well as automatic protection of all PC programs and data.

“This acquisition puts Phoenix in an unparalleled position in the PC core systems software market,” said Woody Hobbs, President & CEO of Phoenix Technologies. “By combining the existing Phoenix offerings with the leading patent-pending peer-to-peer synchronization technologies from BeInSync, we are able to provide a complete portfolio of PC-related solutions to PC OEMs and their customers. PC 3.0 users will no longer be dependent on a single, stand-alone PC for access to their digital life. At the same time, Phoenix’s OEM customers will have new opportunities to differentiate their offerings, and provide additional value-added services as part of the PC sale.”

With the completion of this acquisition, Sharon Carmel, Founder of BeInSync, is now Vice President & Chief Scientist of synchronization and continuity Solutions at Phoenix Technologies, and the entire BeInSync team will continue to maintain operations out of Tel Aviv, Israel, as a part of the Phoenix Technologies’ global team.

In connection with the acquisition, all 21 members of the BeInSync team will be receiving stock options to purchase an aggregate of 356,950 shares of Phoenix common stock. These options will be “inducement grants” pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv), granted under Phoenix’s 2008 Acquisition Equity Incentive Plan, which was recently approved by the Board of Directors of Phoenix to facilitate the granting of stock options in connection with acquisitions as an inducement to new employees to join Phoenix. The Compensation Committee of the Phoenix Board of Directors has approved the grants in connection with the closing, and Phoenix intends to issue these options at the end of the month following the expiration of a mandatory waiting period under Israeli law. Each option grant will be a non-qualified option, have an exercise price equal to the closing price of Phoenix common stock on the date of grant and have a ten year term. The options will vest over a four year period, with 25% vesting after 12 months and then 6.25% each quarter thereafter.

About Phoenix Technologies
Phoenix Technologies Ltd. (Nasdaq: PTEC) is the global market leader in system firmware that provides the most secure foundation for today’s computing environments. The PC industry’s top builders and specifiers trust Phoenix to pioneer open standards and deliver innovative solutions that will help them differentiate their systems, reduce time-to-market and increase their revenues. The Company’s flagship products, AwardCore, SecureCore, FailSafe and HyperSpace, are revolutionizing the PC user experience by delivering unprecedented security, reliability and ease-of-use. The Company established industry leadership with its original BIOS product in 1983, has 155 technology patents and 139 pending applications, and has shipped in over one billion systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more information, visit http://www.phoenix.com

Phoenix, Phoenix Technologies, Phoenix FailSafe, HyperSpace, HyperCore, PC 3.0 and the Phoenix Technologies logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other trademarks are the property of their respective owners.

Safe Harbor
The statements in this release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, but not limited to, the benefits of the PC 3.0 environment, the integration of BeInSync’s products and services and employees into our offerings and organization, and OEM adoption of our products and solutions. These statements involve risk and uncertainties, including: technology and business integration challenges and delays; demand for our products and solutions; the ability of our customers to introduce and market new products that incorporate our products and solutions; the product offerings of competitors, especially with respect to functionality and time-to-market; and our ability to retain key employees. For a further list and description of risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements in this release, we refer you to the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. All forward-looking statements included in this release are based upon assumptions, forecasts and information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward-looking statements.

Contact
Phoenix Global Communications
Tel. +1 408 570 1060
Email: public_relations@phoenix.com

Source: Phoenix Technologies Ltd.