8-K 1 e19214_8k.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): October 1, 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 Sarasota, Florida 34232 ----------------- ----- (Address of principal executive offices) (Zip Code) 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 1.01 Entry into a Material Definitive Agreement On October 7, 2004, Comdial Corporation (the "Company") issued a press release indicating that on October 1, 2004 the Company entered into a Business Loan and Security Agreement (the "Agreement") with a voice and data solutions provider (the "Borrower"). Per the Agreement, Comdial loaned the Borrower $800,000, bearing interest at 8 percent; with a maturity date of September 30, 2005. The loan is secured by all of the assets of the Borrower and certain other collateral. As part of the Agreement, Comdial received warrants to purchase an equity interest equal to 3% of the outstanding common stock of the Borrower. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished 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 October 7, 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: October 7, 2004 3 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release issued by Comdial Corporation on October 7, 2004. 4