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): June 7, 2006

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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 9.01. Financial Statements and Exhibits.

On June 7, 2006, eOn Communications Corporation issued an earnings release announcing third quarter profit. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Earnings release issued by eOn Communications Corporation dated June 7, 2006

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: June 7, 2006
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	Earnings release issued by eOn Communications Corporation dated June 7, 2006

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, June 7, 2006

eOn Communications Reports Record Third Quarter Results

Compared with previous quarter, earnings increased 49% and cash increased 91%

ATLANTA (June 7, 2006) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported record net income of $294,000 or $0.02 per common share for the third fiscal quarter ended April 30, 2006.

Net income for the quarter was $294,000, or $0.02 per common share, compared to a net loss of $696,000, or ($0.05) per common share in the quarter ended April 30, 2005. Net income consisted of $269,000 from continuing operations, compared to a loss from continuing operations of $617,000 or ($0.04) per common share in the quarter ended April 30, 2005, and a gain on disposal of discontinued operations of $25,000 related to the sale of Cortelco Shanghai.

Revenues from continuing operations were $3,047,000, an increase of 4% compared to $2,942,000 for the same period last year. Third quarter revenue increased 3% and income from continuing operations increased 49% compared to the second fiscal quarter of 2006.

Net income for the nine months was $1,406,000, or $0.11 per common share, compared to a net loss of $1,126,000, or ($0.09) per common share in the nine months ended April 30, 2005. Income from continuing operations was $630,000 or $0.05 per common share compared to a loss from continuing operations of $1,211,000 or ($0.10) per common share in the nine month period ended April 30, 2005. Net income also included $256,000 from discontinued operations, $303,000 gain on disposal of discontinued operations and an extraordinary gain on the purchase of Cortelco Shanghai of $217,000. Revenues from continuing operations were $9,183,000, a decrease of 9% compared with $10,066,000 for the same period last year.

Cash and cash equivalents and short-term marketable securities increased 91% to $6,662,000 from $3,494,000 as of January 31, 2006.

“I am pleased to report that for the second consecutive quarter we have produced record earnings results. I would like to thank our customers, partners and employees for their efforts in helping to achieve this significant milestone. Building on this momentum, we expect to produce the first profitable year in our company’s history,” stated David Lee, eOn’s chairman and chief executive officer. “Furthermore, the significant strengthening of our balance sheet will aid us in our efforts to accelerate the company’s future growth,” added Lee.

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During the quarter the company added new customers of its eQueue contact center solution, including SerWizSol a wholly owned subsidiary of Tata Sons, Ltd., and one the largest outsourced customer service BPO providers in India.

The United States Small Business Administration (SBA) selected eOn’s Millennium Converged Communications solution for its loan application service center, where the service needs of small business owners displaced as a result of hurricane Katrina are addressed.

Follow-on orders were received from the US Coast Guard, Northrop Grumman, Professional Teledata, Intercall, Collections, Aramark Corp., and CallTech.

Conference Call

The Company will host a conference call at 4:45 p.m. ET, June 7, 2006, to discuss third quarter results. To hear the call, dial 800-289-0496 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 global provider of innovative communications solutions. Backed by over 20 years of telecommunications engineering expertise, our solutions enable our customers to easily leverage advanced technologies in order to communicate more effectively. 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

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Unaudited

	Three Months Ended April 30,						Nine Months Ended April 30,
	2006			2005			2006		2005
REVENUE
Net revenue	$	3,047		$	2,942		$	9,183	$	10,066
COST OF REVENUE
Cost of revenue		1,107			1,042			3,191		4,068
Gross profit		1,940			1,900			5,992		5,998
OPERATING EXPENSE
Selling, general and administrative		1,074			1,747			3,510		4,852
Research and development		643			771			1,901		2,412
Other (income) expense, net		(1	)		23			63		13
Total operating expense		1,716			2,541			5,474		7,277
Income (loss) from continuing operations		224			(641	)		518		(1,279	)
Interest income		45			24			112		68
Income (loss) from continuing operations before income taxes		269			(617	)		630		(1,211	)
Income tax expense		—			—			—		—
Income (loss) from continuing operations after income taxes		269			(617	)		630		(1,211	)
DISCONTINUED OPERATIONS
Income (loss) from discontinued operations, net of tax and minority interest of $0, $86, $289 and $95, respectively		—			(79	)		256		85
Gain on disposal of discontinued operations, net of tax of $0, $0, $20 and $0, respectively		25			—			303		—
Income (loss) from discontinued operations		25			(79	)		559		85
Income (loss) before extraordinary item		294			(696	)		1,189		(1,126	)
EXTRAORDINARY ITEM
Extraordinary gain, net of income taxes of $0		—			—			217		—
Net income (loss)	$	294		$	(696	)	$	1,406	$	(1,126	)
Weighted average shares outstanding:
Basic		13,424			12,859			13,309		12,838
Diluted		13,587			12,859			13,394		12,838
Basic income (loss) per share:
From continuing operations after income taxes	$	0.02		$	(0.04	)	$	0.05	$	(0.10	)
From discontinued operations, net of tax and minority interest		—			(0.01	)		0.04		0.01
From extraordinary gain, net of income taxes		—			—			0.02		—
Basic income (loss) per share	$	0.02		$	(0.05	)	$	0.11	$	(0.09	)
Diluted income (loss) per share:
From continuing operations after income taxes	$	0.02		$	(0.04	)	$	0.05	$	(0.10	)
From discontinued operations, net of tax and minority interest		—			(0.01	)		0.04		0.01
From extraordinary gain, net of income taxes		—			—			0.02		—
Diluted income (loss) per share	$	0.02		$	(0.05	)	$	0.11	$	(0.09	)

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share amounts)

	April 30, 2006			July 31, 2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	912		$	870
Marketable securities		5,750			3,600
Trade accounts receivable, net of allowance of $555 and $1,106, respectively		2,091			2,145
Trade accounts receivable - related party		80			19
Proceeds receivable from sale of discontinued operations		40			—
Inventories		2,032			2,155
Prepaid and other current assets		351			206
Current assets of discontinued operations		—			7,408
Total current assets		11,256			16,403
Property and equipment, net		286			434
Goodwill		21			21
Investments		301			—
Non-current assets of discontinued operations		—			271
Total assets	$	11,864		$	17,129
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	536		$	703
Trade accounts payable - related party		89			157
Deferred acquisition payment		—			914
Accrued expenses and other		1,664			1,603
Current liabilities of discontinued operations		—			4,952
Total current liabilities		2,289			8,329
Minority interest of discontinued operations		—			1,145
Commitments and contingencies		—			—
Stockholders’ equity:
Preferred stock, $0.001 par value, (10,000,000 shares authorized, no shares issued and outstanding)		—			—
Common stock, $0.001 par value (50,000,000 shares authorized, 14,128,131 and 13,579,957 shares issued, respectively)		14			13
Additional paid-in capital		55,029			54,455
Treasury stock, at cost (676,900 shares)		(1,502	)		(1,502	)
Accumulated deficit		(43,966	)		(45,372	)
Accumulated other comprehensive income		—			61
Total stockholders’ equity		9,575			7,655
Total liabilities and stockholders’ equity	$	11,864		$	17,129

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