UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Phoenix Technologies Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
719153108
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(CUSIP Number)
12/31/2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
SEE the NOTES).
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CUSIP No. 719153108 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The TCW Group, Inc., on behalf of the TCW Business Unit
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 1,711,770
REPORTING -----------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0-
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8. SHARED DISPOSITIVE POWER
1,900,670
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,670
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% (see response to Item 4)
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12. TYPE OF REPORTING PERSON*(see instructions)
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7 Pages
Item 1(a). Name of Issuer:
Phoenix Technologies Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
915 Murphy Ranch Road
Milpitas, CA 95035
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office, or if None, Residence:
Item 2(c). Citizenship:
The TCW Group, Inc., on behalf of the TCW Business Unit
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
719153108
Page 4 of 7 Pages
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b), or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act (15 U.S.C. 78o).
(b) / / Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) /X/ A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G).
(SEE Item 7)
The TCW Group, Inc., on behalf of the TCW Business Unit
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Page 5 of 7 Pages
Item 4. Ownership **
The TCW Group, Inc., on behalf of the Business Unit ***
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(a) Amount beneficially owned: 1,900,670
(b) Percent of class: 7.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: none
(ii) Shared power to vote or to direct the vote: 1,711,770
(iii) Sole power to dispose or to direct the disposition
of: none
(iv) Shared power to dispose or to direct the
disposition of: 1,900,670
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** The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13G. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) of the Securities Exchange Act of
1934.
*** See Exhibit A
Page 6 of 7 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons other than as described in Item 4 have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock of Phoenix Technologies
Ltd.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. SEE Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d-1(b), the
following certification is included:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated this 4th day of February, 2004.
The TCW Group, Inc., on behalf of the
TCW Business Unit
By: /s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory