-----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, BcTFGdKVNqjH10yT95+dx0+iRrHFNE3Z/zdi+0iIbtkr70cqo3MgbucvvqM5LXLy LqnrdsoN0N+Y4gVR4l82Zw== /in/edgar/work/0000950147-00-001557/0000950147-00-001557.txt : 20001011 0000950147-00-001557.hdr.sgml : 20001011 ACCESSION NUMBER: 0000950147-00-001557 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VODAVI TECHNOLOGY INC CENTRAL INDEX KEY: 0000949491 STANDARD INDUSTRIAL CLASSIFICATION: [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: 737253 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: LG ELECTRONICS INC CENTRAL INDEX KEY: 0000948343 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 YOLDO-DONG, YOUNGDUNGPO-GU STREET 2: SEOUL 150-721 CITY: KOREA ZIP: 00000 BUSINESS PHONE: 82237772916 MAIL ADDRESS: STREET 1: 20 YOLDO-DONG, YOUNGDUNGPO-GU STREET 2: SEOUL 150-721 CITY: KOREA ZIP: 00000 SC 13D 1 0001.txt SCHEDULE 13D OF LG ELECTRONICS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Vodavi Technology, Inc. ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 92857V 10 2 -------------- (CUSIP Number) Yong Ho, Lee LG Electronics Inc. LG Twin Towers 20, Yoido-dong, Youngdungpo-gu Seoul, 150-721, Korea -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 4, 2000 ------------------------------------------------------- (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-1(f) 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) (1) 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). - --------------------- ----------------- CUSIP NO. 92857V 10 2 13D Page 2 of 5 Pages - --------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LG Electronics Inc. -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Korea -------------------------------------------------------------------------- 7 SOLE VOTING POWER 862,500 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 862,500 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 862,500 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- ----------------- CUSIP NO. 92857V 10 2 13D Page 3 of 5 Pages - --------------------- ----------------- ITEM 1. SECURITY AND ISSUER Title of Class of Equity Security: Common Stock Principal Executive 0ffices of Issuer: Vodavi Technology, Inc. 8300 East Raintree Drive Scottsdale, Arizona 85260 ITEM 2. IDENTITY AND BACKGROUND (a) Name: LG Electronics Inc., a Korean corporation ("LGE") (b) Business address: LG Twin Towers 20, Yoido-dong, Youngdungpo-gu, Seoul, 150-721, Korea (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: LGE is a diversified electronics company that manufactures and sells a variety of products including home appliances, multimedia products, computer monitors, and audio/video products. (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations oz similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case: None (e) Whether or not, during the last five years, such person was 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 or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree, or final order: None (f) Citizenship: Korea ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION LGE acquired the shares of the Issuer's Common Stock in connection with the merger of its minority owned subsidiary, LG Information & Communications, Ltd. ("LGIC"), with and into LGE on September 4, 2000. ITEM 4. PURPOSE OF TRANSACTION LGE holds the Issuer's Common Stock for investment purposes. Prior to the merger, the Issuer obtained certain of its telephone systems, commercial grade telephones and replacement parts for such telephones from LGIC, and subsequent to the merger the Issuer will continue to obtain those products from LGE. LGE has no formal commitments to support the business or operations of the Issuer. (a) through (j) - Not Applicable - --------------------- ----------------- CUSIP NO. 92857V 10 2 13D Page 4 of 5 Pages - --------------------- ----------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The reporting person beneficially owns 862,500 shares of Common Stock representing approximately 20.0% of the Issuer's outstanding Common Stock. (b) Sole Power to Vote: 862,500 shares of Common Stock Shared Power to Vote: None Sole Power to Dispose: 862,500 shares of Common Stock Shared Power to Vote: None (c) The reporting person did not effect any transactions of the Issuer's Common Stock in the 60 days prior to the filing date of this Schedule 13D. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the merger with LGIC, LGE acquired LGIC's rights under a stockholders' agreement with the Issuer, the Issuer's wholly owned subsidiary Vodavi Communications Systems, Inc. ("VCS"), and certain other stockholders. 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 Issuer's issued and outstanding Common Stock, LGE will have the right to purchase a sufficient number of shares 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. In addition, as long as LGE owns 8% or more of the outstanding Common Stock of the Issuer, the other parties to the stockholders' agreement have agreed to vote their shares in favor of election of at least one designee of LGE 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 an 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. - --------------------- ----------------- CUSIP NO. 92857V 10 2 13D Page 5 of 5 Pages - --------------------- ----------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Stockholders' Agreement among the Issuer, V Technology Holdings Corp, Goldstar Telecommunication Co., Ltd., The Sherman Group, The Opportunity Fund, Steven A. Sherman, and Glenn R. Fitchet, March 28, 1994, and Amendment Agreement dated April 5, 1995(1). - ---------- (1) Incorporated by reference to the Issuer's Registration Statement on Form S-1 and amendments thereto (Registration No. 33-95926), which became effective on October 6, 1995. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 6, 2000 /s/ Yong Ho, Lee - --------------- ---------------------------------- Date Signature Yong Ho, Lee, Financial Director ---------------------------------- Name/Title ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----