<PAGE>

As filed with the Securities and Exchange Commission on October 2, 1997
                                                     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 issuer as specified in its charter)


               
          DELAWARE                                        04-2685985
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                           
                        411 E. PLUMERIA DRIVE
                         SAN JOSE, CA  95134
                           (408) 570-1000
               (Address of principal executive offices)

                           -------------------
                   
                   1997 NONSTATUTORY STOCK OPTION PLAN
                                           
                       (Full title of the plans)

                           -------------------
                                           
                            Stuart J. Nichols
                Vice President, General Counsel & Secretary
                          411 E. PLUMERIA DRIVE
                           SAN JOSE, CA  95134
                             (408) 570-1000
        (Name, address and telephone number of agent for service)

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

                                Copy to:
                                           
                         Larry W. Sonsini, Esq.
                  Wilson Sonsini Goodrich & Rosati, P.C.
                           650 Page Mill Road
                      Palo Alto, California 94304
                           -------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed Maximum       Proposed Maximum
                                              Amount to be           Offering Price            Aggregate            Amount of
Title of Securities to be Registered           Registered             Per Share(1)         Offering Price(1)     Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                    <C>                   <C>                   <C>
Common Stock

1997 Nonstatutory Stock Option                  500,000                 $14.56                $7,280,000.00          $2,206.06
Plan (par value $0.001)
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(h) solely for the purpose of computing
    the amount of the registration fee based on the prices of the Company's 
    Common Stock as reported on the Nasdaq National Market on September 29, 
    1997.

(2) Associated with the Common Stock are common stock purchase rights which 
    will not be exercisable or be evidenced separately from the Common Stock 
    prior to the occurrence of certain events.








--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    Phoenix Technologies Ltd. (the "Company") hereby incorporates by reference
in this registration statement the following documents:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter(s) ended
December 31, 1996, March 30, 1997 and  June 30, 1997, filed pursuant to Section
13 of the Exchange Act.

    (c)  Any description of any securities of the Company which is contained 
in any registration statement filed under Section 12 of the Securities 
Exchange Act of 1934, as amended, (the "Exchange Act")  including any 
amendment or report filed for the purpose of updating any such description.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.     

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    As to named experts, Item 5 is inapplicable.  Stuart J. Nichols, who is 
Vice President, General Counsel & Secretary of the Company, is a holder of 
options covering significantly less than one percent (1%) of the outstanding 
shares of the outstanding Common Stock, $.001 par value per share, of the 
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    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 
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 

                                       II-1
<PAGE>

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.

     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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    4.1  1997 Nonstatutory Stock Option Plan

    5.1  Opinion of counsel as to legality of securities being registered

    23.1 Consent of Independent Auditors

    23.2 Consent of Counsel (contained in Exhibit 5.1)

    24.1 Power of Attorney

ITEM 9.  UNDERTAKINGS

    (a)  RULE 415 OFFERING   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; and

                                       II-2
<PAGE>

                   (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 registration statement is on Form S-3 (Section 239.13 of this chapter) 
or Form S-8 (Section 239.16(b) of this chapter), and 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.

         (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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         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 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to 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)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION 
         STATEMENT ON FORM S-8

         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 Securities and 
Exchange 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.

                                       II-3
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 September 18, 
1997.

                             PHOENIX TECHNOLOGIES, LTD.


                             By:  /s/
                                -------------------------------------------
                                  JACK KAY
                                  President & Chief Executive Officer


                                       II-4
<PAGE>

<TABLE>
<CAPTION>
                                    EXHIBIT INDEX
Exhibit                                                                           Sequentially
Number                                                                            Numbered
                                                                                  Page
<S>                                                                             <C>
4.1   1997 Nonstatutory Stock Option Plan                                         [    ]

5.1   Opinion of counsel as to legality of securities being registered            [    ]

23.1  Consent of Ernst & Young LLP, Independent Auditors                          [    ]

23.2  Consent of Coopers & Lybrand L.L.P., Independent Accountants                [    ]

23.3  Consent of Counsel (contained in Exhibit 5.1)                               [    ]

24.1  Power of Attorney                                                           [    ]

</TABLE>



                                       II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15177}]
{"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": "333-37063", "film-number": "97690068"}, "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 October 2, 1997
                                                     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 issuer as specified in its charter)

               
          DELAWARE                                        04-2685985
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                           
                        411 E. PLUMERIA DRIVE
                         SAN JOSE, CA  95134
                           (408) 570-1000
               (Address of principal executive offices)

                           -------------------
                   
                   1997 NONSTATUTORY STOCK OPTION PLAN
                                           
                       (Full title of the plans)

                           -------------------
                                           
                            Stuart J. Nichols
                Vice President, General Counsel & Secretary
                          411 E. PLUMERIA DRIVE
                           SAN JOSE, CA  95134
                             (408) 570-1000
        (Name, address and telephone number of agent for service)

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

                                Copy to:
                                           
                         Larry W. Sonsini, Esq.
                  Wilson Sonsini Goodrich & Rosati, P.C.
                           650 Page Mill Road
                      Palo Alto, California 94304
                           -------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed Maximum       Proposed Maximum
                                              Amount to be           Offering Price            Aggregate            Amount of
Title of Securities to be Registered           Registered             Per Share(1)         Offering Price(1)     Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock

1997 Nonstatutory Stock Option                  500,000                 $14.56                $7,280,000.00          $2,206.06
Plan (par value $0.001)
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h) solely for the purpose of computing
    the amount of the registration fee based on the prices of the Company's 
    Common Stock as reported on the Nasdaq National Market on September 29, 
    1997.

(2) Associated with the Common Stock are common stock purchase rights which 
    will not be exercisable or be evidenced separately from the Common Stock 
    prior to the occurrence of certain events.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    Phoenix Technologies Ltd. (the "Company") hereby incorporates by reference
in this registration statement the following documents:

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter(s) ended
December 31, 1996, March 30, 1997 and  June 30, 1997, filed pursuant to Section
13 of the Exchange Act.

    (c)  Any description of any securities of the Company which is contained 
in any registration statement filed under Section 12 of the Securities 
Exchange Act of 1934, as amended, (the "Exchange Act")  including any 
amendment or report filed for the purpose of updating any such description.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.     

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    As to named experts, Item 5 is inapplicable.  Stuart J. Nichols, who is 
Vice President, General Counsel & Secretary of the Company, is a holder of 
options covering significantly less than one percent (1%) of the outstanding 
shares of the outstanding Common Stock, $.001 par value per share, of the 
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    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 
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 

                                       II-1
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.

     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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    4.1  1997 Nonstatutory Stock Option Plan

    5.1  Opinion of counsel as to legality of securities being registered

    23.1 Consent of Independent Auditors

    23.2 Consent of Counsel (contained in Exhibit 5.1)

    24.1 Power of Attorney

ITEM 9.  UNDERTAKINGS

    (a)  RULE 415 OFFERING   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; and

                                       II-2
(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 registration statement is on Form S-3 (Section 239.13 of this chapter) 
or Form S-8 (Section 239.16(b) of this chapter), and 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.

         (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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         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 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to 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)  REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION 
         STATEMENT ON FORM S-8

         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 Securities and 
Exchange 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.

                                       II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 September 18, 
1997.

                             PHOENIX TECHNOLOGIES, LTD.

                             By:  /s/
                                -------------------------------------------
                                  JACK KAY
                                  President & Chief Executive Officer

                                       II-4
EXHIBIT INDEX
Exhibit                                                                           Sequentially
Number                                                                            Numbered
                                                                                  Page
4.1   1997 Nonstatutory Stock Option Plan                                         [    ]

5.1   Opinion of counsel as to legality of securities being registered            [    ]

23.1  Consent of Ernst & Young LLP, Independent Auditors                          [    ]

23.2  Consent of Coopers & Lybrand L.L.P., Independent Accountants                [    ]

23.3  Consent of Counsel (contained in Exhibit 5.1)                               [    ]

24.1  Power of Attorney                                                           [    ]
II-5