Form 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
COMDIAL CORPORATION
(Exact name of issuer as specified in its charter)
P. O. Box 7266, 1180 Seminole Trail, Charlottesville, VA 22906
(Address of principal executive offices)
Issuer's telephone number, including area code: (804) 978-2200
I. CHANGE IN THE NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:
1. Title of security: Common Stock, par value $0.01 per share
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2. Number of shares outstanding before the change: 7,181,440
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3. Number of shares outstanding after the change: 8,181,440
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(Ignoring effect of cash issuable in lieu of fractional shares)
4. Effective date of change: August 11, 1995
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5. Method of change: Public Offering
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Give brief description of transaction:
On August 11, 1995, the Company sold 1,000,000 shares of its
Common Stock, par value $0.01 per share ("Common Stock"), pursuant to
an underwritten public offering of such shares (the "Public
Offering"). The Public Offering was made pursuant to a Registration
Statement of the Company on Form S-2 (Reg. No. 33-60671) covering
3,000,000 shares of Common Stock, of which 1,000,000 shares were sold
by the Company and 2,000,000 shares were sold by a selling stock-
holder. The Registration Statement was originally filed with the
Securities and Exchange Commission on June 28, 1995, and was made
effective on August 7, 1995.
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II. CHANGE IN NAME OF ISSUER
1. Name prior to change: Not applicable
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2. Name after change: Not applicable
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3. Effective date of charter amendments changing name: Not applicable
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4. Date of shareholder approval of changes, if required: Not applicable
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Date: August 15, 1995
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COMDIAL CORPORATION
By: Wayne R. Wilver
(Signature)
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
