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 29, 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))

Item 9.01 Financial Statements and Exhibits

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Press release dated October 29, 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: October 29, 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
99.1	Press release dated October 29, 2008.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:30 PM ET, October 29, 2008

eOn Communications Reports Fourth Quarter and

Year End Financial Results

SAN JOSE, CA (October 29, 2008) – eOn Communications Corporation™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported fourth quarter and fiscal year 2008 results.

Net loss for the fiscal year ended July 31, 2008 was $3,452,000 or $1.27 per common share, compared to net loss of $1,330,000 or $0.49 per common share for the fiscal year ended July 31, 2007. Loss from continuing operations was $2,861,000 or $1.05 per common share compared to loss from continuing operations of $1,009,000 or $0.37 per common share in the fiscal year ended July 31, 2007. The loss for this year included $408,000 from the closure of India operations and associated severance costs. Net losses from discontinued operations related to the IP hosting business were $591,000 and $321,000 for the fiscal years ended July 31, 2008 and July 31, 2007, respectively. Revenues from continuing operations were $6,994,000 (including related party revenue of $348,000), a decrease of 34% compared with $10,625,000 (including related party revenue of $586,000) for the previous fiscal year.

Net loss for the quarter ended July 31, 2008 was $338,000 or $0.12 per common share, compared to net loss of $375,000 or $0.14 per common share in the quarter ended July 31, 2007. The fourth quarter loss for the prior year included a $194,000 loss related to the discontinued IP hosting business and $76,000 for stock-based compensation expense. Revenues for the quarter were $1,604,000 (including related party revenue of $5,000), a decrease of 44% compared to $2,876,000 (including related party revenue of $223,000) for the quarter ended July 31, 2007.

Cash and cash equivalents and short-term marketable securities as of July 31, 2008 decreased 55% to $2,545,000 from $5,656,000 as of July 31, 2007 primarily as a result of funding operating losses for the year and the $900,000 investment in the Symbio Group, partially offset by the $300,000 sale of the Spark investment to David Lee.

“We are continuing restructuring to improve the Company’s performance and return us to profitability,” stated David Lee, eOn’s chairman and chief executive officer.

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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)

	For the Years Ended July 31,
	2008			2007
REVENUE
Third party revenue	$	6,646		$	10,039
Related party revenue		348			586
Net revenue		6,994			10,625
COST OF REVENUE
Third party cost of revenue		2,832			4,043
Related party cost of revenue		323			489
Cost of revenue		3,155			4,532
Gross profit		3,839			6,093
OPERATING EXPENSE
Selling, general and administrative		3,893			4,491
Research and development		2,641			2,872
Other expense, net		283			11
Total operating expense		6,817			7,374
Loss from continuing operations		(2,978	)		(1,281	)
Interest income		117			272
Loss from continuing operations before income taxes		(2,861	)		(1,009	)
Income tax expense		—			—
Loss from continuing operations after income taxes		(2,861	)		(1,009	)
DISCONTINUED OPERATIONS
Loss from discontinued operations		(604	)		(321	)
Gain on disposal of discontinued operations, net of tax of $0		13			—
Loss from discontinued operations		(591	)		(321	)
Net loss	$	(3,452	)	$	(1,330	)
COMPREHENSIVE LOSS
Net loss	$	(3,452	)	$	(1,330	)
Foreign currency translation adjustment		105			—
Comprehensive loss	$	(3,347	)	$	(1,330	)
Weighted average shares outstanding
Basic and diluted		2,725			2,712
Basic and diluted loss per share:
From continuing operations	$	(1.05	)	$	(0.37	)
From discontinued operations, net of tax		(0.22	)		(0.12	)
Basic and diluted loss per share	$	(1.27	)	$	(0.49	)

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eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	As of July 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	1,545		$	2,256
Marketable securities		1,000			3,400
Trade accounts receivable, net of allowance of $680 and $694, respectively		932			1,781
Trade accounts receivable - related party		84			117
Inventories		2,501			2,348
Prepaid and other current assets		177			118
Current assets of discontinued operations		—			119
Total current assets		6,239			10,139
Property and equipment, net		176			298
Intangibles, net		251			334
Investments		900			300
Other non-current assets		88			—
Non-current assets of discontinued operations		—			135
Total assets	$	7,654		$	11,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	214		$	432
Trade accounts payable - related party		126			337
Note payable		138			—
Accrued expenses and other		1,145			1,205
Current liabilities of discontinued operations		—			16
Total current liabilities		1,623			1,990
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, (10,000,000 shares authorized, no shares issued and outstanding)		—			—
Common stock, $0.005 par value (10,000,000 shares authorized, 2,869,608 and 2,849,629 shares issued, respectively)		14			14
Additional paid-in capital		55,931			55,769
Treasury stock, at cost (135,380 shares)		(1,502	)		(1,502	)
Accumulated deficit		(48,517	)		(45,065	)
Accumulated other comprehensive income		105			—
Total stockholders’ equity		6,031			9,216
Total liabilities and stockholders’ equity	$	7,654		$	11,206

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