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 15, 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 2.02 Results of Operations and Financial Condition

On June 15, 2009, eOn Communications issued a press release reporting financial results for the third quarter ended April 30, 2009. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.

Item 5.02 Departure of directors or principal officers, appointments of new officers or elections of new directors or entering into compensatory arrangements with certain officers

Effective June 15, 2009, David S, Lee resigned from the position of Chief Executive Officer of eOn Communications. Also, effective June 15, 2009, Stephen R. Bowling, Chief Financial Officer and Director, left the Company. James W. Hopper will assume Mr. Lee’s duties as Chief Executive Officer and will fill Mr. Bowling’s unexpired term on the Board of Directors. Lee M. Bowling will assume the duties of Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits

Exhibits:

Exhibit Number	Description of Exhibit
99.1	Press release dated June 15, 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: June 15, 2009 EON COMMUNICATIONS CORPORATION
By:	/s/ Lee M. Bowling
	Lee M. Bowling Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Press release dated June 15, 2009.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 7:00 PM ET, June 15, 2009

eOn Communications Reports Profitable Third Quarter Results and

Announces James W. Hopper New CEO, David Lee to Remain Chairman

SAN JOSE, CA (June 15, 2009) – eOn Communications Corporation™ (NASDAQ: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported third quarter fiscal 2009 results.

Net income for the quarter was $60,000, or $0.02 per common share, compared to a net loss of $376,000 or ($.14) per common share in the second quarter of fiscal year 2009 and compared to a net loss of 1,204,000, or ($0.44) per common share in the third quarter ended April 30, 2008. Revenue of $2,465,000 (with no related party revenue) for the quarter ended April 30, 2009 increased 89% compared to the previous quarter’s revenue of $1,307,000, and increased 63% or $951,000, from the $1,514,000 (including related party revenue of $127,000) reported in the third quarter of fiscal year 2008.

Net loss for the nine months ended April 30, 2009 was $450,000 or ($0.16) per common share, compared to a net loss of $3,114,000 or ($1.14) per common share for the nine months ended April 30, 2008. The net loss for the nine months ended April 30, 2008 included a loss from discontinued operations of $584,000 or ($0.21) per common share. Revenue for the nine months ended April 30, 2009 was $5,556,000 (with no related party revenue), an increase of 3% compared to $5,390,000 (including related party revenue of $343,000) for the nine months ended April 30, 2008.

eOn’s operating results for the quarter ended April 30, 2009 represent the first profitable quarter since the third quarter ended April 30, 2007. Financial results for the current fiscal year include the April 2009 net income of $112,000 of Cortelco Systems Holding Corp., which was acquired on April 1, 2009

Cash, cash equivalents and marketable securities decreased 18% to $2,094,000 from $2,545,000 as of July 31, 2008 primarily as a result of funding the merger with Cortelco and operating losses for the nine month period.

The Company also today announces the appointment of James W. Hopper as Chief Executive Officer and Director and Lee M. Bowling as Chief Financial Officer of the Company. James W. Hopper replaces David S. Lee who resigned from the position of Chief Executive Officer. Lee M. Bowling replaces Stephen R. Bowling who is leaving the Company, effective

###

today. James Hopper will fill Stephen Bowling’s unexpired term as Director of the Company. David Lee will continue as Chairman of the Board of Directors of the Company.

Prior to joining the Company, Mr. Hopper has been President of Cortelco, Inc. since 1997. Prior to 1997, he was Executive Vice President of Cortelco International, Inc., President and Chief Executive Officer of CMC Industries, and Executive Vice President and Plant Manager of Cortelco USA. Mr. Hopper’s experience also includes thirty-five years with ITT Corporation where he held numerous senior management positions. He has served on the Board of Directors of CMC Industries, Cortelco Systems Puerto Rico, International Telecommunications Corp., Ringers, Inc., and KSS Mid-South, Inc. Mr. Hopper holds a B.B.A in Management and Economics from the University of Memphis.

Prior to joining the Company, Lee M. Bowling has been Vice President and Chief Financial Officer of Cortelco, Inc. since 2004. Prior to 2004, Mr. Bowling was Controller of Cortelco, Inc from 1997 until 2004. His experience also includes various supervisory and management positions with ITT Telecommunications and Telephone Electronics Corporation. Mr. Bowling holds a B.S. in Accounting from Mississippi State University.

“We want to welcome Jim and Lee to the eOn team”, commented Mr. David S. Lee, Chairman of eOn’s Board of Directors. “Their broad base of experience, proven track record, and past management services to the Company on a contract basis since March 2008, will provide a seamless transition and serve the Company well.”

Conference Call

The Company will host a conference call at 4:00 p.m. ET, June 17, 2009, to discuss third quarter results. To hear the call, dial (800) 615-2900 and enter access code 780002. A replay of the call will be posted to our investor relations website, www.eoncc.com/investor_relations.htm, 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

(Dollars in thousands, except per share data)

Unaudited

	Three Months Ended					Nine Months Ended
	April 30,					April 30,
	2009		2008			2009			2008
REVENUE
Third party revenue	$	2,465	$	1,387		$	5,556		$	5,047
Related party revenue		—		127			—			343
Net revenue		2,465		1,514			5,556			5,390
COST OF REVENUE
Third party cost of revenue		1,356		635			2,872			2,103
Related party cost of revenue		—		116			—			316
Cost of revenue		1,356		751			2,872			2,419
Gross profit		1,109		763			2,684			2,971
OPERATING EXPENSE
Selling, general and administrative		852		1,150			2,307			3,297
Research and development		172		703			754			2,140
Other expense		26		123			87			160
Total operating expense		1,050		1,976			3,148			5,597
Income (loss) from continuing operations		59		(1,213	)		(464	)		(2,626	)
Interest income		1		16			14			96
Income (loss) from continuing operations before income taxes		60		(1,197	)		(450	)		(2,530	)
Income tax expense		—		—			—			—
Income (loss) from continuing operations after income taxes		60		(1,197	)		(450	)		(2,530	)
DISCONTINUED OPERATIONS
Loss from discontinued operations		—		(7	)		—			(584	)
Loss from discontinued operations		—		(7	)		—			(584	)
NET INCOME (LOSS)	$	60	$	(1,204	)	$	(450	)	$	(3,114	)
Weighted average shares outstanding
Basic		2,736		2,734			2,735			2,722
Diluted		2,736		2,734			2,735			2,722
Basic income (loss) per share:
From continuing operations	$	0.02	$	(0.44	)	$	(0.16	)	$	(0.93	)
From discontinued operations, net of tax		—		—			—			(0.21	)
Basic income (loss) per share	$	0.02	$	(0.44	)	$	(0.16	)	$	(1.14	)
Diluted income (loss) per share:
From continuing operations	$	0.02	$	(0.44	)	$	(0.16	)	$	(0.93	)
From discontinued operations, net of tax		—		—			—			(0.21	)
Diluted income (loss) per share	$	0.02	$	(0.44	)	$	(0.16	)	$	(1.14	)

eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	April 30,			July 31,
	2009			2008
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,394		$	1,545
Marketable securities		700			1,000
Trade accounts receivable, net of allowance of $341 and $680, respectively		2,392			932
Trade accounts receivable – related party		3			84
Inventories		5,164			2,501
Deferred income taxes		212			—
Prepaid and other current assets		294			177
Total current assets		10,159			6,239
Property and equipment, net		251			176
Intangibles, net		295			251
Investments		1,207			900
Deferred income taxes		58			—
Non-current assets		—			88
Total assets	$	11,970		$	7,654
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	725		$	214
Trade accounts payable – related party		—			126
Notes payable		138			138
Accrued expenses and other		1,029			1,145
Total current liabilities		1,892			1,623
Note payable		4,430			—
Total liabilities		6,322			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, 2,873,992 and 2,869,608 shares issued, respectively)		14			14
Additional paid-in capital		56,000			55,931
Treasury stock, at cost (139,580 shares)		(1,503	)		(1,502	)
Accumulated deficit		(48,967	)		(48,517	)
Accumulated other comprehensive income		104			105
Total stockholders’ equity		5,648			6,031
Total liabilities and stockholders’ equity	$	11,970		$	7,654

###