SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BELDEN LEIGH S
(Last) (First) (Middle)
11551 E. ARAPAHOE RD., SUITE 150
(Street)
CENTENNIAL CO 80112-3833
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERILINK CORP [ VRLK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Director, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 498,011 I a(1)
Common Stock 620,000 I b(2)
Common Stock 1,050 I c(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $0.79 12/14/2005 A 200,000 12/14/2005(4) 12/14/2015 Common Stock 200,000 $0 200,000 D
Non-Qualified Stock Option (right to buy) $0.69 02/01/2002(5) 02/01/2012 Common Stock 800,000 800,000 D
Non-Qualified Stock Option (right to buy) $1.15 10/11/2004(6) 10/11/2009 Common Stock 16,500 16,500 D
Non-Qualified Stock Option (right to buy) $1.191 (7) 02/05/2013 Common Stock 400,000 400,000 D
Non-Qualified Stock Option (right to buy) $2.25 (8) 11/16/2009 Common Stock 80,000 80,000 D
Non-Qualified Stock Option (right to buy) $2.875 05/03/2002(8) 05/03/2009 Common Stock 21,543 21,543 D
Non-Qualified Stock Option (right to buy) $3.02 08/26/2004(4) 08/26/2014 Common Stock 150,000 150,000 D
Non-Qualified Stock Option (right to buy) $3.72 (9) 08/25/2013 Common Stock 50,000 50,000 D
Explanation of Responses:
1. Shares owned by Leigh S. Belden and Deborah Tinker Belden, or their successors, Trustees U/A dated 12/09/88.
2. Shares owned by Beltech, Inc., a Nevada Corporation of which Mr. Belden is director and President and Leigh S. Belden and Deborah Tinker Belden, or their successors, Trustees U/A dated 12/09/88 is the sole shareholder.
3. Shares owned by Baytech Associates, a California general partnership in which Mr. Belden has a 50% general partner interest.
4. Shares are immediately exercisable; however, shares purchased prior to vesting are subject to repurchase pursuant to the following vesting schedule: 25% of the shares granted vest on the first anniversary of the date of grant and the remaining shares vest monthly at 1/48th of the total grant until the option is fully vested at the end of the fourth year.
5. Shares are immediately exercisable; however, they are subject to repurchase pursuant to the following vesting schedule: 1/48th of the shares granted vest monthly until the option is fully vested in four years.
6. Shares are immediately exercisable; however, shares purchased prior to vesting are subject to repurchase pursuant to the following vesting schedule: shares vest 1/12th per month and will be fully vested on the first anniversary.
7. Shares are exerciseable as follows: 25% of the shares will be exerciseable one year from the grant date and an additional 1/48th of the shares will be exerciseable each month thereafter until the fourth anniversary of the grant date at which point all shares will be exerciseable.
8. Option vests at the rate of 33.3% of the total shares granted annually until the option is fully vested.
9. Option vests at the rate of 1/12th of the total shares granted per month beginning in the thirty-seventh month until the option is fully vested in four years.
By: C. W. Smith, as Power-of-Attorney For: Leigh S. Belden 12/16/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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