-----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, CeataZF54H5X4kg08kK/Hd12TRFe6mSf/yEcgA8+2hE63enXoAXkdYvVzY0BgcH0 2UiuFbD2gOOkMVQckuHI5Q== 0001275287-05-002098.txt : 20050614 0001275287-05-002098.hdr.sgml : 20050614 20050531170405 ACCESSION NUMBER: 0001275287-05-002098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 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: 05868042 BUSINESS ADDRESS: STREET 1: 106 CATTLEMEN ROAD STREET 2: . CITY: SARASOTA STATE: FL ZIP: 34232 BUSINESS PHONE: 941-554-5000 MAIL ADDRESS: STREET 1: 106 CATTLEMEN ROAD STREET 2: . CITY: SARASOTA STATE: FL ZIP: 34232 8-K 1 co2847.txt ================================================================================ 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): May 26, 2005 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 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On May 26, 2005 Comdial Corporation (the "Company") issued a press release indicating that it had entered into an agreement, subject to Bankruptcy Court approval, to sell substantially all of its assets under Section 363 of the Bankruptcy Code to Dialcom Acquisition LLC ("Dialcom"),an investor group led by Michael Falk, managing partner of ComVest Investment Partners, a secured debt holder and major investor in the Company. In addition, the Company announced that it had secured $3 million of debtor in possession financing from Dialcom.. A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP On May 26, 2005 Comdial Corporation issued a press release indicating that on May 26, 2005 the Company and certain of its affiliates filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware. A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On May 16, 2005, the Company filed Form 12b-25 with the Securities and Exchange Commission for an extension of time to file its Form 10-Q for the quarter ended March 31, 2005 Due to the filing of the Chapter 11 bankruptcy protection petition as described in Item 1.03 above, the Company has failed to file the Form 10-Q for the quarter ended March 31, 2005 during the prescribed extended filing period. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On May 26, 2005, Comdial Corporation announced that Michael Falk and Inder Tallur have resigned from the Company's Board of Directors effective May 25, 2005. A copy of the press release is furnished herewith as Exhibit 99.1. Neil Lichtman, the Company's Chief Executive Officer, was appointed Chairman of the Board of Directors by the remaining members of the Company's Board of Directors. The information being furnished in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release issued by Comdial Corporation on May 26, 2005. 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 Chief Operating Officer Chief Financial Officer and Senior Vice President Dated: May 31, 2005 EXHIBIT INDEX Exhibit Number Description - -------------- -------------------------------------------------------------- 99.1 Press Release issued by Comdial Corporation on May 26, 2005. EX-99.1 2 co2847ex991.txt Exhibit 99.1 COMDIAL CORPORATION ANNOUNCES ITS INTENTION TO REORGANIZE UNDER THE U.S. BANKRUPTCY CODE AND THAT AN INVESTOR GROUP LED BY MICHAEL FALK INTENDS TO ACQUIRE THE BUSINESS; ALSO ANNOUNCES A NEW CREDIT FACILITY SARASOTA, Fla., May 26 /PRNewswire-FirstCall/ -- Comdial Corporation (OTC Bulletin Board: CMDZE) ("Comdial") is a converged voice and data communications solutions provider providing comprehensive Internet Protocol (IP) communications solutions, converged and traditional telephony solutions designed exclusively for small and midsize enterprises. Comdial and certain of its affiliates today filed voluntary petitions under chapter 11 of the U.S. Bankruptcy Code. In addition, Comdial has entered into an agreement to sell substantially all of its assets under section 363 of the Bankruptcy Code to an investor group led by Michael Falk, managing partner of ComVest Investment Partners, a secured debt holder and major investor in Comdial. Mr. Falk and Inder Tallur, also a managing director of ComVest, have resigned from the board of directors of Comdial. In connection with Comdial's imminent reorganization, it has obtained debtor-in-possession funding in the amount of $3.0 million. The financing will make the necessary funds available to Comdial during the reorganization process so that the company will not experience any disruptions in its business affairs. In commenting on the acquisition, Neil Lichtman, president and chief executive officer of Comdial, stated, "These announcements represent an exciting day for Comdial and its customers because, as a result of the asset purchase agreement with Mr. Falk's group and the establishment of the credit line, Comdial will continue delivering products, services, and support without interruption and will emerge as a stronger, more competitive company." About Comdial Corporation Comdial Corporation is a converged voice and data communications solutions provider with more than 25 years of success as a leading brand. Focused on superior customer service and reliable communications solutions, the company is dedicated to producing best-in-class small to midsize enterprise communications products. Through innovative technology and flexibility, Comdial is unmatched at providing comprehensive Internet Protocol (IP) communications solutions that are tailored to meet customers' needs. For more information, visit http://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, market acceptance of new products it develops, lower than anticipated demand brought about by continued weakness in telecommunications spending, risk of dilution of the Company's stock from private placement investments including the financings that were completed in 2002 and 2004 as well as any other private investments or public offerings that may occur from time to time, 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-K for the year ended December 31, 2004. 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. SOURCE Comdial Corporation -0- 05/26/2005 /CONTACT: Ken Clinebell of Comdial Corporation, +1-941-554-5000, ext. 1513, or ken.clinebell@comdial.com/ /Web site: http://www.comdial.com / -----END PRIVACY-ENHANCED MESSAGE-----