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 12, 2007

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)

185 Martinvale Lane San Jose, CA	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 June 12, 2007, eOn Communications Corporation issued an earnings release announcing third fiscal quarter 2007 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 June 12, 2007

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 12, 2007
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 12, 2007

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications Corporation

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, June 12, 2007

eOn Communications Reports Profitable Third Quarter Fiscal 2007

SAN JOSE, CA (June 12, 2007) – eOn Communications Corporation^™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported financial results for the third fiscal quarter ended April 30, 2007.

Net income was $20,000, or less than $0.01 per common share compared with a net loss of ($1,015,000) or ($0.07) per share in the prior quarter ended January 31, 2007 and net income of $294,000, or $0.02 per share in the quarter ended April 30, 2006. Net income for this quarter included an operating loss of $127,000 incurred developing eOn’s IP Hosting business and stock-based compensation of $78,000 as explained below. Revenues for the quarter were $3,570,000 (including related party revenue of $195,000) an increase of 17% compared to $3,047,000 for the same period last year, and an increase of 140% compared to revenues of $1,487,000 in the previous quarter.

Net loss for the nine months was ($955,000) or ($0.07) per common share, compared to net income of $1,406,000 or $0.11 per common share for the nine months ended April 30, 2006. Net income in the nine months ended April 30, 2006 included income from continuing operations of $630,000 or $0.05 per common share, income from discontinued operations of $559,000 or $0.04 per common share and extraordinary gain of $217,000 or $0.02 per common share. Revenue for the nine months was $7,765,000 (including related party revenue of $363,000) a decrease of 15% compared to $9,183,000 for the nine months ended April 30, 2006. Cash, cash equivalents and short-term marketable securities decreased 21% to $5,303,000 from $6,684,000 as of July 31, 2006.

During the nine months ended April 30, 2007, 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 loss from continuing operations, excluding stock-based compensation of $236,000, would have been ($719,000) or ($0.05) per common share for the nine months ended April 30, 2007 compared to income from continuing operations of $630,000 or $0.05 per common share for the same period in the previous year.

# # #

“We are pleased that we have returned to profitability, even after our expenditures in our new IP Hosting business. Revenue was up significantly in China and US government accounts,” stated David Lee, eOn’s chairman and chief executive officer.

“Our focus remains improving the Company’s performance by leveraging both organic growth and strategic partnerships,” added Lee.

Conference Call

The Company will host a conference call at 4:45 p.m. ET, June 12, 2007, to discuss first quarter results. To hear the call, dial 800-289-0572 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.

# # #

eOn Communications Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in thousands, except share and per share information)

(Unaudited)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2007			2006			2007			2006
REVENUE
Third party revenue	$	3,375		$	3,047		$	7,402		$	9,183
Related party revenue		195			—			363			—
Net revenue	$	3,570		$	3,047		$	7,765		$	9,183
COST OF REVENUE
Third party cost of revenue		1,525			1,107			2,982			3,191
Related party cost of revenue		180			—			336			—
Cost of revenue		1,705			1,107			3,318			3,191
Gross profit		1,865			1,940			4,447			5,992
OPERATING EXPENSE
Selling, general and administrative		1,191			1,074			3,368			3,520
Research and development		715			643			2,225			1,891
Other (income) expense, net		(2	)		(1	)		28			63
Total operating expense		1,904			1,716			5,621			5,474
(Loss) income from continuing operations		(39	)		224			(1,174	)		518
Interest income		59			45			219			112
Income (loss) from continuing operations before income taxes		20			269			(955	)		630
Income tax expense		—			—			—			—
Income (loss) income from continuing operations after income taxes		20			269			(955	)		630
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax of $0 and minority interest of $289, respectively		—			—			—			256
Gain on disposal of discontinued operations, net of tax of $0 and $20		—			25			—			303
Income from discontinued operations		—			25			—			559
Income (loss) before extraordinary item		20			294			(955	)		1,189
EXTRAORDINARY ITEM
Extraordinary gain, net of income taxes of $0		—			—			—			217
Net income (loss)	$	20		$	294		$	(955	)	$	1,406
COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$	20		$	294		$	(955	)	$	1,406
Foreign currency translation adjustment		—			—			—			8
Comprehensive income (loss)	$	20		$	294		$	(955	)	$	1,414
Weighted average shares outstanding:
Basic		13,564			13,424			13,558			13,309
Diluted		13,702			13,587			13,558			13,394
Basic income (loss) per share:
From continuing operations after income taxes	$	—		$	0.02		$	(0.07	)	$	0.05
From discontinued operations, net of tax and minority interest		—			—			—			0.04
From extraordinary gain, net of income taxes		—			—			—			0.02
Basic income (loss) per share	$	—		$	0.02		$	(0.07	)	$	0.11
Diluted income (loss) per share:
From continuing operations after income taxes	$	—		$	0.02		$	(0.07	)	$	0.05
From discontinued operations, net of tax and minority interest		—			—			—			0.04
From extraordinary gain, net of income taxes		—			—			—			0.02
Diluted income (loss) per share	$	—		$	0.02		$	(0.07	)	$	0.11

eOn Communications Corporation

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share information)

	April 30, 2007			July 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	578		$	934
Marketable securities		4,725			5,750
Trade accounts receivable, net of allowance of $683 and $372, respectively		2,419			1,639
Trade accounts receivable—related party		108			27
Proceeds receivable from sale of discontinued operations		—			89
Inventories		2,473			2,167
Prepaid and other current assets		165			289
Total current assets		10,468			10,895
Property and equipment, net		408			338
Long-term receivable, net of allowance of $232		—			153
Goodwill		418			418
Investments		301			301
Total assets	$	11,595		$	12,105
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	507		$	453
Trade accounts payable—related party		402			72
Deferred acquisition payment		397			397
Accrued expenses and other		1,171			1,376
Total current liabilities		2,477			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, 14,157,029 and 14,128,922 shares issued, respectively)		14			14
Additional paid-in capital		55,296			55,030
Treasury stock, at cost (676,900 shares)		(1,502	)		(1,502	)
Accumulated deficit		(44,690	)		(43,735	)
Total stockholders’ equity		9,118			9,807
Total liabilities and stockholders’ equity	$	11,595		$	12,105