-----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, CJW3fHL8y3DjUH7FW4RdTyzmd+mzoTi4qddJGIqdxtBVXv30oQSPSnD98ES43/nX +EVYAgIuGPk1Af11aiVr1w== 0000913737-95-000026.txt : 19951205 0000913737-95-000026.hdr.sgml : 19951205 ACCESSION NUMBER: 0000913737-95-000026 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951204 SROS: NASD 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: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-60671 FILM NUMBER: 95598920 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 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-2 As filed with the Securities and Exchange Commission on December 4, 1995 Registration No. 33-60671 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMDIAL CORPORATION (exact name of Registrant as specified in charter) DELAWARE 94-244367B (State or other jurisdiction of (IRS Identification No.) incorporation or organization) 1180 SEMINOLE TRAIL P.O. BOX 7266 CHARLOTTESVILLE, VA 22906 804/978-2200 (Address, including zip code and telephone number, including area code of Registrant's executive offices) ROBERT E. STROUD, ESQ. MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P. P.O. BOX 1288 CHARLOTTESVILLE, VA 22902-1298 804/977-2500 (Name, address, including zip code, and telephone number, including area code of agent for service) On June 28, 1995, in connection with a firm commitment underwritten public offering, Comdial Corporation (the "Registrant") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-2 (Registration No. 33-60671) (as subsequently amended by Amendment No. 1 filed with the Commission on August 1, 1995, the "Registration Statement") covering 3,450,000 shares of the Common Stock, par value $0.01 per share, of the Registrant ("Common Stock"), including (i) 1,000,000 shares of Common Stock to be sold by the Registrant, (ii) 2,000,000 shares of Common Stock to be sold by PacifiCorp Credit, Inc.("PCI"), and (iii) up to 450,000 additional shares of Common Stock held by PCI, as to which PCI had granted the underwriters a 30-day option to purchase solely to cover over-allotments, if any (the shares described in clause (iii) of this sentence being hereinafter referred to as the "Option Shares"). The Commission declared the Registration Statement effective on August 7, 1995. The underwriters did not exercise their option to purchase any of the Option Shares prior to the expiration of the 30-day option period. Accordingly, the Registrant removes from registration by means of this post- effective amendment all of such 450,000 shares of Common Stock. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the City of Charlottesville, Virginia on November 30, 1995. COMDIAL CORPORATION By: William G. Mustain (Signature) Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE William G. Mustain Chairman of the Board, November 30, 1995 (Signature) President, Chief Executive Officer and Director Wayne R. Wilver Senior Vice President, November 30, 1995 (Signature) Chief Financial Officer and Principal Accounting Officer A. M. Gleason* Director November 30, 1995 Dianne C. Walker* Director November 30, 1995 John W. Rosenblum* Director November 30, 1995 Michael C. Henderson* Director November 30, 1995 William E. Porter* Director November 30, 1995 *By: Wayne R. Wilver (Signature) Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----