-----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, K4vKtFLEUjWgy8sKtzlnTkGxP2MS78je9x5F98vkaoN6qq3vgJpuHIkpKLBR6nu7 62bpGJ5R6tV9SyeIT3ZXxg== 0001012870-02-001215.txt : 20020415 0001012870-02-001215.hdr.sgml : 20020415 ACCESSION NUMBER: 0001012870-02-001215 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020315 EFFECTIVENESS DATE: 20020315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001084752 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 621482178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-84354 FILM NUMBER: 02575938 BUSINESS ADDRESS: STREET 1: 4119 WILLOW LAKE BOULEVARD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013657774 MAIL ADDRESS: STREET 1: 4105 ROYAL DRIVE NW, SUITE 100 CITY: KENNESAW STATE: GA ZIP: 30144 FORMER COMPANY: FORMER CONFORMED NAME: CORTELCO SYSTEMS INC DATE OF NAME CHANGE: 19990421 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on March 15, 2002 Registration No. 333-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EON COMMUNICATIONS CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 62-1482176 (State of Incorporation) (I.R.S. Employer Identification No.) 4105 Royal Drive NW, Suite 100 Kennesaw, Georgia 30144 (Address of Principal Executive Offices) EON COMMUNICATIONS CORPORATION 2001 EQUITY INCENTIVE PLAN (Full Title of the Plan) Troy E. Lynch President and Chief Executive Officer eOn Communications Corporation 4105 Royal Drive NW, Suite 100 Kennesaw, Georgia 30144 (770) 423-2200 (Name, Address and Telephone number of Agent For Service) (with copies to:) Jackie G. Prester Baker, Donelson, Bearman & Caldwell 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 (901) 526-2000 CALCULATION OF REGISTRATION FEE
====================================== ======================= ======================== ========================= ================= Proposed Maximum Proposed Maximum Amount of Title of Securities to be Amount to be Offering Price Per Aggregate Offering Registration Registered Registered Share Price Fee - -------------------------------------- ----------------------- ------------------------ ------------------------- ----------------- Common Stock, $.001 par value 500,000 shares(1) $ 1.035 (2) $ 517,500 (2) $ 47.61 (1)(2) ====================================== ======================= ======================== ========================= =================
(1) This figure represents the number of shares of common stock of the Registrant (the "Common Stock") authorized and registered hereby under the Registrant's 2001 Equity Incentive Plan (the "2001 Plan"). (2) Estimated solely for the purpose of determining the amount of the registration fee. Such estimate has been calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933 (the "1933 Act"), as amended, and are based upon the average high and low sales prices of the Registrant's Common Stock as reported on the National Market of the Nasdaq Stock Market on March 12, 2002. Pursuant to Rule 462 of the 1933 Act, the Registration Statement on Form S-8 shall be effective upon filing with the Commission. PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: (a) The Registrant's most recent annual report on Form 10-K for the year ended July 31, 2001, filed with the Commission on October 29, 2001, File No. 000-26399, containing audited financial statements. (b) The Registrant's Definitive Proxy Statement filed with the Commission on November 16, 2001. (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 2002, filed with the Commission on March 15, 2002. (d) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"), since July 31, 2001. (e) The description of the Registrant's common stock set forth under the caption "Description of Capital Stock" on page 63 contained in the Registrant's prospectus filed with the Commission pursuant to Rule 424(b)(3) on February 7, 2000, File No. 333-77021. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part thereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES No response is required to this item. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL No response is required to this item. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant has adopted a provision in its certificate of incorporation that eliminates the personal liability of its directors for monetary damages to the Registrant or its stockholders to the fullest extent permitted by law. Additionally, the Registrant's bylaws provide that it will indemnify its directors and executive officers for any liability incurred in their official capacity to the maximum extent permissible under Delaware General Corporation Law (the "DGCL") or any other applicable law; provided, however, that the Registrant may modify the extent of such indemnification by individual contracts with its directors and executive officers. Further, the Registrant is not required to indemnify any director or executive officer in connection with any proceeding or any portion of any proceeding initiated by a director or executive officer unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors, (iii) such indemnification is provided by the Registrant, in its sole discretion, pursuant to the powers vested in the Registrant under the DGCL or any other applicable law or (iv) such indemnification is required to be made by a court of competent jurisdiction. The Registrant has the power to indemnify its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors has the power to delegate the determination of whether indemnification shall be provided by the Registrant to officers other than executive officers, employees and other agents. 1 Under Delaware law, a corporation may indemnify any person made or threatened to be made a party to any action or proceeding (other than shareholder derivative suits) because he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation or firm. In order to be indemnified, the director, officer, employee or agent must (i) act in good faith and in a manner he or she reasonably believed to be in, and not opposed to, the best interest of the corporation and (ii) in respect to a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The Registrant's bylaws provide that the rights provided therein shall continue as to any person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. In the case of shareholder derivative suits under Delaware law, the corporation may also indemnify if the director, officer, employee or agent acted in good faith and in a manner the director reasonably believed to be in, and not opposed to, the best interest of the corporation. Unless a court finds that an individual is fairly and reasonably entitled to indemnity, the corporation cannot indemnify an individual in shareholder derivative suits where there is any claim, issue or matter in which the individual has been found liable to the corporation. Under the DGCL, a corporation must indemnify a director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because of his or her position as a director or officer for expenses actually or reasonably incurred by the person. Expenses incurred by an officer or director in defending any civil or criminal proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. The indemnification and expense advancement provisions under Delaware law described above are not exclusive of other rights of indemnification and advancement that a director or officer may be granted by a corporation in its bylaws or by a vote of shareholders or disinterested directors or by an agreement. Item 7. EXEMPTION FROM REGISTRATION CLAIMED No response is required to this item. Item 8. EXHIBITS Exhibit Number Description - ------- ----------- 4.1 eOn Communications Corporation 2001 Equity Incentive Plan 5 Opinion and Consent of Baker, Donelson, Bearman & Caldwell 23.1 Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5) 23.2 Consent of Deloitte & Touche LLP, Independent Accountants of EOn Communications Corporation 24 Power of Attorney (Included on signature page) 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 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. (2) That, for the purpose of determining any liability under the 1933 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. 2 (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 the purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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 1933 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 1933 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 1933 Act and will be governed by the final adjudication of such issue. [SIGNATURE PAGE TO FOLLOW] 3 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 Kennesaw, Georgia, on the 15th day of March, 2002. EON COMMUNICATIONS CORPORATION By: /s/ Lanny N. Lambert -------------------------------------- Lanny N. Lambert, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lanny Lambert, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully 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 below by the following persons in the capacities and on the date indicated.
NAME TITLE DATE /s/ Troy E. Lynch President and Chief Executive Officer March 15, 2002 - -------------------------------------- Troy E. Lynch /s/ Lanny N. Lambert Vice President and Chief Financial Officer March 15, 2002 - -------------------------------------- (Principal Accounting Officer) Lanny N. Lambert /s/ David S. Lee Chairman of the Board March 15, 2002 - --------------------------------------- David S. Lee /s/ Stephen R. Bowling Director March 15, 2002 - ----------------------------------- Stephen R. Bowling /s/ Robert P. Dilworth Director March 15, 2002 - ------------------------------------- Robert P. Dilworth /s/ W. Frank King Director March 15, 2002 - --------------------------------------- W. Frank King /s/ Jenny Hsui Theleen Director March 15, 2002 - ------------------------------------ Jenny Hsui Theleen
4 EX-4.1 3 dex41.txt EON COMMUNICATIONS CORP 2001 EQUITY INCENTIVE PLAN EXHIBIT 4.1 EON COMMUNICATIONS CORPORATION 2001 EQUITY INCENTIVE PLAN 1. PURPOSE. ------- (a) The purpose of the eOn Communications Corporation 2001 Equity Incentive Plan (the "Plan") is to provide a means by which selected employees of, and consultants and service providers to, eOn Communications Corporation (the "Company") and its Affiliates, as defined in subparagraph 1(b), may be given an opportunity to benefit from increases in value of the stock of the Company. The Plan will be effected solely through the granting of nonstatutory stock options. Officers and directors of the Company may not be granted rights under the Plan at a time when such officer or director status exists. Officers of Affiliates may be granted rights under the Plan at a time when officer status exists, provided the individual is not also an officer of the Company. Directors of an Affiliate may not be granted rights under the Plan. The rights of a person to whom option rights are granted under the Plan will not be affected by a later change to officer or director status with respect to the Company or an Affiliate, as applicable. (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424 (e) and (f), respectively, of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). (c) The Company, by means of the Plan, seeks to retain and reward the services of eligible persons now or later employed by, or providing consulting or other services to, the Company, in order to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons to exert maximum efforts for the success of the Company. 2. ADMINISTRATION. -------------- (a) The Plan shall be administered by the Board of Directors of the Company. The Board may, in its discretion, delegate administrative authority to a committee (the "Committee"). The Board of Directors may abolish a Committee or revise the authority of any Committee at any time. The Board and/or Committee, as applicable, is referred to below as the "Administrator." To the extent administrative authority is delegated by the Board to a Committee, references below to the Administrator shall be deemed to be a reference to the Committee. (b) The Administrator shall have the power, subject to the limitations and express provisions of the Plan: (i) To determine from time to time which of the persons eligible under the Plan shall be granted nonqualified stock options ("Option Awards") and the number of shares with respect to which Option Awards shall be granted to each such person. (ii) To construe and interpret the Plan and Option Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Award, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. Exhibit 4.1.1 (iii) To amend the Plan as provided in paragraph 11. (iv) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company. 3. SHARES SUBJECT TO THE PLAN. -------------------------- (a) Subject to the provisions of paragraph 9 relating to adjustments upon changes in stock, the stock that may be issued pursuant to Option Awards granted under the Plan shall not exceed in the aggregate five hundred thousand (500,000) shares of the Company's voting common stock. If any option or right granted under the Plan shall for any reason expire or otherwise terminate without having been exercised in full or which is settled in cash, the stock not issued under such option or right shall again become available to the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 4. ELIGIBILITY. ----------- Option Awards may be granted only to employees of, and consulting and other service providers to, the Company or its Affiliates. Officers and directors of the Company may not be granted rights under the Plan at a time when such officer or director status exists. Officers of Affiliates may be granted rights under the Plan at a time when officer status exists, provided the individual is not also an officer of the Company. Directors of an Affiliate may not be granted rights under the Plan. The rights of a person to whom option rights are granted under the Plan will not be affected by a later change to officer or director status with respect to the Company or an Affiliate, as applicable. 5. TERMS OF OPTION AWARDS. ---------------------- Each Option Award shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The provisions of separate options need not be identical, but each option shall include (through incorporation of provisions hereof by reference in the option or otherwise) the substance of each of the following provisions: The term of any option shall not exceed (10) years from the date it was granted. (a) The exercise price of each Option Award shall be determined by the Administrator on such basis as it deems appropriate. (b) The purchase price of stock acquired pursuant to an option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the option is exercised, or (ii) at the discretion of the Administrator, determined either at the time of the grant or exercise of the option, (A) by delivery to the Company of other common stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other common stock of the Company) with the person to whom the option is granted or to whom the option is transferred pursuant to subparagraph 5(d), or (C) in any other form of legal consideration that may be acceptable to the Administrator. (c) Unless otherwise expressly stated in the option, an Option Award shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person, nor shall an Option Holder have the right or power to Exhibit 4.1.2 anticipate, accelerate, convey, assign or otherwise alienate, hypothecate, pledge or otherwise encumber any Option Award or the shares subject to the Option Award. (d) In the absence of an express declaration to the contrary by the Administrator in the grant of a specific option(s), shares of stock subject to any Option Award shall vest as follows: twenty-five percent (25%) of an Option Award shall vest on the date as of which the option holder has completed one (1) year of service with the Company or Affiliate, as applicable, on an elapsed time basis, measured from the date on which the individual first performs services for the Company or Affiliate and without regard to hours of service performed during the measuring period. The remaining seventy-five percent (75%) of any such Option Award shall vest at the rate of one thirty-sixth (1/36) for each additional month of continuous service with the Company or Affiliate thereafter. Each measuring period of service shall be deemed to have been completed on the same date within the relevant month as the date on which the individual first performed services for the Company or Affiliate. In the case of any Option Award granted to a person using different exercise prices, this paragraph shall be applied separately to the shares granted at each option price. (e) A vested Option Award may be exercised only during the period of employment or other service relationship with the Company or Affiliate, or within the ninety (90) day period beginning on the date such employment or service ends on any basis. (f) If provided in the Option Award, each Option Award shall carry the right to receive any dividend or dividend equivalent on vested shares, under such terms and conditions if any as may be specified in the Option Award. In the absence of a specific provision in a particular grant, no such rights shall attach. 6. COVENANTS OF THE COMPANY. ------------------------ During the term of any Option Award granted under the Plan, the Company shall keep available at all times for issuance or sale the number of shares of stock required to satisfy such Option Award. 7. USE OF PROCEEDS FROM STOCK. -------------------------- Proceeds from the sale of stock pursuant to Option Awards granted under the Plan shall constitute general funds of the Company. 8. MISCELLANEOUS. ------------- (a) The Administrator shall have the power to accelerate the time during which an Option Award may be exercised or the time during which an option or stock acquired pursuant to an Option Award will vest, notwithstanding the provisions in the Option Award stating the time during which it may be exercised or the time during which stock acquired pursuant thereto will vest. (b) Except as may be specifically provided in the grant of a particular Option, neither a recipient of an Option Award nor any person to whom an Option Award is transferred under subparagraph 5(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option Award unless and until such person has satisfied all requirements for exercise of the Option Award pursuant to its terms and is thereby entitled to receive shares of stock. Exhibit 4.1.3 (c) Nothing in the Plan or any instrument executed or Option Award granted pursuant thereto shall confer upon any recipient any right to continue in the employ of the Company or any Affiliate or to limit the Company's right to terminate the employment or directorship of any participant with or without cause. In the event that an Option Award recipient is permitted or otherwise entitled to take a leave of absence, the Company shall have the unilateral right to (i) determine whether such leave of absence will be treated as a termination of employment for purposes of his or her Option Award, and (ii) suspend or otherwise delay the time or times at which the shares subject to the Option Award would otherwise vest. (d) The recipient of stock as a result of the exercise of a vested Option Award may satisfy any federal, state or local tax withholding obligation relating to the exercise or receipt of such Option Award by any of the following means or by a combination of such means: (i) tendering a cash payment: (ii) authorizing the Company to withhold from the shares of the common stock otherwise issuable to the participant as a result of the exercise or receipt of the Option Award cash or a number of shares having a fair market value less than or equal to the amount of the withholding tax obligation; or (iii) delivering to the Company owned and unencumbered shares of the common stock having a fair market value less than or equal to the amount of the withholding tax obligation. (e) In connection with each Option Award made pursuant to the Plan, the Company may require as a condition precedent to its obligation to issue or transfer shares to an eligible participant, that such participant make arrangements satisfactory to the Company to insure that the amount of any federal or other withholding tax required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available to the Company for timely payment of such tax. 9. ADJUSTMENTS UPON CHANGES IN STOCK. --------------------------------- If any change is made in the stock subject to the Plan, or subject to any Option Award granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding Option Awards will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding Option Awards. 10. AMENDMENT OF THE PLAN. --------------------- (a) The Administrator at any time, and from time to time, may amend the Plan subject to and within the limitations of any resolutions approved by the Board of Directors. (b) Subject to the terms of any delegation of authority from the Board, the Administrator in its discretion shall determine at the time of each amendment of the Plan whether or not to submit such amendment to the Board of Directors of the Company for approval. (c) Rights and obligations under any Option Award granted before amendment of the Plan shall not be altered or impaired by any amendment of the Plan unless (i) the Company requests the consent of the person to whom the Option Award was granted and (ii) such person consents in writing. Exhibit 4.1.4 11. TERMINATION OR SUSPENSION OF THE PLAN. ------------------------------------- (a) The Administrator may suspend or terminate the Plan at any time. No Option Awards may be granted under the Plan while the Plan is suspended or after it is terminated. Upon the termination of the Plan, all Option Awards shall become fully vested. Notwithstanding any other provision of this Plan, no Option Award may be exercised more than ninety (90) days after the effective date of such termination. (b) Rights and obligations under any Option Award granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the Option Award was granted. 12. EFFECTIVE DATE OF PLAN. ---------------------- The Plan shall be effective as of May 22, 2001. Exhibit 4.1.5 EX-5 4 dex5.txt OPINION & CONSENT OF BAKER, DONELSON, BEARMAN EXHIBIT 5 OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & Caldwell March 15, 2002 eOn Communications Corporation 4105 Royal Drive NW, Suite 100 Kennesaw, Georgia 30144 Gentlemen: We have acted as securities counsel for eOn Communications Corporation, a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities Act of 1933, as amended, relating to the Registrant's 2001 Equity Incentive Plan (the "Plan"). This opinion is being furnished in response to Item 601 of Regulation S-K and the instructions to Form S-8. We are familiar with the proceedings to date with respect to the proposed offering and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion. On the basis of the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Delaware. 2. The Plan has been duly and validly authorized and adopted, and the shares of common stock of the Company (the "Shares") that may be issued and sold from time to time in accordance with the Plan have been duly authorized for issuance and will, when issued, sold and paid for in accordance with the Plan, be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the corporate laws of the State of Delaware, and we are not expressing any opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, we have relied to the extent we deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ BAKER, DONELSON, BEARMAN & CALDWELL, PC Exhibit 5-1 EX-23.2 5 dex232.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of eOn Communications Corporation of our report dated August 22, 2001 (August 28, 2001 as to Note 3) appearing in the Annual Report on Form 10-K of eOn Communications Corporation for the year ended July 31, 2001. /s/ Deloitte & Touche LLP Atlanta, Georgia March 15, 2002 Exhibit 23.2-1 -----END PRIVACY-ENHANCED MESSAGE-----