8-K 1 e19769_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): November 16, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On November 18, 2004, Comdial Corporation announced that Travis L. Provow, Director, has resigned from the Company's Board of Directors effective November 16, 2004. Mr. Provow will be succeeded by Inder Tallur. A copy of the press release is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release issued by Comdial Corporation on November 18, 2004 reporting director resignation and succession. The information in this Form 8-K, including the accompanying exhibit, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such a filing. 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: November 18, 2004 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release issued by Comdial Corporation on November 18, 2004 reporting Director resignation and succession. 2