-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, InRqNpIpaT8sud5/laoc41U4DVdP2xm78ui2dYsA4Tp8HWv+Mj3r7OaGtYemQvLB f6gj3SaOzCiO5WbLWp2mYA== 0000911420-03-000121.txt : 20030610 0000911420-03-000121.hdr.sgml : 20030610 20030610110754 ACCESSION NUMBER: 0000911420-03-000121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030606 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMDIAL CORP CENTRAL INDEX KEY: 0000230131 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942443673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0724 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09023 FILM NUMBER: 03738411 BUSINESS ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: P O BOX 7266 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22906-2200 BUSINESS PHONE: 8049782200 MAIL ADDRESS: STREET 1: 1180 SEMMINOLE TRAIL STREET 2: P O BOX 7266 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22906 8-K 1 d892027.txt CURRENT REPORT 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 6, 2003 COMDIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-9023 94-2443673 - ------------------------- ------ ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 106 Cattlemen Road Sarasota, Florida 34232 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (941) 554-5000 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 6, 2003, Comdial Acquisition Corp. ("CAC"), a Delaware corporation and a wholly-owned subsidiary of Comdial Corporation ("Comdial" or the "Company"), completed the acquisition of substantially all of the assets of Soundpipe Inc. ("Soundpipe"), a privately held Delaware corporation with its sole offices in Santa Clara, California. Soundpipe is primarily engaged in the design and development of telecommunications equipment utilizing voice over Internet Protocol (VoIP) technology. The assets acquired include all of Soundpipe's intellectual property, including, but not limited to equipment prototypes, software source code and several patent applications and trade secrets, and certain physical assets including computer equipment and office furnishings. The acquisition involved the issuance of a total of 250,000 unregistered shares of the common stock of Comdial, par value $0.01 (the "Stock"), the payment of $15,000 in cash to East Peak Advisors LLC, advisors to Soundpipe, and the payment of $20,000 in legal fees incurred by Soundpipe in the transaction. The Stock was issued as follows: 20,000 shares to Soundpipe; 180,000 shares to Altos Ventures, LLC ("Altos"), the principal shareholder of Soundpipe, as directed by Soundpipe on its behalf and in consideration of the cancellation of certain indebtedness held by Altos; and 50,000 shares to East Peak Advisors LLC.. The source of the cash consideration described above is the general funds of Comdial. CAC also extended offers of employment to eight current or former employees of Soundpipe, including issuance of a total of 500,000 options to acquire the common stock of Comdial. Included in the the foregoing, CAC has entered into one year employment agreements with the three principal founders of Soundpipe and issued a total of 330,000 of the aforementioned stock options pursuant to those employment agreements. In addition to the acquisition of the assets of Soundpipe, CAC also assumed certain executory contracts of Soundpipe, including certain software licenses and Soundpipe's office lease. ITEM 7. EXHIBITS 99.1 Press Release dated June 9, 2003 2 FORWARD-LOOKING STATEMENTS This Form 8-K contains statements that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including Comdial Corporation's ability to obtain additional funding for its business should such funding become necessary, its ability to maintain market share and to grow in a very competitive market, its ability to develop technologically advanced products to keep pace with many competitors that are much larger and have significantly more resources than Comdial, its ability to integrate the assets acquired from Soundpipe Inc. into its business in a cost-efficient manner and other risks attendant with the acquisition of assets, lower than anticipated demand brought about by continued weakness in the U.S. economy, risk of dilution of the company's stock from recently completed private placement investments and from the acquisition of the assets of Soundpipe Inc., dependence on a relatively small number of large customers, ability to maintain necessary engineering, sales, marketing and other key staff members, the risks associated with the outsourcing of its manufacturing requirements, including international risk factors, its ability to achieve its operational goals and to generate positive cash flow, any unfavorable outcome of pending disputes or litigation, including, but not limited to intellectual property infringement claims that arise from time to time and the various other factors set forth from time to time in Comdial's filings with the SEC, including, but not limited to, Comdial's Form 10-Q for the three months ended March 31, 2003. Comdial Corporation undertakes no obligation to publicly update or revise the forward-looking statements made in this release to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. COMDIAL CORPORATION By: /s/ Kenneth M. Clinebell ---------------------------------------------- Kenneth M. Clinebell, Senior Vice President, Chief Financial Officer and Treasurer Dated: June 9, 2003 4 EX-99.1 3 e892028.txt PRESS RELEASE Exhibit 99.1 Press Release Comdial Corporation 106 Cattlemen Road Sarasota, FL 34232 Telephone (800) 419-3800 Facsimile (941) 554-5012 Contact: Mark Lindsay, VP Marketing (941) 554-5143 FOR IMMEDIATE RELEASE COMDIAL ACQUIRES SOUNDPIPE ASSETS TO STRENGTHEN TECHNOLOGY PORTFOLIO Acquisition of New IP Telephony Technology to Usher in New Business Communications Era SARASOTA, FL. - JUNE 9, 2003 - Comdial Corporation (OTC Bulletin Board: CMDZ.OB), a leading provider of traditional and IP Telephony solutions for small and medium-sized enterprises, announced today that it is acquiring most of the assets of Silicon Valley-based Soundpipe Inc. in exchange for 250,000 shares of Comdial common stock and cash. Soundpipe is engaged in the design and licensing of next generation voice communications solutions. Comdial intends to integrate Soundpipe technology into its third generation IP Telephony products and distribute these products through its national channel partner network. The Soundpipe team will continue to work out of the former Soundpipe offices in Santa Clara, California. "We have the opportunity to fundamentally change the small business communications market place through combining Soundpipe's engineering resources and technology and Comdial's products, market presence and dealer network," Nick Branica, Comdial president and CEO. Comdial has adopted the code name of "Hercules" for this project. "The vision driving Hercules is to enable Comdial to deliver feature-rich business communications solutions that are simple to install and maintain, yet provide unprecedented price/performance value for our customers. The Soundpipe team has many years of experience designing data communications products at leading firms like Cisco, Crescendo Communications and 3COM. Comdial is excited about combining its telephony expertise with Soundpipe's data background and delivering a world class product." Soundpipe co-founder and president Srivatsan Kasturi remarked, "Our vision was to develop next generation voice communication technology providing a new paradigm in entry level price and functionality in the enterprise telecommunications environment--we believe we accomplished that goal." The IP Telephony segment of the $9 billion enterprise communications market is growing over 30 percent annually, according to industry analyst InfoTech. InfoTech predicts IP Telephony shipments will surpass traditional shipments by 2006 making it a $3.1 billion market. This market represents a large and growing market for Comdial to penetrate with its new technology, established distribution channel, and growing installed base. - MORE - COMDIAL Comdial Acquires Soundpipe Assets to Strengthen Technology Portfolio "Teaming up with Comdial and its channels positions us to see our technology become successful in this competitive market. This joining of forces is a win-win situation for both companies," said Vinod Nagarajan, Soundpipe co-founder and vice president of engineering. "Simple installation and operation are key design criteria for Hercules. It is being built upon open industry standards using an Internet browser for management functions, and will be delivered as a complete business communications solution in one box," commented Mark Lindsay, Comdial vice president of marketing. "Hercules' modular design provides flexibility and enables Comdial to quickly add new features, while support of open industry standards provides interoperability, speed to market, and lower costs." "Soundpipe brings industry standard technologies like Linux, VoIP, SIP and cutting-edge Wi-Fi technology to the traditional telephony market", says Shashi Kumar, Soundpipe co-founder and vice president of hardware engineering. Hercules is scheduled to be commercially available in the first half of 2004. It will consist of a SIP-based IP-PBX, 8-port gateway and unified messaging system within a small, self-contained chassis. It will feature a Wi-Fi wireless 802.11SIP phone providing customers clear voice communications without wiring constraints. Hercules will also support Comdial's SIP phone family to be introduced in late 2003 as part of Comdial's converged SIP communications platform, code named "Mercury." "We are excited about joining the Comdial shareholder family", stated Ho Nam, general partner of Altos Ventures, Soundpipe's largest shareholder. "We look forward to the combination of Soundpipe technology within Comdial's product portfolio to enhance Comdial's future revenue and profitability potential." - MORE - COMDIAL Comdial Acquires Soundpipe Assets to Strengthen Technology Portfolio ABOUT COMDIAL Comdial Corporation, headquartered in Sarasota, Florida, develops and markets sophisticated communications solutions for small to mid-sized offices, government, and other organizations. Comdial offers a broad range of solutions to enhance the productivity of businesses, including voice switching systems, voice over IP (VoIP), voice processing and computer telephony integration solutions. For more information about Comdial and its communications solutions, please visit our web site at www.comdial.com. FORWARD-LOOKING STATEMENTS This press release contains statements that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including Comdial Corporation's ability to obtain additional funding for its business should such funding become necessary, its ability to maintain market share and to grow in a very competitive market, its ability to develop technologically advanced products to keep pace with many competitors that are much larger and have significantly more resources than Comdial, its ability to integrate the assets acquired from Soundpipe Inc. into its business in a cost-efficient manner and other risks attendant with the acquisition of assets, lower than anticipated demand brought about by continued weakness in the U.S. economy, risk of dilution of the company's stock from recently completed private placement investments and from the acquisition of the assets of Soundpipe Inc., dependence on a relatively small number of large customers, ability to maintain necessary engineering, sales, marketing and other key staff members, the risks associated with the outsourcing of its manufacturing requirements, including international risk factors, its ability to achieve its operational goals and to generate positive cash flow, any unfavorable outcome of pending disputes or litigation, including, but not limited to intellectual property infringement claims that arise from time to time and the various other factors set forth from time to time in Comdial's filings with the SEC, including, but not limited to, Comdial's Form 10-Q for the three months ended March 31, 2002. Comdial Corporation undertakes no obligation to publicly update or revise the forward-looking statements made in this release to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. - END - COMDIAL -----END PRIVACY-ENHANCED MESSAGE-----