Form 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
COMDIAL CORPORATION
(Exact name of issuer as specified in its charter)
P. O. Box 7266, 1180 Seminole Trail, Charlottesville, VA
22906
(Address of principal executive offices)
Issuer's telephone number, including area code: (804) 978-2200
I. CHANGE IN THE NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in
the number
of shares outstanding:
1. Title of security: Common Stock, par value $0.01 per
share
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2. Number of shares outstanding before the change:
21,544,321
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3. Number of shares outstanding after the change:
7,181,440
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(Ignoring effect of cash issuable in lieu of fractional
shares)
4. Effective date of change: August 7, 1995
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5. Method of change: Reverse Stock Split
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Give brief description of transaction:
At a special meeting of stockholders of Comdial
Corporation, a
Delaware corporation (the "Company") held on July 28,
1995, the
stockholders of the Company approved an amendment to the
Company's
Restated Certificate of Incorporation effecting a
one-for-three
reverse stock split (the "Reverse Stock Split") of the
Company's
outstanding Common Stock, par value $0.01 per share
("Common Stock").
The effective date of the Reverse Stock Split was August
7, 1995
(the "Effective Date"). On the Effective Date, each
three issued and
outstanding shares of pre-split Common Stock were
automatically
combined into one share of validly issued, fully paid and
non-assess-
able post-split Common Stock. The Company will pay cash
in lieu of
fractional shares.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: Not applicable
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2. Name after change: Not applicable
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3. Effective date of charter amendments changing name: Not
applicable
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4. Date of shareholder approval of changes, if required:
Not applicable
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Date: August 15, 1995
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COMDIAL
CORPORATION
By: Wayne R.
Wilver
(Signature)
Senior Vice
President,
Chief
Financial Officer,
Treasurer
and Secretary
