<PAGE>
As filed with the Securities and Exchange Commission on November 16, 2000.
Registration No. 333-
----------
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)
COMDIAL CORPORATION 401(K) 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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of Amount offering price aggregate offering Amount of
Securities to to be per share (2) price registration
be registered registered (1) fee
<S> <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $0.01 par 900,000 shares $2.22 $1,998,000 $527.47
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Comdial Corporation
401(k) Plan.
(2) 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
15, 2000 on the Nasdaq National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registration Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above, including
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2000 and the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 2, 2000.
<PAGE>
(c) The description of the Company's Common Stock under the heading
"Market for the Company's Common Stock and Related Stockholder
Maters" included in the Company's Registration Statement on Form
10 dated December 31, 1983.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws and the General Corporation Law of Delaware
authorize indemnification of directors, officers, employees and agents of the
Company an of persons serving in similar capacities for other entities at the
Company's request (so long as such person (i) acted in good faith an 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 adjudges 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); 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.
Pursuant to Section 102 of the General Corporation Law of Delaware, the
Company's Certificate of Incorporation provides that no director of the Company
shall be personally liable to the Company or any of its stockholders for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of any such director occurring on or after May 14, 1987; provided,
however, that such provision does not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the General Corporation Law of Delaware for unlawful distributions to
stockholders; or (iv) for any transaction from which the director derived an
improper personal benefit.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Sequentially Numbered Description
4.1 Registrant's Articles of Incorporation, filed with the
Securities and Exchange Commission (the "Commission") as
exhibit (a)(3) to Item 6 of the Registrant's Quarterly
Report on Form 10-Q dated August 9, 1988 (File NO.
0-9023), are incorporated herein by reference.
4.2 Registrant's By-laws, filed with the Commission as exhibit
(a)(3) to Item 6 of the Registrant's Quarterly Report on
Form 10-Q dated August 9, 1988 (File No. 0-9023), are
incorporated herein by reference.
23 Consent of Deloitte & Touche, LLP
24 Power of Attorney
99.1 Comdial Corporation 401(k) Plan
99.2 First Amendment to Comdial Corporation 401(k) Plan
99.3 Second Amendment to Comdial Corporation 401(k) Plan
99.4 Third Amendment to Comdial Corporation 401(k) Plan
An opinion of counsel is not required because the securities being
registered under the Registration Statement will not be original issuance
securities.
In lieu of the opinion of counsel or determination letter contemplated
by Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby
undertakes that it will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
<PAGE>
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of this offer.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 13(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other that the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
<PAGE>
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. 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
16th day of November, 2000.
COMDIAL CORPORATION
By: /s/ Nickolas A. Branica
-------------------------------
Nickolas A. Branica
President and Chief
Executive Officer
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/ John W. Rosenblum* Director November 16, 2000
---------------------------
John W. Rosenblum
/s/ Robert P. Collins* Director November 16, 2000
---------------------------
Robert P. Collins
/s/ Barbara J. Dreyer* Director November 16, 2000
---------------------------
Barbara J. Dreyer
/s/ Robert E. Spekman* Director November 16, 2000
---------------------------
Robert E. Spekman
<PAGE>
/s/ Nickolas A. Branica Chief Executive Officer, November 16, 2000
--------------------------- President, and Director
Nickolas A. Branica
/s/ Paul K. Suijk Senior Vice-President and November 16, 2000
--------------------------- Chief Financial Officer
Paul K. Suijk
*By: /s/ Nickolas A. Branica
-------------------------------
Nickolas A. Branica
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator 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 16th day of November, 2000.
COMDIAL CORPORATION
401(K) PLAN
Comdial Corporation - Plan Administrator
By: /s/ Joe D. Ford
------------------------------------
Joe D. Ford
Vice-President - Human Resources
