As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-77140
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMDIAL CORPORATION
(exact name of Registrant as specified in charter)
DELAWARE 94-2443673
(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 March 31, 1994, Comdial Corporation (the "Registrant") filed with the
Securities and Exchange Commission (the "Commission") a Registration Statement
on Form S-3 (Registration No. 33-77140) (as subsequently amended by Amendment
No. 1 filed with the Commission on July 12, 1994, the "Registration
Statement") covering up to 2,520,000 shares of the Common Stock, par value
$0.01 per share ("Common Stock") of the Registrant to be offered and sold by
certain stockholders of the Registrant.
Prior to August 7, 1995, a total of 441,292 shares of Common Stock were
offered and sold pursuant to the Registration Statement, leaving 2,078,708
undistributed shares of Common Stock covered by the Registration Statement.
Effective as of August 7, 1995, the Registrant effected a one-for-three
reverse split of its Common Stock. Pursuant to Commission Rule 416(b), the
amount of undistributed pre-split shares of Common Stock deemed to be covered
by the Registration Statement was reduced to 692,902 post-split shares.
In accordance with the undertaking by the Registrant contained in the
Registration Statement pursuant to Item 512(a) of Regulation S-K, the
Registrant removes from registration by means of this post-effective amendment
all of such 692,902 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
*By: Wayne R. Wilver
(Signature)
Attorney-in-fact
