UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Vodavi Technology, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
92857V 10 2
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(CUSIP Number)
Yong Ho, Lee
LG Electronics Inc.
LG Twin Towers 20, Yoido-dong, Youngdungpo-gu
Seoul, 150-721, Korea
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 4, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 92857V 10 2 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LG Electronics Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Korea
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7 SOLE VOTING POWER
862,500
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 862,500
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 92857V 10 2 13D Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Security: Common Stock
Principal Executive 0ffices of Issuer:
Vodavi Technology, Inc.
8300 East Raintree Drive
Scottsdale, Arizona 85260
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: LG Electronics Inc., a Korean corporation ("LGE")
(b) Business address: LG Twin Towers 20, Yoido-dong, Youngdungpo-gu,
Seoul, 150-721, Korea
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
LGE is a diversified electronics company that manufactures and sells a
variety of products including home appliances, multimedia products,
computer monitors, and audio/video products.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations oz
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case: None
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree, or final order: None
(f) Citizenship: Korea
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
LGE acquired the shares of the Issuer's Common Stock in connection with the
merger of its minority owned subsidiary, LG Information & Communications, Ltd.
("LGIC"), with and into LGE on September 4, 2000.
ITEM 4. PURPOSE OF TRANSACTION
LGE holds the Issuer's Common Stock for investment purposes. Prior to the
merger, the Issuer obtained certain of its telephone systems, commercial grade
telephones and replacement parts for such telephones from LGIC, and subsequent
to the merger the Issuer will continue to obtain those products from LGE. LGE
has no formal commitments to support the business or operations of the Issuer.
(a) through (j) - Not Applicable
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CUSIP NO. 92857V 10 2 13D Page 4 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The reporting person beneficially owns 862,500 shares of Common Stock
representing approximately 20.0% of the Issuer's outstanding Common
Stock.
(b) Sole Power to Vote: 862,500 shares of Common Stock
Shared Power to Vote: None
Sole Power to Dispose: 862,500 shares of Common Stock
Shared Power to Vote: None
(c) The reporting person did not effect any transactions of the Issuer's
Common Stock in the 60 days prior to the filing date of this Schedule
13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In connection with the merger with LGIC, LGE acquired LGIC's rights under a
stockholders' agreement with the Issuer, the Issuer's wholly owned subsidiary
Vodavi Communications Systems, Inc. ("VCS"), and certain other stockholders. The
stockholders' agreement provides that, if at any time during the term of the
stockholders' agreement the Issuer issues shares of Common Stock in a public
offering or a private placement in an aggregate amount of 1% or more of Issuer's
issued and outstanding Common Stock, LGE will have the right to purchase a
sufficient number of shares issued as may be required to enable it to maintain
the percentage of ownership of Common Stock that it holds immediately prior to
such sale or issuance. The purchase price to LGE for such shares will be the
public offering price per share in the case of a public offering or the price
per share paid by purchasers in any private placement.
In addition, as long as LGE owns 8% or more of the outstanding Common Stock
of the Issuer, the other parties to the stockholders' agreement have agreed to
vote their shares in favor of election of at least one designee of LGE directors
of LGE, directors of any affiliate of LGE, or other persons reasonably
acceptable to the Issuer and the other parties to the stockholders' agreement.
Unless LGE consents in writing, no LGE designee may be removed as a director of
the Issuer, except for cause. The stockholders' agreement also requires the
Issuer to employ one of the LGE designees in a position an at such salary as is
mutually agreed upon by the Issuer and LGE. The stockholders' agreement also
establishes the Board of Directors of VCS at four directors, of which two must
be designees of LGE, and provides that unless LGE consents in writing, no LGE
designee to the Board of Directors of VCS may be removed, except for cause.
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CUSIP NO. 92857V 10 2 13D Page 5 of 5 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Stockholders' Agreement among the Issuer, V Technology Holdings
Corp, Goldstar Telecommunication Co., Ltd., The Sherman Group, The Opportunity
Fund, Steven A. Sherman, and Glenn R. Fitchet, March 28, 1994, and Amendment
Agreement dated April 5, 1995(1).
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(1) Incorporated by reference to the Issuer's Registration Statement on Form
S-1 and amendments thereto (Registration No. 33-95926), which became
effective on October 6, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 6, 2000 /s/ Yong Ho, Lee
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Date Signature
Yong Ho, Lee, Financial Director
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
