sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
PHOENIX TECHNOLOGIES LTD.
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(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
ADMIRAL ADVISORS, LLC
RAMIUS CAPITAL GROUP, L.L.C.
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
JOHN MUTCH
PHILIP MOYER
JEFFREY C. SMITH
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Starboard Value and Opportunity Master Fund Ltd., an affiliate of
Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the other
participants named herein, has made a definitive filing with the Securities and
Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card
to be used to solicit votes for the election of its two nominees at the 2007
annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware
corporation (the "Company").
Item 1: On February 6, 2007, Starboard issued the following open
letter to the shareholders of the Company on behalf of the Ramius Group:
ATTENTION PHOENIX TECHNOLOGIES LTD. SHAREHOLDERS
VOTE THE WHITE PROXY CARD
FOR
The Ramius Group's Two Director Nominees
Dear Fellow Shareholders:
We wish to be clear. Our proposal to purchase Phoenix Technologies
Ltd. ("Phoenix" or the "Company") is withdrawn from consideration. We believe
that Phoenix is using our recent proposal to acquire the Company, which is no
longer on the table, as a smokescreen to divert your attention from the real
issue in this proxy contest - WHICH NOMINEES ARE MOST QUALIFIED TO OVERSEE THE
COMPANY'S TURNAROUND AND MAXIMIZE VALUE FOR ALL SHAREHOLDERS?
PLEASE DO NOT BE MISLED!
Phoenix would have you believe that our independent industry-expert director
nominees would act, if elected, solely to promote a sale of the Company to us at
a price that is below the current market value. THIS IS SIMPLY NOT THE CASE! OUR
OFFER IS WITHDRAWN. OUR NOMINEES ARE EXPERIENCED AND ACCOMPLISHED INDUSTRY
VETERANS INTERESTED IN ONE THING AND ONE THING ONLY: MAXIMIZING SHAREHOLDER
VALUE FOR ALL SHAREHOLDERS IN ACCORDANCE WITH THEIR FIDUCIARY DUTIES.
OUR OFFER IS NO LONGER ON THE TABLE. WE ARE NO LONGER ATTEMPTING TO BUY THE
COMPANY. We are attempting to get the most qualified people on the board of
directors of the Company to represent the best interest of all shareholders. As
13.7% shareholders, we are committed to maximizing shareholder value for all of
the Company's shareholders.
THIS BOARD WANTS YOU TO IGNORE ITS PAST MISTAKES
DON'T RISK YOUR INVESTMENT ON THE CURRENT BOARD'S IRRESPONSIBLE OVERSIGHT
WE URGE YOU TO SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY. EVEN IF YOU
HAVE ALREADY VOTED FOR THE COMPANY'S SLATE, YOU HAVE EVERY RIGHT TO CHANGE YOUR
MIND. SIMPLY SIGN AND DATE THE WHITE PROXY CARD - ONLY THE LATEST DATED PROXY
CARD YOU RETURN WILL BE COUNTED.
YOUR VOTE IS VERY IMPORTANT - REGARDLESS OF HOW MANY SHARES YOU OWN. If you have
any questions, or need assistance in filling out your WHITE proxy card, please
call our proxy solicitors, Innisfree M&A Incorporated, toll-free at (877)
800-5185.
We thank you for your consideration and look forward to the responsibility of
maximizing value for all Phoenix shareholders.
Respectfully,
/s/ Jeffrey C. Smith
Starboard Value and Opportunity Master Fund Ltd.
on behalf of
The Ramius Group
Item 2: On February 6, 2007, Ramius Capital issued the following press
release:
RAMIUS GROUP REAFFIRMS ITS COMMITMENT TO MAXIMIZING VALUE FOR ALL PHOENIX
TECHNOLOGIES STOCKHOLDERS
URGES PHOENIX STOCKHOLDERS TO VOTE THE WHITE PROXY CARD
TO ELECT RAMIUS NOMINEES
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NEW YORK - FEBRUARY 6, 2007 - Starboard Value and Opportunity Master Fund Ltd.,
an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius"), today issued
an open letter to all stockholders of Phoenix Technologies Ltd. ("Phoenix" or
the "Company") (NASDAQ: PTEC) in which it reaffirmed its commitment to
maximizing value for all of the Company's stockholders.
In the letter, Ramius noted it has withdrawn its proposal to purchase Phoenix
and that the Company is diverting shareholders' attention from the real issue in
this proxy contest - which nominees are most qualified to oversee the Company's
turnaround and maximize value for all shareholders?
As previously disclosed, Ramius has nominated independent industry experts John
Mutch and Philip Moyer for election to the board of directors of Phoenix at the
Company's upcoming annual meeting of stockholders.
Ramius Executive Managing Director Jeffrey C. Smith commented, "Phoenix would
have you believe that our industry-expert director nominees would act, if
elected, solely to promote a sale of the Company to us at a price that is below
the current market value.This is simply not the case! Our offer is withdrawn.
Our nominees are experienced and accomplished industry veterans interested in
one thing and one thing only: maximizing shareholder value for all shareholders
in accordance with their fiduciary duties."
Ramius urges all Phoenix stockholders to sign, date and return the WHITE proxy
card by the February 14, 2007 deadline. Stockholders who have questions or need
assistance in voting their WHITE proxy card should call Ramius' proxy
solicitors, Innisfree M&A Incorporated at (877) 800-5185.
ABOUT RAMIUS CAPITAL GROUP, L.L.C.
Ramius Capital Group is a registered investment advisor that manages assets of
approximately $7.9 billion in a variety of alternative investment strategies.
Ramius Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna.
The full text of the letter is attached:
ATTENTION PHOENIX TECHNOLOGIES LTD. SHAREHOLDERS
VOTE THE WHITE PROXY CARD
FOR
The Ramius Group's Two Director Nominees
Dear Fellow Shareholders:
We wish to be clear. Our proposal to purchase Phoenix Technologies Ltd.
("Phoenix" or the "Company") is withdrawn from consideration. We believe that
Phoenix is using our recent proposal to acquire the Company, which is no longer
on the table, as a smokescreen to divert your attention from the real issue in
this proxy contest - WHICH NOMINEES ARE MOST QUALIFIED TO OVERSEE THE COMPANY'S
TURNAROUND AND MAXIMIZE VALUE FOR ALL SHAREHOLDERS?
PLEASE DO NOT BE MISLED!
Phoenix would have you believe that our independent industry-expert director
nominees would act, if elected, solely to promote a sale of the Company to us at
a price that is below the current market value. THIS IS SIMPLY NOT THE CASE! OUR
OFFER IS WITHDRAWN. OUR NOMINEES ARE EXPERIENCED AND ACCOMPLISHED INDUSTRY
VETERANS INTERESTED IN ONE THING AND ONE THING ONLY: MAXIMIZING SHAREHOLDER
VALUE FOR ALL SHAREHOLDERS IN ACCORDANCE WITH THEIR FIDUCIARY DUTIES.
OUR OFFER IS NO LONGER ON THE TABLE. WE ARE NO LONGER ATTEMPTING TO BUY THE
COMPANY. We are attempting to get the most qualified people on the board of
directors of the Company to represent the best interest of all shareholders. As
13.7% shareholders, we are committed to maximizing shareholder value for all of
the Company's shareholders.
THIS BOARD WANTS YOU TO IGNORE ITS PAST MISTAKES
DON'T RISK YOUR INVESTMENT ON THE CURRENT BOARD'S IRRESPONSIBLE OVERSIGHT
WE URGE YOU TO SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY. EVEN IF YOU
HAVE ALREADY VOTED FOR THE COMPANY'S SLATE, YOU HAVE EVERY RIGHT TO CHANGE YOUR
MIND. SIMPLY SIGN AND DATE THE WHITE PROXY CARD - ONLY THE LATEST DATED PROXY
CARD YOU RETURN WILL BE COUNTED.
YOUR VOTE IS VERY IMPORTANT - REGARDLESS OF HOW MANY SHARES YOU OWN. If you have
any questions, or need assistance in filling out your WHITE proxy card, please
call our proxy solicitors, Innisfree M&A Incorporated, toll-free at (877)
800-5185.
We thank you for your consideration and look forward to the responsibility of
maximizing value for all Phoenix shareholders.
Respectfully,
/s/ Jeffrey C. Smith
Starboard Value and Opportunity Master Fund Ltd.
on behalf of
The Ramius Group
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
On January 25, 2007, Starboard Value and Opportunity Master Fund Ltd., an
affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the
other participants named herein, made a definitive filing with the Securities
and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy
card to be used to solicit votes for the election of its two nominees at the
2007 annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware
corporation (the "Company").
RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE
PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY
STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF
THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A
INCORPORATED, AT ITS TOLL-FREE NUMBER: (877) 800-5185.
The participants in the proxy solicitation are Starboard Value and Opportunity
Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC,
a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a
Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware
limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware
limited liability company ("C4S"), Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss, Jeffrey M. Solomon, John Mutch, Philip Moyer and Jeffrey C. Smith (the
"Participants").
Starboard beneficially owns 2,774,471 shares of Common Stock of the Company.
Parche beneficially owns 528,470 shares of Common Stock of the Company. As the
investment manager of Starboard and the managing member of Parche, Admiral
Advisors may be deemed to beneficially own the 2,774,471 shares of Common Stock
of the Company owned by Starboard and the 528,470 shares of Common Stock of the
Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital
may be deemed to beneficially own the 2,774,471 shares of Common Stock of the
Company owned by Starboard and the 528,470 shares of Common Stock of the Company
owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to
beneficially own the 2,774,471 shares of Common Stock of the Company owned by
Starboard and the 528,470 shares of Common Stock of the Company owned by Parche.
As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and
Mr. Solomon may be deemed to beneficially own the 2,774,471 shares of Common
Stock of the Company owned by Starboard and the 528,470 shares of Common Stock
of the Company owned by Parche.
Mr. Mutch beneficially owns 200,000 shares of Common Stock of the Company. Mr.
Moyer does not beneficially own any shares of Common Stock of the Company. Mr.
Smith does not beneficially own any shares of Common Stock of the Company.
# # #
CONTACT:
Media & Stockholders:
Sard Verbinnen & Co.
Dan Gagnier or Renee Soto, 212-687-8080