As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-60671
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMDIAL CORPORATION
(exact name of Registrant as specified in charter)
DELAWARE 94-244367B
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
1180 SEMINOLE TRAIL
P.O. BOX 7266
CHARLOTTESVILLE, VA 22906
804/978-2200
(Address, including zip code and
telephone number, including area
code of Registrant's executive offices)
ROBERT E. STROUD, ESQ.
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
P.O. BOX 1288
CHARLOTTESVILLE, VA 22902-1298
804/977-2500
(Name, address, including zip code, and telephone
number, including area code of agent for service)
<PAGE>
On June 28, 1995, in connection with a firm commitment underwritten
public offering, Comdial Corporation (the "Registrant") filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-2 (Registration No. 33-60671) (as subsequently amended by Amendment
No. 1 filed with the Commission on August 1, 1995, the "Registration
Statement") covering 3,450,000 shares of the Common Stock, par value $0.01 per
share, of the Registrant ("Common Stock"), including (i) 1,000,000 shares of
Common Stock to be sold by the Registrant, (ii) 2,000,000 shares of Common
Stock to be sold by PacifiCorp Credit, Inc.("PCI"), and (iii) up to 450,000
additional shares of Common Stock held by PCI, as to which PCI had granted the
underwriters a 30-day option to purchase solely to cover over-allotments, if
any (the shares described in clause (iii) of this sentence being hereinafter
referred to as the "Option Shares"). The Commission declared the Registration
Statement effective on August 7, 1995.
The underwriters did not exercise their option to purchase any of the
Option Shares prior to the expiration of the 30-day option period.
Accordingly, the Registrant removes from registration by means of this post-
effective amendment all of such 450,000 shares of Common Stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto authorized, in the City of
Charlottesville, Virginia on November 30, 1995.
COMDIAL CORPORATION
By: William G. Mustain
(Signature)
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
William G. Mustain Chairman of the Board, November 30, 1995
(Signature) President, Chief Executive
Officer and Director
Wayne R. Wilver Senior Vice President, November 30, 1995
(Signature) Chief Financial Officer and
Principal Accounting Officer
A. M. Gleason* Director November 30, 1995
Dianne C. Walker* Director November 30, 1995
John W. Rosenblum* Director November 30, 1995
Michael C. Henderson* Director November 30, 1995
William E. Porter* Director November 30, 1995
*By: Wayne R. Wilver
(Signature)
Attorney-in-fact
