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): July 19, 2007

INTER-TEL (DELAWARE), INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Delaware	0-10211	86-0220994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1615 S. 52nd Street Tempe, Arizona	85281
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 449-8900

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 8.01. Other Events.

In connection with the plaintiff’s claims as set forth in the previously disclosed Verified Second Supplement to the Second Amended Complaint, Mercier v. Inter-Tel (Delaware), Inc., et al., Del. Ch., C.A. No. 2226-VCS, a copy of which was filed in connection with the Company’s Form 8-K on July 13, 2007, plaintiff on July 19, 2007 filed a motion for preliminary injunction. The motion does not seek to enjoin not the stockholder vote on the proposed merger with Mitel Networks Corporation, but the consummation of the merger (in the event the stockholders approve the merger) on the grounds that the Company improperly postponed the stockholder vote on the Mitel merger. As set forth in the Company’s Form 8-K filed July 13, 2007, the Company and director defendants believe that the plaintiff’s claims are without merit and intend to vigorously oppose the preliminary injunction.

In order to accommodate the Court’s schedule, the Company has agreed and informed the Court that it will not consummate the merger, if approved by the stockholders at the August 2, 2007 Special Meeting of Stockholders, until after the Court hears plaintiff’s motion for preliminary injunction on August 8, 2007.

A copy of Plaintiff’s Motion For Preliminary Injunction is attached hereto as Exhibit 99.1. A copy of the letter dated July 20, 2007 between Mitel Networks Corporation and Inter-Tel (Delaware), Incorporated is attached hereto as Exhibit 99.2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Plaintiff’s Motion For Preliminary Injunction, Mercier v. Inter-Tel (Delaware), Inc., et al., Del. Ch., C.A. No. 2226-VCS, July 19, 2007.
99.2	Letter dated July 20, 2007 between Mitel Networks Corporation and Inter-Tel (Delaware), Incorporated.

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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.

	Inter-Tel (Delaware), Incorporated
Date: July 20, 2007	By:	/s/ Norman Stout
	Name:	Norman Stout
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Plaintiff’s Motion For Preliminary Injunction, Mercier v. Inter-Tel (Delaware), Inc., et al., Del. Ch., C.A. No. 2226-VCS, July 19, 2007.
99.2	Letter dated July 20, 2007 between Mitel Networks Corporation and Inter-Tel (Delaware), Incorporated.

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EX-99.1

Exhibit 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

VERNON A. MERCIER et al.,	)
	)
Plaintiffs,	)
	)
v.	)	Civil Action No. 2226-VCS
	)
INTER-TEL (DELAWARE),	)
INCORPORATED et al.,	)
	)
Defendants.	)

MOTION FOR PRELIMINARY INJUNCTION

Pursuant to Court of Chancery Rule 65 and for the reasons to be more fully explained in plaintiffs’ briefs in support hereof, plaintiffs hereby move the Court for an Order, in the form attached hereto, preliminarily enjoining defendants, their officers, agents, servants, employees and attorneys, and those acting in concert with them, from consummating the proposed merger of Inter-Tel (Delaware), Incorporated with Mitel Networks Corporation and Arsenal Acquisition Corporation.

	PRICKETT, JONES & ELLIOTT, P.A,
	By:	/s/ Paul A. Fioravanti, Jr.
		Michael Hanrahan (Bar I.D. #941)
OF COUNSEL:		Paul A. Fioravanti, Jr. (Bar I.D. #3808)
		Laina M. Herbert (Bar I.D. #4717)
SCHIFFRIN, BARROWAY, TOPAZ & KESSLER, LLP		1310 N. King Street
Marc A. Topaz		P.O. Box 1328
Lee D. Rudy		Wilmington, DE 19899-1328
280 King of Prussia Road		(302) 888-6500
Radnor, PA 19087		Class Counsel
(610) 667-7706
Class Counsel
Dated: July 19, 2007

EX-99.2

Exhibit 99.2

July 20, 2007

Inter-Tel (Delaware), Incorporated

1615 S. 52^nd Street

Tempe, Arizona 85281

Attention:	Norman Stout
	Chief Executive Officer
	Facsimile No. 480-449-8929

Dear Norman:

Reference is made to the Agreement and Plan of Merger, dated as of April 26, 2007 (the “Merger Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement), among Inter-Tel (Delaware), Incorporated, a Delaware corporation (the “Company”), Mitel Networks Corporation, a corporation duly organized under the laws of Canada (“Parent”), and Arsenal Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

Parent and Merger Sub hereby waive compliance with Section 2.01(b) of the Merger Agreement for the sole purpose of permitting the Company to represent to the Delaware Court of Chancery that the Company will not consummate the Merger until such time as Vice Chancellor Strine has ruled on plaintiffs’ application for a preliminary injunction (the “Application”) to enjoin the consummation of the Merger (the hearing for which Application will likely be scheduled for August 8, 2007). The parties agree that (a) the condition set forth in Section 9.01(b) of the Merger Agreement shall be deemed to be not satisfied unless and until Vice Chancellor Strine renders a decision on the Application that does not prohibit the consummation of the Merger or the Application is withdrawn, and (b) in no event shall such condition be deemed to be satisfied prior to the close of business on August 8, 2007. Parent, Merger Sub, and the Company hereby reserve all of their respective rights under the Merger Agreement.

This Letter and acceptance of its terms may be executed in counterparts that together shall constitute one instrument.

[Remainder of page intentionally left blank]

Please acknowledge your agreement to the terms of this letter by executing it in the space below and returning it to the undersigned.

Very truly yours,
MITEL NETWORKS CORPORATION
By:	/s/ Steve Spooner
	Name: Steve Spooner
	Title: Chief Financial Officer

ARSENAL ACQUISITION CORPORATION
By:	/s/ Steve Spooner
	Name: Steve Spooner
	Title: Chief Financial Officer

ACKNOWLEDGED AND AGREED, AS OF JULY 20, 2007
INTER-TEL (DELAWARE), INCORPORATED
By:	/s/ Norman Stout
	Name: Norman Stout
	Title: Chief Executive Officer

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