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 4, 2010 (May 30, 2010)

AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15951	22-3713430
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

211 Mount Airy Road Basking Ridge, New Jersey	07920
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (908) 953-6000

N/A

(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:

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2010, Avaya Inc. (the “Company”) announced that Todd A. Abbott will step down as Senior Vice President, Global Sales & Marketing and President of Field Operations to pursue other interests. In his place, Joel Hackney has been appointed Senior Vice President of Global Sales & Marketing and President of Field Operations. Mr. Hackney will remain the leader of the Avaya Government Solutions business as well. These leadership changes are effective June 14th.

A copy of the press release announcing Mr. Abbott’s departure is attached as Exhibit 99.1 hereto.

Item 8.01. Other Events.

On May 30, 2010, the Company announced that two of its wholly owned subsidiaries have entered into a share purchase agreement pursuant to which they have agreed to sell the Company’s entire 59.13% indirect ownership interest in AGC Networks Ltd. (“AGC”) to an affiliate of the Essar Group for approximately $44.5 million. In accordance with Indian law, following the execution of the share purchase agreement, an affiliate of the Essar Group is required to conduct an open offer to acquire at least 20% of the voting capital of AGC from public shareholders. Successful completion of the open offer is a condition precedent to the consummation of the share sale by the Company. The open offer is expected to close in three to five months.

A copy of the press release announcing the pending sale is attached as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Avaya Inc. dated June 3, 2010
99.2	Press Release of Avaya Inc. dated May 30, 2010

Certain statements contained and incorporated by reference herein are forward looking statements. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or other similar terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a list and description of such risks and uncertainties, please refer to the Company’s most recent Form 10-Q for the quarter ended March 31, 2010 and its other filings with the SEC that are available at www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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.

	AVAYA INC.
Date: June 4, 2010	By:	/S/    PAMELA F. CRAVEN
	Name:	Pamela F. Craven
	Title:	Chief Administrative Officer

EX-99.1

Exhibit 99.1

Media Inquiries:

Jay Barta

972-745-5195

jbarta@avaya.com

Avaya Announces Leadership Changes

Hackney appointed to lead global Sales, Marketing and Field Operations in addition to Avaya Government Solutions

For Immediate Release: 3 June 2010

BASKING RIDGE, N.J. – Avaya, a global leader in enterprise communications systems, software and services, today announced that Joel Hackney has been appointed Senior Vice President of Global Sales and Marketing and President of Field Operations. In this role, Hackney replaces Todd Abbott. Abbott, who has led the work of transforming Avaya’s go-to-market strategy over the last two years, has decided to step down to pursue other interests and will remain with Avaya during an appropriate transitional period.

“In the past six months, Avaya has undergone some significant and exciting changes, including the rollout of several innovative products and solutions. Today’s leadership changes will allow us to build on that momentum and stay on track to deliver even more solutions that create customer value and respond to the evolution in real-time business communications and customer service,” said Kevin Kennedy, Avaya President and CEO.

Hackney, who is currently leading the Avaya Data and Government Solutions business units, will continue to drive the federal government business. The data solutions organization will now report to Steve Bandrowczak, who becomes Vice President and General Manager, Avaya Data Solutions. Bandrowczak will serve as a member of the Avaya Executive Committee, reporting directly to Avaya President and CEO Kevin Kennedy. Previously, Bandrowczak served as Vice President, Sales and Marketing for Avaya Data Solutions. Prior to joining Avaya, Bandrowczak led the North American Enterprise Sales and Marketing team for Nortel and has also served as the CIO for leading companies such as Lenovo, DHL and Avnet.

The company also announced today that Jim Chirico has been appointed Executive Vice President, Business Operations. Chirico will retain his current responsibilities and assume the added accountability of driving cross-functional alignment of key workstreams, including Avaya growth, transition, integration and restructuring activities.

These leadership changes are effective June 14th.

About Avaya

Avaya is a global leader in enterprise communications systems. The company provides unified communications, contact centers, data solutions, and related services directly and through its channel partners to leading businesses and organizations around the world. Enterprises of all sizes depend on Avaya for state-of-the-art communications that improve efficiency, collaboration, customer service and competitiveness. For more information please visit www.avaya.com.

EX-99.2

Exhibit 99.2

Media Inquiries:
Matthew Wray	Skip MacAskill
+852 3121 6133	+1 408 802 1257
wraym@avaya.com	skip@avaya.com

Avaya Agrees to Sell AGC Networks Stake to Essar Group

• 59.13% Stake to be Sold for Approximately US$ 44.5 million; Enables Avaya Channel Diversification in India

• Completion Subject to Customary Indian Regulatory Requirements

For Immediate Release: 30^th May 2010

MUMBAI, INDIA – Avaya, a global leader in enterprise communications systems, software and services, today announced that it has agreed to sell its approximate 59% ownership interest in AGC Networks Ltd. to affiliates of the Essar Group*.

The sale of its AGC Networks stake will enable Avaya to drive additional focus on two of its strategic imperatives: the development of the Avaya business in India and the growth and extension of its channel coverage model through Avaya’s global channel program, Avaya Connect. AGC Networks remains a key channel partner of Avaya serving customers in the India market, one of the fastest growing enterprise communications markets in the world, and in Australia.

Avaya is focused on delivering fit-for-purpose communications systems to the enterprise market. Avaya currently enjoys a leadership position in the Unified Communications and Contact Center markets in India and globally and has a strong portfolio of data networking solutions and communications maintenance services.

The transaction is subject to customary closing conditions, including those required by Indian law. One such condition is the completion by an Essar Group affiliate of a mandatory open offer made to public shareholders of AGC Networks. Under such open offer, the Essar Group affiliate shall offer to buy at least 20% of the voting capital of AGC Networks. The open offer process is expected to take between 3 and 5 months to complete. During that time, Avaya and AGC Networks will continue to work together to provide industry-leading products and services to customers in India and Australia.

“The AGC Networks relationship remains key to Avaya’s success in India and Australia – both through the period of this transaction and beyond,” said Jangoo Dalal, Managing Director, Avaya India. “In India we work together to serve some of the country’s leading organizations spanning multiple business sectors, and we look forward to continuing to work with AGC Networks as a trusted and well established business partner.”

AGC Networks, established in 1986, is a converged communication solutions provider focused on the India and Australia markets. The Essar Group is a multinational conglomerate spanning steel, oil & gas, power, communications, shipping ports & logistics, construction and minerals. Its communications group is focused on the customer care and acquisition market and has a track record of introducing process and technology innovation.

* The agreement for the sale of Avaya’s shares in AGC Networks Ltd. has been signed with Essar Services Holdings Limited, a division of Essar Global Ltd.

About Avaya

Avaya is a global leader in enterprise communications systems. The company provides unified communications, contact centers, data solutions, and related services directly and through its channel partners to leading businesses and organizations around the world. Enterprises of all sizes depend on Avaya for state-of-the-art communications that improve efficiency, collaboration, customer service and competitiveness. For more information please visit www.avaya.com.

Forward-Looking Statements

Certain statements contained in this press release are forward looking statements. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or other similar terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: our ability to develop and sell advanced communications products and services, including unified communications and contact center solutions; our ability to develop our indirect sales channel; economic conditions and the willingness of enterprises to make capital investments; the market for advanced communications products and services, including unified communications solutions; our ability to remain competitive in the markets we serve; our ability to manage our supply chain and logistics functions; the ability to protect our intellectual property and avoid claims of infringement; our ability to effectively integrate acquired businesses into ours; our ability to maintain adequate security over our information systems; environmental, health and safety laws, regulations, costs and other liabilities; the ability to retain and attract key employees; risks relating to the transaction of business internationally; pension and post-retirement healthcare and life insurance liabilities; and liquidity and our access to capital markets. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. For a further list and description of such risks and uncertainties, please refer to Avaya’s filings with the SEC that are available at www.sec.gov. Avaya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.