As filed with the Securities and Exchange Commission on May 9, 1996.
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Comdial Corporation
(Exact name of Registrant as specified in its charter)
Delaware 94-2443673
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1180 Seminole Trail
Charlottesville, Virginia 22901
(804) 978-2200
(Address, including zip code and telephone
number, including area code of
Registrant's principal executive offices)
1992 STOCK INCENTIVE PLAN
(Full Title of the Plan)
WAYNE R. WILVER
Secretary
1180 Seminole Trail
Charlottesville, Virginia 22901
(804) 978-2200
(Name, address, including zip code and telephone
number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share (1) Price Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 750,000 shares $11.125 $8,343,750.00 $2,877.16
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 of the Securities Act of 1933 and based on the
average high and low prices of the common stock as reported on May 6,
1996 on the Nasdaq National Market.
The purpose of this Registration Statement is to register 750,000
additional shares of common stock, $0.01 par value, of Comdial Corporation
issuable pursuant to the 1992 Stock Incentive Plan. Pursuant to General
Instruction E of Form S-8, the Registrant hereby incorporates by reference the
contents of its Form S-8 registration statement No. 33-53562 (filed October 21,
1992).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit Number Description Page
-------------- ----------- ----
5 Opinion of McGuire, Woods, Battle & 5
Boothe, L.L.P.
23.1 Consent of McGuire, Woods, Battle & 5
Boothe, L.L.P. (included in Exhibit 5).
23.2 Consent of Deloitte & Touche, L.L.P. 6
24 Power of Attorney 4
1
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Albemarle, Commonwealth of Virginia, on this 30th
day of April, 1996.
COMDIAL CORPORATION
By: /s/ William G. Mustain
----------------------------
William G. Mustain
Chairman, President and
Chief Executive Officer
2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William G.
Mustain or Wayne R. Wilver his or her true and lawful attorney-in-fact to sign
on his or her behalf, as an individual an in the capacity stated below, any
amendment or post-effective amendment to this registration statement which said
attorney-in-fact may deem appropriate or necessary.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ A.M. Gleason Director April 30, 1996
- ---------------------------
A. M. Gleason
/s/ John W. Rosenblum Director April 30, 1996
- ---------------------------
John W. Rosenblum
/s/ Dianne C. Walker Director April 30, 1996
- ---------------------------
Dianne C. Walker
/s/ William E. Porter Director April 30, 1996
- ---------------------------
William E. Porter
/s/ Michael C. Henderson Director April 30, 1996
- ---------------------------
Michael C. Henderson
/s/ William G. Mustain Chairman, President, Chief Executive April 30, 1996
- --------------------------- Officer, and Director
William G. Mustain
/s/ Wayne R. Wilver Senior Vice President, Chief Financial April 30, 1996
- --------------------------- Officer and Principal Accounting
Wayne R. Wilver Officer
</TABLE>
3
EXHIBIT 5
May 9, 1996
Board of Directors
Comdial Corporation
1180 Seminole Trail
Charlottesville, Virginia 22901
Ladies and Gentlemen:
You propose to file a registration statement on Form S-8 (the
"Registration Statement") as soon as possible with the Securities and Exchange
Commission relating to the Comdial Corporation 1992 Stock Incentive Plan (the
"Plan"). The Registration Statement covers 750,000 shares of Comdial Corporation
Common Stock, $0.01 par value, which have been added, with the approval of the
stockholders of Comdial Corporation, to those reserved for issuance under the
Plan.
We are of the opinion that the additional 750,000 shares of Common
Stock which are authorized for issuance under the Plan, when issued and sold in
accordance with the terms and provisions of the Plan will be duly authorized,
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Comdial Corporation on Form S-8 of our report dated January 29,
1996, appearing in the Annual Report on Form 10-K of Comdial Corporation for the
year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
May 6, 1996
