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): March 13, 2009

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 March 13, 2009.

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: March 13, 2009
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 March 13, 2009.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 4:45 PM ET, March 13, 2009

eOn Communications Reports Second Quarter Results

SAN JOSE, CA (March 13, 2009) – eOn Communications Corporation™ (NASDAQ: EONC), a leading provider of telecommunications solutions, today reported second quarter fiscal 2009 results.

Net loss for the quarter was $376,000, or ($0.14) per common share, compared to a net loss of $999,000, or ($0.37) per common share in the quarter ended January 31, 2008. The net loss for the quarter ended January 31, 2008 included a loss from discontinued operations of $59,000 or ($0.02) per common share. Revenue for the quarter was $1,307,000 (with no related party revenue), a decrease of 12% compared to $1,480,000 (including related party revenue of $88,000) for the quarter ended January 31, 2008.

Net loss for the six months was $510,000 or ($0.19) per common share, compared to a net loss of $1,910,000 or ($0.70) per common share for the six months ended January 31, 2008. The net loss for the six months ended January 31, 2008 included a loss from discontinued operations of $577,000 or ($0.21) per common share. Revenue for the six months was $3,091,000 (with no related party revenue), a decrease of 20% compared to $3,876,000 (including related party revenue of $216,000) for the six months ended January 31, 2008.

Cash, cash equivalents and marketable securities decreased 6% to $2,383,000 from $2,545,000 as of July 31, 2008 primarily as a result of funding operating losses for the six month period.

On December 12, 2008, the Company executed a restructured Agreement and Plan of Merger to acquire Cortelco Systems Holding Corporation (“Cortelco”) for up to $11,000,000 in cash, contingent primarily on the future earnings of Cortelco. The independent members of the Board of Directors of both eOn and Cortelco have approved the proposed merger. A majority of the Cortelco stockholders (excluding the shares held by David Lee and Steve Bowling) have approved the merger pursuant to an action by written consent that became effective January 26, 2009. Completion of the merger is subject to the fulfillment of the remaining conditions to closing.

The Company anticipates, but cannot guarantee, that the transaction will close sometime in the Company’s third fiscal quarter of fiscal year 2009. The proposed merger may be terminated if the conditions to closing are not fulfilled, in the event of a breach of the agreement by either party, or upon mutual agreement of the parties.

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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 January 31,						Six Months Ended January 31,
	2009			2008			2009			2008
REVENUE
Third party revenue	$	1,307		$	1,392		$	3,091		$	3,660
Related party revenue		—			88			—			216
Net revenue		1,307			1,480			3,091			3,876
COST OF REVENUE
Third party cost of revenue		703			576			1,516			1,468
Related party cost of revenue		—			80			—			200
Cost of revenue		703			656			1,516			1,668
Gross profit		604			824			1,575			2,208
OPERATING EXPENSE
Selling, general and administrative		688			1,107			1,455			2,147
Research and development		277			680			582			1,437
Other expense		17			11			61			37
Total operating expense		982			1,798			2,098			3,621
Loss from continuing operations		(378	)		(974	)		(523	)		(1,413	)
Interest income		2			34			13			80
Loss from continuing operations before income taxes		(376	)		(940	)		(510	)		(1,333	)
Income tax expense		—			—			—			—
Loss from continuing operations after income taxes		(376	)		(940	)		(510	)		(1,333	)
DISCONTINUED OPERATIONS
Loss from discontinued operations		—			(59	)		—			(577	)
Loss from discontinued operations		—			(59	)		—			(577	)
NET LOSS	$	(376	)	$	(999	)	$	(510	)	$	(1,910	)
Weighted average shares outstanding
Basic and diluted		2,736			2,718			2,735			2,717
Basic and diluted loss per share:
From continuing operations	$	(0.14	)	$	(0.35	)	$	(0.19	)	$	(0.49	)
From discontinued operations, net of tax		—			(0.02	)		—			(0.21	)
Basic and diluted loss per share	$	(0.14	)	$	(0.37	)	$	(0.19	)	$	(0.70	)

eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	January 31, 2009			July 31, 2008
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,383		$	1,545
Marketable securities		1,000			1,000
Trade accounts receivable, net of allowance of $307 and $680, respectively		703			932
Trade accounts receivable - related party		7			84
Inventories		2,143			2,501
Prepaid and other current assets		109			177
Total current assets		5,345			6,239
Property and equipment, net		126			176
Intangibles, net		209			251
Investments		1,086			900
Non-current assets		131			88
Total assets	$	6,897		$	7,654
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	100		$	214
Trade accounts payable - related party		122			126
Notes payable		138			138
Accrued expenses and other		954			1,145
Total liabilities, all current		1,314			1,623
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, 2,870,888 and 2,869,608 shares issued, respectively)		14			14
Additional paid-in capital		55,994			55,931
Treasury stock, at cost (135,380 shares)		(1,502	)		(1,502	)
Accumulated deficit		(49,027	)		(48,517	)
Accumulated other comprehensive income		104			105
Total stockholders’ equity		5,583			6,031
Total liabilities and stockholders’ equity	$	6,897		$	7,654

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