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As filed with the Securities and Exchange Commission on February 4, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
eOn Communications Corporation
(Formerly Cortelco Systems, Inc.)
(Name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 3661 62-1482176
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
</TABLE>
4119 Willow Lake Blvd.
Memphis, TN 38118
(901) 365-7774
(Address and telephone number of principal executive offices and principal
place of business)
J. Michael O'Dell
President and Chief Executive Officer
eOn Communications Corporation
4119 Willow Lake Blvd.
Memphis, TN 38118
(901) 365-7774
(Name, address and telephone number of agent for service)
Copies to:
James C. Kitch, Esq. Victor A. Hebert, Esq.
COOLEY GODWARD LLP HELLER EHRMAN WHITE & MCAULIFFE
Five Palo Alto Square 601 S. Figueroa Street
3000 El Camino Real Los Angeles, California 90017
Palo Alto, California 94036 (213) 689-0200
(650) 843-5000
____________________
Approximate date of proposed sale to the public: As soon as practicable
after the registration statement becomes effective.
____________________
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-77021
-
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registerd(1) Per Share(2) Price(2) Registration Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value...... 690,000 $12.00 $ 8,280,000 $2,186
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(1) Includes 90,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
(3) 3,450,000 shares were registered under SEC File No. 333-77021, of which a
filing fee of $10,930 was previously paid and an additional amount of
$1,346 was previously paid.
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EXPLANATORY NOTE
This registration statement relates to the initial public offering of
common stock of eOn Communications Corporation contemplated by a Registration
Statement on Form S-1 (SEC File No. 333-77021), as amended (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such initial public offering by 600,000 shares plus up to 90,000
additional shares that may be sold pursuant to the Underwriter's overallotment
option. The contents of the Prior Registration Statement are hereby incorporated
by reference.
1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee, on the 4th day of February, 2000.
eOn Communications Corporation
By: /s/ J. Michael O'Dell
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J. Michael O'Dell
President and Chief Executive Officer
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates stated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ J. Michael O'Dell President, Chief Executive Officer and Director February 4, 2000
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J. Michael O'Dell (Principal Executive Officer)
/s/ Stephen N. Samp Vice President of Finance and Administration February 4, 2000
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Stephen N. Samp Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
* Chairman of the Board February 4, 2000
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David S. Lee
* Director February 4, 2000
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Stephen R. Bowling
* Director February 4, 2000
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Robert P. Dilworth
* Director February 4, 2000
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Jenny Hsui Theleen
* Director February 4, 2000
- -----------------------------------
W. Frank King
By: /s/ J. Michael O'Dell
-------------------------------
J. Michael O'Dell
Attorney-in-Fact
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2.
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EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------
1.1* Form of Underwriting Agreement.
5.1 Opinion of Cooley Godward LLP and Baker, Donelson, Bearman and
Caldwell, a Professional Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Brock and Company, CPA's, P.C.
23.3 Consent of Cooley Godward LLP. (See Exhibit 5.1)
24.1* Power of Attorney.
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* Incorporated by reference from the Registration Statement on Form S-1, as
amended (SEC File No. 333-77021).
1.
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Exhibit 5.1
[LOGO OF COOLEY GODWARD LLP GOES HERE]
February 3, 2000
eOn Communications Corporation
4119 Willow Lake Boulevard
Memphis, TN 38118
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by eOn Communications Corporation, a Delaware corporation (the
"Company"), of a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") to be
filed with the Commission pursuant to Rule 462(b) under the Securities Act of
1933, as amended, covering the underwritten public offering of up to 690,000
shares of the common stock of the Company (the "Common Stock") (which includes
90,000 shares of the Common Stock for which the underwriters have been granted
an over-allotment option), of which up to 640,000 shares of the Common Stock are
to be issued and sold by the Company (the "Company Shares") (which includes
90,000 shares of Common Stock for which the underwriters have been granted an
over-allotment option) and up to 50,000 shares of the Common Stock are to be
sold by certain stockholders, as described in the Registration Statement.
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, as amended,
and the Company's Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below; and (ii) assumed that the shares of the
Common Stock will be sold by the underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company. We have also
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Company Shares, when sold, issued and paid for in accordance with the
Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ James C. Kitch
--------------------------
James C. Kitch
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February 4, 2000
Board of Directors
eOn Communications Corporation
4119 Willow Lake Blvd.
Memphis, TN 38118
Gentlemen:
We have acted as corporate counsel to eOn Communications Corporation, a
Delaware corporation (the "Company"), in connection with its preparation and
filing of its Registration Statement on Form S-1 (the "Registration Statement")
with the Securities and Exchange Commission relating to the proposed public
offering and sale of up to 3,600,000 shares (4,140,000 shares if the
underwriters' over-allotment option is exercised in full) of the Company's
common stock, $.001 par value per share, of which up to 2,790,000 shares of the
common stock are to be issued and sold by the Company (the "Company Shares")
(including 390,000 shares of common stock for which the underwriters have been
granted an over-allotment option) and up to 810,000 shares of the common stock
are to be sold by certain stockholders as described in the Registration
Statement (the "Selling Stockholder Shares") (including 150,000 shares of common
stock for which the underwriters have been granted an over-allotment option).
This opinion letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K in connection with the
Registration Statement.
In delivering this opinion, we have examined such documents as we have
deemed necessary, including copies of the following documents:
1. an executed copy of the Registration Statement and all amendments
thereto;
2. the Certificate of Incorporation of the Company, as amended;
3. the Bylaws of the Company, as amended;
4. records of the corporate proceedings taken to date with respect to the
authorization, issuance and sale of the Selling Stockholder Shares;
and
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Board of Directors
February 4, 2000
Page 2
5. a form of Underwriting Agreement to be executed among the Company, the
Selling Stockholders (as defined therein) and the underwriters to be named
therein.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as certified, telecopies, photostatic or
reproduced copies.
Based upon and limited by the foregoing, and subject to the following
qualifications and limitations, we are of the opinion that, as of the date
hereof, the Selling Stockholder Shares are validly issued, fully paid and non-
assessable.
This opinion letter has been prepared solely for your use in connection
with the filing of the Registration Statement on the date of this opinion letter
and should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm. Our opinions are limited in all
respects to the substantive law of the State of Tennessee, and accordingly, we
express no opinion as to the laws of any other state or jurisdiction.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
A Professional Corporation
By: /s/ Desiree Franklin
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
We consent to the incorporation by reference in this Registration Statement of
eOn Communications Corporation of our report dated September 16, 1999 and
included in Amendment No. 8 to Registration Statement No. 333-77021 of eOn
Communications Corporation (formerly Cortelco Systems, Inc.) on Form S-1.
Our audits of the financial statements referred to in our aforementioned report
also included the consolidated financial statement schedule of eOn
Communications Corporation and subsidiaries, listed in Item 16(b) of
Registration Statement No. 333-77021. This financial statement schedule is the
responsibility of eOn Communications Corporation's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche LLP
Memphis, Tennessee
February 3, 2000
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Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement on Form S-1 of eOn
Communications Corporation, formerly Cortelco Systems, Inc., on Form S-1 of our
report on the financial statements of BCS Technologies, Inc., dated March 5,
1999, appearing in Registration Statement on Form S-1 (SEC File No. 333-
77021), as amended, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of the Registration Statement.
/s/ Brock and Company, CPAs, P.C.
Certified Public Accountants
Littleton, Colorado
February 4, 2000
