SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* INVESTCORP S A (Last) (First) (Middle) BOUNDARY HALL CRICKET SQUARE. PO BOX 1111 (Street) GRAND CAYMAN. KY1-1102. E9 BWI (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2010	3. Issuer Name and Ticker or Trading Symbol Dialogic Inc. [ DLGC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/12/2010
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	6,255,817	I	See note(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* INVESTCORP S A (Last) (First) (Middle) BOUNDARY HALL CRICKET SQUARE. PO BOX 1111 (Street) GRAND CAYMAN. KY1-1102. E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIPCO HOLDINGS LTD (Last) (First) (Middle) BOUNDARY HALL CRICKET SQUARE. PO BOX 1111 (Street) GRAND CAYMAN. KY1-1102. E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eicon Dialogic Investment SRL (Last) (First) (Middle) BOUNDARY HALL CRICKET SQUARE. PO BOX 1111 (Street) GRAND CAYMAN. KY1-1102. E9 BWI (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of Common Stock are owned directly by Eicon Dialogic Investment SRL ("Eicon"), as reported in Eicon's Schedule 13D filed on October 12, 2010. The same shares of Common Stock are reported herein as being beneficially owned by Investcorp S.A. ("Investcorp") and SIPCO Holdings Limited ("SIPCO"). Investcorp disclaims beneficial ownership of the shares held by Eicon, except to the extent, if any, that Investcorp has a pecuniary interest in such shares and such pecuniary interest is ultimately realized. SIPCO may be deemed to control Investcorp through its ownership of a majority of the stock of a company that indirectly owns a majority of Investcorp. SIPCO Limited disclaims beneficial ownership of the shares reported on this Form 3.

2. This Form 3 is being filed under Eicon's CIK pursuant to this amendment to the Form 3 originally filed on October 12, 2010.

	By: /s/ Rishi Kapoor, as director of Investcorp Name: Rishi Kapoor	10/18/2010
	By: /s/ Stephanie R. Bess, as director of SIPCO Name: Rishi Kapoor	10/18/2010
	By: /s/ Anand Radhakrishnan, as manager of Eicon Name: Anand Radhakrishnan	10/18/2010
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.