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): October 23, 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))

Item 2.01. Other Events.

On October 23, 2006, eOn Communications Corporation issued an earnings release announcing fourth quarter and fiscal year results. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

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

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Earnings release issued by eOn Communications Corporation dated October 23, 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: October 23, 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 October 23, 2006

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, October 23, 2006

eOn Communications Reports Record Fourth Quarter and

Fiscal Year Profitability with 50% Increase in Cash

ATLANTA (October 23, 2006) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported both record fourth quarter and fiscal 2006 year results. The results for the fourth quarter represent the third consecutive record quarterly results delivered by the company. The company also posted record results for its fiscal year 2006, representing the best ever recorded and the first profitable yearly performance in its history.

Net income for the fiscal year was $1,637,000, or $0.12 per common share, compared to a net loss of $1,951,000, or ($0.15) per common share for the fiscal year ended July 31, 2005. Income from continuing operations was $861,000 or $0.06 per common share compared to a loss from continuing operations of $2,140,000 or ($0.16) per common share in the fiscal year ended July 31, 2005. Net income for the fiscal year ended July 31, 2006 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. Net income for the fiscal year ended July 31, 2005 included $189,000 from discontinued operations. Revenues from continuing operations were $12,014,000, a decrease of 5% compared with $12,603,000 for the previous fiscal year.

Net income for the quarter was $231,000, or $0.02 per common share, compared to a net loss of $825,000, or ($0.06) per common share in the quarter ended July 31, 2005. Net loss in the quarter ended July 31, 2005 included income from discontinued operations of $104,000 related to Cortelco Shanghai. Revenue for the quarter was $2,831,000, an increase of 12% compared to $2,537,000 for the quarter ended July 31, 2005.

Cash and cash equivalents and short-term marketable securities increased 50% to $6,684,000 from $4,470,000 as of July 31, 2005.

“Our stated goals entering this fiscal year were to return to profitability, strengthen our financial position, increase our engineering and product development resources and to position the company to leverage rapidly expanding markets. Our ability to successfully achieve these goals has directly led to our improved financial performance,” stated David Lee, eOn’s chairman and chief executive officer. “In the coming year our focus will be on sustaining this positive

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momentum and on identifying and executing the steps necessary to significantly expand our business and to further increase shareholder value.”

Conference Call

The Company will host a conference call at 4:45 p.m. ET, October 23, 2006, to discuss fourth quarter and fiscal year results. To hear the call, dial 800-289-0468 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

	For the Years Ended July 31,
	2006		2005
REVENUE
Net revenue	$	12,014	$	12,603
COST OF REVENUE
Cost of revenue		3,967		4,862
Gross profit		8,047		7,741
OPERATING EXPENSE
Selling, general and administrative		4,747		6,638
Research and development		2,565		3,284
Other (income) expense, net		60		56
Total operating expense		7,372		9,978
Income (loss) from continuing operations		675		(2,237	)
Interest income, net		186		97
Income (loss) from continuing operations before income taxes		861		(2,140	)
Income tax expense		—		—
Income (loss) from continuing operations after income taxes		861		(2,140	)
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax and minority interest of $289 and $208, respectively		256		189
Gain on disposal of discontinued operations, net of tax of $20		303		—
Income from discontinued operations		559		189
Income (loss) before extraordinary item		1,420		(1,951	)
EXTRAORDINARY ITEM
Extraordinary gain, net of income taxes of $0		217		—
Net income (loss)	$	1,637	$	(1,951	)
Weighted average shares outstanding
Basic		13,339		12,853
Diluted		13,426		12,853
Basic income (loss) per share:
From continuing operations after income taxes	$	0.06	$	(0.16	)
From discontinued operations, net of tax and minority interest		0.04		0.01
From extraordinary gain, net of income taxes		0.02		—
Basic income (loss) per share	$	0.12	$	(0.15	)
Diluted income (loss) per share:
From continuing operations after income taxes	$	0.06	$	(0.16	)
From discontinued operations, net of tax and minority interest		0.04		0.01
From extraordinary gain, net of income taxes		0.02		—
Diluted income (loss) per share	$	0.12	$	(0.15	)

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	As of July 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	934		$	870
Marketable securities		5,750			3,600
Trade accounts receivable, net of allowance of $372 and $1,106, respectively		1,639			2,145
Trade accounts receivable – related party		27			19
Proceeds receivable from sale of discontinued operations		89			—
Inventories		2,167			2,155
Prepaid and other current assets		289			206
Current assets of discontinued operations		—			7,408
Total current assets		10,895			16,403
Property and equipment, net		338			434
Long-term receivable, net of allowance of $232		153			—
Goodwill		418			21
Investments		301			—
Non-current assets of discontinued operations		—			271
Total assets	$	12,105		$	17,129
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	453		$	703
Trade accounts payable – related party		72			157
Deferred acquisition payment		397			914
Accrued expenses and other		1,376			1,603
Current liabilities of discontinued operations		—			4,952
Total current liabilities		2,298			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, 14,128,922 and 13,579,957 shares issued, respectively)		14			13
Additional paid-in capital		55,030			54,455
Treasury stock, at cost (676,900 shares)		(1,502	)		(1,502	)
Accumulated deficit		(43,735	)		(45,372	)
Accumulated other comprehensive income		—			61
Total stockholders' equity		9,807			7,655
Total liabilities and stockholders' equity	$	12,105		$	17,129