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): December 16, 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 December 16, 2009, eOn Communications issued a press release reporting financial results for the first quarter ended October 31, 2009. 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	Press release dated December 16, 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: December 16, 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 December 16, 2009.

EX-99.1

Exhibit 99.1

Investor Relations

eOn Communications

800-955-5321

investorrelations@eoncc.com

For Release 10:00 AM ET, December 16, 2009

eOn Communications Reports Third Consecutive Profitable Quarter

SAN JOSE, CA (December 16, 2009) – eOn Communications Corporation™ (NASDAQ: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported first quarter fiscal results for the period ended October 31, 2009.

First quarter revenue increased 154% to $4,525,000 from $1,784,000 in the first quarter of last year. Net income for the quarter was $379,000 or $0.14 per common share compared to a net loss of $134,000 or $0.05 per common share in the quarter ended October 31, 2008. Included in net income for the quarter was $53,000 of imputed interest expense due to the amortization of the difference between the face value of the contingent obligation to the former Cortelco shareholders and the discounted present value of the note payable recorded on the balance sheet. Net income for the quarter excluding the impact of the imputed interest expense was $432,000 or $0.16 per common share.

eOn’s operating results for the quarter ended October 31, 2009 represent the third consecutive profitable quarter. Financial results for the current quarter include net income of $442,000 of Cortelco Systems Holding Corp., which was acquired on April 1, 2009

Cash, cash equivalents and marketable securities increased 35% to $3,282,000 from $2,424,000 as of October 31, 2008 and increased 9% from $3,010,000 as of July 31, 2009.

“I would like to thank everyone in the organization for their continued efforts to return eOn Communications to profitability,” commented Mr. David S. Lee, Chairman of eOn’s Board of Directors. “Our profitability in the last three quarters has resulted in earnings of $1,083,000, or $0.40 per common share before imputed interest expense. Despite adverse economic conditions, we have achieved positive results through sound management.”

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-K 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 October 31,
	2009			2008
REVENUE
Net revenue	$	4,525		$	1,784
COST OF REVENUE
Cost of revenue		2,804			813
Gross profit		1,721			971
OPERATING EXPENSE
Selling, general and administrative		1,155			767
Research and development		137			305
Other expense		19			44
Total operating expense		1,311			1,116
Income (loss) from operations		410			(145	)
Interest (expense) income		(53	)		11
Equity earnings of unconsolidated equity investee		1			—
Income (loss) before income taxes		358			(134	)
Income tax expense		21			—
Income (loss) after income taxes	$	379		$	(134	)
COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$	379		$	(134	)
Unrealized gains on available-for-sale securities		4			—
Foreign currency translation adjustment		—			(1	)
Comprehensive income (loss)	$	383		$	(135	)
Weighted average shares outstanding
Basic		2,735			2,735
Diluted		2,736			2,735
Basic income (loss) per share	$	0.14		$	(0.05	)
Diluted income (loss) per share:	$	0.14		$	(0.05	)

eOn Communications Corporation

Condensed Consolidated Balance Sheets

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

	October 31, 2009			July 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,282		$	3,010
Trade accounts receivable, net of allowance of $312 and $332, respectively		2,553			2,943
Trade accounts receivable - related party		77			228
Inventories		4,716			5,032
Deferred income taxes		270			270
Prepaid and other current assets		289			242
Total current assets		11,187			11,725
Property and equipment, net		186			209
Intangibles, net		536			410
Investments		1,141			1,136
Investment in unconsolidated equity investee		141			140
Total assets	$	13,191		$	13,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	1,198		$	1,127
Trade accounts payable - related party		11			11
Notes payable, related party		784			1,157
Accrued expenses and other		1,323			1,628
Total current liabilities		3,316			3,923
Note payable, related party, net of current portion		3,685			3,891
Total liabilities		7,001			7,814
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, 2,875,214 and 2,873,992 shares issued, respectively)		14			14
Additional paid-in capital		56,049			56,048
Treasury stock, at cost (139,580 shares)		(1,503	)		(1,503	)
Accumulated deficit		(48,477	)		(48,856	)
Accumulated other comprehensive income		107			103
Total stockholders’ equity		6,190			5,806
Total liabilities and stockholders’ equity	$	13,191		$	13,620