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): April 18, 2008

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	95119
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 408-694-9500

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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 18, 2008, eOn Communications Corporation (the “Company”) filed an amendment to its Certificate of Incorporation, a copy of which is attached as exhibit 3.1 to this 8-K (the “Amendment”). This Amendment is effective as of April 18, 2008 at 5:00 PM Eastern Time. Pursuant to the Amendment, a reverse stock split at a ratio of 5 to 1 becomes effective as of 5:00 PM Eastern Time, the authorized shares of common stock are reduced from 50 million to 10 million and the par value changes from .0010 to .0050. A press release describing the reverse stock split is attached to this 8-K as exhibit 99.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibits:

Exhibit Number	Description of Exhibit
3.1	Amendment to Certificate of Incorporation
99.1	Press release dated April 18, 2008.

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: April 18, 2008
EON COMMUNICATIONS CORPORATION
By:	/s/ Stephen R. Bowling
	Stephen R. Bowling
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
3.1	Amendment to Certificate of Incorporation.
99.1	Press release dated April 18, 2008.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EON COMMUNICATIONS CORPORATION

eOn Communications Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

I. The amendment to the Amended and Restated Certificate of Incorporation filed on February 9, 2000 of the Corporation (the “Certificate of Incorporation”) set forth below was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

II. Article FOURTH of the Certificate of Incorporation is amended to read in its entirety as follows:

FOURTH:

Authorized Stock. The total number of shares of stock which the Corporation shall have authority to issue is 10,000,000 shares of common stock of the par value of $.0050 per share, and 10,000,000 shares of preferred stock of the par value of $.001 per share.

Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment is filed with the Secretary of State, each five (5) outstanding shares of common stock of the Corporation will be combined into and automatically become one (1) outstanding share of common stock of the Corporation. No fractional share shall be issued in connection with the foregoing reverse stock split; all shares of common stock so combined that are held by a stockholder will be aggregated subsequent to the foregoing reverse stock split and each fractional share resulting from such aggregation held by a stockholder shall be rounded up to the nearest whole share.

Authorization, Designation and Issuance of Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(A) The number of shares constituting that series and the distinctive designation of that series;

(B) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(C) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(D) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(E) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption,which amount may vary under different conditions and at different redemption dates;

(F) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(G) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(H) Any other relative rights, preferences and limitations of that series.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its authorized officer, on April 17, 2008.

By	/s/ Stephen R. Bowling
	Stephen R. Bowling
	Vice President, Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications Corporation

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, April 18, 2008

eOn Communications Announces Reverse Stock Split

SAN JOSE, CA (April 18, 2008) – eOn Communications Corporation™ (NASDAQ: EONC), a leading provider of telecommunications solutions announced that the Company has split its common shares in a 5 to 1 reverse split, effective today at 5PM Eastern Time. eOn’s common stock will begin trading after the effective date on a reverse split basis under the symbol “EONCD” for a period of 20 trading days. Thereafter, it will resume trading under the Company’s original symbol “EONC”.

On April 14, 2008, eOn’s Board of Directors approved the 5 to 1 reverse stock split pursuant to prior shareholder approval. The reverse split will reduce the number of outstanding shares of eOn’s common stock from approximately 13.5 million shares to approximately 2.7 million shares. Any fractional shares as a result of the split will be aggregated per holder and then rounded up.

Additional information about the reverse stock split is available in eOn’s definitive proxy statement filed with the SEC with respect to the annual stockholder meeting held July 30, 2007.

Shareholders may exchange their certificate(s) with our Transfer Agent, Computershare. The exchange is NOT mandatory; shareholders may elect to submit their old certificates in exchange for a certificate reflecting the reverse split and new CUSIP number. Computershare will charge an exchange fee to those shareholders requesting an exchange of their certificates.

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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