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)          December 19, 2006

PHOENIX TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

 

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 (See General Instruction A.2. below):

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

o  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240. 13e-4(c))

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(b)  On December 19, 2006 Anthony Sun notified the Company of his decision not to stand for re-election as a member of the Company’s Board of Directors at the Company’s 2007 Annual Meeting of Stockholders (the “Annual Meeting”).  Mr. Sun will serve as a director until the Annual Meeting.

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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.
	By:	/s/ Scott C. Taylor
		Scott C. Taylor
		Vice President, General Counsel
		and Secretary

Date: December 20, 2006

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