SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 20, 1996
VODAVI TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26912 86-0789350
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
8300 East Raintree Drive, Scottsdale, Arizona 85260
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 443-6000
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Item 5. Other Events.
On August 26, 1996, the Board of Directors of Enhanced Systems, Inc.
("Enhanced"), a wholly owned operating subsidiary of Vodavi Technology, Inc.
(the "Company"), elected Kent R. Burgess as the President and a director of
Enhanced. Effective as of August 26, 1996, Michael Mittel and Fereydoun Taslimi,
who previously served Enhanced as directors and in the capacities of President
and Vice-President of Engineering, respectively, were removed as directors and
are no longer employed by either Enhanced or the Company.
On September 20, 1996, the Company and Enhanced filed a lawsuit in the
United States District Court for the District of Arizona (No. CIV 96-2184 PHX
SMM) against Messrs. Mittel and Taslimi . The lawsuit alleges, among other
things, that Messrs. Mittel and Taslimi violated federal and Arizona securities
laws and engaged in fraudulent activities in connection with the Company's
acquisition of Enhanced in 1995; breached certain terms of their respective
employment contracts with Enhanced; and converted certain corporate assets of
Enhanced, breached their fiduciary duties to Enhanced, and misappropriated
certain corporate opportunities for their own benefit. The Company and Enhanced
are seeking compensatory and punitive damages against Messrs. Mittel and
Taslimi.
On September 23, 1996, Messrs. Mittel and Taslimi filed a lawsuit in
the United States District Court for the Northern District of Georgia, Atlanta
Division (No. 196-CV-2453), against the Company and Enhanced. The lawsuit
alleges that Enhanced breached Messrs. Mittel's and Taslimi's respective
employment agreements by terminating their employment. The Company intends to
proceed with its lawsuit against Messrs. Mittel and Taslimi and to vigorously
defend the lawsuit filed by them against the Company and Enhanced.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 15, 1996 VODAVI TECHNOLOGY, INC.
By: /s/ Gregory K. Roeper
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Gregory K. Roeper
Vice President - Finance, Treasurer
and Chief Financial Officer
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