8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2004

eOn Communications Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26399	62-1482176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4105 Royal Drive NW, Suite 100, Kennesaw, Georgia	30144
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 770-423-2200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02. Results of Operations and Financial Condition

On December 9, 2004, eOn Communications Corporation issued a press release reporting financial results for the first quarter ended October 31, 2004. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Press release issued by eOn Communications Corporation dated December 9, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2004
EON COMMUNICATIONS CORPORATION
By:	/s/ Stephen R. Bowling
	Stephen R. Bowling
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press release issued by eOn Communications Corporation dated December 9, 2004

EX-99.1

EXHIBIT 99.1

Investor Relations

eOn Communications

800-873-3194

investorrelations@eoncc.com

eOn Communications Reports Profitable First Quarter 2005 Results

ATLANTA (December 9, 2004) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of unified voice, e-mail and web-based communications solutions, today reported financial results for the first quarter fiscal 2005. Revenues for the quarter were $6,467,000 compared with $6,183,000 in the 4^th quarter of 2004 and $5,039,000 in the same period last year.

Net income for the quarter was $98,000, or $0.01 per common share, compared with a net loss of $400,000, or ($0.03) per common share in the 4^th quarter of 2004 and net income of $330,000, or $0.03 per share in the same period last year.

“We continue to be encouraged by our improving performance, and are pleased to announce quarterly profitable results” said David Lee, eOn’s chairman and chief executive officer.

During the quarter the Company secured orders from customers of all target market segments. Some of these customers included Metanet, a provider of outsource contact center services in Korea; 95 Teleweb of Beijing, China, Lexicon Marketing of Los Angeles, CA and from the US Department of Treasury. Follow-on orders were received from long time eOn customers CallTech, Circuit City, the US Coast Guard, Petsmart as well as from distribution partners Northrup Grumman, Frequentis USA, and Professional Teledata.

Lee concluded, “We remain committed to exercising financial discipline and executing our business strategy to deliver continued improvement in revenue and earnings throughout the 2005 fiscal year.”

Conference Call

The Company will host a conference call at 4:45 p.m. EST today, December 9, 2004, to discuss its first quarter fiscal 2005 results. To hear the call, dial (800) 967-7141 or visit our investor relations website at investor.eoncc.com. A replay of the call will be posted to our investor relations website shortly following the call.

About eOn Communications^™

eOn Communications Corporation^™ is a leading provider of unified voice, e-mail and web-based communications systems for customer contact centers and general business applications. eOn helps enterprises communicate more effectively with customers, convert inquiries into sales, and increase customer satisfaction and loyalty. To find out more information about eOn Communications and its solutions, visit the World Wide Web at www.eoncommunications.com, or call 800-955-5321.

Note:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including technical and competitive factors, which could cause the Company’s results and the timing of certain events to differ materially from those discussed in the forward-looking statements. Such risks are detailed in eOn Communications Corporation’s most recent Form 10-Q filing with the Securities and Exchange Commission.

eOn Communications Corporation, the mark eOn, and eQueue are trademarks of eOn Communications Corporation.

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eOn Communications Corporation

Statements of Operations (Unaudited)

For the Three Months Ended October 31, 2004 and 2003

(Dollars in thousands, except per share data)

	Three Months Ended October 31,
	2004			2003
Net revenues	$	6,467		$	5,039
Cost of revenues		3,668			2,100
Gross profit		2,799			2,939
Operating expenses:
Selling, general, and administrative		1,845			1,918
Research and development		866			676
Total operating expenses		2,711			2,594
Income (loss) from operations		88			345
Interest income		(36	)		(16	)
Interest expense		—			9
Other expense, net		9			22
Income (loss) before income tax and minority interest		115			330
Income tax expense		4			—
Net income (loss) before minority interest		111			330
Minority Interest		13			—
Net Income (loss)	$	98		$	330
Net income (loss) per common share
Basic and diluted:	$	0.01		$	0.03
Weighted average shares outstanding:
Basic		12,820			12,231
Diluted		12,913			12,785

eOn Communications Corporation

Balance Sheets

October 31, 2004 and July 31, 2004

(Dollars in thousands)

	October 31, 2004			July 31, 2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,552		$	4,679
Marketable securities		4,200			4,200
Trade accounts receivable, net – third parties		7,305			6,656
Trade accounts receivable – related parties		566			615
Notes Receivable		390			528
Inventories		2,962			2,733
Other current assets		2,527			1,913
Total current assets		21,502			21,324
Property and equipment, net		885			971
Total	$	22,387		$	22,295
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	5,067		$	5,431
Trade accounts payable – related parties		2,071			2,049
Note payable – current		768			767
Deferred acquisition payment		1,038			1,078
Accrued expenses and other		2,625			2,284
Total current liabilities		11,569			11,609
Commitments and contingencies		—			—
Minority interest		1,242			1,227
Stockholders’ equity:
Common stock		13			13
Additional paid-in capital		54,388			54,369
Treasury stock		(1,502	)		(1,502	)
Accumulated deficit		(43,323	)		(43,421	)
Total stockholders’ equity		9,576			9,459
Total	$	22,387		$	22,295