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 14, 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 8.01. Other Events.

On December 14, 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 and Exhibits.

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Earnings release issued by eOn Communications Corporation dated December 14, 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: December 14, 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 December 14, 2006

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, December 14, 2006

eOn Communications Reports Fifth Consecutive Quarter of Profitability

SAN JOSE (December 14, 2006) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported profitable first quarter fiscal 2007 results. This represents the fifth consecutive quarter of profitable results delivered by the Company.

Net income for the quarter was $40,000, or less than $0.01 per common share, compared to net income of $505,000, or $0.04 per common share in the quarter ended October 31, 2005. Net income in the quarter ended October 31, 2005 included income from discontinued operations of $107,000 and an extraordinary gain of $217,000. Revenue for the quarter was $2,708,000, a decrease of 15% compared to $3,172,000 for the quarter ended October 31, 2005.

During the quarter ended October 31, 2006, the Company implemented Statement of Financial Accounting Standards No. 123R, which requires companies to estimate the cost of all forms of stock-based compensation and record a commensurate expense in the statement of operations. Pro forma earnings from continuing operations, excluding stock-based compensation of $80,000, would have been $120,000 or $0.01 per common share for the quarter ended October 31, 2006 compared to $181,000 or $0.01 per common share for the same period in the previous year.

Cash and cash equivalents and short-term marketable securities increased 7% to $7,162,000 from $6,684,000 as of July 31, 2006.

“I am pleased to report that we have delivered our fifth consecutive profitable quarterly performance,” stated David Lee, eOn’s chairman and chief executive officer. “Going forward our focus will be on improving the company’s performance by leveraging both organic growth and strategic partnerships.”

Conference Call

The Company will host a conference call at 4:45 p.m. ET, December 14, 2006, to discuss first quarter results. To hear the call, dial 800-263-8506 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.

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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 October 31,
	2006			2005
REVENUE
Net revenue	$	2,708		$	3,172
COST OF REVENUE
Cost of revenue		943			1,060
Gross profit		1,765			2,112
OPERATING EXPENSE
Selling, general and administrative		1,057			1,270
Research and development		742			671
Other expense, net		6			24
Total operating expense		1,805			1,965
Income (loss) from continuing operations		(40	)		147
Interest income		80			34
Income from continuing operations before income taxes		40			181
Income tax expense		—			—
Income from continuing operations after income taxes		40			181
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax of $36 and minority interest of $91		—			107
Income from discontinued operations		—			107
Income before extraordinary item		40			288
EXTRAORDINARY ITEM
Extraordinary gain, net of income taxes of $0		—			217
Net income	$	40		$	505
COMPREHENSIVE INCOME
Net income	$	40		$	505
Foreign currency translation adjustment		—			8
Comprehensive income	$	40		$	513
Weighted average shares outstanding:
Basic		13,547			12,961
Diluted		13,725			13,039
Basic income per share:
From continuing operations after income taxes		*		$	0.01
From discontinued operations, net of tax and minority interest		—			0.01
From extraordinary gain, net of income taxes		—			0.02
Basic income per share		*		$	0.04
Diluted income per share:
From continuing operations after income taxes		*		$	0.01
From discontinued operations, net of tax and minority interest		—			0.01
From extraordinary gain, net of income taxes		—			0.02
Diluted income per share		*		$	0.04

* Less than $0.01.

eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	October 31, 2006			July 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,012		$	934
Marketable securities		6,150			5,750
Trade accounts receivable, net of allowance of $353 and $372, respectively		1,681			1,639
Trade accounts receivable - related party		53			27
Proceeds receivable from sale of discontinued operations		—			89
Inventories		2,046			2,167
Prepaid and other current assets		273			289
Total current assets		11,215			10,895
Property and equipment, net		318			338
Long-term receivable, net of allowance of $232		153			153
Goodwill		418			418
Investments		301			301
Total assets	$	12,405		$	12,105
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	437		$	453
Trade accounts payable - related party		203			72
Deferred acquisition payment		397			397
Accrued expenses and other		1,430			1,376
Total current liabilities		2,467			2,298
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, 14,139,051 and 14,128,922 shares issued, respectively)		14			14
Additional paid-in capital		55,121			55,030
Treasury stock, at cost (676,900 shares)		(1,502	)		(1,502	)
Accumulated deficit		(43,695	)		(43,735	)
Total stockholders' equity		9,938			9,807
Total liabilities and stockholders' equity	$	12,405		$	12,105

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