United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: July 2, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________
PART I - REGISTRANT INFORMATION
Commission file number: 0-9023
COMDIAL CORPORATION
(Full Name of Registrant)
P. O. Box 7266
1180 Seminole Trail; Charlottesville, Virginia 22906-7266
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(804) 978-2200
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reason described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition
[x} report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-
Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
On July 27, 2000, Comdial Corporation (the "Company")
announced it had discovered that a sale during the first quarter
2000, to one of its distributors which included special return
terms. This sale and the associated terms necessitate a
restatement of the Company's first quarter 2000 financial results.
This will reduce the first quarter's net sales by $2.7 million.
The Company intends to file an amendment to its Form 10-Q for the
first quarter of 2000 reflecting this restatement upon completion
of a review by the Company of the transaction. The ongoing review
of the transaction described above, and the steps taken to restate
the Company's Form 10-Q for the first quarter 2000 have required
the attention of the Company's financial and accounting personnel
and delayed the completion of its Form 10-Q for the second quarter.
For the reasons set forth above, the Company's inability to
file timely its Quarterly Report on Form 10-Q for the Quarter ended
July 2, 2000 could not be eliminated by the Company do to the
ongoing review. The Company will file the subject Quarterly
Report on Form 10-Q no later than the fifth calendar day
after the prescribed due date of the report.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Paul K. Suijk 804 978-2501
(Name) (Area Code) (Phone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof? [X] Yes
[ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
The Company will report a net loss of $6.7 million, or $0.72
per share, for the second quarter of 2000, compared to net
income of $1.3 million, or $0.14 per share, reported for the
same period in 1999. For the six months ended July 2, 2000,
the Company will report a net loss of $6.3 million, or $0.69
per share, compared to net income of $1.7 million, or $0.19
per share, for the six months ended July 4, 1999.
SIGNATURES
Comdial Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 17, 2000 By: /s/ Paul K. Suijk
Paul K. Suijk
Senior Vice President and
Chief Financial Officer
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