COMDIAL CORP, 424A, 1995-07-12

COMDIAL CORP
424A, 1995-07-12
TELEPHONE & TELEGRAPH APPARATUS

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<PAGE>
Filed Pursuant to Rule 424(a)
Registration No. 33-60671
--------
SUBJECT TO COMPLETION, DATED JULY 10, 1995

3,000,000 Shares

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IMAGE OMITTED
(COMDIAL LOGO)
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Common Stock

Of the 3,000,000 shares of Common Stock offered hereby, 1,000,000 shares are
being sold by Comdial Corporation (the "Company") and 2,000,000 shares are being
sold by a selling stockholder (the "Selling Stockholder"). The Company will not
receive any proceeds from the sale of shares by the Selling Stockholder.

The Common Stock is included for trading on the Nasdaq National Market under
the symbol "CMDL." The Board of Directors of the Company has authorized and
submitted to the stockholders for approval on July 28, 1995, a one-for-three
reverse stock split of the Company's Common Stock, to be effective on the date
of this Prospectus. Except as otherwise indicated, all share and per share data
herein have been adjusted to reflect such reverse stock split. On July 7, 1995,
the closing price of the Common Stock as reported on the Nasdaq National Market
was $3.94 per share, or the equivalent of $11.81 per share as adjusted to
reflect the reverse stock split. See "Price Range of Common Stock."

For a discussion of certain material factors that should be considered in
connection with an investment in the Common Stock, see "Risk Factors" commencing
on page 6 hereof.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Underwriting Proceeds
Price to Discounts and Proceeds to to Selling
Public Commissions (1) Company (2) Stockholder (2)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share .... $ $ $ $
Total (3) .... $ $ $ $
- -------------------------------------------------------------------------------------
<FN>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933,
as amended. See "Underwriting."

(2) Before deducting offering expenses estimated to be approximately $170,000
payable by the Company and approximately $340,000 payable by the Selling
Stockholder.

(3) The Selling Stockholder has granted to the Underwriters a 30-day option to
purchase up to 450,000 additional shares of Common Stock solely to cover
over-allotments, if any, on the same terms and conditions as the shares
offered hereby. If such option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions, and Proceeds to the Selling
Stockholder will be $_____, $_____ and $_____ , respectively. See
"Underwriting."

</TABLE>

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of such
shares will be made at the offices of Rodman & Renshaw, Inc., New York, New
York, on or about August , 1995.

Rodman & Renshaw, Inc.

The date of this Prospectus is August , 1995.
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the Commission, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
copies of such reports, proxy statements, and other information concerning the
Company may also be inspected and copied at the library of the Nasdaq National
Market, 1735 K Street, N.W., Washington, D.C. 20006, upon which the Common Stock
of the Company is listed.

The Company has filed with the Commission a Registration Statement on Form
S-2 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock being offered pursuant to
this Prospectus. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement and the documents
incorporated herein by reference which may be examined without charge at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies thereof may be obtained from the
Commission upon payment of the prescribed fees. Statements contained in this
Prospectus or in any document incorporated herein by reference as to the
contents of any contract or document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement or such
other document, each such statement being qualified in all respects by such
reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission (File No. 0-9023) pursuant
to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K, for the fiscal year ended December
31, 1994 excluding financial statements which are included elsewhere herein
and which have been restated to reflect the effect of a proposed
one-for-three reverse stock split;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended April 2,
1995 excluding financial statements which are included elsewhere herein and
which have been restated to reflect the effect of a proposed one-for-three
reverse stock split;

3. The Company's Proxy Statement dated April 4, 1995 relating to an Annual
Meeting of Stockholders held April 27, 1995; and

4. The Company's Proxy Statement dated June 28, 1995 relating to a Special
Meeting of Stockholders to be held on July 28, 1995.

Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus and the
Registration Statement of which it is a part to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus or such Registration Statement.

The Company will provide, without charge, upon written or oral request from
any person to whom a copy of the Prospectus is delivered, a copy of any of the
documents incorporated herein by reference in this Prospectus, not including
exhibits to such documents. Such requests should be directed to Comdial
Corporation, 1180 Seminole Trail, Charlottesville, VA 22901, Attention: Wayne R.
Wilver, telephone (804) 978-2200.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME. IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS
AND SELLING GROUP MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE
WITH RULE 10b-6A UNDER THE SECURITIES EXCHANGE
<PAGE>
ACT OF 1934. SEE "UNDERWRITING."

COMDIAL(Registered Trademark), DigiTech(Registered Trademark), DXP(Registered
Trademark), HoTelephone(Registered Trademark), InnTouch(Registered Trademark),
Enterprise(Trademark), Enterprise for Telephoney Services(Trademark),
ExecuMail(Trademark), ExecuTech(Trademark), Impact(Trademark) QuickQ(Trademark),
Scout(Trademark), Solo(Trademark), Tracker(Trademark), Unisyn(Trademark), and
Voice Express(Trademark) are trademarks of the Company. This Prospectus also
contains trademarks and trade names of other companies.

<PAGE>

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IMAGES OMITTED
SCHEMATIC TELEPHONE SYSTEM
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<PAGE>

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IMAGES OMITTED
PICTURES OF COMDIAL PRODUCTS
PLACED RANDOMLY ON THE PAGE
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<PAGE>
PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and financial statements
(including the notes thereto) appearing elsewhere in this Prospectus and
incorporated herein by reference. Unless otherwise indicated, all share, per
share, and financial information set forth herein reflects the one-for-three
reverse stock split of the Company's Common Stock to be effective on the date of
this Prospectus and assumes a public offering price of $11.81 per share, and no
exercise of the Underwriters' over-allotment option. Unless the context requires
otherwise, references in this Prospectus to the "Company" refer to Comdial
Corporation, its subsidiaries, and predecessors.

The Company

The Company designs, manufactures, and markets small to medium sized business
telecommunications systems which support up to approximately 200 telephones. The
Company believes that it is a leading supplier to this market, with an installed
base estimated to be in excess of 200,000 telephone systems and 2,000,000
telephones. The Company's products include digital and analog telephone switches
and telephones, as well as a wide range of product enhancements to the Company's
telephone systems. The Company's recent growth has occurred principally as a
result of digital telephone systems introduced by the Company since 1992. These
digital products provide end users with the ability to utilize evolving
telecommunications technologies, including those arising from the convergence of
telephone systems and computers, or computer-telephony integration ("CTI").

The Company's business strategy is to maintain its position in its core
business of delivering advanced telecommunications systems by continuing to
expand its distribution network, targeting organizations requiring small to
medium sized telecommunications systems, and providing a broad range of
products. In addition, the Company's growth strategy includes expansion of its
international markets and furthering its position as a leader in the emerging
market for CTI system solutions.

As a result of this business strategy, the Company has experienced
substantial increases in net sales and net income since 1993. Net sales
increased 11.6% from $69.1 million in 1993 to $77.1 million in 1994. Similarly,
net sales increased 26.5% from $17.6 million in the first quarter of 1994 to
$22.3 million in the first quarter of 1995. Net income applicable to common
stock before extraordinary items increased 25.7% from $2.4 million in 1993 to
$3.0 million in 1994, and 113.6% from $0.5 million in the first quarter of 1994
to $1.1 million in the first quarter of 1995.

The Company has established an extensive two-tiered distribution network,
whereby the Company sells its products to wholesale supply houses which in turn
sell the Company's products to approximately 7,400 independent dealers. These
dealers market the Company's products to small to medium sized organizations and
divisions of larger organizations. The Company's sales force seeks to recruit,
train, and support dealers to facilitate and encourage dealers' promotion and
sale of the Company's products. This distribution network enables the Company to
virtually eliminate bad debt exposure and minimize administration, credit
checking, sales expenses, and finished goods inventory levels, while achieving
broad geographic penetration and access to some of the fastest growing markets
in the country. In addition, this dealer network assures end users of local
sales representation, maintenance, support, and ready availability of the
Company's products.

The Company is positioning itself as a leader in the rapidly growing market
for CTI applications by supporting recently established industry standards,
promoting third-party software developers, and designing several new systems
using CTI applications. According to trade sources, since 1994 the Company has
been among the first manufacturers to produce a product which was compatible
with the Telephony Services Application Programming Interface ("TSAPI") standard
created by Novell, Inc. ("Novell"), bundle Novell's telephony services software
with the Company's

<PAGE>

software application interface, and demonstrate a prototype working interface
card for Microsoft Corporation's Telephone Application Programming Interface
("TAPI"). The Company supports third-party software developers by providing a
CTI development facility at the Company's offices. The Company also offers an
opportunity for third-party software developers to distribute their application
software packages through the Company's dealer network by means of a Company
produced catalog featuring CTI applications. The Company has introduced various
CTI applications for specific markets such as hospitality, emergency services,
and call centers.

The Company was originally incorporated in Oregon in 1977 and was
reincorporated in Delaware in 1982. Its principal office and manufacturing
facility is located at 1180 Seminole Trail, Charlottesville, Virginia 22901 and
its telephone number is (804) 978-2200.

The Offering

Common Stock Offered by the Company ...................... 1,000,000 shares
Common Stock to be Offered by the Selling Stockholder ... 2,000,000 shares
Common Stock to be Outstanding after the Offering ....... 8,085,529 shares (1)
Use of Proceeds .......................................... To redeem 750,000
shares of Series A
Preferred Stock and
for general
corporate and
working capital
purposes.
Nasdaq National Market Symbol ............................ "CMDL"

(1) Excludes 491,255 shares of Common Stock reserved for issuance upon
exercise of currently outstanding options granted under the Company's stock
option plans. For a description of the Company's stock option plans, see Note 11
of Notes to Consolidated Financial Statements.

<PAGE>
Summary Financial Data
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended December 31, Quarter Ended
--------------------------- -----------------
April 3, April 2,
1992(1) 1993(2) 1994 1994 1995
------ ------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Statement of Operations Data:
Net sales ..................................... $70,897 $69,099 $77,145 $ 17,639 $22,316
Gross profit .................................. 20,685 21,614 24,727 5,866 7,124
Operating income .............................. 3,072 5,385 5,667 1,143 1,737
Income before extraordinary item (3) ......... 884 2,416 3,614 615 1,230
Extraordinary item, write-off of debt issuance
cost .......................................... -- -- (389) (389) --
Net income .................................... 884 2,416 3,225 226 1,230
Dividends on preferred stock .................. -- -- 577 106 143
Net income applicable to common stock ........ $ 884 $ 2,416 $ 2,648 $ 120 $ 1,087

Selected Per Share Data:
Income before extraordinary item .............. $ 0.13 $ 0.35 $ 0.42 $ 0.07 $ 0.15
Extraordinary item ............................ -- -- (0.05) (0.05) --
Net income per common share ................... $ 0.13 $ 0.35 $ 0.37 $ 0.02 $ 0.15
Weighted average common shares outstanding ... 6,738 6,935 7,231 7,247 7,216
</TABLE>

At April 2, 1995
-----------------------
Actual As Adjusted(4)
------- ---------
Selected Balance Sheet Data:
Working capital ............................. $12,282 $15,643
Total assets ................................ 43,729 47,090
Long-term debt, excluding current maturities 3,988 3,988
Preferred stockholders' equity .............. 7,500 --
Common stockholders' equity ................. 14,795 25,656

(1) Net sales include approximately $6,474,000 relating to revenues of a
residential telephone product line that was sold in July 1992. Included in
net income is a gain of approximately $791,000 resulting from the sale of
such product line.

(2) Net income per common share and weighted average number of common shares
outstanding were $0.34 and 7,158,000, respectively, on a fully diluted
basis. There was no difference in primary and fully diluted share data in
any other year presented.

(3) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Income Tax Loss Carryforwards."

(4) Adjusted to reflect receipt by the Company of estimated net proceeds from
the issuance of 1,000,000 shares. See "Use of Proceeds" and
"Capitalization."

<PAGE>
RISK FACTORS

In evaluating an investment in the Common Stock being offered hereby,
investors should consider carefully, among other things, the following risk
factors, as well as the other information contained in this Prospectus and the
documents incorporated herein by reference.

Technological Change and Dependence on New Products

The market for the Company's systems and products is characterized by rapid
technological change and continuing demand for new products. Accordingly, the
timely introduction of new products and product features, as well as new
telecommunications applications such as computer-telephony integration are
expected to be a major factor in the Company's continued success. Market needs
and expectations will require the Company to continue to identify, develop, and
sell new products and features that keep pace with technological developments
and competitive pressures. In addition, technological difficulties occasionally
inherent in new products and the time necessary to stabilize new product
manufacturing costs may adversely affect operating costs. There can be no
assurance that the Company's new products will achieve market acceptance, or
that the Company will be able to continue to develop new products, technologies,
and applications as required by changing market needs in the future. See
"Business -- Industry Background."

Dependence on Component Suppliers

Although the Company uses standard parts and components in the manufacture of
its products, certain electronic components used in the Company's systems,
including certain microprocessor and memory chips, are currently available from
a single source or a limited number of outside electronic component
manufacturers and distributors. Currently, the Company has multiple sources for
most electronic components, but has single sources for a few unique parts such
as custom integrated circuits. The Company does not have a long-term agreement
with any supplier of components. In addition, the Company obtains certain
electronic components from a limited number of manufacturers located outside of
the United States which are subject to changes in governmental policies,
imposition of tariffs, import restrictions, and other factors beyond the
Company's control. Although the Company has not experienced any material
difficulties in obtaining supplies in the past, there can be no assurance that
the Company will not experience delay in delivery or absence of supply from
existing sources or the inability to develop alternative sources, if and when
required in the future, which could materially and adversely affect operating
results.

Competition

The market for the Company's products is highly competitive. The Company
competes with approximately 20 companies, many of which have significantly
greater financial, marketing, and technical resources than the Company. In
addition, the Company must compete to attract and retain dealers for its
products. There can be no assurance that the Company will be able to compete
successfully in the marketplace or that the Company will be able to maintain its
current dealer network. See "Business -- Competition."

Fluctuations in Quarterly Revenues

The Company's revenues may vary from quarter to quarter due to a variety of
factors, including the timing of customer orders, the introduction of new
products by the Company or its competitors, domestic and international pricing
pressures as well as general economic conditions. The Company typically operates
with relatively little backlog, and substantial amounts of its revenues in each
quarter ordinarily come from orders received in that quarter.

Potential Intellectual Property Infringements; Limited Protection

<PAGE>
technology which is the subject of the asserted infringement, any of which could
have a material adverse effect on the Company's business. Moreover, the Company
relies upon copyright, trademark, and trade secret protection to protect the
Company's proprietary rights in its products. There can be no assurance that
these protections will be adequate to deter misappropriation of the Company's
technologies or independent third-party development of similar technologies. See
"Business -- Intellectual Property."

Dependence on Highly Skilled Personnel

The Company believes that its future success depends in large part upon its
ability to attract and retain highly skilled technical employees to oversee
product development and engineering functions. To date, the Company generally
has not experienced difficulty in recruiting capable individuals to fill these
positions other than certain positions for software engineers, as to which the
Company has been able to obtain the services of technical consultants as needed
for any particular project. However, competition for highly-skilled personnel is
intense, and there can be no assurance that the Company will be able to continue
to recruit capable technical employees and engineers in the future, or to secure
technical consultants when needed on reasonable terms.

<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,000,000 shares of
Common Stock being offered by the Company are estimated to be approximately
$10,860,540 after deducting the underwriting discounts and estimated offering
expenses payable by the Company. The Company will not receive any of the
proceeds from the shares offered by the Selling Stockholder.

The Company plans to use $7,500,000 of the net proceeds of the offering to
redeem 750,000 shares of Series A 7 1/2 % Cumulative Convertible Redeemable
Preferred Stock ("Series A Preferred Stock") currently held by PacifiCorp
Credit, Inc. ("PCI"), an affiliate of the Company. The outstanding shares of
Series A Preferred Stock may be redeemed at the option of the Company, in whole
or in part, at any time upon not less than 30 days nor more than 90 days prior
written notice, at a redemption price equal to $10.00 per share plus any
accumulated but unpaid dividends. The Company intends to use the balance of the
net proceeds for general corporate and working capital purposes. PCI has agreed
with the Company, until the earlier of the redemption of the Series A Preferred
Stock or October 1, 1995, to waive (i) the notice period required to redeem the
Series A Preferred Stock, (ii) PCI's right to convert the Series A Preferred
Stock into Common Stock, and (iii) certain rights to demand registration of
other shares of Common Stock owned by PCI which are not included in the
offering, including, but not limited to, registration rights PCI may possess
under a warrant agreement. In such connection, PCI has also consented to the
filing by the Company of a post-effective amendment to a Form S-3 Registration
Statement, originally filed by the Company in July 1994, in order to remove from
registration 2,000,000 shares of Common Stock owned by PCI covered thereby. Such
amendment shall be effective no earlier than the effective date of the
Registration Statement of which this Prospectus is a part.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is listed on the Nasdaq National Market under the
trading symbol "CMDL." The following table sets forth, for the quarters
indicated, the high and low last sale prices for the Company's Common Stock on
the Nasdaq National Market:

<TABLE>
<CAPTION>
High Low
------- ------
<S> <C> <C>
Year Ended December 31, 1993:
First Quarter ............................. $3 3/16 $1 5/16
Second Quarter ............................ 3 3/8 2 7/16
Third Quarter ............................. 3 2 1/4
Fourth Quarter ............................ 11 1/16 2 1/4
Year Ended December 31, 1994:
First Quarter ............................. $12 3/16 $8 1/4
Second Quarter ............................ 9 3/8 6
Third Quarter ............................. 8 7/16 6
Fourth Quarter ............................ 10 1/8 5 7/16
Year Ended December 31, 1995:
First Quarter ............................. $9 $6 3/4
Second Quarter ........................... 14 5/8 7 7/8
Third Quarter (through July 7, 1995)....... 12 3/8 11 3/16
</TABLE>

On July 7, 1995, the last reported sale price for the Company's Common Stock
on the Nasdaq National Market was $11.81 per share. As of June 23, 1995, there
were 2,102 stockholders of record of the Common Stock.

<PAGE>
DIVIDEND POLICY

Pursuant to the terms of the Series A Preferred Stock, the holders of shares
of Series A Preferred Stock, in preference to the holders of the Company's
Common Stock, are entitled to receive, when, as, and if declared by the Board of
Directors, out of Company funds legally available for the payment of dividends,
quarterly dividends per share payable in cash in the following amounts: $0.19 on
the last day of March, $0.19 on the last day of June, $0.19 on the last day of
September, and $0.18 on the last day of December each year. Since March 1994,
the Company has paid such quarterly dividends on the outstanding shares of
Series A Preferred Stock.

To date, the Company has not paid any cash dividends on outstanding shares of
Common Stock. The Company currently intends to retain future earnings in order
to provide funds for operation and expansion of its business and, accordingly,
does not anticipate paying cash dividends on the Common Stock in the foreseeable
future. Any determination as to the payment of dividends is at the discretion of
the Company's Board of Directors and will depend on the Company's financial
condition, results of operations, capital requirements, contractual restrictions
on payment of dividends (if any), economic and market conditions, and such other
factors as the Board of Directors deems relevant. The Company's loan agreement
currently restricts the payment of cash dividends, except on the Series A
Preferred Stock.

CAPITALIZATION

The following table sets forth the capitalization of the Company at April 2,
1995, and as adjusted to reflect the sale of 1,000,000 shares of Common Stock
offered by the Company hereby. This table should be read in conjunction with the
financial statements and related notes appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
At April 2, 1995
Actual As Adjusted
-------- ------------
(In thousands)
<S> <C> <C>
Long-term debt, excluding current maturities ......................... $ 3,988 $3,988
Stockholders' equity: ................................................
Series A 7 1/2 % preferred stock ($10.00 par value), (authorized
2,000 shares; issued: 750 shares, no shares as adjusted) ....... 7,500 --
Common stock ($0.01 par value) and paid-in capital (authorized
30,000 shares; issued: 7,036 shares, 8,036 shares as
adjusted) (1) .................................................... 100,517 111,378
Other .............................................................. (973) (973)
Accumulated deficit ................................................ (84,749) (84,749)
Total stockholders' equity ......................................... 22,295 25,656
Total capitalization ............................................. $ 26,283 $29,644
<FN>

(1) Excludes 548,706 shares of Common Stock reserved for issuance upon exercise
of currently outstanding options granted under the Company's stock option
plans. For a description of the Company's stock option plans, see Note 11 of
Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
(In thousands, except per share)

The following selected consolidated financial data for and as of the five
years ended December 31, 1994 are derived from the Company's audited
consolidated financial statements. The selected financial data as of April 2,
1995 and for the quarters ended April 2, 1995 and April 3, 1994 have been
derived from unaudited financial statements of the Company, which, in the
opinion of management, include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for such
periods. The results of the quarter ended April 2, 1995 are not necessarily
indicative of the results to be expected for the entire year. The data set forth
below should be read in conjunction with the Company's consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing elsewhere herein.

Year Ended December 31, Quarter Ended
---------------------------------------------------- -------------------
April 3, April 2,
1990 1991 1992 1993(1) 1994 1994 1995
------- ------- ------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Statement of Operations Data:
Net sales (2) .............................. $83,957 $66,914 $70,897 $69,099 $77,145 $ 17,639 $22,316
Costs of goods sold ........................ 62,845 48,103 50,212 47,485 52,418 11,773 15,192
Gross profit ............................... 21,112 18,811 20,685 21,614 24,727 5,866 7,124
Operating expenses: ..........................
Selling, general and administrative ..... 12,184 13,040 13,829 12,805 15,128 3,739 4,344
Engineering, research and development .... 3,903 3,343 3,784 3,424 3,932 984 1,043
Operating income ........................... 5,025 2,428 3,072 5,385 5,667 1,143 1,737
Interest expense ........................... 3,358 2,921 2,564 2,420 1,267 392 273
Other expense (income) (3) ................. 336 378 (389) 420 670 114 194
Income (loss) before income taxes and
extraordinary item ....................... 1,331 (871) 897 2,545 3,730 637 1,270
Income tax expense (4) ..................... 587 -- 13 129 116 22 40
Income (loss) from continuing operations ... 744 (871) 884 2,416 3,614 615 1,230
Extraordinary items and loss from
discontinued operations (5) .............. 270 -- -- -- (389) (389) --
Net income (loss) .......................... 1,014 (871) 884 2,416 3,225 226 1,230
Dividends on preferred stock ................ -- -- -- -- 577 106 143
Net income (loss) applicable to common stock $ 1,014 $ (871) $ 884 $ 2,416 $ 2,648 $ 120 $ 1,087
Selected Per Share Data:
Income (loss) from continuing operations .. $ 0.12 $ (0.15) $ 0.13 $ 0.35 $ 0.42 $ 0.07 $ 0.15
Extraordinary items and loss from
discontinued operations (4)................. 0.05 -- -- -- (0.05) (0.05) --
Net income (loss) per common share ........... $ 0.17 $ (0.15) $ 0.13 $ 0.35 $ 0.37 $ 0.02 $ 0.15
Weighted average common shares outstanding .. 5,984 5,964 6,738 6,935 7,231 7,247 7,216

</TABLE>

Year Ended December 31,
-------------------------------------------------- April 2,
1990 1991 1992 1993 1994 1995
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Working capital ............................. $ 8,499 $13,927 $12,404 $14,943 $11,631 $12,282
Total assets ................................ 44,163 41,412 41,747 44,803 42,260 43,729
Long-term debt, excluding current maturities 16,819 22,866 21,072 18,943 4,737 3,988
Preferred stockholders' equity .............. -- -- -- -- 7,500 7,500
Common stockholders' equity.................. 6,994 6,343 7,511 10,750 13,543 14,795
<FN>

(1) Net income per common share and weighted average number of common shares
outstanding were $0.34 and 7,158,000, respectively, on a fully diluted
basis. There was no differance in primary and fully diluted share data in
any other year presented.

(2) Amounts for 1990, 1991, and 1992 include revenues of approximately
$13,790,000, $11,183,000, and $6,474,000, respectively, from a residential
telephone product line which was sold in July 1992.

(3) Includes $791,000 related to a gain on the sale of a residential telephone
product line in 1992 (see note 1 above).

(4) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Income Tax Loss Carryforwards."

(5) Reflects in 1990, a loss from discontinued operations of $251,000 and a
benefit of $521,000 from the utilization of operating loss carryforwards
(($.04) and $.09 per share, respectively), and in 1994, the write-off of
debt issuance costs of $389,000.
</TABLE>
10

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Selected Historical Financial Data and the Company's Consolidated Financial
Statements and Notes.

Results of Operations

The following table sets forth certain statement of operations data of the
Company expressed as a percentage of net sales:

Quarter Ended
Year Ended December 31, April 3, April 2,
-------------------------- ------------------
1992 1993 1994 1994 1995
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Net sales ..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ............................ 70.8 68.7 67.9 66.7 68.1
Gross profit .................................. 29.2 31.3 32.1 33.3 31.9
Selling, general & administrative ............. 19.5 18.5 19.6 21.2 19.5
Engineering, research and development ........ 5.3 5.0 5.1 5.6 4.7
Operating income .............................. 4.3 7.8 7.3 6.5 7.8
Interest expense .............................. 3.6 3.5 1.6 2.2 1.2
Other expense (income) ........................ (0.5) 0.6 0.9 0.6 0.9
Income tax expense ............................ 0.0 0.2 0.2 0.1 0.2
Extraordinary item, write-off of debt issuance
cost .......................................... -- -- 0.5 2.2 --
Net income .................................... 1.2 3.5 4.2 1.3 5.5
Preferred dividends ........................... -- -- 0.7 0.6 0.6
Net income applicable to common stock ........ 1.2 3.5 3.4 0.7 4.9
</TABLE>

Note: Numbers may not add due to rounding.

Quarter Ended April 2, 1995 Compared with Quarter Ended April 3, 1994

Net sales in the first quarter of 1995 increased 26.5% to $22,316,000,
compared with $17,639,000 in the first quarter of 1994. The increase in net
sales was due primarily to the increase in sales of newer product lines, such as
the DXP and Impact digital systems. In addition, net sales from custom
manufacturing for other companies increased to $2,020,000, compared with
$261,000 in the first quarter of 1994.

Gross profit in the first quarter of 1995 increased 21.4% to $7,124,000,
compared with $5,866,000 in the first quarter of 1994. However, gross margin
decreased to 31.9% in the first quarter of 1995, compared with 33.3% in the
first quarter of 1994. Although the Company's sales of higher margin products,
such as DXP and Impact digitial systems, increased during the first quarter of
1995 as compared with the same period of 1994, the decrease in gross margin was
due primarily to increased levels of lower margin custom manufacturing products.
While increased levels of custom manufacturing have reduced gross margin, the
Company anticipates continuing custom manufacturing in order to offset fixed
costs associated with excess manufacturing capacity.

Selling, general and administrative expenses in the first quarter of 1995
increased 16.2% to $4,344,000, compared with $3,739,000 in the first quarter of
1994. However, such expenses decreased as a percentage of net sales to 19.5% in
the first quarter of 1995, compared with 21.2% in the first quarter of 1994. The
expense increase was due primarily to (i) an increase in personnel associated
with international sales, and development and marketing of CTI products, (ii)
sales allowances associated with higher sales volume, and (iii) an increase in
sales allowances attributed to an approximate 9% increase in the number of
dealers. The decrease as a percentage of net sales was due primarily to
predominantly fixed costs spread over increased sales.

11
<PAGE>

Engineering, research and development expenses in the first quarter of 1995
increased 6.0% to $1,043,000, compared with $984,000 in the first quarter of
1994. However, such expenses decreased as a percentage of net sales to 4.7% in
the first quarter of 1995, compared with 5.6% in the first quarter of 1994 due
to the higher rate of growth of net sales. The increase was due primarily to
higher expenditures to support ongoing development and testing of the larger
version of the DXP digital system which is expected to provide for larger
installations while still utilizing the DXP operating system.

Operating income in the first quarter of 1995 increased by 52.0% to
$1,737,000, compared with $1,143,000 in the first quarter of 1994. Similarly,
operating income increased as a percentage of net sales to 7.8% in the first
quarter of 1995, compared with 6.5% in the first quarter of 1994.

Interest expense in the first quarter of 1995 decreased 30.4% to $273,000,
compared with $392,000 in the first quarter of 1994. This decrease was primarily
due to the recapitalization, effective on February 1, 1994, that lowered the
Company's debt and interest rate. See Note 5 of Notes to Consolidated Financial
Statements.

Other expense in the first quarter of 1995 increased 70.2% to $194,000,
compared with $114,000 in the first quarter of 1994. Similarly, other expense
increased as a percentage of net sales to 0.9% for the first quarter of 1995,
compared with 0.6% in the first quarter of 1994. The increase of other expense
as a percentage of net sales was due primarily to higher cash discounts which
were a result of higher sales. In addition, reduction of interest income from a
note issued to the Company in connection with the sale of the residential
telephone product line in 1992 contributed to the increase in other expense.

Income tax expense in the first quarter of 1995 was $40,000, compared with
$22,000 in the first quarter of 1994. The Company's income tax expense would
have been higher, but such taxes were reduced by the utilization of operating
loss carryforwards.

Extraordinary item, write-off of debt issuance cost in the first quarter of
1994 of $389,000 represents debt restructuring costs that were written off in
connection with the refinancing of the Company's indebtedness to PacifiCorp
Credit Inc., ("PCI"), an affiliate of the Company.

Dividends on preferred stock represent quarterly dividends payable to PCI as
holder of the Series A 7 1/2 % Cumulative Convertible Redeemable Preferred Stock
("Series A Preferred Stock"). Dividends increased to $143,000 in the first
quarter of 1995, compared with $106,000 in the same period of 1994 due to the
Company's paying dividends for a full quarter in 1995, compared with only two
months in the first quarter in 1994.

As a result of the foregoing factors, net income applicable to common stock
before extraordinary item increased 113.6% to $1,087,000 in the first quarter of
1995, compared with $509,000 in the first quarter of 1994.

1994 Compared with 1993

Net sales in 1994 increased 11.6% to $77,145,000, compared with $69,099,000
in 1993. This increase was due primarily to increased sales of $6,974,000 of
business systems. The continual increase in sales of telephone systems was due
primarily to the demand for the Company's newer digital telephone systems, DXP
and Impact. In addition, net sales from custom manufacturing increased by
$1,684,000, or 288.4%, compared with 1993.

Gross profit in 1994 increased 14.4% to $24,727,000, compared with
$21,614,000 in 1993. Similarly, gross margin increased to 32.1% in 1994,
compared with 31.3% in 1993. This increase in gross margin was attributable
primarily to increased sales of higher margin products, such as DXP and Impact.

Selling, general and administrative expenses in 1994 increased 18.1% to
$15,128,000, compared with $12,805,000 in 1993. Similarly, such expenses
increased as a percentage of net sales to 19.6% in 1994 from 18.5% in 1993. The
primary reasons for the increase were: (i) additional sales allowances
associated with the higher sales volume in 1994, (ii) increased sales allowances
attributed to an approximate 12% increase in the number of dealers, (iii)
increased personnel and associated expenses for customer

12
<PAGE>
support and training, and (iv) a full year of operation of the Company's Comdial
Enterprise Systems, Inc. ("CES"), a wholly-owned subsidiary formed in 1993 to
manage CTI product development, sales, and marketing. Costs relating to CES were
$546,000 higher in 1994 compared with 1993.

Engineering, research and development expenses in 1994 increased 14.8% to
$3,932,000, compared with $3,424,000 in 1993. Similarly, engineering, research
and development expenses increased as a percentage of net sales to 5.1% in 1994
from 5.0% in 1993. The increase was due primarily to expenditures to support
development of the larger version of the DXP digital system which is expected to
provide for larger installations while still utilizing the operating system of
the DXP and expenditures for the Company's Unisyn business system.

Operating income in 1994 increased 5.2% to $5,667,000, compared with
$5,385,000 in 1993. However, operating income decreased as a percentage of net
sales to 7.3% in 1994 from 7.8% in 1993.

Interest expense in 1994 decreased 47.6% to $1,267,000, compared with
$2,420,000 in 1993. Similarly, interest expense decreased as a percentage of net
sales to 1.6% in 1994 from 3.5% in 1993. This decrease was due primarily to the
Company's recapitalization, on February 1, 1994, that lowered the Company's debt
and interest rate.

Other expense in 1994 increased 59.5% to $670,000, compared with $420,000 in
1993. Similarly, other expense increased as a percentage of net sales to 0.9% in
1994, compared with 0.6% in 1993. The increase in other expense as a percentage
of net sales was due primarily to higher cash discounts which were a direct
result of higher sales. In addition, the reduction of interest income was due
primarily to the Company's repayment of debt under its revolving credit
facility.

Income tax expense in 1994 was $116,000, compared with $129,000 in 1993. The
Company's income tax expense would have been higher, but such taxes were reduced
by the utilization of operating loss carryforwards.

Extraordinary item, write-off of debt issuance cost in 1994 of $389,000, or
0.5% of net sales, represents debt restructuring costs.

Dividends on preferred stock represent quarterly dividends payable to the
holder of Series A Preferred Stock. The Company issued 850,000 shares of Series
A Preferred Stock to PCI on February 1, 1994, in exchange for the cancellation
of $8,500,000 of the Company's indebtedness. The Company redeemed 100,000 shares
of Series A Preferred Stock from PCI in December 1994. Dividends in 1994 totaled
$577,000.

As a result of the foregoing, net income applicable to common stock before
extraordinary item increased 25.7% to $3,037,000 in 1994, compared with
$2,416,000 in 1993.

1993 Compared with 1992

Net sales in 1993 decreased by 2.5% to $69,099,000, compared with $70,897,000
in 1992. This decrease was primarily due to the sale of the residential
telephone product line during 1992 which accounted for $6,474,000, or 9.1%, of
1992 net sales. Sales of continuing product lines increased 7.3% from 1992 to
1993. Sales of other products in 1993 decreased by $1,809,000, or 22%, compared
with 1992 levels. This was offset by increased sales of $6,926,000, or 13%, of
business system products. This increase in sales of business system products was
largely attributable to the introduction of the Company's Impact telephone
system in the fourth quarter of 1992.

Gross profit in 1993 increased 4.5% to $21,614,000, compared with $20,685,000
in 1992. Similarly, gross margin increased to 31.3% in 1993, compared with 29.2%
in 1992. This increase in gross margin was primarily attributable to increased
sales of higher margin business system products, such as Impact and DXP.

Selling, general and administrative expenses in 1993 decreased 7.4% to
$12,805,000, compared with $13,829,000 in 1992. Similarly, selling, general and
administrative expenses decreased as a percentage of net sales to 18.5% in 1993
from 19.5% in 1992. The reduction in selling, general and administrative

<PAGE>

expenses was due principally to the continuing favorable impact in 1993 of the
workforce reduction in 1992. Costs relating to the Company's commitment to
expanding its international business were higher in 1993 by $256,000. In
addition, expenses arising from operations of CES, which was formed in 1993,
were $265,000.

Engineering, research and development expenses in 1993 decreased 9.5% to
$3,424,000, compared with $3,784,000 in 1992. Similarly, engineering, research
and development expenses decreased as a percentage of net sales to 5.0% in 1993
from 5.3% in 1992. This decrease was due primarily to the continuing favorable
impact in 1993 of the workforce reduction in 1992.

Operating income for 1993 increased by 75.3% to $5,385,000, compared with
$3,072,000 in 1992. Similarly, operating income increased as a percentage of net
sales to 7.8% in 1993, compared with 4.3% in 1992.

Interest expense in 1993 decreased 5.6% to $2,420,000, compared with
$2,564,000 in 1992. Similarly, interest expense decreased as a percentage of net
sales to 3.5% in 1993 from 3.6% in 1992. Interest expense decreased primarily
due to additional reduction of the Company's indebtedness.

Other expense in 1993 increased to $420,000, compared with income of $389,000
in 1992. The Company had income in 1992 from the realized net gain of $791,000
from the sale of the residential telephone product line.

Income tax expense in 1993 was $129,000, compared with $13,000 in 1992. The
Company's income tax expense would have been higher, but such taxes were reduced
by the utilization of operating loss carryforwards.

As a result of the foregoing, net income applicable to common stock increased
173.3% to $2,416,000 in 1993, compared with $884,000 in 1992. This increase was
attributable primarily to cost reductions implemented by management in 1992.

Liquidity and Capital Resources

Prior to February 1, 1994, the Company was indebted to an affiliate of PCI in
the amount of $21,209,453. In connection with a recapitalization effected on
February 1, 1994, the Company issued 850,000 shares of a newly designated Series
A Preferred Stock in exchange for the cancellation of $8,500,000 of the
Company's indebtedness to PCI. See "Description of Capital Stock -- Series A
Preferred Stock." The remainder of the Company's indebtedness to PCI was paid
using $6,000,000 of cash generated from operations and $6,709,453 of cash
borrowed from Shawmut Capital Corporation ("Shawmut"), formerly known as
Barclays Business Credit, Inc., pursuant to a loan and security agreement (the
"Loan Agreement") between Shawmut and the Company, under which Shawmut provided
a $6,000,000 term loan and a $9,000,000 revolving credit facility to the
Company.

On April 29, 1994, the Loan Agreement was amended and Shawmut issued a second
term note to the Company in the amount of $1,300,000 to finance the purchase of
additional surface mount technology equipment. Furthermore, in December 1994,
the Company redeemed 100,000 shares of the Series A Preferred Stock using the
proceeds from the repayment of a $1,000,000 note issued by the Company to
Cortelco International, Inc., in connection with the sale of the residential
telephone product line in 1992.

Pursuant to the terms of the Loan Agreement, the $6,000,000 term note and the
$1,300,000 term note have an interest rate equal to 1 1/2 % above Shawmut's
prime rate. The $6,000,000 term note is payable in 24 equal monthly principal
installments of $125,000, and 23 equal monthly principal installments of
$83,334, with the balance due on February 1, 1998. The $1,300,000 term note is
payable in 44 equal monthly installments of $27,000, with the balance due on
February 1, 1998. The revolving credit facility has an interest rate of 1% above
Shawmut's prime rate. As of June 26, 1995, the Company had borrowed
approximately $1,752,802 under the revolving credit facility and had
approximately $5,503,636 of additional borrowing capacity. See Note 5 of Notes
to Consolidated Financial Statements. The Company expects to fund its 1995 total
debt payments of $1,824,000 owed to Shawmut with cash from operations.

<PAGE>

The Company's indebtedness under the Loan Agreement is secured by liens on
the Company's accounts receivable, inventories, intangibles, land, and all other
assets. The Loan Agreement also contains financial covenants requiring the
Company to maintain specified levels of consolidated tangible net worth,
profitability, debt service ratio, and current ratio. In addition, the Loan
Agreement limits the Company's ability to make additional borrowings and pay
dividends except those permitted on the Series A Preferred Stock. As of December
31, 1994 and April 2, 1995, the Company was in compliance with all of the
covenants.

Overall, the recapitalization including the issuance of the Series A
Preferred Stock, has resulted in increased net income and cash flow due to the
Company's incurring lower interest expenses and has improved the Company's
balance sheet by reducing debt and increasing equity. In particular, cash and
cash equivalents decreased by $3,795,000 from December 31, 1993 to December 31,
1994 due to the payment of $6,000,000 to reduce the PCI indebtedness and the use
of the revolver to fund operations. Current maturities on debt decreased by
$1,786,000 from December 31, 1993 to December 31, 1994. The Company plans to use
a substantial portion of the net proceeds from the sales of shares offerred
hereby to redeem the remaining 750,000 shares of Series A Preferred Stock. See
"Use of Proceeds."

Working capital increased in the first quarter of 1995 by $651,000 due
primarily to the increase in accounts receivable and inventory which relates to
the increase in sales during this period. Working capital decreased during 1994
by $3,312,000 due primarily to a $3,795,000 reduction in cash and cash
equivalents.

Capital expenditures in the first quarter of 1995 and fiscal year 1994 were
$585,000 and $2,367,000, respectively. Capital additions in 1994 were provided
by funds from operations, capital leasing, and borrowing from Shawmut. Cash
expenditures for capital additions in 1994, 1993, and 1992 were $2,116,000,
$848,000, and $1,776,000, respectively. The Company anticipates spending
approximately $3,000,000 on capital expenditures during 1995 which include
equipment for manufacturing and technology.

The Company expects sales of telephone systems to continue to grow in 1995,
primarily due to the development of new products, strategic alliances, and the
development of additional international distribution channels. In addition, the
Company expects sales of its digital products, such as DXP and Impact, to
increase in 1995.

The Company believes that as a result of the improved capital structure
resulting from the repurchase of the Series A Preferred Stock from PCI and the
elimination of the dividend payments payable on such Series A Preferred Stock,
income from operations, amounts available from the Company's current credit
facilities and the net proceeds from the sale of the shares offered by the
Company hereby will be sufficient to meet the Company's needs for the forseeable
future.

In November 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers
Accounting for Postemployment Benefits." The Company implemented this standard
in 1994. This standard had no material effect on earnings or financial position
primarily due to the Company's policies regarding postemployment benefits.

Income Tax Loss Carryforwards

On January 1, 1993, the Company adopted SFAS No. 109, Accounting for Income
Taxes. Under this method, deferred tax assets and liabilities are determined
based on the difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to affect taxable income.

At December 31, 1994, the Company had approximately $72,336,000 and
$3,027,000 in Federal net operating loss and credit carryovers which will expire
if unused. The Company provided as of December 31, 1994, a valuation allowance
to fully reserve the net deferred tax assets related to such carryovers due to
the uncertainty as to whether the Company would generate taxable income during
the carryforward period.

<PAGE>
The Company continually evaluates the requirements for a valuation allowance
and makes adjustments to such allowance when circumstances result in changes in
its estimate of its ability to realize its deferred tax assets. During the
second quarter of the year ending December 31, 1995, the Company expects to
reduce the valuation allowance because at this point in time it appears more
likely than not that the Company will be able to utilize approximately
$13,000,000 of the net operating loss carryforwards prior to their expiration.
This will result in an increase in net income of approximately $4,500,000 for
the quarter ending July 2, 1995.

If the Company undergoes an "ownership change" within the meaning of Section
382 of the Internal Revenue Code, the Company's right to use its then existing
NOLs is limited during each future year to a percentage of the fair market value
of the Company's stock immediately before the ownership change. In general,
there is an ownership change under Section 382 if over a three-year period
certain stockholders increase their percentage ownership change of a corporation
by more than 50 percent. The amount of net operating loss carryforwards expected
to be utilized resulting in the reduction of the valuation allowance of
$4,500,000 assumes an ownership change will take place.

16
<PAGE>
BUSINESS

Industry Background

In recent years, advances in telecommunications have facilitated the
development of technologically advanced telephone systems and applications.
Spurred by the significant deregulation of the telephone industry that began in
the 1970s, electronic telephone systems began displacing the traditional
electromechanical telephones that had served as the basic office telephone
system since the 1930s. New telephone applications are being introduced
continuously, permitting business users to improve communications within their
organizations and with customers by using conference calls, speakerphones, voice
mail, automated attendant, and voice processing applications, such as speech
recognition.

A telephone system consists of a telephone switch that routes calls among
individual telephones on the system and telephones that are connected to the
switch via internal telephone lines. Systems are typically described in terms of
the number of telephones connected to the switch. In the case of flexibly
configured systems, the system is described in terms of the total number of
ports, which can be connected to an outside line, a telephone, fax machine, or
other communications device.

Until recently, most telephone systems were "analog," transmitting voice
information in a continuous wave form that is "analogous" to the original voice
signal. Analog transmission is acceptable for most voice requirements, but is
not as efficient for data or video transmission. Analog transmission is subject
to attenuation, or the continual degradation of transmission quality as the
distance between sender and receiver increases. In addition, ambient noises can
be picked up and transmitted along with the original voice transmission, leading
to garbled communications.

By the late 1980s, digital telephone systems were available for commercial
use. The digitization of voice, data, and video is a general trend in the
telecommunications industry, whereby such forms of communication are converted
into binary pulses (0 and 1) that may be stored or transmitted. Within a fully
digital system, the signals are reproduced precisely with minimal degradation of
quality. Digital systems generally offer customers more features, provide
greater voice clarity, offer potential cost savings through the use of low-cost,
high-capacity T-1 transmission lines from telecommunication service providers,
enable improved video and data transmission, and offer superior platforms for
future features. Businesses with digital systems are better positioned to take
advantage of new features.

While some manufacturers have ceased producing analog systems altogether, the
Company offers a broad line of systems utilizing both analog and digital
technologies. The Company believes that current industry shipments are
approximately half digital, with the digital share growing rapidly. In addition,
the installed telephone system base remains predominantly analog, thereby
providing significant opportunities for manufacturers who continue to produce
analog systems. Such systems are purchased by end users wishing to install new
analog systems due to price considerations or to expand existing systems.

A recent major industry advancement is the development of CTI. CTI
applications merge the power of modern telephone systems with that of computers
to provide integrated solutions to broad communications problems, such as proper
queuing in call communications centers, and specific vertical market
applications (such as the real estate, law firm and food service markets). As an
example, an emergency dispatch system may use caller identification technology
in conjunction with other databases in order to access information such as the
street address and profile of the emergency caller which is displayed on the
dispatcher's computer. Dispatchers can send help quickly to the correct address
and

17
<PAGE>
provide the information needed to respond appropriately to the situation. The
growing industry and user interest in CTI has added a new dimension to the
business telecommunications market. In addition to the proprietary products
offered by the Company and others, the acceptance of industry standards now
makes it possible for independent software developers to market applications
software geared toward solving or simplifying a myriad of common business
communications problems.

Initially, the implementation of CTI was limited to specialized applications
written to the proprietary interfaces of individual switch makers. This yielded
a small number of expensive products. The broad acceptance of de facto standards
from Novell, Inc. ("Novell") and Microsoft Corporation ("Microsoft") now makes
it possible to implement CTI on a much broader scale and at a substantially
lower cost. In a local area network ("LAN") environment, Novell provides
software instructions (service provider interfaces or "SPIs") to telephone
system manufacturers committed to producing the connectivity software and
hardware required to communicate with the telephony server. The telephone switch
effectively becomes another node on a client server network.

For users who are not on a network, the desktop approach promoted by
Microsoft is an alternative solution. In this case, telephone system
manufacturers design special software links to Microsoft's SPI. Telephony
software is optionally available on current Windows operating systems and is
expected to be standard on Windows 95.

Until the late 1980s, all small and medium sized telephone systems were
"closed." If users wished to add new capabilities to their telephone systems,
they were restricted to whatever the system manufacturer chose to offer. One of
the most significant developments in recent years is the introduction of "open"
systems that permit users to customize their telephone system by adding those
applications packages suitable to their communications needs. Open systems
provide an open application interface ("OAI") through which a telephone system
can be linked to a computer. The computer can then command the telephone system
to perform certain functions, such as to answer, hold, delay, or transfer
telephone calls. The OAI is different for each switch manufacturer and useful
only if a software developer kit ("SDK") is also provided to third parties by
the switch manufacturers.

Because of the technological advances that have arisen due to digitization
and open systems, more flexible and useful telephone applications are being
developed to solve current communications problems. For example, a decade of
downsizing and corporate cost cutting has produced a large number of small
businesses and work-at-home employees. The industry estimates that nearly 30
million people work at least part-time out of their homes. This has created a
large market for small telephone systems, personal computers, fax machines,
modems, and other devices required by home offices. These users need products
that can better integrate voice and data at the desktop level.

Changes in the telecommunications industry extend to the international market
as well. Developing countries recognize that advanced telecommunications systems
and networks are essential to attract foreign investment and stimulate local
economies. In some countries, people must wait several years for basic dial tone
service. There is a large, ready demand for delivery systems that can provide
basic service in short time frames and at economical prices. Among developed
nations, there is a sustained trend toward privatization of government
telecommunications monopolies in favor of competition at all levels. The
Company, with much experience working in a competitive environment, is well
positioned to take advantage of these opportunities.

Strategy

The Company is pursuing three fundamental business strategies: (i)
maintaining a leadership position in its core business of delivering advanced
telecommunications systems to the U.S. domestic market through wholesale supply
house distribution channels, (ii) achieving growth through expansion into
international markets, and (iii) being a leader in the emerging market for
systems solutions based on CTI. The Company seeks to support these strategies
through the following approaches.

Maintaining a Broad and Efficient Distribution Network

The Company distributes its products through a network of approximately 7,400
independent dealers, of which approximately 1,400 have written contractual
arrangements with the Company. This network enables the Company to achieve broad
geographic penetration, as well as access to some of the

18
<PAGE>
fastest growing markets in the country. The Company's distribution network
centers around a key group of wholesale supply houses, through which the
Company's products are made available to dealers. These dealers market the
Company's products to small to medium sized organizations and divisions of
larger organizations. The Company's strategy enables it to virtually eliminate
bad debt exposure and minimize administration, credit checking, and sales
expenses, as well as finished goods inventory levels. Wholesale supply houses in
turn are able to sell related products such as cable, connectors, and
installation tools. Dealers have the benefits of competitive sourcing and
reduced inventory carrying costs.

Targeting Small to Medium Sized Organizations

The Company has traditionally focused on organizations requiring small to
medium sized telecommunications systems, which the Company believes represents
about six million establishments in the United States, according to U.S.
government statistics. The Company's products offer this market many of the
features previously available only in large, proprietary systems that were often
not as affordable to this market.

Offering a Broad Range of Products

The Company currently offers digital and analog business telephone systems,
along with a variety of enhancements to the Company's products, CTI
applications, and several other products. Due to the fact that the software is
designed to be compatible with most of the Company's telephones, end users are
able to enhance and upgrade their systems without having to replace their
telephone equipment. The Company believes that this broad range of products
allows dealers to meet differing price and feature requirements. The Company
continuously strives to introduce new products to meet the needs of a changing
market.

Developing Strategic Alliances

The Company has developed strategic alliances with several other companies,
in order to build on the strengths of these companies and bring the best
possible products to the market at a lower cost. For example, pursuant to
strategic alliances, the Company has developed the Tracker on-site integrated
paging system with Motorola, Inc. ("Motorola") as well as the Scout wireless
multi-line telephone which supports features of the Company's systems with
Uniden America Corporation ("Uniden"). In addition, the Company has joined with
Active Voice Corporation ("Active Voice") for the Company's ExecuMail system and
with Novell for the Company's Enterprise for Telephony Services.

Pursuing International Opportunities

The Company chooses its international markets carefully, with a preference
for emerging yet stable economies with technical standards close to those of
North America (to minimize costly redesigns), and an open and competitive
telecommunications marketplace. In 1994, international sales were approximately
$3 million, including sales to Canada, Latin America, the Middle East, and South
Africa. The Company has entered into a licensing and original equipment
manufacturer ("OEM") relationship with Corporate Telephone Systems (Proprietary)
Limited ("Teleboss"), a major South African telecommunications manufacturer and
dealer, pursuant to which Teleboss is serving as a distributor of specified
products made by the Company, and has a license from the Company to manufacture
certain subassemblies used in those products.

Computer -- Telephony Applications

The Company is addressing the CTI opportunity on several fronts. The Company
believes that the essential ingredients for successful CTI include (i) "open"
telephone systems, such as the Company's DXP, (ii) communication links between
the telephone system and computer or computer network, (iii) a telephony server
(if integration is over a LAN), and (iv) applications software.

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The Company believes that in order to maximize profitability in the emerging
markets for CTI, it must create the applications software for promising vertical
markets and small businesses, such as real estate, legal, and retail. The
Company's strategy is to develop applications for these vertical markets using
capabilities already available such as screen pops, directory dialing from an
existing data base, facsimile transmission from the desktop personal computer
("PC"), and unified messaging displays.

Promoting Industry Accepted Interface Standards

In order to integrate computers and telecommunications equipment, several
standards have been developed. The Company was among the first telephone
manufacturing companies to commit to the Novell standard, called Telephony
Services Application Programming Interface ("TSAPI"). The TSAPI standard
provides a stable platform for a Novell NetWare Network to integrate with the
features and functionality of a telephone switch. This standard also allows
third-party developers to write applications in a non-proprietary environment,
rather than using a specific system vendor's SDK, thus decreasing development
time and application investment costs. The Company also has demonstrated a
prototype working interface card to support Microsoft's Telephony Application
Programming Interface ("TAPI") standard that allows users to control any of the
Company's digital telephone systems through their PC and access special
telephony applications now being developed for desktop PC users.

Developing of Open Application Interface

The Company believes that OAI provides many advantages to systems developers
including reducing the time needed to develop new products and providing access
to a variety of applications from third-party vendors. Some manufacturers charge
high prices for the interface and software development kit. While this has
retarded growth of CTI applications, prices are now coming down. The Company was
the second manufacturer to equip a small to medium sized system with an OAI, and
the first to offer the interface link and SDK essentially for free.

Products

The Company offers a variety of telephone systems, including digital systems,
analog systems, enhancements to the Company's products, CTI applications, and
other products.

Digital Systems

DXP is a digital switch, introduced in 1992, that is compatible with
virtually all of the Company's analog and digital telephones. This compatability
allows the Company and its dealers to target larger end users while using the
same telephones as those used in the Company's smaller systems. Currently, the
DXP provides customers with an affordable system that can be expanded to support
up to 192 ports that can be configured as incoming lines or telephones. The DXP
has more call processing features than smaller systems, including automatic
route selection and an optional PC-based attendant position. The DXP may be
linked to various CTI applications using the Company's Enterprise SDK, which
allows external PC-based software packages to manage the DXP for any number of
specialized applications. Properly designed digital telephone systems, such as
the Company's DXP, are also directly compatible with T-1 service lines from
telecommunications service providers. A T-1 line is a digital service line that
is equivalent to 24 voice channels or can transmit data at 1.5 megabits per
second. The Company is currently testing an even larger version of the DXP to be
introduced in the second half of 1995.

Impact digital telephone systems were introduced in November 1992, and
support up to 24 lines and 48 telephones. This system includes a digital switch
and Impact digital telephones which offer a variety of features, including an
interactive liquid crystal display ("LCD"), interactive feature keys, three
color lighted status indicators, and a subdued off-hook voice announce for
receiving intercom calls while on a telephone call.

DigiTech digital systems were introduced in January 1991 with switches and
telephones designed for the business market supporting up to 24 lines and 48
telephones. DigiTech offers automatic set relocation, remote programming, a
replaceable software cartridge, and other sophisticated features.

<PAGE>
Analog Systems

Unisyn is an analog telephone system, introduced in 1994, designed to offer
advanced features to very small organizations. Two models are offered, one of
which supports up to three lines and eight telephones, and the other which
supports up to six lines and 16 telephones. Display model telephones offer
interactive function keys to simplify feature access. Another capability of
Unisyn is its optional compatibility with standard interface analog devices,
such as single line telephones, fax machines, and modems.

ExecuTech 2000 Unitized Expandable Hybrid Systems are analog systems,
introduced in 1989, the largest base system of which supports up to 16 lines and
32 telephones. The addition of expansion modules allows end users to increase
capacity to a maximum combination of 80 lines and telephones. These systems
provide subdued off-hook voice announce, built-in battery backup interface,
integrated call costing, and many other features.

ExecuTech XE Key Systems are analog telephone systems, introduced in 1989,
that support up to 10 lines and 24 telephones. All systems support the same
family of full-featured telephones. The switch is unitized, or a closed,
self-contained unit, making the ExecuTech XE system economical to manufacture,
easy to install, and beneficial to end users who do not have to buy additional
components to add features.

ExecuTech II Hybrid products are analog telephone systems, introduced in
1986, consisting of models supporting up to 22 lines and 96 telephones. This
line of systems supports economical ExecuTech single-line telephones and a
variety of multi-line terminals including an LCD model.

InnTouch is a line of four analog hospitality systems, the first of which was
introduced in 1987, that support up to 22 lines and 128 telephones. These
systems feature a front desk video display terminal, integrated call costing,
and multi-featured room phones.

Solo II is an analog telephone system, introduced in 1986, that is offered in
three and four line models and provides a sophisticated set of features that are
easy to program and cost effective.

Product Enhancements

ExecuMail is an integrated voice processing system, introduced in 1990, for
use with selected telephone systems offered by the Company. ExecuMail was
developed in cooperation with Active Voice, and provides both voice mail and
automated attendant service.

Scout is the Company's first wireless multi-line telephone introduced in 1995
and developed in cooperation with Uniden, a major supplier of wireless
communications products. This telephone allows users to roam freely within their
business environments and still receive or place calls. Scout phones offer an
LCD display, multi-line access, programmable keys, an intercom, and head-set
convenience. The portable handset weighs only 8.5 ounces.

Tracker is an on-site integrated paging system introduced in 1994 and
developed in cooperation with Motorola. The purpose of the product is to help
assure that calls are quickly and efficiently completed to individuals who are
at work, but not always by their phones. Tracker, which operates on one of the
Company's digital telephone systems, includes a Tracker base station and
personal pagers equipped with an LCD. The personal pagers sound an alert or
vibrate to notify users of incoming calls or important messages. A user can
retrieve calls by going to the nearest Impact phone and dialing a special code
that is displayed on the LCD. A valuable feature of Tracker is its compatability
with related products manufactured by the Company.

CTI Applications

Enterprise is the Company's OAI software developer's tool kit, introduced in
1993, used with the DXP system. Enterprise allows independent software
developers to access the DXP system software using more than 100 commands to
create unique applications for specific vertical markets, such as telemarketing
groups, emergency services, call centers, taxi services, and multimedia centers.
One of the

21
<PAGE>

initial OAI applications developed using Enterprise is an Enhanced 911 ("E911")
emergency telephone system. Enterprise is a platform for the development of
applications based upon the convergence of computer and telephony technologies.

InnTouch DXP is a digital telephone system, introduced in 1994, designed for
hospitality applications. The system consists of a DXP, Impact multi-line
administration phones, single-line guest phones, and special hospitality
software. The guest phones may be industry standard message waiting models or
the Company's own HoTelephones. HoTelephones provide added functionality,
including programmable keys and an auxiliary jack for modem connection. Standard
system features include check-in/check-out, automatic wake-up calls, message
waiting indication, call costing, maid status, and many other valuable hotel
management features. The optional InnTouch processing monitor is linked to the
DXP via the Company's proprietary Enterprise CTI link and provides full screen
display of room, telephone and maid status. InnTouch serves hotel properties
requiring up to 192 telephones. InnTouch was designed in cooperation with an
independent software developer.

QuickQ ACD is a digital telephone system, introduced in 1994, designed for
call center use. The system consists of a DXP, Impact telephones, voice
announcing equipment, special automatic call distribution software, and a PC.
The QuickQ answers and distributes incoming calls rapidly and efficiently,
helping to assure maximum call center productivity and superior customer
response levels. Up to 96 reports are provided, detailing call volume and call
center performance. The QuickQ ACD has a maximum capacity of 64 lines to support
up to 48 telephones in use simultaneously. Like the InnTouch DXP, the QuickQ is
a CTI product, based on the Company's Enterprise link to the DXP operating
system. QuickQ was designed in cooperation with an independent software
developer.

E911 Systems are specially engineered telephone systems, introduced in 1994,
for handling emergency ("911") telephone calls. The Company's systems deliver
valuable information to emergency dispatchers using caller identification
technology in conjunction with other databases in order to access information
such as the street address and profile of the emergency caller. Dispatchers can
send help swiftly to the correct address and provide information needed to
respond appropriately to the situation. All calls are recorded for future
reference, and operators can handle multiple calls without losing valuable
information. The Company's E911 system makes extensive use of CTI. The Company
contracts with municipal authorities for the purchase of the equipment.

Enterprise for Telephony Services is a line of software and documentation
products, introduced in 1995, used by dealers to integrate a DXP switch with
Novell Netware based LAN networks. When installed in a network server, PC users
on the LAN can command the DXP to perform telephony functions from their PCs and
access special applications software. Several products are available to support
up to 250 telephones.

Other Products

HoTelephone, introduced in 1984, comes in a variety of models. In 1990, the
Company added models with programmable soft keys and the "Take II" model that
simulates two-line service. Specially designed for business travelers, the
HoTelephone for motel and hotel guest rooms offers memory keys for one-button
dialing of various services, plus a message waiting lamp, hold button, and
built-in data jack for connecting portable computers and fax machines.

Voice Express is a fully featured multi-function display telephone that was
introduced in the early 1980s, with integrated speakerphone, autodial, and many
standard features for use behind different types of switches. Voice Express may
be optionally equipped with a two-line module or the user can add special six
and ten button modules for use with older telephone equipment.

Sales and Marketing

The Company has established an extensive two-tiered distribution network,
whereby the Company sells its products to wholesale supply houses which in turn
sell the Company's products to approximately 7,400 independent dealers.
International sales are accomplished through a network of international
distributors. These customers buy direct from Comdial, normally by letters of
credit, and resell to end users or other dealers. With the exception of federal
government sales, no products are distributed directly to end users.

<PAGE>

The Company distributes products to nine major wholesale supply houses, three
of which each account for more than 10% of the Company's sales. These wholesale
supply houses are Graybar Electric Company, Inc.("Graybar"), North Supply
Company, Inc.("North Supply"), a subsidiary of Sprint Corporation, and ALLTEL
Supply, Inc.("ALLTEL"), a subsidiary of ALLTEL Corporation, a stockholder of the
Company, which in the aggregate in 1994 accounted for approximately 78% of the
Company's sales. In 1994, sales to Graybar, North Supply and ALLTEL amounted to
approximately $31.3 million (41% of net sales), $16.3 million (21% of net
sales), and $12.4 million (16% of net sales), respectively.

The Company has two classes of dealers, Preferred and Associate Dealers.
Preferred Dealers generally have greater sales and technical skills, and are
strongly committed to the Company's products. The Company offers an attractive
incentive package for Preferred Dealers, including exclusive access to the
Company's most popular and advanced products, cash rebates related to dealer
purchase levels, cooperative advertising allowances and a measure of territorial
protection. For example, special software is required to connect the Company's
popular Impact telephones with DXP switches, which is not available from the
wholesale supply houses, but rather sold and shipped exclusively to Preferred
Dealers. Preferred Dealers have sales quotas, and the sales department monitors
their performance against these targets. By contrast, Associate Dealers do not
have quotas. They purchase Comdial products on an as-needed basis, and are
rewarded through product rebates. The Company has approximately 7,400
independent dealers, of which approximately 1,400 have written contractual
arrangements with the Company, divided almost equally between Preferred and
Associate Dealers.

The Company's sales organization seeks to recruit, train and support
individual dealers to facilitate promotion and sale of the Company's products.
Dealer and distributor sales are managed by 14 territory managers, organized
into Western and Eastern regions. Each territory manager has a corresponding
Inside Sales Representative. Field Sales Representatives concentrate on
supporting Preferred Dealers and the distributors from whom they purchase.
Within their respective territories, Field Sales Representatives are based in
large cities and work out of home offices. There are also small sales teams
focused on sales to the United States government and to international
distributors.

Each territory manager is responsible for recruiting new dealers and training
and motivating existing dealers. Dealers are supported through telephone contact
with Inside Sales Representatives, direct mail, and local product seminars often
organized by distributors. To stimulate street level demand, Field Sales
Representatives make joint sales calls with dealers to end users and train
dealer sales personnel in product benefits. Product specialists in
Charlottesville are available to help engineer complex configurations and solve
technical problems. All sales personnel earn incentive income based on sales
results.

Advertising and public relations efforts are also directed to dealers through
trade magazines such as Teleconnect and Computer-Telephony. Trade shows are a
major element of the Company's marketing plans. The Company is always a major
draw at the annual UNICOM and Computer-Telephony shows.

CTI products are marketed somewhat differently. E911 systems are sold
directly by dedicated sales personnel, with installation and maintenance
performed by qualified dealers. Comdial brand software and bundled systems
solutions are purchased through wholesale supply houses like the Company's other
products. Third-party applications software can be purchased directly from the
Company through the CT Direct catalog.

The Company's dealers are primarily responsible for supporting end users who
purchase the Company's products. The Company does, however, provide substantial
technical support to its dealers at no additional cost to them. The Company
maintains a technical support staff devoted to dealer support which is available
on a toll free basis twelve hours per day with emergency service on weekends.
The Company also generally provides a limited warranty on elements of its
products, permitting factory returns within 24 months after sale. Although the
Company does not offer maintenance contracts for its systems, dealers often
independently sell maintenance contracts to end users.

Because the Company's sales are made under short-term sales orders issued by
customers on a month-to-month basis, rather than under long-term supply
contracts, backlog is not material to an understanding of the Company's
business.

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<PAGE>
Engineering, Research and Development

The Company believes that it must continue to introduce new products and
enhance existing products to maintain a competitive position in the marketplace.
The Company's engineering department, working in collaboration with the
marketing and manufacturing departments, is responsible for the design of these
new products and enhancements. A significant amount of engineering expenditures
are dedicated to new product development, with the balance used for cost
reductions and performance enhancements to existing products. Early in 1993, the
Company changed the responsibilities of its engineering staff to include both
product development and support of a product through its entire life cycle. This
requires engineers to perform multiple tasks in addition to research and
development. Although research and development costs for the fiscal years ended
1994, 1993, and 1992 comprise the majority of engineering, research, and
development costs, which were $3,932,000, $3,424,000, and $3,784,000,
respectively, the Company is unable to segregate and quantify the amount of
research and development costs from other engineering costs for such fiscal
years.

At this time, the Company's new product investments are heavily directed in
three areas (i) expansion of its digital product line, (ii) extending OAI
capability to a broader range of the Company's platforms, and (iii)
"internationalization" of existing and new products. The efforts are not
independent of each other. For example, a new digital system might be designed
to provide an OAI and to be available in models compatible with the standards of
the Company's prime international markets.

The Company anticipates introducing a larger version of the DXP in the second
half of 1995. This should extend the Company's ability to deliver CTI solutions
to larger businesses. Field trials for this product began in May, 1995. Efforts
are also underway to develop a smaller platform, or series of platforms, to
deliver CTI solutions to smaller businesses. Another important design activity
is the completion of special telephony cards supporting desktop CTI
applications. The demand for these products is expected to grow, coincident with
the release and anticipated broad market acceptance of Microsoft's Windows 95
operating system.

Manufacturing and Quality Control

The Company's manufacturing process is vertically integrated, and uses
advanced automated assembly and test equipment and computer controlled
sequencing machines. Beginning in 1991, the Company made further productivity
improvements by employing surface mount technology ("SMT") in the production of
predrilled printed wire boards ("PWBs"). Between 1992 and 1994, the Company
further expanded SMT productivity. Components designed for SMT production are
smaller, and allow for the placement of more components in the same surface
area. In addition, the components are placed on the surface rather than through
the surface which allows placement of components on both sides of the PWB. In
most cases, this reduces the required number of PWBs and connectors, thereby
providing a major improvement in quality and product reliability, a reduction in
product cost, and an improvement in profit margins. The Company believes that
approximately 10% of its costs are associated with labor expenses.

The Company also manufactures injection molded plastic parts, fabricated
metal parts, and other components. The Company's employees assemble completed
PWBs, components, plastics, and other purchased or manufactured subassemblies
into completed products. The Company has been able to utilize excess plant
capacity by contracting with third-parties who use the Company's plastics
molding equipment. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

The Company attempts to monitor the quality of the manufacturing process.
Individual assemblers and machine operators are trained to inspect subassemblies
as the work passes through their respective areas. In addition, some automated
production machines perform quality tests concurrently with assembly operations.
The Company believes that this high level of automation and vertical integration
improves quality, cost, and customer satisfaction. In 1994, the Company was
certified by the International Organization for Standardization ("ISO") at the
most rigorous ISO 9001 level, which rates systems and procedures for
manufacturing, engineering, product design, and customer service.

24
<PAGE>
Competition

The market for the Company's products is highly competitive. The Company
competes with approximately 20 companies, many of which, such as AT&T Corp.,
Northern Telecom Inc., and Toshiba Corp., have significantly greater financial,
marketing and technical resources than the Company. Key competitive factors in
the sale of telephone systems and related applications include performance,
features, reliability, service and support, name recognition, distribution
capability, and price. The Company believes that it competes favorably in its
market with respect to the performance, features, and price of its systems, as
well as the level of service and support that the Company provides. In marketing
its telephone systems, the Company also emphasizes quality as evidenced by its
ISO 9001 certification and high technology features. In addition, the Company
competes with its competitors to attract and retain dealers for its products.
The Company expects that competition will continue to be intense in the markets
that it serves, and there can be no assurance that the Company will be able to
continue to compete successfully in the marketplace or that the Company will be
able to maintain its current dealer network.

Intellectual Property

From time to time, the Company is subject to proceedings alleging
infringement by the Company of intellectual property rights of others. Such
proceedings could require the Company to expend significant sums in litigation,
pay significant damages, develop non-infringing technology, or acquire licenses
to the technology that is the subject of the asserted infringement, any of which
could have a material adverse effect on the Company's business. Moreover, the
Company relies upon copyright, trademark, and trade secret protection to protect
the Company's proprietary rights in its products. There can be no assurance that
these protections will be adequate to deter misappropriation of the Company's
technologies or independent third-party development of similar technologies.

Because the telecommunications manufacturing industry is characterized by
rapid technological change with frequent new product and feature introductions,
industry participants often find it necessary to develop products and features
similar to those introduced by others, with incomplete knowledge of whether
patent protection may have been applied for or may ultimately be obtained by
competitors or others. The telecommunications manufacturing industry has
historically witnessed numerous allegations of patent infringement and
considerable related litigation among competitors. The Company itself has
received claims of patent infringement from several parties which sometimes seek
substantial sums, including certain competitors such as Phonometrics, Inc.,
which has since licensed patented technology to the Company. The Company has
received several such claims from various patent holders, including a patent
holder who has engaged in numerous other legal actions against parties other
than the Company. Despite the Company's strong denial of any such alleged
infringement, such patent holder may commence a lawsuit against the Company.
Although the Company's investigation of some of these claims has been limited by
the claims' lack of specificity, the limited availability of factual information
and documentation related to the claims, and the expense of pursuing exhaustive
patent reviews, the Company believes that its systems do not currently infringe
valid patents of any such claimants. In response to prior infringement claims,
the Company has pursued and obtained nonexclusive licenses entitling the Company
to utilize certain fundamental patented functions that are widely licensed and
used in the telecommunications manufacturing industry. These licenses expire
upon expiration of the underlying patents.

Although the Company believes that it currently owns or has adequate rights
to utilize all material technologies relating to its products, as it continues
to develop new products and features in the future, it anticipates that it may
receive additional claims of patent infringement. Such claims could result in
the Company's incurring substantial legal expenses and being required to obtain
licenses, pay damages for infringement, or cease offering products that infringe
such patents. There can be no assurance that a license for any such infringed
technology would be available to the Company or, even if available, that the
terms of any such license would be satisfactory.

25
<PAGE>
Employees

As of April 2, 1995, the Company had 801 full-time employees, of whom 572
were engaged in manufacturing, 103 in product development and support, 71 in
sales, and 55 in general management and administration. The Company has never
experienced a work stoppage and no employees are represented by labor unions.
The Company believes that its employee relations are good.

Properties

The Company designs, manufactures, and markets all of its products from a
fully-integrated, approximately 500,000 square foot manufacturing facility on a
25 acre site located in Charlottesville, Virginia. All of the Company's
operations and development are located at this facility, which the Company owns.
The Company believes that its facilities are adequate for both the operation of
its business as presently conducted and expansion in the foreseeable future.

The Company's facilities are subject to a variety of federal, state, and
local environmental protection laws and regulations, including provisions
relating to the discharge of materials into the environment. The cost of
compliance with such laws and regulations has not had a material adverse effect
upon the Company's capital expenditures, earnings or competitive position, and
it is not anticipated to have a material adverse effect in the future.

In 1988, the Company voluntarily discontinued its use of a concrete
underground hydraulic oil and chlorinated solvent storage tank. In conjunction
therewith, nearby soil and groundwater contamination was noted. As a result, the
Company developed a plan of remediation that was approved by the Virginia Water
Control Board on January 31, 1989. The plan was later amended and approved by
the Virginia Department of Environmental Quality, after which the Company
commenced the remediation efforts required thereunder. In 1993, the Company
provided a $45,000 reserve for the estimated cost to implement the remediation
plan.

LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which the Company or any of its
subsidiaries is a party or to which any of their property is the subject.

<PAGE>
MANAGEMENT

The following table sets forth certain information regarding the Company's
directors, executive officers and a key employee.

Name Age Position
---- --- --------
Officers and Directors
William G. Mustain .. 53 Chairman of the Board, President, and Chief
Executive Officer
Wayne R. Wilver ...... 61 Senior Vice President, Chief Financial Officer,
Treasurer, and Secretary
Stephen C. Ayers .... 40 Vice President, Sales and Marketing
Joe D. Ford .......... 47 Vice President, Human Resources
Keith J. Johnstone .. 48 Vice President, Manufacturing
Lawrence K. Tate .... 52 Vice President, Quality
Ove Villadsen ........ 54 Vice President, Engineering
A.M. Gleason ......... 65 Director
Michael C. Henderson 48 Director
William E. Porter ... 50 Director
John W. Rosenblum ... 51 Director
Dianne C. Walker .... 38 Director

Key Employee
William C. Grover ... 56 President, Comdial Enterprise Systems, Inc.

The business experience, principal occupations and employment, as well as the
periods of service, of each of the directors, executive officers and a key
employee of the Company during at least the last five years are set forth below.

William G. Mustain joined the Company as Vice President of Operations in June
1987 and assumed the position of President, Chief Executive Officer and Director
in May 1989. In April 1995, Mr. Mustain became Chairman of the Board of
Directors. Prior to joining the Company, Mr. Mustain was Vice President of
Operations (Engineering and Manufacturing) for Norand Corporation, a
manufacturer and marketer of mobile computing systems and premises
based-wireless data communication networks, from 1983 to 1987 and held various
engineering and manufacturing positions with General Electric Company from 1964
to 1983.

Wayne R. Wilver joined the Company in July 1986 and has served in his present
position as Senior Vice President, Chief Financial Officer, Treasurer, and
Secretary since May 1989. Between 1983 and 1986, Mr. Wilver served as Vice
President -- Finance and Business Management and Treasurer to the U.S. Committee
for Energy Awareness. From 1955 to 1983, Mr. Wilver held various management
positions with General Electric Company, including Chief Financial Executive of
its Mobile Communications Business division.

Stephen C. Ayers joined the Company in November 1988 as Vice President in
charge of Sales and Marketing. Prior to that time, he held various sales
management positions with BellSouth Communications Systems, Inc., a subsidiary
of BellSouth, Inc.

Keith J. Johnstone was elected Vice President in charge of Manufacturing for
the Company in May 1990. He has been employed in various positions with the
Company and its affiliates since 1980, including Director of Customer Service,
Director of Materials, Director of Manufacturing Systems, and Plant Manager.

Joe D. Ford was elected Vice President in charge of Human Resources in April
1995. Prior to his election, Mr. Ford served as the Company's Director of Human
Resources. Mr. Ford joined Stromberg-

<PAGE>

Carlson Telephone Systems, Inc., a division of General Dynamics, in 1979 and
joined the Company when it acquired Stromberg-Carlson's Charlottesville
operations in October 1982.

Lawrence K. Tate was elected Vice President in charge of Quality in November
1982. Between 1969 and 1982, he held various management positions, including
Vice President -- Manufacturing Operations, for Stromberg-Carlson Telephone
Systems, Inc., which operated the Charlottesville manufacturing facility before
the Company acquired it in October 1982.

Ove Villadsen was elected Vice President in charge of Engineering in May
1989. Prior to that time, Mr. Villadsen served as Vice President of one of the
Company's subsidiaries and has been employed in various management positions by
the Company or its affiliates since 1980.

A. M. Gleason retired in May 1995 as Vice Chairman and director of
PacifiCorp, a diversified public utility. Prior to January 1994, Mr. Gleason was
President and Chief Executive Officer of PacifiCorp. He is also a director of
Tektronix, Inc., Blount, Inc., and Fred Meyer, Inc. Mr. Gleason has served as a
director of the Company since 1981.

Michael C. Henderson is President and Chief Executive Officer of PacifiCorp
Holdings, Inc., a holding company which owns 87% of Pacific Telecom, Inc., and
100% of Pacific Generation Company and PacifiCorp Financial Services, Inc. He is
also President and Chief Executive Officer of PacifiCorp Financial Services,
Inc., a diversified financial services company, and served as Chairman of
Pacific Generation Company, developer and operator of independent power
projects. Prior to April 1993, Mr. Henderson was Vice President -- Community and
Energy Services of PacifiCorp. Between April 1991 and April 1992, Mr. Henderson
served as Senior Vice President -Portfolio Management of PacifiCorp Financial
Services, Inc. ("PFS"), and in that capacity held various management positions
in companies in which PFS held equity interests. From 1986 to 1990, Mr.
Henderson served as Chief Executive Officer of Crescent Foods, Inc., and was
President of Sound Strategies, a solely owned consulting firm from 1990 to 1991.
Mr. Henderson serves as Chairman of the Board of Albina Community Bancorp. Mr.
Henderson has served as a director of the Company since April 1995.

William E. Porter is Vice President -- Project Future of Trigon Blue Cross
Blue Shield (formerly Blue Cross Blue Shield of Virginia). Between 1992 and May
1994, Mr. Porter was a Vice President of the Integrated Systems Division of
Century Technologies Corporation, a systems integration company. Between 1990
and 1992, Mr. Porter served as Deputy Chief of Staff for the Governor of the
Commonwealth of Virginia and as Deputy Secretary of Commerce and Trade. He
served as a director of the Metropolitan Washington Airports Authority between
1992 and 1994 and as a director of Virginia's Center for Innovative Technology
in 1993. Mr. Porter has served as a director of the Company since July 1994.

John W. Rosenblum is a Tayloe Murphy Professor of Business Administration and
was Dean from 1983 to 1993 at the Darden Graduate School of Business
Administration at the University of Virginia. He is also a director of
Chesapeake Corporation, Cadmus Communications Corp., T. Rowe Price Associates,
and Cone Mills Corporation. Mr. Rosenblum has served as a director of the
Company since 1992.

Dianne C. Walker is an independent consultant. Prior to January 1995, she was
a consultant to Bear Stearns & Co. Inc., an investment banking firm. Prior to
August 1992, she was a consultant to and between April 1990 and July 1991, Vice
President of Kidder Peabody & Co., Inc., an investment banking firm. Between
1988 and 1990, Ms. Walker was a consultant to Pacific Telecom, Inc., a
telecommunications company and an affiliate of PCI and of the Company. She is
also a director of Satellite Technology Management, Inc., Catalina Marketing
Corporation, Arizona Public Service Company, and Microtest, Inc. Ms. Walker has
served as a director of the Company since 1986.

William C. Grover has been the President of CES, a wholly owned subsidiary of
the Company which markets CTI hardware and software since August 1993. Prior to
joining the Company, Mr. Grover was the Chief Executive Officer of a software
database company after spending 17 years as an executive at Sperry Computer
Systems, three years as Senior Vice President -- Sales and Marketing for Norand
Corporation, and two years as President of Sequoia Systems.

<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of June 12, 1995, and
as adjusted to reflect the sale of 1,000,000 shares of Common Stock by the
Company and 2,000,000 shares by the Selling Stockholder in this offering
regarding the beneficial ownership of the Company's Common Stock by (i) all
persons known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each director and officer of the Company, (iii) all directors
and officers of the Company as a group and (iv) the Selling Stockholder. All
information with respect to ownership by the Selling Stockholder has been
furnished by the Selling Stockholder.

Amount and Percent of Outstanding
Nature of Shares Shares Owned Stock Owned(3)
Beneficial Being After Before After
Name and Address of Beneficial Owner Ownership(1) Offered(2) Offering(2) Offering Offering
- -------------------------------------- --------- --------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
PacifiCorp Credit, Inc. (4), (5) ...... 2,907,169 2,000,000 907,169 41.1% 11.2%
825 N. E. Multnomah Street Suite 775
Portland, Oregon 97232-2152
ALLTEL Corporation (4)................. 365,222 -- 365,222 5.2% 4.5%
One Allied Drive
Little Rock, Arkansas 72202 ..........
Dimensional Fund Advisors, Inc. (4),
(6).................................... 367,233 -- 367,233 5.2% 4.5%
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401........
A. M. Gleason (7)...................... 19,600 -- 19,600 **
Michael C. Henderson (8), (9).......... 2,910,503 -- 910,503 41.1% 11.3%
William E. Porter (9).................. 6,666 -- 6,666 **
John W. Rosenblum (9).................. 13,333 -- 13,333 **
Dianne C. Walker (10).................. 16,700 -- 16,700 **
William G. Mustain .................... 41,895 -- 41,895 **
Wayne R. Wilver (11)................... 24,444 -- 24,444 **
Stephen C. Ayers (12) ................. 13,222 -- 13,222 **
Joe D. Ford (13) ...................... 1,711 -- 1,711 **
Keith J. Johnstone (14) ............... 6,845 -- 6,845 **
Lawrence K. Tate (15) ................. 20,088 -- 20,088 **
Ove Villadsen (14) .................... 9,678 -- 9,678 **
All directors and officers as a group
(12 persons) (16) ..................... 3,084,686 -- 1,084,685 43.3% 13.3%
<FN>

* Less than one percent of the issued and outstanding shares of Common Stock.

(1) Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is
generally determined by voting power and/or investment power with respect to
securities and accordingly, may include securities owned by or for, among
others, the spouse and/or minor children of an individual and any other
relative who has the same home as such individual, as well as other
securities as to which the owner has or has the right to acquire within 60
days after June 12, 1995. However, shares of Common Stock issuable upon
conversion of shares of Series A 7 1/2 % Cumulative Convertible Redeemable
Preferred Stock of the Company ("Series A Preferred Stock") have not been
included in the table (see

<PAGE>
note 5). Except as indicated by footnote, and subject to community property
laws where applicable, the Company believes that the persons named in the
table above have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them. Beneficial ownership
may be disclaimed as to certain of the securities. For a description of the
Series A Preferred Stock, See "Description of Capital Stock."

(2) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to 450,000 shares of Common Stock from the Selling Stockholder. If such
over-allotment option is exercised in full, the number of shares of Common
Stock beneficially owned by the Selling Stockholder will be reduced to
457,169 or 5.7% of the total shares of Common Stock outstanding after the
offering.

(3) Individual percentages have been rounded. Shares subject to outstanding
stock options which the individual has the right to acquire within 60 days
after June 12, 1995, are deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by
such individual, or any group including such individual, but are not deemed
outstanding for the purpose of computing the percentage of the class owned
by any other individual.

(4) Based on information filed with the Securities and Exchange Commission by
the reporting person.

(5) Excludes 856,933 shares issuable upon the conversion of 750,000 shares
Series A Preferred Stock held by PacifiCorp Credit, Inc. ("PCI"). Mr.
Henderson, a director of the Company, is President and Chief Executive
Officer of PacifiCorp Holdings, Inc., an affiliate of PCI. Mr. Henderson
disclaims beneficial ownership of the shares of Common Stock and Series A
Preferred Stock owned by PCI.

(6) Dimensional Fund Advisors, Inc. ("DFA") is an investment advisor registered
under the Investment Advisors Act of 1940, as amended. The shares reported
in the table are held in portfolios of DFA Investment Dimensions Group,
Inc., a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and the DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which DFA serves as investment manager. DFA
disclaims beneficial ownership of all such shares. No individual client of
DFA is known to the Company to be the holder of more than five percent of
the Company's Common Stock.

(7) In May 1995, Mr. Gleason retired as Vice Chairman and a director of
PacifiCorp, an affiliate of PCI. Until April 1995, Mr. Gleason served as
PCI's nominee on the Board of Directors of the Company. PCI named Mr.
Henderson (see note 8) to replace Mr. Gleason as PCI's nominee on the Board
of Directors, effective as of the Annual Meeting held on April 27, 1995.
Although Mr. Gleason is no longer PCI's nominee, he has agreed to remain a
member of the Board. His term expires in 1997.

(8) Includes 2,907,169 shares beneficially owned by PCI (see note 5). Pursuant
to an agreement between PCI and the Company dated October 31, 1991, as long
as PCI or any of its affiliates owns at least 10% of the Company's
outstanding Common Stock, the Company will nominate and use its best efforts
to cause a nominee of PCI to become a member of the Board of Directors of
the Company. Mr. Henderson currently serves as PCI's nominee on the
Company's Board of Directors having replaced Mr. Gleason (see note 7). Mr.
Henderson is President and Chief Executive Officer of PacifiCorp Holdings,
Inc., a holding company which owns 87% of Pacific Telecom Inc., and 100% of
Pacific Generation Company and PacifiCorp Financial Services, Inc. He is
also President and Chief Executive Officer of PacifiCorp Financial Services,
Inc., an affiliate of PCI.

(9) Includes 3,333 shares issuable upon the exercise of stock options.

(10) Includes 6,666 shares issuable upon the exercise of stock options.

(11) Includes 2,222 shares issuable upon the exercise of stock options.

(12) Includes 5,555 shares issuable upon the exercise of stock options.

(13) Includes 1,111 shares issuable upon the exercise of stock options.

(14) All shares issuable upon the exercise of stock options.

(15) Includes 3,958 shares issuable upon the exercise of stock options.

(16) Includes 46,034 shares issuable upon the exercise of stock options and
2,907,169 shares beneficially owned by PCI (see note 5).
</TABLE>
30
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock and selected
provisions of its Restated Certificate of Incorporation and Bylaws is a summary
and is qualified in its entirety by the Company's Restated Certificate of
Incorporation and Bylaws, copies of which have been filed with the Securities
and Exchange Commission as exhibits to the Registration Statement of which this
Prospectus is a part.

The Company is a Delaware corporation authorized to issue 2,000,000 shares of
Preferred Stock, par value $10.00, and 30,000,000 shares of Common Stock, par
value $0.01.

Common Stock

The holders of Common Stock have full voting rights, subject to any voting
rights of any shares of Preferred Stock then outstanding, and are entitled to
one vote for each share held of record on each matter submitted to a vote of the
stockholders. Holders of Common Stock have no rights to convert their shares
into other securities and no right to vote cumulatively for the election of
directors. Subject to the preferences that may be applicable to any shares of
Preferred Stock then outstanding, the holders of the shares of Common Stock will
be entitled to receive such dividends, if any, as may be declared by the Board
of Directors out of legally available funds and to share ratably in any
distribution to the stockholders, including any distribution upon the
liquidation of the Company.

The Company has not paid dividends on its Common Stock. The terms of the
Company's loan and security agreement with Shawmut Capital Corporation prohibits
the payment of dividends on the Comdial Common Stock. Furthermore, the terms of
the Series A Preferred Stock prohibit the payment of dividends on the Common
Stock unless the Company is current in the payment of dividends required with
respect to the Series A Preferred Stock. Accordingly, the Company does not
anticipate paying dividends on its Common Stock in the foreseeable future. See
"Dividend Policy." As of June 26, 1995 there were approximately 7,085,529 shares
of Common Stock outstanding, as adjusted to reflect the one-for-three reverse
split of the Common Stock.

Preferred Stock

The Company's Preferred Stock is of the type referred to as "blank check"
preferred. "Blank check" preferred stock refers to preferred stock for which the
designations, preferences, conversion rights, qualifications, limitations or
restrictions thereof may be determined by a corporation's board of directors at
the time of issuance. As a result, the Board of Directors may, without further
action by the stockholders, issue shares of Preferred Stock in one or more
series and fix or alter the rights, preferences, privileges and restrictions,
including dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of redemption, rights upon dissolution or liquidation, sinking
funds and any other rights, preferences and limitations. The issuance of
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of holders of Common Stock and, under certain
circumstances, make it more difficult for a third-party to acquire control of
the Company.

On February 1, 1994, the Company issued 850,000 shares of Series A Preferred
Stock to PCI as part of its recapitalization and later redeemed 100,000 shares
of Series A Preferred Stock. The Company has no present plans to issue
additional shares of Preferred Stock and intends to redeem all of the Series A
Preferred Stock upon completion of this offering. See "Use of Proceeds."

Series A Preferred Stock

With respect to dividend rights and rights on liquidation, dissolution and
winding up, the Series A Preferred Stock is senior to the Common Stock. Without
the affirmative vote of 67% of the shares of Series A Preferred Stock at the
time outstanding, the Company is prohibited from amending its Restated
Certificate of Incorporation to adopt a certificate of designation to or
otherwise (i) create any class of stock, issue any series of Preferred Stock or
any other equity security ranking prior to or in parity with the Series A
Preferred Stock as to dividends or upon liquidation or (ii) alter or change any
of

<PAGE>

the preferences, privileges, rights or powers of the holders of the Series A
Preferred Stock so as to affect adversely such preferences, privileges, rights
or powers. Holders of Series A Preferred Stock are entitled to receive, out of
funds of the Company legally available for the payment of dividends, cumulative
quarterly dividends per share in the following amounts: $0.19 on the last day of
March, $0.19 on the last day of June, $0.19 on the last day of September and
$0.18 on the last day of December.

Holders of shares of Series A Preferred Stock then outstanding have a
liquidation preference of $10.00 per share plus an amount equal to accrued
dividends. Outstanding shares of Series A Preferred Stock may be redeemed at the
option of the Company, in whole or in part, at any time upon not less than 30
days nor more than 90 days prior written notice, at a redemption price equal to
all accumulated but unpaid dividends plus an amount (the "Applicable Amount")
equal to (i) $10.00 per share during the four calendar years after the issuance
of the Series A Preferred Stock, or (ii) during each calendar year after the
fourth year after issuance, an amount equal to the Applicable Amount in the
preceding year plus $0.50 per share; provided that the redemption price per
share for any transaction which results in the total number of shares of Series
A Preferred Stock that have been redeemed (including the shares redeemed in such
transaction) equaling at least ten percent (10%) of the total number of shares
of Series A Preferred Stock which were originally issued, and for all subsequent
transactions, shall be the price which was in effect during the year preceding
the year in which the total number of shares of Series A Preferred Stock
redeemed equals ten percent or more.

Shares of Series A Preferred Stock are non-voting, except where required by
law and to effect the dissolution of the Company, the sale, lease, exchange of
all or substantially all of its property and assets, the merger or consolidation
of the Company with or into any other entity or the voluntary bankruptcy of the
Company which requires the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock. The holder or holders of Series
A Preferred Stock has the right to elect two members of the Board of Directors
or such greater number as is necessary to equal at least 40% of the Board, if
the Company does not pay four consecutive quarterly dividends required by the
terms of the Series A Preferred Stock.

Each share of Series A Preferred Stock may be converted at the option of the
holder at any time into approximately 1.14258 fully paid and nonassessable
pre-split shares of Company Common Stock. The number of shares of stock into
which each share of Series A Preferred Stock is convertible is subject to
anti-dilution protection upon the occurrence of certain events, including (i)
stock dividends or other distributions of the Common Stock, (ii) stock splits
affecting the Common Stock, reverse stock splits, share exchanges, or
reclassifications, (iii) certain issuances of Common Stock (or rights, warrants,
or securities convertible or exchangeable into Common Stock) at a price per
share (or having a conversion or exercise price per share) less than the market
price (as defined), or (iv) a merger, consolidation, or other reorganization of
the Company.

Delaware Law and Certain Charter Provisions

Section 203 of the Delaware General Corporation Law prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or within three years, did
own) 15% or more of the corporation's voting stock.

The Company's Restated Certificate of Incorporation (the "Restated
Certificate") divides the Board of Directors into three classes. One class of
directors is elected at each annual meeting for a three-year term. The Restated
Certificate also provides that the affirmative vote of the holders of not less
than 60 percent of the total voting power of all outstanding shares of Common
Stock of the Company is required to approve a merger, consolidation or other
business reorganization or combination of the Company with any other corporation
or for the sale of all or substantially all of the assets of the Company.
Furthermore, amendments to these provisions must be approved by not less than 60
percent of the total voting power of all outstanding shares of Common Stock of
the Company. Special meetings of stock-

32
<PAGE>
holders may be called only by the Secretary at the request of the Board of
Directors or by the Chairman of the Board, and stockholder action may not be
taken by written consent. These provisions could have the effect of discouraging
takeover attempts or delaying or preventing a change of control of the Company.

Indemnification

The Company's Bylaws and the General Corporation Law of Delaware authorize
indemnification of directors, officers, employees and agents of the Company and
of persons serving in similar capacities for other entities at the Company's
request so long as such person (i) acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful and (ii) in the event of a suit by or in the
right of the Company, was not adjudged liable for negligence or misconduct in
the performance of his duty to the Company, unless there is a court
determination that indemnification is fair and reasonable under all the
circumstances. The Bylaws and the General Corporation Law of Delaware also allow
advances of the costs of defending against litigation and permit the purchase of
insurance on behalf of directors, officers, employees and agents against
liabilities whether or not in the circumstances the Company would have the power
to indemnify against such liabilities under the provisions of the Bylaws or the
statute. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provision, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

As permitted by Section 102 of the Delaware General Corporation law, the
Company's Restated Certificate of Incorporation contains provisions eliminating
a director's personal liability for monetary damages to the Company and its
stockholders arising from a breach of a director's fiduciary duty except for
liability under Section 174 of the Delaware General Corporation law or liability
for any breach of the director's duty of loyalty to the Company or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction in
which the director derived an improper personal benefit.

Transfer Agent

Chemical Bank is the transfer agent for the Company's Common Stock.

<PAGE>
UNDERWRITING

The Underwriters below, for whom Rodman & Renshaw, Inc. is acting as
Representative, have severally agreed, subject to the terms and conditions
contained in the Underwriting Agreement, to purchase from the Company and the
Selling Stockholder the number of shares of Common Stock set forth below
opposite their respective names.

Underwriter Number of Shares
----------- ----------------
Rodman & Renshaw, Inc................

Total ............................ 3,000,000

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other considerations. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock if any are purchased.

The Underwriters, through the Representative, have advised the Company that
they propose to offer the Common Stock initially at the public offering price
set forth on the cover page of this Prospectus; that the Underwriters may allow
to selected dealers a concession of $ per share, and that such dealers may
reallow a concession of $ per share to certain other dealers. After the public
offering, the offering price and other selling terms may be changed by the
Underwriters. The Common Stock is included for quotation on the Nasdaq National
Market.

The Selling Stockholder has granted to the Underwriters a 30-day
over-allotment option to purchase up to an aggregate of 450,000 additional
shares of Common Stock, exercisable at the public offering price less the
underwriting discount. If the Underwriters exercise such over-allotment option,
then each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage thereof as the number
of shares of Common Stock to be purchased by it as shown in the above table
bears to the 3,000,000 shares of Common Stock offered hereby. The Underwriters
may exercise such option only to cover over-allotments made in connection with
the sale of the shares of Common Stock offered hereby.

The Company, the officers and directors of the Company, and the Selling
Stockholder have agreed that they will not sell or dispose of any shares of
Common Stock of the Company for a period of 180 days after the later of the date
on which the Registration Statement is declared effective by the Commission or
the first date on which the shares are bona fide offered to the public, without
the prior written consent of the Representative. The Company may issue shares of
Common Stock in connection with the exercise of options under the Company's 1992
Stock Incentive Plan and the 1992 Non-Employee Directors Plan. In addition,
ALLTEL Corporation, a stockholder of the Company, has agreed with the Company
that absent unanticipated or unusual circumstances that, if known, would have
affected its decision to enter into the agreement, it will not sell or dispose
of shares of Common Stock of the Company owned by it before the earlier of (i)
the date that is 60 days after the date that the Registration Statement, of
which this Prospectus is a part, is declared effective and (ii) October 1, 1995,
except for

<PAGE>
approximately 13,399 shares of Common Stock which it may sell in accordance with
the provisions of Rule 144 under the Securities Act. After the expiration of
this "lock-up" period, ALLTEL Corporation will not be subject to any contractual
restriction on the resale of shares of the Company's Common Stock in the public
market, which could adversely affect the market price of the Common Stock
prevailing from time to time.

The Company has agreed to indemnify the Underwriters against certain
liabilities, losses and expenses, including liabilities under the Securities
Act, or to contribute to payments that the Underwriters may be required to make
in respect thereof.

In connection with the offering made hereby, certain Underwriters and selling
group members (if any) or their respective affiliates who are qualified
registered market makers on the Nasdaq National Market may engage in passive
market making transactions in the Common Stock on the Nasdaq National Market in
accordance with Rule 10b-6A under the Exchange Act, during the two business day
period before commencement of offers or sales of the Common Stock. The passive
market making transactions must comply with applicable volume and price limits
and be identified as such. In general, a passive market maker may display its
bid at a price not in excess of the highest independent bid for such security;
if all independent bids are lowered below the passive market maker's bid,
however, such bid must then be lowered when certain purchase limits are
exceeded.

Rodman & Renshaw, Inc. has performed investment banking services since March,
1995 for the Company and received $20,000 therefor. In addition, another firm,
whose investment banking and equity departments were acquired by Rodman &
Renshaw, Inc., had performed similar services prior to March, 1995 and received
$75,000 therefor.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by McGuire, Woods, Battle &
Boothe, L.L.P., Charlottesville, Virginia. Certain matters in connection with
the sale of Common Stock offered hereby will be passed on for the Underwriters
by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York. As of,
1995, partners and associates of McGuire, Woods, Battle & Boothe, L.L.P., which
serves as general counsel to the Company, owned of record and beneficially 1,001
shares of Common Stock of the Company.

EXPERTS

The audited financial statements included in this Prospectus, which is part
of this Registration Statement, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

<PAGE>
INDEX TO FINANCIAL STATEMENTS

Page
----
<S> <C>
Independent Auditors' Report......................................................... F-2

Consolidated Balance Sheets as of December 31, 1993 and 1994 and April 2, 1995 ...... F-3

Consolidated Statements of Operations for the Years Ended December 31, 1992, 1993
and 1994 and the Quarters Ended April 3, 1994 and April 2, 1995...................... F-4

Consolidated Statements of Stockholders' Equity for the Years Ended December 31,
1992, 1993 and 1994 and the Quarter Ended April 2, 1995.............................. F-5

Statements of Cash Flows for the Years Ended December 31, 1992, 1993 and 1994 and
the Quarters Ended April 3, 1994 and April 2, 1995................................... F-6

Notes to Financial Statements........................................................ F-7

</TABLE>

The financial statements as of and for the periods ended April 3, 1994 and April
2, 1995 are unaudited.

F-1

<PAGE>

The accompanying financial statements reflect a one-for-three reverse split
of common stock, which is to be effected prior to the effective date of this
Registration Statement, which is expected to be on or about July , 1995. The
above report is in the form which will be signed by Deloitte & Touche LLP upon
consummation of such reverse split, which is described in Note 1 and Note 14 of
the Notes to Consolidated Financial Statements and, assuming that from January
30, 1995 to the date of such reverse split, no other events shall have occurred
that would affect the accompanying financial statements and notes thereto:

INDEPENDENT AUDITORS' REPORT

"Board of Directors and Stockholders
Comdial Corporation
Charlottesville, Virginia

We have audited the accompanying consolidated balance sheets of Comdial
Corporation and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Comdial Corporation and
subsidiaries at December 31, 1994 and 1993, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1994, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Richmond, Virginia
January 30, 1995 (May 18, 1995 as to the first paragraph
of Note 14, June 26, 1995 as to the second paragraph
of Note 14, July 2, 1995 as to the third paragraph
of Note 6, and July , 1995 as to the last paragraph
of Note 1 and Note 14)"

F-2
<PAGE>

COMDIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)

December 31,
------------------- April 2,
1993 1994 1995
--------- -------- ---------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents........................... $ 5,474 $ 1,679 $ 62
Accounts receivable -- net.......................... 6,184 6,637 8,881
Inventories......................................... 14,844 16,869 17,366
Prepaid expenses and other current assets .......... 1,799 1,014 1,445
Total current assets.............................. 28,301 26,199 27,754
Property -- net..................................... 14,187 13,668 13,541
Other assets........................................ 2,315 2,393 2,434
Total assets...................................... $ 44,803 $ 42,260 $ 43,729

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.................................... $ 5,059 $ 6,977 $ 7,629
Accrued payroll and related expenses................ 1,222 1,373 1,411
Accrued promotional allowances...................... 1,170 1,592 1,028
Other accrued liabilities........................... 1,655 2,160 1,515
Current maturities of debt.......................... 4,252 2,466 3,889
Total current liabilities......................... 13,358 14,568 15,472
Long-term debt...................................... 18,943 4,737 3,988
Long-term employee benefit obligations.............. 1,700 1,912 1,974
Other long-term liabilities......................... 52 -- --
Commitments and contingent liabilities (see Note
13)...............................................
Total liabilities................................. 34,053 21,217 21,434

Stockholders' equity
Series A 7 1/2 % preferred stock ($10.00 par value),
(Authorized shares 2,000; issued shares 750)......... -- 7,500 7,500
Common stock ($0.01 par value) and paid-in capital
(Authorized 30,000 shares; issued shares: 1993 =
6,855; 1994 = 6,980; April 2, 1995 = 7,036) ......... 100,047 100,320 100,517
Other................................................... (814) (942) (973)
Accumulated deficit..................................... (88,483) (85,835) (84,749)
Total stockholders' equity............................ 10,750 21,043 22,295
Total liabilities and stockholders' equity ......... $ 44,803 $ 42,260 $ 43,729
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>
COMDIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

Years Ended December 31, Quarter Ended
April 3, April 2,
1992 1993 1994 1994 1995
------- ------- ------- -------- -------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net sales...................................... $70,897 $69,099 $77,145 $ 17,639 $22,316
Cost of goods sold............................. 50,212 47,485 52,418 11,773 15,192
Gross profit................................. 20,685 21,614 24,727 5,866 7,124
Operating expenses:
Selling, general & administrative............ 13,829 12,805 15,128 3,739 4,344
Engineering, research & development.......... 3,784 3,424 3,932 984 1,043
Operating income........................... 3,072 5,385 5,667 1,143 1,737
Other expense (income):
Interest expense........................... 2,564 2,420 1,267 392 273
Miscellaneous expense...................... 402 420 670 114 194
Gain on the sale of product line........... (791) -- -- -- --
Income before income taxes and extraordinary
item....................................... 897 2,545 3,730 637 1,270
Income tax expense........................... 13 129 116 22 40
Income before extraordinary item............. 884 2,416 3,614 615 1,230
Extraordinary item, write-off of debt issuance
cost........................................ -- -- 389 389 --
Net income.................................. 884 2,416 3,225 226 1,230
Dividends on preferred stock.................. -- -- 577 106 143
Net income applicable to common stock ...... $ 884 $ 2,416 $ 2,648 $ 120 $ 1,087
Earnings per common share and common
equivalent share: ..........................
Primary:
Income before extraordinary item........ $ 0.13 $ 0.35 $ 0.42 $ 0.07 $ 0.15
Extraordinary item...................... -- -- (0.05) (0.05) --
Net income per common share........... $ 0.13 $ 0.35 $ 0.37 $ 0.02 $ 0.15
Fully diluted........................... $ 0.13 $ 0.34 $ 0.37 $ 0.02 $ 0.15
Weighted average common shares outstanding:
Primary....................................... 6,738 6,935 7,231 7,247 7,216
Fully diluted................................. 6,738 7,158 7,231 7,247 7,216

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

COMDIAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

Notes
Receivable
Common Stock Preferred Stock Paid-in Treasury Stock on Sale Retained
Shares Amount Shares Amount Capital Shares Amount of Stock Earnings Total
------ ------ ------ ------ -------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1992 ..... 6,014 $ 60 -- $ -- $ 99,272 (50) $ (583) $ (623) $(91,783) $6,343
PROCEEDS FROM SALE OF COMMON
STOCK:
INCENTIVE PLANS ................ (36) (36)
NOTES RECEIVABLE ............... 4 4
RECLASSIFICATION OF NOTES
RECEIVABLE ..................... 316 316
NET INCOME ..................... 884 884

BALANCE AT DECEMBER 31, 1992 ... 6,014 60 -- -- 99,236 (50) (583) (303) (90,899) 7,511
PROCEEDS FROM SALE OF COMMON STOCK:
INCENTIVE PLANS ................ (20) (20)
NOTES RECEIVABLE ............... 74 74
STOCK OPTIONS EXERCISED ........ 44 1 95 96
WARRANTS EXERCISED ............. 834 8 637 645
INCENTIVE STOCK ISSUED ......... 13 30 30
TREASURY STOCK PURCHASED ....... (1) (2) (2)
NET INCOME ..................... 2,416 2,416

BALANCE AT DECEMBER 31, 1993 ... 6,905 69 -- -- 99,978 (51) (585) (229) (88,483) 10,750
PROCEEDS FROM SALE OF COMMON
STOCK:
NOTES RECEIVABLE ............... (146) 47 (99)
STOCK OPTIONS EXERCISED ........ 147 1 288 289
INCENTIVE STOCK ISSUED ......... 13 130 130
PREFERRED STOCK ISSUED ......... 850 8,500 8,500
REDEEMED PREFERRED STOCK ....... (100) (1,000) (1,000)
TREASURY STOCK PURCHASED ....... (34) (175) (175)
DIVIDEND PAID ON PREFERRED STOCK (577) (577)
NET INCOME ..................... 3,225
3,225
BALANCE AT DECEMBER 31, 1994 ... 7,065 70 750 7,500 100,250 (85) (760) (182) (85,835) 21,043
PROCEEDS FROM SALE OF COMMON
STOCK:
NOTES RECEIVABLE ............... 2 2
STOCK OPTION EXERCISED ......... 47 1 80 81
INCENTIVE STOCK ISSUED ......... 13 115 115
TREASURY STOCK PURCHASED ....... (4) (33) (33)
DIVIDEND PAID ON PREFERRED STOCK (143) (143)
NET INCOME ..................... 1,230 1,230
ROUNDING ....................... 1 (1)
BALANCE AT APRIL 2, 1995
(UNAUDITED) .................... 7,125 $ 72 750 $ 7,500 $100,445 (89) $(793) $(180) $(84,749) $22,295

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

COMDIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Years ended December 31, Quarter Ended
------------------------------ ----------------------
April 3, April 2,
1992 1993 1994 1994 1995
-------- -------- -------- ----------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers....................... $ 72,525 $ 74,265 $ 81,298 $ 17,456 $ 21,496
Other cash received................................ 1,083 1,236 2,305 430 236
Interest received.................................. 89 65 56 51 15
Cash paid to suppliers and employees............... (68,994) (66,725) (75,888) (17,364) (23,088)
Interest paid on debt.............................. (2,161) (1,981) (924) (431) (223)
Interest paid under capital lease obligations...... (354) (256) (284) (83) (50)
Income taxes paid.................................. (13) (44) (200) (66) --
Net cash provided (used) by operating activities. 2,175 6,560 6,363 (7) (1,614)
Cash flows from investing activities:
Proceeds from the sale of equipment................ 1,010 56 206 31 --
Proceeds received on note from Cortelco
International, Inc............................... -- 1,000 1,000 -- --
Capital expenditures............................... (1,776) (848) (2,116) (453) (585)
Net cash provided (used) by investing activities. (766) 208 (910) (422) (585)
Cash flows from financing activities:
Proceeds from borrowings........................... 1,972 2,660 7,300 6,000 --
Net borrowings under revolver agreement ........... -- -- -- 2,546 1,445
Proceeds from issuance of common stock............. -- 739 203 149 51
Principal payments on debt......................... (3,800) (3,859) (14,365) (13,175) (608)
Principal payments under capital lease obligations. (1,978) (1,233) (809) (256) (163)
Preferred stock redemption......................... -- -- (1,000) -- --
Preferred dividends paid........................... -- (577) (106) (143)
Net cash provided (used) by financing activities. (3,806) (1,693) (9,248) (4,842) 582
Net increase (decrease) in cash and cash
equivalents........................................ (2,397) 5,075 (3,795) (5,271) (1,617)
Cash and cash equivalents at beginning of year ...... 2,796 399 5,474 5,474 1,679
Cash and cash equivalents at end of year............. $ 399 $ 5,474 $ 1,679 $ 203 $ 62
Reconciliation of net income to net cash provided
by operating activities:
Net income......................................... $ 884 $ 2,416 $ 3,225 $ 226 $ 1,230
Depreciation and amortization.................... 2,974 3,138 4,138 1,212 915
Decrease (increase) in accounts receivable ...... (1,462) 689 (453) (1,334) (2,244)
Inventory provision.............................. 1,497 900 964 425 451
Decrease (increase) in inventory................. 170 (307) (2,989) (1,692) (948)
Increase in other assets......................... (3,982) (958) (1,620) (874) (675)
Increase (decrease) in accounts payable and bank
overdrafts..................................... 1,889 (639) 1,918 1,896 652
Increase (decrease) in other liabilities......... (79) 1,237 1,238 (21) (1,109)
Increase (decrease) in paid--in capital and other
equity......................................... 284 84 (58) 155 114
Total adjustments............................ 1,291 4,144 3,138 (233) (2,844)
Net cash provided (used) by operating activities. $ 2,175 $ 6,560 $ 6,363 $ (7) $ (1,614)

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>
COMDIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Comdial
Corporation and its subsidiaries (the "Company"). All significant intercompany
accounts and transactions have been eliminated.

Unaudited Financial Statements

The consolidated balance sheet as of April 2, 1995, the consolidated
statements of operations and cash flows for the quarters ended April 3, 1994 and
April 2, 1995, and the consolidated statement of stockholders' equity for the
quarter ended April 2, 1995 and related information contained in these notes
have been prepared by management of the Company without audit. In the opinion of
management, all accruals (consisting of normal recurring accruals) which are
necessary for a fair presentation of financial position and results of
operations for such periods have been made. Results for an interim period should
not be considered as indicative of results for a full year.

Cash and Cash Equivalents

Cash equivalents are defined as short-term liquid investments with original
maturities when purchased of less than 90 days that are readily convertible into
cash. Under the Company's current cash management policy, borrowings from the
revolving credit facility are used for normal operating purposes. The revolving
credit facility is reduced by cash receipts that are deposited daily. Bank
overdrafts of $1,099,000 and $2,236,000 are included in Accounts Payable at
December 31, 1994 and April 2, 1995 (unaudited), respectively, which are
outstanding checks that have not (1) cleared the bank and (2) been funded by the
revolving credit facility (see Note 5). The Company is reporting the revolving
credit facility activity on a net basis on the Consolidated Statements of Cash
Flows.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market.

Property/Depreciation

Depreciation is computed using the straight-line method for all buildings,
land improvements, machinery and equipment, and capitalized lease property over
their estimated useful lives. Effective January 1, 1994, the Company revised the
estimated useful lives of certain computer hardware equipment from seven to five
years to more closely reflect expected remaining business lives. The effect of
this change in accounting estimate was to increase depreciation expense and
decrease income from continuing operations in 1994 by $239,000 or $0.03 per
share. Management believes this change is warranted due to the continuing
advances in computer technology. Expenditures for maintenance and repairs of
property are charged to expense. Improvements and renewals which extend economic
lives are capitalized.

The estimated useful lives are as follows:
Buildings .................................... 30 years
Land Improvements............................. 15 years
Machinery and Equipment....................... 7 years
Computer Hardware Equipment and Tooling ...... 5 years

F-7

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

Expensing of Costs

All production start-up, research and development, and engineering costs are
charged to expense, except for that portion of costs which relate to product
software development (see "Capitalized Software Development Costs").

Earnings (Loss) Per Common Share and Common Equivalent Share

For 1992, 1993, 1994, and the quarter ending April 2, 1995 (unaudited),
earnings per common share were computed by dividing net income applicable to
common shares by the weighted average number of common shares outstanding and
common equivalent shares. Fully diluted earnings per share assumes the
conversion of preferred stock and adds back the preferred stock dividends paid
to net income. The effect of the preferred stock conversion was antidilutive for
the year ended 1994.

Capitalized Software Development Costs

In 1992, 1993, and 1994, the Company incurred costs associated with
development of software related to the Company's various products. The
accounting for such software costs is in accordance with Generally Accepted
Accounting Principles ("GAAP") and Statement of Financial Accounting Standards
("SFAS") No. 86. The Company's estimate of useful life is three years. The total
amount of unamortized software development cost included in other assets is
$1,392,000 at December 31, 1994. The amounts capitalized for 1992, 1993, and
1994 were $829,000, $721,000, and $717,000, respectively, of which $591,000,
$705,000, and $858,000 were amortized in 1992, 1993, and 1994, respectively.

Postretirement Benefits Other Than Pension

The Company adopted, in 1993, SFAS No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions. SFAS No. 106 requires the Company
to accrue estimated cost relating to health care and life insurance benefits. In
1993 and 1994, the Company recognized $288,000 and $289,000, respectively.

Income Taxes

The Company adopted SFAS No. 109, Accounting for Income Taxes, in 1993, which
specifies the asset and liability approach. Under SFAS 109, the deferred tax
liability or asset is determined based on the difference between the financial
statement and tax bases of assets and liabilities as measured by the enacted tax
rates which will be in effect when the differences reverse. Deferred tax expense
is the result of changes in the liability for deferred taxes. The measurement of
deferred tax assets is reduced by the amount of any tax benefits where, based on
available evidence, the likelihood of realization cannot be established. The
Company has incurred prior cumulative operating losses through 1991 for
financial statement and tax reporting purposes (see Note 6). Tax credits will be
utilized to reduce current and future income taxes.

F-8

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

Reclassifications

Certain amounts in the 1992, 1993 and 1994 consolidated financial statements
have been reclassified to conform to a reclassification made for the period
ended April 2, 1995 presentation. The Company is currently reporting sales as a
net number that includes deductions for volume discounts, returns, and
allowances. The Company has reclassified freight expense and the cost of certain
promotional programs resulting in a reduction in sales, and an increase in cost
of sales and selling, general and administrative expense, respectively, for 1994
and the comparable prior periods. Promotional programs include various sales
incentive rebates claimed by dealers and specific end users who buy the
Company's products direct from distributors. Management considers these
reclassifications as more consistent with the nature of the sales costs
incurred, and the manner in which such costs are managed by the Company. For the
years 1992, 1993, and 1994, reclassified freight expense was $677,000, $478,000,
and $552,000, and reclassified promotional program expense was $4,751,000,
$3,538,000, and $4,492,000, respectively. These reclassifications had no effect
on previously reported consolidated net income.

Restatement of Common Stock Data

On July 28, 1995, pending approval from the Company's shareholders, the
Company expects to authorize a one-for-three reverse split of the Company's
common stock, to be effective on the date of this Prospectus. Accordingly, all
references in the accompanying financial statements to common share or per share
information have been restated to reflect this reverse stock split.

NOTE 2 -- INVENTORIES

Inventories consist of the following:

(In thousands) At December 31, At April 2,
1993 1994 1995
---- ---- ----
(Unaudited)
Finished goods ....... $ 3,972 $ 2,936 $ 3,242
Work-in-process....... 2,485 4,455 5,037
Materials and
supplies............. 8,387 9,478 9,087
Total.............. $14,844 $16,869 $ 17,366

NOTE 3 -- PROPERTY

Property consists of the following:

(In thousands) At December 31,
1993 1994
-------- --------
Land......................... $ 396 $ 396
Buildings and improvements .. 11,864 11,540
Machinery and equipment ..... 25,126 26,551
Less accumulated
depreciation................ (23,199) (24,819)
Property -- Net............ $ 14,187 $ 13,668

Depreciation expense charged to operations for the years 1992, 1993, and
1994, was $1,970,000, $2,164,000, and $2,601,000, respectively.

F-9

<PAGE>
COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 4 -- LEASE OBLIGATIONS

The Company and its subsidiaries have various capital and operating lease
obligations. Future minimum lease commitments for capitalized leases and
aggregate minimum rental commitments under operating lease agreements that have
initial non-cancelable lease terms in excess of one year are as follows:

Capital Operating
(In thousands) Leases Leases
- -------------- -------- ----------
Year Ending December 31, .........................
1995............................................ $ 807 $ 1,218
1996............................................ 565 1,182
1997............................................ 131 1,165
1998............................................ 104 1,131
1999............................................ -- 1,021
Total minimum lease commitments................ 1,607 $ 5,717
Less amounts representing interest and other
costs............................................. (260)
Principal portion of minimum lease commitments at
December 31, 1994................................. $1,347

Assets recorded under capital leases (included in property in the
accompanying Consolidated Balance Sheets) are as follows:

At December 31,
(In thousands) 1993 1994
- -------------- ------ -------

Machinery and equipment .......................... $3,430 $2,269
Less accumulated depreciation...................... (706) (570)
Property -- Net ................................. $2,724 $1,699

During 1992, 1993, and 1994, the Company entered into new capital lease
obligations which amounted to approximately $692,000, $1,597,000, and $228,000,
respectively.

Operating leases and rentals are for buildings, and factory and office
equipment. The total rent expense for operating leases, including rentals which
are cancelable on short-term notice, for the years ended December 31, 1992,
1993, and 1994 was $1,149,000, $1,025,000, and $1,023,000, respectively.

NOTE 5 -- DEBT

As of February 1, 1994, Shawmut Capital Corporation ("Shawmut"), formerly
known as Barclays Business Credit, Inc., held substantially all of the Company's
indebtedness. Prior to February 1, 1994, PacifiCorp, through its indirect
subsidiary, PacifiCorp Credit, Inc. ("PCI"), held substantially all of the
Company's indebtedness. Before December, 1993, substantially all the Company's
indebtedness was held by PacifiCorp Holdings, Inc. ("PHI"), formerly known as
Inner PacifiCorp, Inc. On December 1, 1993, PHI transferred the entirety of its
holdings in the Company to its wholly-owned subsidiary, PacifiCorp Financial
Services, Inc., which in turn transferred such holdings to its wholly-owned
subsidiary, PCI. References herein to PCI shall be deemed to include references
to PHI, its predecessor in interest to the indebtedness of the Company, where
such references are appropriate.

F-10

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

Long-term Debt

Long-term debt consisted of the following:

(In thousands) At December 31, April 2,
1993 1994 1995
- ------------- -------- ------ -----------
(Unaudited)
Notes payable to PCI (1) ......
Term note ...................... $19,191 $ -- $ --
Optional advance note .......... 2,074 -- --
Notes payable to Shawmut ......
Term notes I and II (2) ........ -- 5,854 5,246
Revolving credit (3) ........... -- -- 1,445
Capitalized leases (see Note 4) 1,930 1,349 1,186
Total debt ..................... 23,195 7,203 7,877
Less current maturities on debt 4,252 2,466 3,889
Total long-term debt ........... $18,943 $4,737 $ 3,988

(1) The term note was payable in fifty-nine equal monthly principal installments
of $150,000 with the balance due on November 1, 1996. The optional advance
note was payable in thirty-six equal monthly principal installments of
$59,000 beginning on December 1, 1993. Interest was payable monthly on both
notes.

In July, 1992, the Company sold its residential telephone product line to
International Telecommunication Asia PTE. LTD., a Singapore corporation ("IT
Asia"), which was assigned to Cortelco International, Inc. ("CII"), an
affiliate of IT Asia, in August 1993. In connection with the sale, IT Asia
delivered to the Company its non-interest bearing promissory note in the
principal amount of $2,000,000 (the "IT Asia Note"). The Company agreed to
apply the proceeds received from CII to the outstanding balance of the PCI
term note. In August, 1993, CII made the $1,000,000 principal payment to the
Company on the IT Asia Note. The Company used the proceeds from CII to repay
a portion of the term note held by PCI.

The Company's indebtedness was secured by liens on the Company's accounts
receivable, inventories, intangibles, land, and other property. Prior to
February 1, 1994, these loans accrued interest at an annual rate equal to 3
1/2 % above the prime rate of interest established by Morgan Guaranty Trust
Company (the "Morgan Guaranty Prime Rate"). The Morgan Guaranty Prime Rate
was 5 1/2 % at December 31, 1993 and February 1, 1994.

On December 23, 1993, the Company and PCI entered into an agreement (the
"Equity Agreement"), pursuant to which, among other things, PCI agreed to
accept 850,000 shares of a newly designated Series A 7 1/2 % Cumulative
Convertible Redeemable Preferred Stock ("Series A Preferred Stock") of the
Company in exchange for the cancellation of $8,500,000 of the Company's
existing indebtedness to PCI (which was a non-cash transaction).

At a special meeting held on February 1, 1994, the Stockholders of the
Company approved the exchange and amendments to the Company's Certificate of
Incorporation permitting the issuance of the Series A Preferred Stock.
Immediately following the meeting, the Company and Shawmut entered into a
loan and security agreement ("Loan Agreement") pursuant to which Shawmut
agreed to provide the Company with a $6,000,000 term loan ("Term Note I")
and a $9,000,000 revolving

F-11

<PAGE>
COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

cedit loan facility. The Company's principal balance of its indebtedness on
February 1, 1994 to PCI was $21,209,453, which was paid by using cash
generated from operations of $6,000,000, cash borrowed from Shawmut of
$6,709,453, and the cancellation of the remaining debt of $8,500,000 with
the issuance of Preferred Stock. The Company purchased from PCI 100,000
shares of the Redeemable Preferred Stock at the time the Company received
the proceeds of $1,000,000 from Cortelco in December, 1994 relating to the
sale of the residential telephone product line in 1992.

On April 29, 1994, the Company and Shawmut amended the Loan Agreement to
permit the Company to borrow an additional $1,300,000 under the Term Note
("Term Note II") to finance the purchase of additional surface mount
technology equipment. The Company will repay the additional advance in 44
consecutive monthly payments of $27,000 beginning on June 1, 1994 with the
balance due on February 1, 1998.

(2) The Shawmut Term Notes I and II of $7,300,000 carry interest rates of 1 1/2%
over the Shawmut's prime rate and are payable in equal monthly principal
installments of $152,000 for the next 14 months, and 23 equal monthly
principal installments of $110,334, with the balance due on February 1,
1998. Shawmut's prime rate was 8.5% and 9% at December 31, 1994 and April 2,
1995 (unaudited).

(3) The Shawmut revolving credit facility carries an interest rate of 1% over
Shawmut's prime rate. Availability under the revolving credit facility is
based on eligible accounts receivable and inventory, less funds already
borrowed. The Company's total indebtedness to Shawmut (term notes plus
revolving credit facility) may not exceed $14,000,000.

Scheduled maturities of Shawmut Term Notes (current and long-term debt) as
defined in the Loan Agreement are as follows:

Principal
(In thousands) Fiscal Years Installments
- -------------- ------------ ------------
Term Notes payable.......... 1995 $ 1,824 (1)
1996 1,407
1997 1,324
1998 1,299

(1) Remaining aggregate payments for 1995 as of April 2, 1995 were $1,216
(unaudited).

Debt Covenants

The Company's indebtedness to Shawmut is secured by liens on the Company's
accounts receivable, inventories, intangibles, land, and other property. Among
other restrictions, the Loan Agreement with Shawmut also contains certain
financial covenants that relate to specified levels of consolidated tangible net
worth, profitability, debt service ratio, and current ratio. The Loan Agreement
also limits additional borrowings and payment of dividends, except for payments
to PCI for their Series A Preferred Stock. On January 23, 1995, the Company and
Shawmut amended the Loan Agreement (the second amendment) to modify the covenant
restrictions on leases and profitability. As of December 31, 1994 and April 2,
1995, (unaudited) the Company was in compliance with the Loan Agreement terms as
defined in the Loan Agreement, as amended.

F-12

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 6 -- INCOME TAXES

Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method as required by
SFAS No. 109, Accounting for Income Taxes. As permitted under the rules, prior
years' financial statements have not been restated. The components of the income
tax expense are as follows:

For the Years Ended
(In thousands) December 31, For the Quarter Ended
------------------------- ---------------------
Deferred
Method Liability Method
-------- -------------------------------
April 3, April 2,
1992 1993 1994 1994 1995
---- ----- ----- ------ -----
(Unaudited)
Current-Federal $ 10 $ 89 $ 88 $ 18 $ 32
State ......... 3 40 28 4 8
Deferred ....... -- -- -- -- --
Total provision $ 13 $ 129 $ 116 $ 22 $ 40

The income tax provision reconciled to the tax computed at statutory rates
are summarized as follows:

<TABLE>
<CAPTION>
For the Years Ended
(In thousands) December 31, For the Quarter Ended
---------------------- ---------------------
April 3, April 2,
1992 1993 1994 1994 1995
- ------------- ----- ----- ---- ----- -----
(Unaudited)
<S> <C> <C> <C> <C> <C>

Federal tax (benefit) at statutory rate (34% in
1992, 35% in 1993, 1994, and 1995) ............ $ 295 $ 891 $ 1,306 $ 217 $ 444
State income taxes (net of federal tax benefit) 30 27 18 5 5
Nondeductible charges .......................... 19 20 34 23 14
Alternative minimum tax ........................ 13 89 84 20 32
Utilization of operating loss carryover ....... (344) (898) (1,326) (243) (455)
Income tax provision ........................... $ 13 $ 129 $ 116 $ 22 $ 40
</TABLE>

There is no tax benefit of the extraordinary item due to the presence of tax
operating loss carryovers.

No deferred taxes have been recognized in the accompanying Consolidated
Balance Sheet at December 31, 1993 and 1994, and April 2, 1995 (unaudited).
The components are as follows:

(In thousands) At December 31, At April 2,
---------------- ------------
1993 1994 1995
---- ---- ----
(Unaudited)
Total deferred tax
liabilities .................. $ (2,137) $ (1,981) $ (2,087)
Total deferred tax assets ... 30,631 29,852 29,158
Total valuation allowance ... (28,494) (27,871) (27,071)
$ -- $ -- $ --

F-13

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

The valuation allowance decreased $623,000 and $800,000 during the year ended
December 31, 1994 and the quarter ended April 2, 1995 (unaudited), respectively,
and was primarily related to benefits arising from the utilization of operating
loss carryforwards. The Company periodically reviews the requirements for a
valuation allowance and makes adjustments to such allowance when changes in
circumstances result in changes in judgement about the future realization of
deferred tax assets. For the quarter ending July 2, 1995, the Company expects to
reduce the valuation allowance by approximately $4,500,000, which will decrease
income tax expense.

The Company has net operating loss and credit carryovers of approximately
$72,336,000 and $3,027,000 as of December 31, 1994, and $70,445,000 and
$3,059,000 as of April 2, 1995 (unaudited), respectively, which, if not
utilized, will expire as follows:

Net Operating Tax
(In thousands) Losses Credits
Expiration Dates
1996 -- 1997 ... $ -- $ 412
1998............ -- 1,846
1999............ 25,454 504
2000............ 31,129 66
2001............ 5,260 --
After 2001...... 10,493 199
$72,336 $ 3,027

Certain provisions of the tax law may limit the net operating loss and credit
carryforwards available for use in any given year in the event of a significant
change in ownership interest. If changes in the Company's stock ownership exceed
50% of the value of the Company's stock during any three year period, the
utilization of the tax net operating loss and tax credit carryforwards would be
severely limited beginning with the year of ownership change.

The components of the net deferred tax asset (liabilities) at December 31,
1993 and 1994 are as follows:

Deferred
(In thousands) Asset/(Liability)
----------------------
1993 1994
----------- ---------
<S> <C> <C>
Net loss carryovers................................................. $ 26,111 $ 24,595
Tax credit carryovers............................................... 2,830 3,027
Inventory write downs and capitalization............................ 876 1,028
Pension............................................................. 177 461
Postretirement benefits............................................. 98 189
Compensation and benefits........................................... 164 169
Capitalized software development costs.............................. 174 256
Contingencies....................................................... 49 28
Other deferred tax assets........................................... 64 11
Note receivable reserve............................................. 88 84
Fixed asset depreciation............................................ (1,981) (1,977)
Income reported in different periods for financial reporting and
tax purposes....................................................... (104) --
Other deferred tax liabilities...................................... (52) --
Net deferred tax asset............................................. 28,494 27,871
Less: Valuation allowance........................................... (28,494) (27,871)
Total............................................................... $ -- $ --
</TABLE>

F-14

<PAGE>
COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 7 -- PENSION AND SAVINGS PLANS

The Company formerly sponsored two non-contributory pension plans that
together covered all employees. One plan provided pension benefits based on
years of service and employee's compensation during the employment period. The
other plan provided benefits based on years of service. Effective January 1,
1992, the Company merged the two pension plans into a single plan which provides
benefits based on years of service and employee's compensation during the
employment period. The calculation of pension benefits prior to 1992 will be
based on the provisions of the old plans. The funding policy for both plans was
to make the minimum annual contributions required by applicable regulations.
Assets of the plans were generally invested in equities and fixed income
instruments.

The following table sets forth the funded status of the plans and amounts
recognized in the Company's Consolidated Balance Sheets at December 31, 1993 and
1994.

<TABLE>
<CAPTION>
(In thousands) 1993 1994
- ------------- ----- -----
<S> <C> <C>
Actuarial present value of benefit obligation: ....................
Accumulated benefit obligation (including vested benefits of
$8,320 and $8,431, respectively).................................. $(9,226) $(9,225)
Projected benefit obligation for service to date................... $(9,557) $(9,583)
Plan assets at fair value.......................................... 9,230 9,041
Plan assets less than projected benefit obligation................. (327) (542)
Unrecognized net (gain) or loss from past experience............... (556) (1,007)
Unrecognized net (gain) or loss from prior service cost ........... (354) (322)
Unrecognized net asset at date of implementation of SFAS No. 87
amortized over 15 years........................................... (172) (144)
Accrued liabilities for benefit plans at December 31............... $(1,409) $(2,015)
</TABLE>

Net periodic pension cost for the years ended December 31, included the
following components:

<TABLE>
<CAPTION>
(In thousands) 1992 1993 1994
------ ------ ------
<S> <C> <C> <C>
Service cost-benefits earned during the
period....................................... $ 785 $ 803 $ 982
Interest cost on projected benefit
obligation................................... 495 548 657
Actual return on plan assets.................. (1,282) (1,438) 106
Net amortization and deferral of other items . 630 608 (919)
Net periodic pension cost..................... $ 628 $ 521 $ 826
</TABLE>
Assumptions used in accounting for the plans were as follows:
<TABLE>
<CAPTION>
1992 1993 1994
------ ------ ------
<S> <C> <C> <C>
Discount rate................................. 8.50% 7.00% 8.00%
Rate of increase in future compensation
levels....................................... 4.00% 4.00% 4.00%
Expected long-term rate of return on assets .. 9.00% 9.00% 9.00%
</TABLE>

In addition to providing pension benefits, the Company contributes to a
401(k) plan, based on the employee's contributions. Participants can contribute
from 2% to 10% of their salary as defined in the terms of the plan. The Company
makes matching contributions equal to 25% of a participant's contributions. The
Company's total expense for the matching portion to the 401(k) plan for 1992,
1993, and 1994 was $178,000, $225,000, and $261,000, respectively.

F-15
<PAGE>
COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 8 -- POSTRETIREMENT BENEFITS OTHER THAN PENSION

As of January 1, 1993, the Company adopted SFAS No. 106. The effect of
adopting SFAS No. 106 on income from continuing operations for 1993 and 1994
was an expense of $288,000 and $289,000, respectively.

The Company provides certain health care coverage (until age 65) which is
subsidized by the retiree through insurance premiums paid to the Company, and
life insurance benefits for substantially all of its retired employees. In 1992,
the Company recognized $160,000 as an expense for postretirement health care and
life insurance benefits. The Company's postretirement health care benefits are
not currently funded. The status of the postretirement benefits are as follows:

Accumulated postretirement benefit obligation at January 1, 1993 and 1994:

(In thousands) 1993 1994
- -------------- ------ ------
<S> <C> <C>
Retirees...................................... $ 222 $ 398
Actives eligible to retire.................... 435 628
Other active participants ineligible to
retire........................................ 676 972
Total......................................... $1,333 $1,998

</TABLE>

Net postretirement benefit cost for years ended December 31, consisted of the
following components:

(In thousands) 1993 1994
- -------------- ------ ------
<S> <C> <C>
Service cost.......................................... $ 46 $ 59
Interest cost......................................... 151 139
Actual return on assets............................... -- --
Amortization of the unrecognized transition
obligation............................................ 91 91
Amortization of (gain) or loss........................ -- --
Amortization of prior service cost.................... -- --
Total................................................. $ 288 $ 289
</TABLE>

The following table sets forth funded status of the plans and amounts
recognized in the Company's Consolidated Balance Sheet at December 31, 1993 and
1994.

<TABLE>
<CAPTION>
(In thousands) 1993 1994
- -------------- ------ ------
<S> <C> <C>
Plan assets at fair value........................... $ -- $ --
Accumulated postretirement benefit obligation: ....
Retirees............................................ (639) (394)
Fully eligible participants......................... (523) (604)
Other active participants........................... (874) (874)
Unrecognized prior service cost..................... -- --
Unrecognized net (gain) or loss..................... 26 (316)
Unrecognized transition obligation.................. 1,722 1,631
Accrued liabilities for benefit plans at
December 31....................................... $ (288) $ (557)
</TABLE>

F-16
<PAGE>
COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation as of January 1, 1994 was 13% for 1994, the
trend rate decreasing each successive year until it reaches 5 1/4 % in 2005
after which it remains constant. The discount rate used in determining the
accumulated postretirement benefit obligation cost was 7%. A 1-percentage-point
increase in the assumed health care cost trend rate for each year would increase
the accumulated postretirement benefit obligation as of January 1, 1994 and net
postretirement health care cost by approximately $140,000 and service cost plus
interest cost by approximately $18,000. The postretirement benefit obligation is
not funded and does not include any provisions for securities, settlement,
curtailment, or special termination benefits.

NOTE 9 -- WARRANTS

A summary of warrants issued and outstanding is as follows:

1992 1993 1994
-------- -------- -------
<S> <C> <C> <C>
Warrants outstanding, January 1: ...................... 833,333 833,333 --
Issued................................................. -- -- --
Exercised.............................................. -- (833,333) --
Canceled............................................... -- -- --
Warrants outstanding, December 31: 833,333 -- --
Price per share ranges of warrants outstanding at
December 31........................................... $0.03--$3.75 -- --
Dates through which warrants outstanding at December
31, were exercisable.................................. (*) (*) (*)
<FN>

(1) The warrants were held by PCI and a bank group which held the majority of
the Company's indebtedness prior to October 1991. On November 1, 1993, the
bank group exercised warrants and acquired in the aggregate 166,666 shares
of the Company's Common Stock, at an exercise price of $3.75 per share. On
December 9, 1993, PCI exercised its Replacement Warrant and acquired 666,667
shares of the Company's Common Stock, at an exercise price of $0.03 per
share.
</TABLE>

NOTE 10 -- PREFERRED STOCK

On December 23, 1993, the Company and PCI entered into the Equity Agreement,
pursuant to which, among other things, PCI agreed to accept 850,000 shares of a
newly designated Series A 7 1/2 % Cumulative Convertible Redeemable Preferred
Stock of the Company in exchange for the cancellation of $8,500,000 of the
Company's existing indebtedness to PCI (which was a non-cash transaction).
Dividends are paid each quarter at an annual rate of return of 7 1/2 % which
totaled $577,000 for 1994.

Each share of Series A Preferred Stock is convertible into fully paid and
non-assessable shares of Common Stock (1.14258 after reverse stock split) at the
option of PCI. Under the terms of the Equity Agreement, the Company was required
to redeem 100,000 shares of the Series A Preferred Stock at the time the Company
received $1,000,000 in 1994 from CII, relating to the sale of the residential
telephone product line in 1992 (see Note 5). In December, 1994, the Company
received the $1,000,000 payment from CII, which was used to redeem the 100,000
shares (par value $10.00) of Series A Preferred Stock. The Series A Preferred
Stock is redeemable at the option of the Company. In the event that four
consecutive quarterly dividend payments on Series A Preferred Stock are in
arrears and unpaid, PCI shall have the exclusive right, voting separately as a
class, to elect two members of the Board of Directors or such greater number of
members as is necessary to equal at least 40% of the total number of members of
the Board of Directors at all times thereafter.

F-17

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

NOTE 11 -- STOCK OPTIONS AND AWARDS

The Company's plans include stock options to purchase Common Stock and may be
granted to officers, directors, consultants, and certain key employees as
additional compensation. The plans are composed of both stock options,
restricted stock, nonstatutory stock, and incentive stock. The plan awards to
each Director 3,333 shares of the Company's Common Stock for each fiscal year
the Company reports income. Subsequent to year end the Board of Directors
increased the cash compensation and temporarily suspended 1,667 of the 3,333
shares awarded to each Board member each year that the Company is profitable
until specific action is taken by the Board to the contrary. The Company's
incentive plans are administered by the Compensation Committee of the Company's
Board of Directors.

The Company's incentive plans reserve 1,000,000 shares of the Company's
Common Stock for issuance at December 31, 1992, 1993, and 1994. The Company has
previously accepted notes relating to the non-qualified stock options exercised
by officers and employees. These notes receivable relating to the stock
purchases, amounting to $303,000, $229,000, and $182,000 at December 31, 1992,
1993, and 1994, respectively, have been deducted from Stockholders' equity.

Information regarding stock options is summarized below:

<TABLE>
<CAPTION>
1992 1993 1994
------- ------- --------
<S> <C> <C> <C>
Options outstanding, January 1: 409,969 582,667 451,377
Granted.......................... 340,511 14,333 92,000
Exercised........................ -- (44,290) (146,558)
Terminated....................... (167,813) (101,333) (33,647)
Options outstanding, December 31: 582,667 451,377 363,172

Per share ranges of options outstanding at
December 31................................. $1.41-$3.00 $1.41-$6.18 $1.41-$10.59
Dates through which options outstanding at
December 31, were exercisable............... 1/93-10/2002 1/94-10/2003 1/95-10/2004
Options exercisable, December 31: 228,138 178,150 174,599
</TABLE>

Options are provided to officers and employees of the Company at fair market
value at the date of grant. The value of stock awarded to directors is expensed.

NOTE 12 -- SEGMENT INFORMATION

During 1992, 1993, and 1994, substantially all of the Company's sales, net
income, and identifiable net assets were attributable to the telecommunications
industry.

The Company had sales in excess of 10% of net sales to three customers as
follows:
<TABLE>
<CAPTION>
(In thousands) 1992 1993 1994
- --------------- ------- -------- --------
<S> <C> <C> <C>
Sales:
ALLTEL Supply, Inc............ $12,695 $15,908 $12,370
Graybar Electric Company,
Inc......................... 26,217 24,494 31,298
North Supply Company, Inc. ... 13,598 14,984 16,305

Percentage of net sales: .....
ALLTEL Supply, Inc............ 18% 23% 16%
Graybar Electric Company,
Inc......................... 37% 35% 41%
North Supply Company, Inc. ... 19% 22% 21%
</TABLE>
F-18

<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

ALLTEL Supply, Inc., a subsidiary of ALLTEL Corporation, a stockholder of the
Company, had accounts receivable with the Company of $808,000 and $588,000 for
the periods ending December 31, 1993 and 1994, respectively.

NOTE 13 -- COMMITMENTS AND CONTINGENT LIABILITIES

The Company facilities are subject to a variety of federal, state, and local
environmental protection laws and regulations, including provisions relating to
the discharge of materials into the environment. The cost of compliance with
such laws and regulations has not had a material adverse affect upon the
Company's capital expenditures, earnings or competitive position and it is not
anticipated to have a material adverse effect in the future.

In 1988, the Company voluntarily terminated the use of a concrete underground
storage tank for draining hydraulic oil and chlorinated solvents from machine
parts, and removed the tank. The consulting engineers engaged by the Company
prepared an environmental site characterization report showing hydraulic oil and
chlorinated solvents contamination of the soil, and hydraulic oil contamination
of the groundwater. A remediation plan was recommended to the Company, which was
approved by the State of Virginia Water Control Board on January 31, 1989. The
remediation plan was expected to extend for approximately 10 years. The Company
believes that it has been, and is now, in compliance with the 1989 remediation
plan.

In November, 1993, the Company engaged Froehling and Robertson, Inc. ("F &
R"), an environmental engineering firm, to collect additional samples of soil
and groundwater for assessing the effect of the hydraulic oil remediation plan,
and to determine whether the chlorinated solvents had dissipated. The Company
also requested the State of Virginia Department of Environmental Quality ("DEQ")
to review the site characterization plan report for adequacy under current
environmental regulations. As a result, DEQ sent the Company a letter on
November 30, 1993, citing certain deficiencies and requesting a site
characterization report addendum and a corrective action plan. On January 14,
1994, the Company submitted a corrective action plan to the DEQ, which was
approved by the DEQ on July 8, 1994. F & R has advised the Company that the cost
estimate for the remediation strategy proposed in the corrective action plan is
approximately $35,000 to $45,000. In 1993, the Company provided an accrued
liability in the amount of $45,000 to cover such cost.

In October, 1994, the Company installed all the required equipment in
accordance with the remediation plan and has started the process of pumping
hydraulic oil residue from the underground water. The oil will be deposited into
approved containers and taken to a hazardous waste site in accordance with the
corrective action plan.

NOTE 14 -- SUBSEQUENT EVENTS

On May 18, 1995, the Company received a letter from a patent holder claiming
patent infringement. The Company denies any infringement, however, the patent
holder may commence a lawsuit against the Company.

On June 26, 1995, the Company's Board of Directors authorized management of
the Company to file a Registration Statement with The Securities and Exchange
Commission permitting the Company to sell shares of its common stock in an
underwritten public offering. If the offering is consummated under the terms
presently anticipated, up to an additional 1,000,000 shares of common stock will
be issued (not including 450,000 shares that the Underwriters have an option to
purchase from the Selling Stockholder to cover any overallotments, if any).
Proceeds from the offering will be used, in part, to redeem the 750,000 shares
of outstanding Series A Preferred Stock.

F-19
<PAGE>

COMDIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Years Ended December 31, 1992, 1993 and 1994 and the
Unaudited Quarters Ended April 3, 1994 and April 2, 1995

On July 28, 1995, the Company's shareholders authorized a one-for-three
reverse split of the Company's common stock, to be effective on the date of this
Prospectus. Accordingly, all references in the accompanying financial statements
to common share or per share information have been restated to reflect this
reverse stock split.

NOTE 15 -- QUARTERLY FINANCIAL DATA (UNAUDITED)

First Second Third Fourth
(In thousands) Quarter Quarter Quarter Quarter
- --------------- -------- -------- ------ ---------
<S> <C> <C> <C> <C>
1994
Sales........................................ $ 17,639 $ 19,019 $ 20,660 $ 19,827
Gross profit................................. 5,866 6,122 6,384 6,355
Interest expense............................. 392 319 301 255
Income before extraordinary item............. 615 942 1,245 812
Net income................................... 226 942 1,245 812
Dividends on preferred stock................. 106 161 162 148
Net earnings per common share: Primary ...... 0.02 0.11 0.15 0.09

1993
Sales........................................ $ 14,435 $ 14,010 $ 19,192 $ 21,462
Gross profit................................. 4,183 3,885 6,023 7,523
Interest expense............................. 589 615 619 597
Net income (loss)............................ 237 (486) 1,014 1,651
Net earnings (loss) per common share:
Primary...................................... 0.04 (0.08) 0.15 0.24

</TABLE>

Previously reported quarterly information has been revised to reflect certain
reclassifications. These reclassifications had no effect on previously reported
consolidated net income (see Note 1 -- Reclassifications).

In the first quarter of 1994 (February 1, 1994), the Company restructured its
indebtedness to PCI by using cash generated from operations and cash borrowed
from Shawmut (see Note 5). The major impact on operations was the reduction of
interest expense for 1994 and the write-off of prior debt issuance cost of
$389,000.

Certain interim inventory estimates are recognized throughout the fiscal year
relating to shrinkage, obsolescence, and product mix. The results of the
physical inventory and the fiscal year-end close reflected a favorable
adjustment with respect to such estimates, resulting in approximately $224,000
of additional income, which is reflected in the fourth quarter of 1994.

F-20
<PAGE>

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PICTURES OF
PHOTOS DIPICTING PRODUCTION AND ASSEMBLY OF COMDIAL PRODUCTS
RANDOMLY SET ON THE PAGE
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<PAGE>

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No dealer, salesperson, or other person has been authorized to give any
information orto make any representation in connectionwith this offering other
than those contained in this Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company or any of the Underwriters. This Prospectus does not constitute an offer
to sell or solicitation of any offer to buy by any one in any jurisdiction in
which such offer to sell or solicitation is not authorized, or in which the
person making such offer or solicitation is not qualified to do, or to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

Page
Available Information ..................
Incorporation of Certain Information
By Reference .........................
Prospectus Summary .....................
Risk Factors ...........................
Use of Proceeds ........................
Price Range of Common Stock ............
Dividend Policy ........................
Capitalization .........................
Selected Historical Financial Data ....
Management's Discussion and Analysis of
Financial Condition and Results of
Operations..............................
Business ...............................
Legal Proceedings ......................
Management .............................
Principal and Selling Stockholders ....
Description of Capital Stock ...........
Underwriting ...........................
Legal Matters ..........................
Experts ................................
Index to Financial Statements........... F-1

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IMAGE OMITTED
COMDIAL LOGO
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3,000,000 Shares

Common Stock

PROSPECTUS

Rodman & Renshaw, Inc.

August , 1995

<PAGE>