<PAGE>

        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                            PHOENIX TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

--------------------------------------------------------------------------------

              DELAWARE                               04-2685985
 (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                              411 E. PLUMERIA DRIVE
                               SAN JOSE, CA 95134
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

--------------------------------------------------------------------------------
                                 1999 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

--------------------------------------------------------------------------------

                                 ALBERT E. SISTO
                             CHIEF EXECUTIVE OFFICER
                            PHOENIX TECHNOLOGIES LTD.
                              411 E. PLUMERIA DRIVE
                               SAN JOSE, CA 95134
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (408) 570-1000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                              ALAN TALKINGTON, ESQ.
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                        OLD FEDERAL RESERVE BANK BUILDING
                               400 SANSOME STREET
                      SAN FRANCISCO, CALIFORNIA 94111-3143
                                 (415) 392-1122
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================= ==================== ==================== ==================== ==================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
                                                 TO BE          MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PRICE PER SHARE (1)  OFFERING PRICE (1)          FEE
----------------------------------------- -------------------- -------------------- -------------------- ------------------
<S>                                       <C>                  <C>                  <C>                  <C>
                                                150,000              $6.0000
                                                200,000              $7.0630
Common Stock, (2)                               355,970              $8.5000           $14,121,341.56         $3,530.34
     par value $.001 per share......            530,000             $11.0000
                                                263,955             $11.1875
                                                -------
                                              1,499,925
                                              =========

========================================= ==================== ==================== ==================== ===================
</TABLE>
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price have been calculated on
     the basis of the exercise price of options previously granted
(2)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock.
================================================================================

<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.

         (b) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act") shall be deemed incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents until a
post-effective amendment of this Registration Statement is filed which indicates
that all securities being offered hereby have been sold or which deregisters all
securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions. Article NINTH of the Registrant's
Restated Certificate of Incorporation eliminates the personal liability of the
Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of a director's fiduciary duty, except for liability: (1) for
breach of a director's duty of loyalty to the Registrant or its stockholders;
(2) for acts or omissions not in good faith or involving intentional misconduct
or knowing violations of law; (3) under Section 174 of the Delaware General
Corporation Law; or (4) for any transaction from which the director derived an
improper personal benefit.

         Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts. Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and
directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the Registrant.
Article TENTH provides, in part, that each person who was or is made a party or
is threatened to be made a party or is involved in any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another

                                      2
<PAGE>

corporation or enterprise shall be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware General Corporation
Law, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection with
such proceeding; provided, however, that if the person seeking indemnification
initiated the proceeding in respect to which he or she is seeking
indemnification from the Registrant, the Registrant shall provide such
indemnification only if such proceeding was authorized by the Registrant's Board
of Directors. The right to indemnification includes the right to be paid
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law so
requires, the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the Registrant of an undertaking,
by or on behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not entitled
to indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER       NAME
         -------      ----
<S>                   <C>

         5.1          Opinion of  Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24.1         Power of Attorney is included on page five of this
                      Registration Statement.
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      to include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                           (iii)    to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                      3
<PAGE>

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California on the 18th of January,
2001.

                                             PHOENIX TECHNOLOGIES LTD.
                                             (Registrant)


                                             By: /s/ ALBERT E. SISTO
                                                 -----------------------
                                                 Albert E. Sisto
                                                 Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Linda V. Moore and Albert E. Sisto
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he might or could do in person, and ratifying
and confirming all that the attorney-in-facts and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                                    TITLE                                DATE
<S>                                           <C>                                        <C>

            /S/ ALBERT E. SISTO                      Director, President and                 January 18, 2001
            -------------------                      Chief Executive Officer
              Albert E. Sisto


            /S/ JOHN M. GREELEY                    Vice President, Finance and               January 18, 2001
            -------------------                      Chief Financial Officer
              John M. Greeley                    (Principal Financial Officer and
                                                  Principal Accounting Officer)


             /S/ TAHER ELGAMEL                               Director                        January 18, 2001
             -----------------
               Taher Elgamal


             /S/ EDMUND JENSEN                               Director                        January 18, 2001
             -----------------
               Edmund Jensen


           /S/ ANTHONY P. MORRIS                             Director                        January 18, 2001
           ---------------------
             Anthony P. Morris

</TABLE>

                                      5
<PAGE>
<TABLE>
<CAPTION>
                 SIGNATURE                                    TITLE                                DATE
<S>                                           <C>                                        <C>

               /S/ TONY SUN                                  Director                        January 18, 2001
               ------------
                 Tony Sun


            /S/ GEORGE C. HUANG                              Director                        January 18, 2001
            -------------------
              George C. Huang


            /S/ SHIH-CHIEN YANG                              Director                        January 18, 2001
            -------------------
              Shih-Chien Yang

</TABLE>

                   (A majority of the Board of Directors)


                                      6
<PAGE>
                      EXHIBIT INDEX
<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER        NAME
        -------       ----
<S>                   <C>
         5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24           Power of Attorney is included on page five of this
                      Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2035745zs-8.txt", "description": "S-8", "secsgml_size_bytes": 18525}]
{"company-data": {"conformed-name": "PHOENIX TECHNOLOGIES LTD", "cik": "0000832767", "assigned-sic": "7372", "irs-number": "042685985", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53892", "film-number": "1510955"}, "business-address": {"street1": "411 E. PLUMERIA DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085701000"}, "mail-address": {"street1": "411 E PLUMERIA DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------

                            PHOENIX TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

--------------------------------------------------------------------------------

              DELAWARE                               04-2685985
 (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                              411 E. PLUMERIA DRIVE
                               SAN JOSE, CA 95134
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

--------------------------------------------------------------------------------
                                 1999 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

--------------------------------------------------------------------------------

                                 ALBERT E. SISTO
                             CHIEF EXECUTIVE OFFICER
                            PHOENIX TECHNOLOGIES LTD.
                              411 E. PLUMERIA DRIVE
                               SAN JOSE, CA 95134
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (408) 570-1000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                              ALAN TALKINGTON, ESQ.
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                        OLD FEDERAL RESERVE BANK BUILDING
                               400 SANSOME STREET
                      SAN FRANCISCO, CALIFORNIA 94111-3143
                                 (415) 392-1122
                         CALCULATION OF REGISTRATION FEE
========================================= ==================== ==================== ==================== ==================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
                                                 TO BE          MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PRICE PER SHARE (1)  OFFERING PRICE (1)          FEE
----------------------------------------- -------------------- -------------------- -------------------- ------------------
150,000              $6.0000
                                                200,000              $7.0630
Common Stock, (2)                               355,970              $8.5000           $14,121,341.56         $3,530.34
     par value $.001 per share......            530,000             $11.0000
                                                263,955             $11.1875
                                                -------
                                              1,499,925
                                              =========

========================================= ==================== ==================== ==================== ===================
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price have been calculated on
     the basis of the exercise price of options previously granted
(2)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock.
================================================================================
PART I

ITEM 1.  PLAN INFORMATION *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.

         (b) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act") shall be deemed incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents until a
post-effective amendment of this Registration Statement is filed which indicates
that all securities being offered hereby have been sold or which deregisters all
securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions. Article NINTH of the Registrant's
Restated Certificate of Incorporation eliminates the personal liability of the
Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of a director's fiduciary duty, except for liability: (1) for
breach of a director's duty of loyalty to the Registrant or its stockholders;
(2) for acts or omissions not in good faith or involving intentional misconduct
or knowing violations of law; (3) under Section 174 of the Delaware General
Corporation Law; or (4) for any transaction from which the director derived an
improper personal benefit.

         Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts. Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and
directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the Registrant.
Article TENTH provides, in part, that each person who was or is made a party or
is threatened to be made a party or is involved in any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another

                                      2
corporation or enterprise shall be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware General Corporation
Law, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection with
such proceeding; provided, however, that if the person seeking indemnification
initiated the proceeding in respect to which he or she is seeking
indemnification from the Registrant, the Registrant shall provide such
indemnification only if such proceeding was authorized by the Registrant's Board
of Directors. The right to indemnification includes the right to be paid
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law so
requires, the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the Registrant of an undertaking,
by or on behalf of such director or officer, to repay all amounts so advanced if
it shall ultimately be determined that such director or officer is not entitled
to indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS
EXHIBIT
         NUMBER       NAME
         -------      ----
5.1          Opinion of  Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24.1         Power of Attorney is included on page five of this
                      Registration Statement.
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      to include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                           (iii)    to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                      3
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California on the 18th of January,
2001.

                                             PHOENIX TECHNOLOGIES LTD.
                                             (Registrant)

                                             By: /s/ ALBERT E. SISTO
                                                 -----------------------
                                                 Albert E. Sisto
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Linda V. Moore and Albert E. Sisto
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he might or could do in person, and ratifying
and confirming all that the attorney-in-facts and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                                DATE
/S/ ALBERT E. SISTO                      Director, President and                 January 18, 2001
            -------------------                      Chief Executive Officer
              Albert E. Sisto

            /S/ JOHN M. GREELEY                    Vice President, Finance and               January 18, 2001
            -------------------                      Chief Financial Officer
              John M. Greeley                    (Principal Financial Officer and
                                                  Principal Accounting Officer)

             /S/ TAHER ELGAMEL                               Director                        January 18, 2001
             -----------------
               Taher Elgamal

             /S/ EDMUND JENSEN                               Director                        January 18, 2001
             -----------------
               Edmund Jensen

           /S/ ANTHONY P. MORRIS                             Director                        January 18, 2001
           ---------------------
             Anthony P. Morris
5
SIGNATURE                                    TITLE                                DATE
/S/ TONY SUN                                  Director                        January 18, 2001
               ------------
                 Tony Sun

            /S/ GEORGE C. HUANG                              Director                        January 18, 2001
            -------------------
              George C. Huang

            /S/ SHIH-CHIEN YANG                              Director                        January 18, 2001
            -------------------
              Shih-Chien Yang
(A majority of the Board of Directors)

                                      6
EXHIBIT INDEX
EXHIBIT
        NUMBER        NAME
        -------       ----
5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24           Power of Attorney is included on page five of this
                      Registration Statement.