-----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, PsywxAtIz2IXdiRpOoib1VOLIdMmWg+2qVYxRdPdNWq8KYrT3Ip5wwGU5eWp+R+0 JEHQtzrsRewxhJpX/XZnBQ== 0000891092-04-004813.txt : 20041015 0000891092-04-004813.hdr.sgml : 20041015 20041015083653 ACCESSION NUMBER: 0000891092-04-004813 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041014 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMDIAL CORP CENTRAL INDEX KEY: 0000230131 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942443673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0724 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09023 FILM NUMBER: 041079889 BUSINESS ADDRESS: STREET 1: 106 CATTLEMEN ROAD STREET 2: . CITY: SARASOTA STATE: FL ZIP: 34232 BUSINESS PHONE: 941-554-5000 MAIL ADDRESS: STREET 1: 106 CATTLEMEN ROAD STREET 2: . CITY: SARASOTA STATE: FL ZIP: 34232 8-K 1 e19289_8k.txt CURRENT REPORT 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 14, 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 8.01 Other Events On October 14, 2004, Comdial Corporation (the "Company") issued a press release indicating that the Company was notified by NASDAQ that its common stock will continue to be quoted on the OTC Bulletin Board. Comdial previously received notification from Nasdaq that the Company's common stock would be removed because the Company had not yet filed its 10-Q for the quarter ended June 30, 2004, pursuant to the requirements of NASD Rules 6530 and 6540. On October 14, 2004, Comdial did file its 10-Q, thus becoming compliant again with Rules 6530 and 6540. A copy of the press release is furnished herewith as Exhibit 99.1. The information being furnished in this Item 8.01 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 October 14, 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 14, 2004 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release issued by Comdial Corporation on October 14, 2004. 4 EX-99.1 2 e19289ex99-1.txt PRESS RELEASE Exhibit 99.1 Comdial Reports Stock to Remain Quoted on the OTC Bulletin Board SARASOTA, Fla., Oct. 14 /PRNewswire-FirstCall/ -- Comdial Corporation (OTC Bulletin Board: CMDZE), a leading provider of communications solutions for small and midsize enterprises, today reported that it has received notification from Nasdaq that the Company's stock will not be removed from the OTC Bulletin Board ("OTCBB"). As previously announced on September 28, 2004, Comdial was notified by Nasdaq that the Company's stock would be removed due to the delay in filing the Form 10Q for the quarter ended June 30, 2004. Comdial appealed Nasdaq's determination to remove the Company's common stock from the OTCBB by requesting a hearing before the Nasdaq Listing Qualification Panel, which stayed the removal proceedings. The Company's common stock has continued to be quoted on the OTCBB pending resolution of the appeal. Comdial filed its Form 10Q for the quarter ended June 30, 2004 on October 14, 2004 and was notified by Nasdaq today that the Company is now in compliance with the Form 10Q filing requirement necessary for continued quotation on the OTCBB. About COMDIAL Comdial is a converged voice and data communications solutions provider with over 25 years of long-standing success as a leading brand. Focused on superior customer service and reliable communications solutions, Comdial is dedicated to producing best-in-class small to mid-sized enterprise communications products. Through innovative technology and flexibility, Comdial provides comprehensive Internet Protocol(IP) communications solutions tailored to meet each customer's evolving business needs. For more information about Comdial and its communications solutions, please visit the Comdial web site at http://www.comdial.com. Forward-Looking Statements This press release contains statements that may constitute "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including Comdial Corporation's ability to obtain additional funding for its business should such funding become necessary, its ability to maintain market share and to grow in a very competitive market, its ability to develop technologically advanced products to keep pace with many competitors that are much larger and have significantly more resources than Comdial, market acceptance of new products it develops, lower than anticipated demand brought about by continued weakness in telecommunications spending, risk of dilution of the Company's stock from private placement investments, including the financing that was completed in March 2004 and from the private placement that was completed in 2002 as well as any other private investments or public offerings that may occur from time to time, dependence on a relatively small number of large customers, ability to maintain necessary engineering, sales, marketing and other key staff members, the risks associated with the outsourcing of its manufacturing requirements, including international risk factors, its ability to achieve its operational goals and to generate positive cash flow, any unfavorable outcome of pending disputes or litigation, including, but not limited to intellectual property infringement claims that arise from time to time and the various other factors set forth from time to time in Comdial's filings with the SEC, including, but not limited to, Comdial's Form 10-K for the year ended December 31, 2003. Comdial Corporation undertakes no obligation to publicly update or revise the forward-looking statements made in this release to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. SOURCE Comdial Corporation -0- 10/14/2004 /CONTACT: Ken Clinebell, Chief Financial Officer, Comdial Corporation, +1-941-554-5000, ext. 1513 / /Web site: http://www.comdial.com / (CMDZE) CO: Comdial Corporation; Nasdaq ST: Florida IN: OTC CPR TLS FIN SU: -----END PRIVACY-ENHANCED MESSAGE-----