SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Ramius LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2009
3. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [ PTEC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value(1)(2) 481,339 I By Ramius Enterprise Master Fund Ltd(3)(4)
Common Stock, $0.001 par value(1)(2) 1,720,316 I By Ramius Value & Opportunity Master(5)(6)
Common Stock, $0.001 par value(1)(2) 1,348,572 I By RCG PB, Ltd(7)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Ramius LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C4S & CO LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STARK MORGAN B

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STRAUSS THOMAS W

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOLOMON JEFFREY M

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COWEN GROUP, INC.

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG HOLDINGS LLC

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE

(Street)
NEW YORK NY

(City) (State) (Zip)
Explanation of Responses:
1. 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 second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.
2. 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 his or 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.
3. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the majority shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
4. (Continued from previous footnote). As the managing members of C4S & Co., L.L.C. (C4S), each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
5. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the investment manager of Value and Opportunity Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
6. (Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
7. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss 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 11/03/2009
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 11/03/2009
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 11/03/2009
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 11/03/2009
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 11/03/2009
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 11/03/2009
By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory 11/03/2009
By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory 11/03/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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