8-K 1 e19134_8-k.txt FORM 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): September 28, 2004 COMDIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-9023 94-2443673 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 106 Cattlemen Road 34232 Sarasota, Florida (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (941) 554-5000 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 (see General Instruction A.2. below): |_| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On September 28, 2004, Comdial Corporation (the "Company") issued a press release indicating it will appeal Nasdaq's determination to delist the Company's common stock from the OTC Bulletin Board. Comdial received notification from Nasdaq that Comdial's common stock will be delisted because the Company has not yet filed its 10-Q for the quarter ended June 30, 2004, pursuant to the requirements of NASD Rules 6530 and 6540. As previously announced on August 26, 2004, the delay in filing is due to a continuing analysis of the accounting and financial reporting for various items related to the Company's private placements. The Company is currently working with Comdial's external auditors to resolve such accounting treatment and will file its financial statements as soon as practicable. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished in this Item 3.01 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release issued by Comdial Corporation on September 28, 2004. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. COMDIAL CORPORATION By: /s/ Kenneth M. Clinebell ---------------------------- Kenneth M. Clinebell Chief Operating Officer Chief Financial Officer and Senior Vice President Dated: September 28, 2004 3 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release issued by Comdial Corporation on September 28, 2004. 4