-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mv9dVtLGbT6Nn9k67dAPDvvHjTSLHNNvExb7S5Dk6+9hYI6GrUDtsnXkGhNyz9ZR WtIlp5C6VRVOgrDzbkEBfA== 0001012870-00-000379.txt : 20000207 0001012870-00-000379.hdr.sgml : 20000207 ACCESSION NUMBER: 0001012870-00-000379 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-77021 FILED AS OF DATE: 20000204 EFFECTIVENESS DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001084752 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621482178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-96167 FILM NUMBER: 524102 BUSINESS ADDRESS: STREET 1: 4119 WILLOW LAKE BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013657774 MAIL ADDRESS: STREET 1: 4119 WILLOW LAKE BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38118 FORMER COMPANY: FORMER CONFORMED NAME: CORTELCO SYSTEMS INC DATE OF NAME CHANGE: 19990421 S-1MEF 1 REGISTRATION ON FORM S-1 PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission on February 4, 2000. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ eOn Communications Corporation (Formerly Cortelco Systems, Inc.) (Name of Registrant as specified in its charter) Delaware 3661 62-1482176 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code) Identification No.)
4119 Willow Lake Blvd. Memphis, TN 38118 (901) 365-7774 (Address and telephone number of principal executive offices and principal place of business) J. Michael O'Dell President and Chief Executive Officer eOn Communications Corporation 4119 Willow Lake Blvd. Memphis, TN 38118 (901) 365-7774 (Name, address and telephone number of agent for service) Copies to: James C. Kitch, Esq. Victor A. Hebert, Esq. COOLEY GODWARD LLP HELLER EHRMAN WHITE & MCAULIFFE Five Palo Alto Square 601 S. Figueroa Street 3000 El Camino Real Los Angeles, California 90017 Palo Alto, California 94036 (213) 689-0200 (650) 843-5000 ____________________ Approximate date of proposed sale to the public: As soon as practicable after the registration statement becomes effective. ____________________ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-77021 - If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
========================================================================================================================== CALCULATION OF REGISTRATION FEE ========================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of Registered Registerd(1) Per Share(2) Price(2) Registration Fee(3) - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value...... 690,000 $12.00 $ 8,280,000 $2,186 ==========================================================================================================================
(1) Includes 90,000 shares which the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (3) 3,450,000 shares were registered under SEC File No. 333-77021, of which a filing fee of $10,930 was previously paid and an additional amount of $1,346 was previously paid. ================================================================================ EXPLANATORY NOTE This registration statement relates to the initial public offering of common stock of eOn Communications Corporation contemplated by a Registration Statement on Form S-1 (SEC File No. 333-77021), as amended (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in such initial public offering by 600,000 shares plus up to 90,000 additional shares that may be sold pursuant to the Underwriter's overallotment option. The contents of the Prior Registration Statement are hereby incorporated by reference. 1. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 4th day of February, 2000. eOn Communications Corporation By: /s/ J. Michael O'Dell ----------------------------------- J. Michael O'Dell President and Chief Executive Officer POWER OF ATTORNEY In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael O'Dell President, Chief Executive Officer and Director February 4, 2000 - ----------------------------------- J. Michael O'Dell (Principal Executive Officer) /s/ Stephen N. Samp Vice President of Finance and Administration February 4, 2000 - ----------------------------------- Stephen N. Samp Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) * Chairman of the Board February 4, 2000 - ----------------------------------- David S. Lee * Director February 4, 2000 - ----------------------------------- Stephen R. Bowling * Director February 4, 2000 - ----------------------------------- Robert P. Dilworth * Director February 4, 2000 - ----------------------------------- Jenny Hsui Theleen * Director February 4, 2000 - ----------------------------------- W. Frank King By: /s/ J. Michael O'Dell ------------------------------- J. Michael O'Dell Attorney-in-Fact
2. EXHIBIT INDEX Exhibit Number Description of Document ------- ----------------------- 1.1* Form of Underwriting Agreement. 5.1 Opinion of Cooley Godward LLP and Baker, Donelson, Bearman and Caldwell, a Professional Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Brock and Company, CPA's, P.C. 23.3 Consent of Cooley Godward LLP. (See Exhibit 5.1) 24.1* Power of Attorney. - ------------------------------- * Incorporated by reference from the Registration Statement on Form S-1, as amended (SEC File No. 333-77021). 1. EX-5.1 2 OPINION OF COOLEY GODWARD & BAKER, DONELSON, BEARMAN &CALDWELL Exhibit 5.1 [LOGO OF COOLEY GODWARD LLP GOES HERE] February 3, 2000 eOn Communications Corporation 4119 Willow Lake Boulevard Memphis, TN 38118 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by eOn Communications Corporation, a Delaware corporation (the "Company"), of a Registration Statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") to be filed with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, covering the underwritten public offering of up to 690,000 shares of the common stock of the Company (the "Common Stock") (which includes 90,000 shares of the Common Stock for which the underwriters have been granted an over-allotment option), of which up to 640,000 shares of the Common Stock are to be issued and sold by the Company (the "Company Shares") (which includes 90,000 shares of Common Stock for which the underwriters have been granted an over-allotment option) and up to 50,000 shares of the Common Stock are to be sold by certain stockholders, as described in the Registration Statement. In connection with this opinion, we have (i) examined and relied upon the Registration Statement, the Company's Certificate of Incorporation, as amended, and the Company's Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below; and (ii) assumed that the shares of the Common Stock will be sold by the underwriters at a price established by the Pricing Committee of the Board of Directors of the Company. We have also assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares, when sold, issued and paid for in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption "Legal Matters" in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ James C. Kitch -------------------------- James C. Kitch February 4, 2000 Board of Directors eOn Communications Corporation 4119 Willow Lake Blvd. Memphis, TN 38118 Gentlemen: We have acted as corporate counsel to eOn Communications Corporation, a Delaware corporation (the "Company"), in connection with its preparation and filing of its Registration Statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission relating to the proposed public offering and sale of up to 3,600,000 shares (4,140,000 shares if the underwriters' over-allotment option is exercised in full) of the Company's common stock, $.001 par value per share, of which up to 2,790,000 shares of the common stock are to be issued and sold by the Company (the "Company Shares") (including 390,000 shares of common stock for which the underwriters have been granted an over-allotment option) and up to 810,000 shares of the common stock are to be sold by certain stockholders as described in the Registration Statement (the "Selling Stockholder Shares") (including 150,000 shares of common stock for which the underwriters have been granted an over-allotment option). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement. In delivering this opinion, we have examined such documents as we have deemed necessary, including copies of the following documents: 1. an executed copy of the Registration Statement and all amendments thereto; 2. the Certificate of Incorporation of the Company, as amended; 3. the Bylaws of the Company, as amended; 4. records of the corporate proceedings taken to date with respect to the authorization, issuance and sale of the Selling Stockholder Shares; and Board of Directors February 4, 2000 Page 2 5. a form of Underwriting Agreement to be executed among the Company, the Selling Stockholders (as defined therein) and the underwriters to be named therein. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as certified, telecopies, photostatic or reproduced copies. Based upon and limited by the foregoing, and subject to the following qualifications and limitations, we are of the opinion that, as of the date hereof, the Selling Stockholder Shares are validly issued, fully paid and non- assessable. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement on the date of this opinion letter and should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. Our opinions are limited in all respects to the substantive law of the State of Tennessee, and accordingly, we express no opinion as to the laws of any other state or jurisdiction. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, BAKER, DONELSON, BEARMAN & CALDWELL, A Professional Corporation By: /s/ Desiree Franklin ------------------------------------ EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE We consent to the incorporation by reference in this Registration Statement of eOn Communications Corporation of our report dated September 16, 1999 and included in Amendment No. 8 to Registration Statement No. 333-77021 of eOn Communications Corporation (formerly Cortelco Systems, Inc.) on Form S-1. Our audits of the financial statements referred to in our aforementioned report also included the consolidated financial statement schedule of eOn Communications Corporation and subsidiaries, listed in Item 16(b) of Registration Statement No. 333-77021. This financial statement schedule is the responsibility of eOn Communications Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ Deloitte & Touche LLP Memphis, Tennessee February 3, 2000 EX-23.2 4 CONSENT OF BROCK AND COMPANY, CPAS, P.C. Exhibit 23.2 INDEPENDENT AUDITOR'S CONSENT We consent to the use in this Registration Statement on Form S-1 of eOn Communications Corporation, formerly Cortelco Systems, Inc., on Form S-1 of our report on the financial statements of BCS Technologies, Inc., dated March 5, 1999, appearing in Registration Statement on Form S-1 (SEC File No. 333- 77021), as amended, and to the reference to us under the heading "Experts" in the Prospectus, which is part of the Registration Statement. /s/ Brock and Company, CPAs, P.C. Certified Public Accountants Littleton, Colorado February 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----