-----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, TuP1cMR7iI0CZMeuSZrp9Bvd7N6HKu7msffCIeuSNUYV3y1frXeu22n/3Sc2N7uX NPnapM+QRNmENJXKta1e4w== 0000950131-99-002297.txt : 19990415 0000950131-99-002297.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950131-99-002297 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990414 GROUP MEMBERS: FEREYDOUN TASLIMI GROUP MEMBERS: MICHAEL MITTEL GROUP MEMBERS: NAHID LOUDERMILK GROUP MEMBERS: NOOR RESEARCH CORPORATION GROUP MEMBERS: SHERMAN CAPITAL GROUP L.L.C. GROUP MEMBERS: SHERMAN CAPITAL PARTNERS L.L.C. GROUP MEMBERS: SHERMAN STEVEN A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VODAVI TECHNOLOGY INC CENTRAL INDEX KEY: 0000949491 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860789350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48541 FILM NUMBER: 99593686 BUSINESS ADDRESS: STREET 1: 8300 E RAINTREE DR CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 6024436000 MAIL ADDRESS: STREET 2: 8300 E. RAINTREE DRIVE CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERMAN STEVEN A CENTRAL INDEX KEY: 0000908625 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 210 S. 4TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85003 BUSINESS PHONE: 6024938869 MAIL ADDRESS: STREET 1: 210 S. 4TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 850003 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Vodavi Technology, Inc. ----------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 92857V 10 2 ----------- (CUSIP Number) Steven A. Sherman 4757 E. Greenway Road, Suite 103-187, Phoenix, Arizona 85032 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1999 --------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),13d-1f or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 2 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven A. Sherman ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 419,080 (Incudes 86,830 shares held by Sherman Capital Group L.L.C. of which Mr. Sherman is the managing member.) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 137,500 (Includes 137,500 shares held by Sherman Capital Partners L.L.C. of which Mr. Sherman is the managing member.) OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 419,080 (Includes 86,830 shares held by Sherman Capital Group L.L.C of which Mr. Sherman is the managing member.) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 137,500 (Includes 137,500 shares held by Sherman Capital Partners L.L.C. of which Mr. Sherman is the managing members.) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 556,580 (Includes 86,830 shares held by Sherman Capital Group L.L.C. of which Mr. Sherman is the managing member and 137,500 shares held by Sherman Capital Partners L.L.C. of which Mr. Sherman is the managing member.) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 3 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sherman Capital Group L.L.C - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Arizona - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 86,830 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 86,830 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 86,830 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO (Limited Liability Company) - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 4 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sherman Capital Partners L.L.C - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Arizona - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 137,500 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 137,500 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 137,500 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO (Limited Liability Company) - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 5 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fereydoun Taslimi ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 61,491 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 61,491 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 61,491 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 6 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nahid Loudermilk ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 61,491 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 61,491 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 61,491 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 7 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael Mittel ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 113,979 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 113,979 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 113,979 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 92857V 10 2 PAGE 8 OF 14 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Noor Research Corporation 58-2203194 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO (Donation) - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Georgia - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 17,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 17,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 17,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO (Non-Profit Corporation) - ------------------------------------------------------------------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION - ------------------------------ ------------------------------- CUSIP NO. 92857V 10 2 Page 9 of 14 Pages - ------------------------------ ------------------------------- Item 1. Security and Issuer This statement relates to shares of common stock (the "Common Stock") of Vodavi Technology, Inc., a Delaware corporation, with principal executive offices located at 8300 East Raintree Drive, Scottsdale, Arizona 85260. All securities reported in this Schedule 13D reflect the 1-for-2 reverse stock split effected by the Issuer on July 18, 1995. Item 2. Identity and Background (a)-(c) and (f). This statement is filed jointly pursuant to Rule 13d-(1)(k) by a group of investors consisting of Steven A. Sherman ("Sherman"), Sherman Capital Group L.L.C. ("Sherman Capital Group"), Sherman Capital Partners, L.L.C. ("Sherman Capital Partners"), Fereydoun Taslimi ("Taslimi"), Nahid Loudermilk ("Loudermilk"), Michael Mittel ("Mittel") and Noor Research Corporation ("Noor") collectively hereinafter referred to as the "Reporting Persons." A copy of the joint filing agreement among the Reporting Persons is attached as Annex B. The respective business or residential addresses of each of the individual Reporting Persons are as follows: Reporting Person Address ---------------- ------- Sherman 4757 E. Greenway Road Suite 103-187 Phoenix, Arizona 85032 Taslimi 4015 Holcomb Bridge Road Suite 350-868 Norcross, Georgia 30092 Loudermilk 4015 Holcomb Bridge Road Suite 350-868 Norcross, Georgia 30092 Mittel 6135 Rivercliffe Drive Atlanta, Georgia 30328 The principal occupation of each of the individual Reporting Persons and the name and address where such employment is conducted are as follows: Reporting Person Occupation, Company Name and Address ---------------- ------------------------------------ Sherman Non-Executive Chairman and Chief Executive Officer Novatel Wireless, Inc., 4757 E. Greenway Road, Suite 103-187, Phoenix, Arizona 85032 Taslimi Self-Employed. (See above address for Taslimi). Loudermilk Self-Employed. (See above address for Loudermilk). Mittel Self-Employed. (See above address for Mittel). Each of the individual Reporting Persons are a citizen of the United States. Sherman Capital Group and Sherman Capital Partners are both Arizona limited liability companies with their principal places of business located at 4757 E. Greenway Road, Suite 103-187, Phoenix, Arizona 85032. Sherman is the managing member and a principal of both Sherman Capital Group and Sherman Capital Partners. Information with respect to Sherman's principal occupation and business address is set forth above. - ---------------------------- -------------------------------- CUSIP NO. 92857V 10 2 Page 10 of 14 Pages - ---------------------------- -------------------------------- Noor is a Georgia non-profit corporation, organized and existing for charitable purposes, with its executive offices and principal business address located at 4015 Holcomb Bridge Road, Suite 350-868, Norcross, Georgia 30092. Pursuant to General Instruction C of Schedule 13D, the names, business addresses, principal occupations and citizenship of the executive officers and directors of Noor are set forth in Annex A attached hereto and are incorporated herein by reference. (d) and (e) During the last five years, each Reporting Person and, to the knowledge of Sherman Capital Group, Sherman Capital Partners and Noor, their respective executive officers and managing members or directors, as appropriate, have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws on finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Sherman founded the Issuer in April 1994 and acquired 200,000 of the shares of Common Stock reported in this Schedule 13D in exchange for shares of Vodavi Communication Systems, Inc. ("VCS"), in a transaction in which the Issuer was formed as the holding company of VCS. In May 1995, Sherman acquired an additional 25,000 shares of Common Stock from Sherman Capital Group, of which Sherman is the managing member. In September 1995, Sherman also acquired 32,250 shares of Common Stock issued pursuant to a 1-for-6 exchange for warrants held by Sherman, of which 4,000 of such shares are held by Sherman as custodian for certain of his minor children. Sherman Capital Group acquired 197,500 shares of Common Stock in April 1994 in exchange for shares of VCS. In June 1994, November 1994, and May 1995, Sherman Capital Group transferred 134,000, 13,500, and 25,000 of such shares, respectively, in separate private transactions. In March 1995, Sherman Capital Group acquired an additional 5,580 shares of Common Stock from Sherman Investment Group L.L.C. In September 1995, Sherman Capital Group also acquired 56,250 shares of Common Stock issued pursuant to a 1-for-6 exchange for warrants held by Sherman Capital Group. On January 27, 1997, Sherman Capital Partners, of which Sherman is a managing member, acquired an aggregate of 137,500 shares of Common Stock for an aggregate purchase price of $592,500 in two private transactions. As a managing member of Sherman Capital Group and Sherman Capital Partners, Sherman disclaims beneficial ownership of all shares held by Sherman Capital Group and Sherman Capital Partners except to the extent that his individual interest in such shares arises from his respective interest in each such entity. In 1995, each of Taslimi, Loudermilk and Mittel acquired all of their respective shares of Vodavi Common Stock reported herein in exchange for shares of Enhanced Systems, Inc. capital stock, pursuant to a Plan of Reorganization dated, as of May 9, 1995, among the Issuer, VOD, Inc., Enhanced Systems, Inc., Mittel, Taslimi, Loudermilk, Scott Kelly, and Earl Alexander, as amended by letter amendment dated May 22, 1995 (the "Plan of Reorganization"). The Plan of Reorganization is incorporated herein by reference to the Plan of Reorganization previously filed with the Securities and Exchange Commission by the Issuer as an exhibit to the Issuer's Registration Statement on Form S-1 (No. 33-95926) which became effective on October 6, 1995. Noor acquired the 17,000 shares of Vodavi Common Stock reported herein pursuant to a donation. - ----------------------------- ------------------------------- CUSIP NO. 92857V 10 2 Page 11 of 14 Pages - ----------------------------- ------------------------------- Item 4. Purpose of Transaction Each of the Reporting Persons is a previous shareholder of the Issuer. Their respective acquisitions of Common Stock were originally made for investment purposes. Over the course of time, certain of the Reporting Persons individually have expressed to the Issuer's senior management their serious concerns with many aspects of the Issuer's affairs, including among other things the composition of the Issuer's Board of Directors, the ability of management to identify and redirect the company into growth sectors of the communications industry and the financial performance of the Issuer's Common Stock. Based upon the above concerns, the Reporting Persons have discussed generally, and intend to discuss from time to time, with representatives of the Issuer, other selected shareholders and third parties, a broad range of ideas that the Reporting Persons believe may enhance shareholder value. Certain of the ideas discussed might, if effected, result in the acquisition by persons of additional securities of the Issuer, an extraordinary corporate transaction such as a sale, merger, re-capitalization or reorganization of the Issuer, or a sale or transfer of a material amount of the assets of the Issuer, or a change in the Board of Directors or management of the Issuer. In order to facilitate additional discussions with representatives of the Issuer, other shareholders and third parties regarding ideas that the Reporting Persons believe may enhance shareholder value, the Reporting Persons entered into a Voting Agreement on March 31 1999 (the "Voting Agreement"). Pursuant to the Voting Agreement, Taslimi, Loudermilk, Mittel and Noor have agreed to vote certain of their shares of Common Stock at the election of directors and all other matters in the manner directed by Sherman. The Voting Agreement will terminate on October 1, 1999 unless terminated earlier by the parties. The description of the Voting Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Voting Agreement which is filed herewith as Exhibit 3 and incorporated herein by reference. Except as described in this Item 4, there are no plans or proposals required to be described in sub-sections (a) through (j) of this Item 4 to which the Reporting Persons are a party. However, the Reporting Persons intend to review continually their position in the securities of the Issuer and may, depending upon an evaluation of the Issuer's business and prospects as well as upon future developments and upon price, availability of shares and other factors, determine to increase, decrease or eliminate their position in the Issuer's securities. Item 5. Interest in Securities of the Issuer (a) The aggregate number of shares and the percentage of all shares owned by each of the Reporting Persons is as follows:
Reporting Person Number of Shares Percent of Class ---------------- ---------------- ---------------- Sherman 556,580(1) 12.6% Taslimi 61,491 1.4% Loudermilk 61,491 1.4% Mittel 113,979 2.6% Sherman Capital Group 86,850 2.0% Sherman Capital Partners 137,500 3.2% Noor 17,000 0.4% ------- ----- Total 810,541 18.3%
(1) The number of shares and percentage shown includes (i) an aggregate of 4,000 shares held by Sherman as custodian for certain of his minor children, (ii) 75,000 shares of Common Stock underlying a currently exercisable option which vested on October 20, 1998, (iii) 86,830 shares of Common Stock held by Sherman Capital Group, of which Sherman is the managing member and (iv) 137,500 shares of Common Stock held by Sherman Capital Partners, of which Sherman is the managing member. Sherman disclaims beneficial ownership of all shares held by Sherman - ---------------------------- ------------------------------- CUSIP NO. 92857V 10 2 Page 12 of 14 Pages - ---------------------------- ------------------------------- Capital Group and Sherman Capital Partners except to the extent that his individual interest in such shares arises from his interest in such entities. (b) Except as described below with regard to Sherman, each of the Reporting Persons has sole voting and disposition powers with respect to all of the shares owned by such Reporting Person. Number Percent of Shares of Class --------- -------- Sole Power to Vote Securities: 419,080(1) 9.5% Shared Power to Vote Securities: 137,500(2) 3.1% Sole Power to Dispose of Securities: 419,080(1) 9.5% Shared Power to Dispose of Securities: 137,500(2) 3.1% (1) The number of shares and percentage shown includes (i) an aggregate of 4,000 shares held by Sherman as custodian for certain of his minor children, (ii) 75,000 shares of Common Stock underlying a currently exercisable option which vested on October 20, 1998 and (iii) 86,830 shares of Common Stock held by Sherman Capital Group, of which Sherman is the managing member. Sherman disclaims beneficial ownership of all shares held by Sherman Capital Group except to the extent that his individual interest in such shares arises from his interest in such entity. (2) Sherman is a managing member of Sherman Capital Partners, which holds 137,500 shares of Common Stock. Sherman disclaims beneficial ownership of all shares held by Sherman Capital Partners except to the extent that his individual interest in such shares arises from his interest in such entity. (c) Except for the open-market sales of Vodavi Common Stock by Taslimi and Mittel described below, there have been no other transactions by any of the Reporting Persons with respect to the Common Stock during the 60 days preceding the date of this Amendment No. 3 to Schedule 13D.
Name Date No. of Shares Sold Price per Share ---- --------------- ------------------ --------------- Taslimi 2/1/99 3,200 $ 3.00 Taslimi 2/3/99 800 $ 3.00 Taslimi 2/23/99 996 $3.125 Taslimi 2/23/99 3,000 $ 3.00 Taslimi 2/25/99 1,000 $3.125 Mittel 2/3/99 5,000 $ 3.00 Mittel 2/23/99 1,000 $3.125 Mittel 2/24/99 2,000 $ 3.00 Mittel 2/24/99 2,000 $3.125
(d) Certain shares beneficially owned by Sherman are held in the name of Steven A. Sherman as custodian for certain of his minor children and in the name of Sherman Capital Group and Sherman Capital Partners. As a result, such persons have the right to receive dividends from their respective shares or proceeds from the sales of their respective shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the contracts, arrangements understandings or relationships described below or previously reported by any of the Reporting Persons on a Schedule 13D or any amendments thereto and the Voting Agreement (see description in Item 4 above), which is filed herewith as Exhibit 2 and incorporated herein by reference, there are no contracts, arrangements, understandings or relationships between any of the Reporting Persons and any other person, or, to the knowledge of Sherman Capital Group, Sherman Capital Partners and Noor, among any of their respective executive officers and managing members or directors, as appropriate, or - --------------------------------------- --------------------------------- CUSIP NO. 92857V 10 2 Page 13 of 14 Pages - --------------------------------------- --------------------------------- between any of their executive officers and managing members or directors, as appropriate and any other person, with respect to any securities of the Issuer. In connection with the acquisition of the Vodavi Division of Executone Information Systems, Inc. in April 1994, the Issuer, Vodavi Communications Systems, Inc., a subsidiary of the Issuer ("VCS"), LG Electronics Inc. ("LGE"), Sherman and Glenn R. Fitchet entered into a Stockholders' Agreement. The Stockholders' Agreement provides that if at any time during the term of the Stockholders' Agreement the Issuer issues shares of Common Stock in a public offering or a private placement in an aggregate amount of 1% or more of the Issuer's issued and outstanding Common Stock, LGE has the right to purchase a sufficient number of shares being issued as may be required to enable it to maintain the percentage of ownership of Common Stock that it holds immediately prior to such sale or issuance. The purchase price to LGE for such shares will be the public offering price per share in the case of a public offering or the price per share paid by purchasers in any private placement. Also pursuant to the terms of the Stockholders' Agreement, Sherman and Mr. Fitchet have agreed to vote their shares of Common Stock to elect as directors of the Issuer that number of persons designated by LGE that comprises a percentage of the Board of Directors equal to LGE's then percentage of ownership of the Issuer's Common Stock. In addition, as long as LGE owns 8% or more of the outstanding Common Stock of the Issuer, those persons have agreed to vote their shares in favor of election of at least one designee of LGE as a director of the Issuer. All designees of LGE to the Board of Directors must be executive officers or directors of LGE, directors of any affiliate of LGE, or other persons reasonably acceptable to the Issuer and the other parties to the Stockholders' Agreement. Unless LGE consents in writing, no LGE designee may be removed as a director of the Issuer, except for cause. The Stockholders' Agreement also requires the Issuer to employ one of the LGE designees in a position and at such salary as is mutually agreed upon by the Issuer and LGE. The Stockholders' Agreement also establishes the Board of Directors of VCS at four directors, of which two must be designees of LGE, and provides that unless LGE consents in writing, no LGE designee to the Board of Directors of VCS may be removed, except for cause. Item 7. Material to be Filed as Exhibits Exhibit 1 Stockholders' Agreement, incorporated herein by reference to the Stockholders' Agreement filed as an exhibit to the Issuer's Registration Statement on Form S-1 (No.33-95926). Exhibit 2 Plan of Reorganization, incorporated herein by reference to the Plan of Reorganization filed as an exhibit to the Issuer's Registration Statement on Form S-1 (No 33-95926). Exhibit 3 Voting Agreement by and between Sherman, Taslimi, Loudermilk, Mittel and Noor, dated March 31, 1999. - ------------------------------ ------------------------------- CUSIP NO. 92857V 10 2 Page 14 of 14 Pages - ------------------------------ ------------------------------- Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: April 13, 1999 /s/ Steven A. Sherman ----------------------- Steven A. Sherman Date: April 13, 1999 /s/ Fereydoun Taslimi ----------------------- Fereydoun Taslimi Date: April 13, 1999 /s/ Nahid Loudermilk ----------------------- Nahid Loudermilk Date: April 13, 1999 /s/ Michael Mittel ----------------------- Michael Mittel Date: April 13, 1999 SHERMAN CAPITAL GROUP L.L.C. /s/ Steven A. Sherman ----------------------- By: Steven A. Sherman Its: Managing Member Date: April 13, 1999 SHERMAN CAPITAL PARTNERS L.L.C. /s/ Steven A. Sherman ----------------------- By: Steven A. Sherman Its: Managing Member Date: April 13, 1999 NOOR RESEARCH CORP. /s/ Fereydoun Taslimi ----------------------- By:Fereydoun Taslimi Its: Vice President ANNEX A INFORMATION RELATING TO EXECUTIVE OFFICERS AND DIRECTORS OF NOOR RESEARCH CORPORATION The following table sets forth the name, title and present principal occupation or employment of each member of the Board of Directors and each executive officer of Noor Research Corporation. The business address of each such person is c/o Noor Research Corporation, 4015 Holcomb Bridge Road, Suite 350-868, Norcross, Georgia 30092. Each person listed is a citizen of the United States.
NAME OFFICE PRESENT PRINCIPAL OCCUPATION ---- ------ ---------------------------- N. Kalantari President Self-Employed. Dr. J. Taba Secretary Physician with own private practice. Fereydoun Taslimi Vice President Self-Employed. Michael Mittel Director Self-Employed. J. Tabatabai Director Self-Employed.
ANNEX B JOINT FILING AGREEMENT Steven A. Sherman, Sherman Capital Group L.L.C., Sherman Capital Partners L.L.C., Fereydoun Taslimi, Nahid Loudermilk, Michael Mittel and Noor Research Corp. each hereby agrees that this Amendment No. 3 to Schedule 13D filed herewith and any amendments thereto relating to the acquisition of shares of common stock and other securities of Vodavi Technology, Inc. is filed jointly on behalf of such person. Date: April 13, 1999 /s/ Steven A. Sherman ----------------------- Steven A. Sherman Date: April 13, 1999 /s/ Fereydoun Taslimi ----------------------- Fereydoun Taslimi Date: April 13, 1999 /s/ Nahid Loudermilk ----------------------- Nahid Loudermilk Date: April 13, 1999 /s/ Michael Mittel ----------------------- Michael Mittel Date: April 13, 1999 SHERMAN CAPITAL GROUP L.L.C. /s/ Steven A. Sherman ----------------------- By: Steven A. Sherman Its: Managing Member Date: April 13, 1999 SHERMAN CAPITAL PARTNERS L.L.C. /s/ Steven A. Sherman ----------------------- By: Steven A. Sherman Its: Managing Member Date: April 13, 1999 NOOR RESEARCH CORP. /s/ Fereydoun Taslimi ----------------------- By: Fereydoun Taslimi Its: Vice President EX-3 2 VOTING AGREEMENT EXHIBIT 3 VOTING AGREEMENT ---------------- This Voting Agreement dated as of March 31, 1999 (the "Agreement") is by and among Steven A. Sherman ("Sherman"), Fereydoun Taslimi ("Taslimi"), Nahid Loudermilk ("Loudermilk") and Michael Mittel ("Mittel"), Noor Research Corp (Noor). Taslimi, Loudermilk, Mittel and Noor are herein collectively referred to as the "Taslimi Group Members." RECITALS -------- A. The parties hereto are the record or beneficial owners of or have voting power with respect to the number of shares of Vodavi Technology, Inc. (the "Company") common stock set forth opposite their name on the signature page hereof. B. Sherman and the Taslimi Group Members desire to enter into a voting agreement as contemplated by Section 218(c) of the Delaware General Corporation Law. AGREEMENTS ---------- 1. Voting. ------ a. Each Taslimi Group Member agrees to hold the shares of the Company's common stock that such Taslimi Group Member currently owns, registered in such Taslimi Group Member's name or beneficially owned by such Taslimi Group Member or in which such Taslimi Group Member has voting power, and any all other securities of the Company such Taslimi Group Member legally or beneficially acquires after the date of this Agreement (hereinafter collectively called the "Shares") subject to, and to vote the Shares in accordance with, the provisions of this Agreement. b. At each election of directors for the Company, the Taslimi Group Members shall vote their Shares for the persons designated or as directed by Sherman in writing. The Taslimi Group Members must also vote the Shares in all other matters as directed by Sherman in writing. c. Upon the request by Sherman, there shall be imprinted or otherwise placed, on certificates representing the Shares the following restrictive legend (the "Legend"): "The Shares represented by this Certificate are subject to the terms and conditions of a Voting Agreement, dated March 31, 1999, which places certain restrictions on the voting of the Shares represented hereby. Any person accepting any interest in such Shares shall be deemed to agree to and shall become bound by all the provisions of such agreement. A copy of such Voting Agreement will be furnished to the record holder of this Certificate without charge upon written request to Steven A. Sherman at 4757 E. Greenway Road, Suite 103-187, Phoenix, Arizona 85032." d. If any Taslimi Group Member transfers any of the Shares listed in this agreement at any time during the term of this Agreement, those transferred Shares will continue to be subject to the provisions and restrictions contained in this Agreement, and any transferee of such Shares will be deemed to have accepted and consented to be bound by the provisions and restrictions of this Agreement as if such transferee had originally executed this Agreement as a party to it. 2. Termination. This Agreement shall continue in full force and effect ----------- from the date hereof until October 1, 1999, unless terminated earlier by any party to this agreement by giving written notice to other parties hereto. 3. Entire Agreement. This Agreement sets forth the entire agreement of ---------------- the parties with respect to the subject matter hereof. This Agreement may not be amended, modified or terminated, and no rights or provisions herein may be waived, without the written agreement of the parties. 4. Governing Law; Binding Effect. Except as may be required by the ----------------------------- Delaware General Corporation Law, this Agreement shall be construed under and governed by the laws of the State of Arizona and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 5. Notices. All communications or notices required or permitted under ------- this Agreement will be in writing and are valid upon receipt if: delivered personally; sent by certified mail, return receipt requested; sent by telefacsimile with a copy by first-class U.S. mail; or sent by a nationally- recognized overnight courier service. All the notices must be addressed to the parties as follows: If to Sherman: Steven A. Sherman ------------- 4757 E. Greenway Road Suite 103-187 Phoenix, Arizona 85032 Fax: If to Taslimi Group Members: 4015 Holcomb Bridge RD --------------------------- Suite 350-868 Norcross, GA 30092 6. Enforcement. The parties acknowledge and agree that if there is any ----------- breach of this Agreement, including, without limitation, any transfer of Shares by the Taslimi Group Members contrary to the provisions of this Agreement, remedies at law will be inadequate and each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and to such appropriate injunctive relief as may be granted by a court of competent jurisdiction. 2 7. Attorneys' Fees. In the event any party to this Agreement institutes --------------- an action or proceeding to enforce any rights arising out of this Agreement, the party prevailing in that action or proceeding will be paid for all its reasonable costs, expenses and attorneys' fees by the non-prevailing party. Those costs and fees will be determined by the court and not by a jury, and will be included in any judgment entered in that action or proceeding. 8. Consideration. This document sets forth the entire consideration for ------------- this Agreement. The consideration for this Agreement is contractual and not a mere recital. 9. Counterparts. This Agreement may be executed in several counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10. Severability. If any provision of this Agreement is deemed to be ------------ invalid or inoperative for any reason, that provision shall be deemed modified to the extent necessary to make it valid and operative, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated. 11. Statutory Authority. This Agreement is established pursuant to ------------------- Section 218(c) of the Delaware General Corporation Law. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. /s/ Steven A, Sherman 556,580 shares of Company common stock - ----------------------------- Steven A. Sherman /s/ Fereydoun Taslimi 55,000 shares of Company common stock - ----------------------------- Fereydoun Taslimi /s/ Nahid Loudermilk 55,000 shares of Company common stock - ----------------------------- Nahid Loudermilk /s/ Michael Mittel 100,000 shares of Company common stock - ----------------------------- Michael Mittel /s/ Fereydoun Taslimi 17,000 shares of Company common stock - --------------------- Noor Research Corp 3 -----END PRIVACY-ENHANCED MESSAGE-----