Phoenix Technologies 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Phoenix Technologies Ltd.
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)
Item 8.01 Other Events.
As previously announced in a Current Report on Form 8-K filed on October 22, 2010, on October 21, 2010, Phoenix Technologies Ltd., a Delaware corporation ("Phoenix" or the "Company"), entered into an Amendment (the "Amendment") to the Agreement and Plan of Merger (the "Marlin Merger Agreement") dated August 17, 2010, between Phoenix and Pharaoh Acquisition LLC, a Delaware limited liability company formerly known as Pharaoh Acquisition Corp ("Parent"), Pharaoh Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), each affiliates of Marlin Equity Partners ("Marlin"), and, solely for purposes of providing a guarantee of the obligations of the Parent and Merger Subsidiary, Marlin Equity II, L.P., a Delaware limited partnership and Marlin Equity III, L.P., a Delaware limited partnership. Pursuant to the Amendment, the Merger Consideration (as defined in the Marlin Merger Agreement) was increased to $4.05 per share.
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.