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Technology Stocks : Phoenix Technologies (PTEC) -- Ignore unavailable to you. Want to Upgrade?

To: John B. Dillon who wrote (3025)	1/15/1999 9:25:00 AM
From: Mark Brophy	Respond to of 3624

Integrated Systems is entered in the contest. Vicor is rejected because it doesn't have an SI profile - a thread is insufficient. The joint Phoenix/Award proxy statement from the merger is at sec.gov. The investment bank identified the following companies in the comparables analysis: Within the embedded systems software market, there are several companies that are comparable to Award based on revenue size, business model and management structure…. (i) Citrix Systems, Inc.; (ii) Wind River Systems, Inc.; (iii) Geoworks Corp.; (iv) Microware Systems Corp.; (v) Spyglass, Inc.; (vi) Metrowerks, Inc.; (vii) Integrated Systems, Inc.; (viii) Puma Technology, Inc.; (ix) SystemSoft Corporation; and (x) Phoenix Technologies Ltd. Of the companies listed, Integrated Systems and Wind River are the most comparable to Phoenix. Citrix is much larger and the others are much smaller. PTEC, INTS, and WIND each have quarterly revenue $25-35m, earnings around $2m (after accounting for stock options as a compensation expense), and book value $99-125m. I agree with the investment bank (Broadview) that these are the best comparables (to the new combined company - not Award alone) and a representative of the bank is up for election to the board of Phoenix (Charles Federman). Phoenix is the only one of the 3 that meets both financial criteria. Integrated Systems has P/E > 30 and Wind River has price/book > 5 and P/E > 30. Since meeting only one is necessary, Integrated Systems is entered in the contest.