As filed with the Securities and Exchange Commission on November 15, 2000.
Registration No. 33-53562
Registration No. 333-03379
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment to Registration No. 33-53562
Post Effective Amendment to Registration No. 333-03379
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)
PAUL K. SUIJK
Senior Vice-President and Chief Financial Officer
1180 Seminole Trail
Charlottesville, Virginia 22901
(804) 978-2200
(Name, address, including zip code and telephone
number, including area code of agent for service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of Amount offering price aggregate offering Amount of
Securities to to be per share (1) price registration
be registered registered fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 500,000 shares $2.19 $1,095,000 $289.08
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</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 November 8, 2000 on the Nasdaq
National Market.
The purpose of this Registration Statement is to register 500,000
additional shares of Comdial Corporation common stock, $0.01 par value, issuable
pursuant to the 1992 Stock Incentive Plan. Pursuant to the 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), as
amended by amendments on Form S-8 registration statement No. 333-03379 (filed on
May 9, 1996).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit Number Sequentially Numbered Description
-------------- ---------------------------------
5 Opinion of McGuireWoods LLP
Consent of McGuireWoods LLP (included in Exhibit 5)
23 Consent of Deloitte & Touche, LLP
24 Power of Attorney (included with the Signatures)
99.1 Fifth Amendment to the 1992 Stock Incentive Plan
<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 Albermarle, Commonwealth of Virginia, on this 15th
day of November, 2000.
COMDIAL CORPORATION
By: /s/ Nickolas A. Branica
----------------------------------------
Nickolas A. Branica
President and
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below appoints Nickolas A. Branica
or Paul K. Suijk his or her true and lawful attorney-in-fact to sign on his or
her behalf, as an individual and 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.
Signature Title Date
--------- ----- ----
<S> <C>
/s/ Dianne C. Walker Chairman of the Board October 6, 2000
------------------------------------
Dianne C. Walker
/s/ John W. Rosenblum Director October 9, 2000
------------------------------------
John W. Rosenblum
/s/ Robert P. Collins Director October 9, 2000
------------------------------------
Robert P. Collins
/s/ Barbara J. Dreyer Director October 9, 2000
------------------------------------
Barbara J. Dreyer
/s/ Robert E. Spekman Director October 9, 2000
------------------------------------
Robert E. Spekman
/s/ Nickolas A. Branica Chief Executive Officer, October 9, 2000
------------------------------------ President, and Director
Nickolas A. Branica
/s/ Paul K. Suijk Senior Vice-President and October 9, 2000
------------------------------------ Chief Financial Officer
Paul K. Suijk
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