Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K 24± 113K
2: EX-10 Exhibit 10.10 4± 15K
3: EX-10 Exhibit 10.11 8± 30K
4: EX-11 Statement re: Computation of Earnings Per Share 2± 11K
5: EX-13 Annual or Quarterly Report to Security Holders 32± 151K
6: EX-23 Consent of Experts or Counsel 1 6K
7: EX-24 Power of Attorney 5 11K
8: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission file number: 0-9023
COMDIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-2443673
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification Number)
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
Securities registered pursuant to Section 12(g) of the Act:
Title of class
COMMON STOCK (Par Value $0.01 each)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates of the registrant
as of March 12, 1996 was approximately $61,115,000 (See Item 5). Indicate the
number of shares of Common Stock outstanding as of March 12, 1996: 8,146,894.
DOCUMENTS INCORPORATED BY REFERENCE:
Comdial's 1995 Annual Report to the Stockholders is incorporated by reference
under Part II and portions of Comdial's Definitive Proxy Statement for its 1996
Annual Meeting of Stockholders, which will be filed with the Securities and
Exchange Commission within 120 days after December 31, 1995, are incorporated by
reference under Part III of this Form 10-K.
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TABLE OF CONTENTS
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Part I
Item 1. Business 4
(a) General Development of Business 4
Industry Background 4
Strategy 6
(b) Financial Information About Industry Segment 9
Product Sales Information 9
(c) Narrative Description of Business 9
Products 9
Business Systems 9
Proprietary and Specialty Terminals 12
Custom Manufacturing 13
Other 13
Sales and Marketing 13
Engineering, Research and Development 15
Manufacturing and Quality Control 15
Competition 16
Intellectual Property 16
Employees 17
Item 2. Properties 17
Item 3. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Security Holders 18
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Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 19
Item 6. Selected Financial Data 19
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
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TABLE OF CONTENTS (Cont'd.)
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Part III
Item 10. Directors and Executive Officers of the Registrant 20
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial Owners and
Management 20
Item 13. Certain Relationships and Related Transactions 20
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Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 21
PART I
ITEM 1. Business
(a) GENERAL DEVELOPMENT OF BUSINESS
Comdial Corporation ("The Company") is a Delaware corporation based in
Charlottesville, Virginia. The Company is engaged in the design, development,
manufacture, distribution, and sale of advanced telecommunications products and
system solutions. The Company was originally incorporated in Oregon in 1977. In
1982, the Company was reincorporated in Delaware, and acquired substantially all
of the assets, and assumed substantially all of the liabilities, of General
Dynamics Telephone Systems Center, Inc., formerly known as Stromberg-Carlson
Telephone Systems, Inc. ("Stromberg-Carlson"), a wholly owned subsidiary of
General Dynamics Corporation. Stromberg-Carlson's facilities, located in
Charlottesville, Virginia since 1955, had engaged in the manufacture of
telephones since 1894.
The Company's Common Stock is traded over-the-counter and is quoted on
the National Association of Security Dealers Automated Quotation System
("Nasdaq") under the symbol: CMDL.
The Company designs, manufactures, and markets small to medium sized
business telecommunications systems which support up to approximately 500
telephones. The Company believes that it is a leading supplier to this market,
with an installed base estimated to be approximately 250,000 telephone systems
and 2,500,000 telephones. The Company's products include digital and analog
telephone switches and telephones, as well as a wide range of product
enhancements to the Company's telephone systems. The Company's recent growth has
occurred principally as a result of digital telephone systems introduced by the
Company since 1992. These digital products provide end users with the ability to
utilize evolving telecommunications technologies, including those arising from
the convergence of telephone systems and computers, or Computer-Telephony
Integration ("CTI").
On, March 20, 1996, the Company completed the acquisitions of two
companies involved CTI applications: Key Voice Technologies, Inc. ("KVT")
and Aurora Systems, Inc. ("Aurora"). KVT located in Sarasota, Florida,
develops and sells voice mail software and related products for business
applications, including the Verbatim Voice Processing System and Small Office.
Aurora, headquartered in Acon, MAssachusetts, develops, markets, and supports
off-the-shelf software products for the CTI market, including FastCall. As a
result of the acquistions, KVT and Aurora have become wholly-owned subsidiaries
of the Company.
Industry Background
In recent years, advances in telecommunications have facilitated the
development of technologically advanced telephone systems and applications.
Spurred by the significant deregulation of the telephone industry that began in
the 1970's, electronic telephone systems began displacing the traditional
electromechanical key sets that served as the basic office telephone system
since the 1930's. New telephone applications are being introduced continuously,
permitting business users to improve communications within their organizations
and with customers by using conference calls, speakerphones, voice mail,
automated attendant, and voice processing applications, such as speech
recognition.
A telephone system consists of a telephone switch that routes calls among
individual telephones on the system and telephones that are connected to the
switch via internal telephone lines. Systems are typically described in terms of
the number of telephone lines and telephone sets that can be connected to the
switch.
In the 1970's, solid state electronic telephone systems began displacing
electromechanical systems. These original electronic telephone systems were
"analog," transmitting voice information in a continuous wave form that is
"analogous" to the original voice signal. Analog transmission is acceptable for
most voice requirements, but is not as efficient for data or video transmission.
Analog transmission is subject to attenuation, or the continual degradation of
transmission quality as the distance between sender and receiver increases. In
addition, ambient noises can be picked up and transmitted along with the
original voice transmission, leading to garbled communications.
By the late 1980's, digital telephone systems were available for
commercial use. The digitization of voice, data, and video is a general trend in
the telecommunications industry, whereby such forms of communication are
converted into binary pulses (0 and 1) that may be stored or transmitted. Within
a fully digital system, the signals are reproduced precisely with minimal
degradation of quality. Digital systems generally offer customers more features,
provide greater voice clarity, offer potential cost savings through the use of
low-cost, high-capacity T-1 transmission lines from telecommunication service
providers, enable improved video and data transmission, and offer superior
platforms for future features. Businesses with digital systems are better
positioned to take advantage of new features.
While some manufacturers have ceased producing analog systems altogether,
the Company offers a broad line of systems utilizing both analog and digital
technologies. The Company believes that current industry shipments are
approximately half digital, with the digital share growing rapidly. In addition,
the installed telephone system base remains predominantly analog, thereby
providing significant opportunities for manufacturers who continue to produce
analog systems. Such systems are purchased by end users wishing to install new
analog systems, upgrade existing systems, or add to existing systems.
A recent major industry advancement is the development of CTI. CTI
applications merge the power of modern telephone systems with that of computers
to provide integrated solutions to broad communications problems, such as proper
queuing in call communications centers, and specific vertical market
applications (such as the real estate, law firm, and food service markets). As
an example, an emergency dispatch system may use caller identification
technology in conjunction with databases in order to access information such as
the street address and profile of the emergency caller which is displayed on the
dispatcher's computer. Dispatchers can send help quickly to the correct address
and provide the information needed to respond appropriately to the situation.
This growing industry and user interest in CTI has added a new dimension to the
business telecommunications market. In addition to the proprietary products
offered by the Company and others, the acceptance of industry standards now
makes it possible for independent software developers to market applications
software geared toward solving or simplifying a myriad of common business
communications problems.
Initially, the implementation of CTI was limited to specialized
applications written to the proprietary interfaces of individual switch makers.
This yielded a small number of expensive products. With the broad acceptance of
de facto standards from Novell, Inc. ("Novell") and Microsoft Corporation
("Microsoft"), it is now possible to implement CTI on a much broader scale and
at a substantially lower cost. In a local area network ("LAN") environment,
Novell provides software instructions (service provider interfaces or "SPIs") to
telephone system manufacturers committed to producing the connectivity software
and hardware required to communicate with the telephony server. The telephone
switch effectively becomes another node on a client-server network.
For users not on a network, the desktop approach promoted by Microsoft is
a possible solution. In this case, telephone system manufacturers design special
software links to Microsoft's service provider interface ("SPI"). Telephony
software is available as an option on current Windows@TM operating systems and
is standard on Windows95@TM.
Until the late 1980s, all small and medium sized telephone systems were
"closed". If users wished to add new capabilities to their telephone systems,
they were restricted to whatever the system manufacturer chose to offer. One of
the most significant developments in recent years is the introduction of "open"
systems that permit users to customize their telephone system by adding those
applications packages suitable to their communications needs. Open systems
provide an Open Applications Interface ("OAI") through which a telephone system
can be linked to a computer. The computer can then command the telephone system
to perform certain functions, such as to answer, hold, delay, or transfer
telephone calls. The OAI is different for each switch manufacturer and useful
only if a Software Developer Kit ("SDK") is also provided to third parties by
the switch manufacturers.
Because of the technological advances that have arisen with digitization
and open systems, more flexible and useful telephone applications are being
developed to solve current communications problems. For example, a decade of
down sizing and corporate cost cutting has produced a large number of small
businesses and work-at-home employees. The industry estimates that nearly 30
million people work at least part-time out of their homes. This has created a
large market for small telephone systems, personal computers, fax machines,
modems, and other devices required by home offices. These users need products
that better integrate voice and data at the desktop level.
Changes in the telecommunications industry extend to the international
market as well. Developing countries recognize that advanced telecommuni-cations
systems and networks are essential to attract foreign investment and stimulate
local economies. In some countries, people must wait several years for basic
dial tone service. There is a large, ready demand for delivery systems that can
provide basic service in short time frames and at economical prices. Among
developed nations, there is a sustained trend toward privatization of government
telecommunications monopolies in favor of competition at all levels. The
Company, with much experience working in a competitive environment, is well
positioned to take advantage of these opportunities.
Strategy
The Company is pursuing three fundamental business strategies: (1)
maintaining a leadership position in its core business of delivering advanced
telecommunications systems to the U.S. domestic market through wholesale supply
house distribution channels, (2) achieving growth through expansion into
international markets, and (3) being a leader in the emerging market for systems
solutions based on CTI. The Company seeks to support these strategies through
the following approaches:
Maintaining a Broad and Efficient Distribution Network
The Company distributes its products through a network of approximately
7,400 independent dealers, of which approximately 1,500 have written contractual
arrangements with the Company. This enables the Company to achieve broad
geographic penetration, as well as access to some of the fastest growing markets
in the country. The Company's distribution network centers around a key group of
wholesale supply houses, through which the Company's products are made available
to dealers. These dealers market the Company's products to small and medium
sized organizations and divisions of larger organizations. The Company's
strategy enables it to virtually eliminate bad debt exposure and minimize
administration, credit checking, and sales expenses, as well as finished goods
inventory levels. Wholesale supply houses in turn are able to sell related
products such as cable, connectors, and installation tools. Dealers have the
benefits of competitive sourcing and reduced inventory carrying costs.
Targeting Small and Medium Sized Organizations
The Company has traditionally focused on organizations requiring small to
medium sized telecommunications systems, which the Company believes represents
about six million establishments in the United States, according to U.S.
government statistics. The Company's products offer this market many of the
features previously available only in large, proprietary systems that were often
not as affordable to this market.
Offering a Broad Range of Products
The Company currently offers digital and analog business telephone
systems, along with a variety of enhancements to the Company's products, CTI
applications, and several other products. Due to the fact that the software is
designed to be compatible with most of the Company's telephones, end users are
able to enhance and upgrade their systems without having to replace their
telephone equipment. The Company believes that this broad range of products
allows dealers to meet differing price and feature requirements. The Company
continuously strives to introduce new products to meet the needs of a changing
market.
Developing Strategic Alliances
The Company has developed strategic alliances with several other
companies, in order to build on the strengths of these companies and bring the
best possible products to the market at a lower cost. For example, the Company
has developed the Tracker on-site integrated paging system with Motorola, Inc.
("Motorola"), and the Scout wireless key system telephone with Uniden America
Corporation ("Uniden"). In addition, the Company has joined with Active Voice
Corporation ("Active Voice") for the Company's ExecuMail System, Novell for its
Enterprise for Telephony, KVT for its voice processing systems and Aurora for
its middleware CTI software. The Company is in the process of acquiring KVT and
Aurora.
Pursuing International Opportunities
Comdial formed a subsidiary, Comdial Telecommunications International,
Inc. ("CTii") to concentrate on identifying and developing opportunities for
international business. The Company chooses its international markets carefully,
with a preference for emerging yet stable economies with technical standards
close to those of North America (to minimize costly redesigns), and with an open
and competitive telecommunications marketplace. In 1995, international sales
were approximately $2.7 million compared to $2.5 million and $1.0 million in
1994 and 1993, respectively. This included sales to Canada, Latin America, the
Middle East, and South Africa. The Company has entered into a licensing and
original equipment manufacturer ("OEM") relationship with Corporate Telephone
Systems (Proprietary) Limited ("Teleboss"), a major South African
telecommunications manufacturer and dealer. Pursuant to this agreement, Teleboss
is serving as a distributor of specified products made by the Company, and has a
license from the Company to manufacture certain subassemblies used in those
products.
Computer Telephony Applications
Comdial formed a subsidiary in 1993, Comdial Enterprise Systems ("CES"),
to focus on designing, deploying, and marketing CTI applications and software
for the rapidly growing markets for CTI products and services. The Company is
addressing the CTI opportunity on several fronts. The Company believes that the
essential ingredients for successful CTI include (1) "open" telephone systems,
such as the Company's DXP, (2) communication links between the telephone system
and computer or computer network, (3) a telephony server (if integration is over
a LAN), and (4) applications software.
The Company believes that in order to maximize profitability in the
emerging markets for CTI, it must create the applications software for promising
vertical markets and small businesses, such as real estate, legal, and retail.
The Company's strategy is to develop applications for these vertical markets
using capabilities already available such as screen pops, directory dialing from
an existing data base, facsimile transmission from the desktop personal computer
("PC"), and unified messaging displays.
Promoting Industry Accepted Interface Standards
In order to integrate computers and telecommunications equipment, several
standards have been developed. The Company was among the first telephone
manufacturing companies to commit to the Novell standard, called Telephony
Services Application Programming Interface ("TSAPI"). The TSAPI standard
provides a stable platform for a Novell NetWare network to integrate with the
features and functionality of a telephone switch. This standard also allows
third-party developers to write applications in a non-proprietary environment,
rather than using a specific system vendor's SDK, thus decreasing development
time and application investment costs. The Company also has demonstrated a
prototype working interface device to support Microsoft's Telephony Application
Programming Interface ("TAPI") standard, that allows users to control any of the
Company's digital telephone systems through their PC and access special
telephony applications now being developed for desktop PC users. Along this same
line, the Company introduced the PATI 3000 (PC And Telephone Interface), which
is a low cost CTI product for the fast growing small business and home office
markets. The PATI 3000 links analog telephones to personal computers (PCs) that
run Microsoft Windows or Windows 95 operating systems.
Developing of Open Application Interface
The Company believes that OAI provides many advantages to systems
developers including reducing the time needed to develop new products and
providing access to a variety of applications from third-party vendors. Some
manufacturers charge high prices for the interface and software development kit.
While this has retarded growth of CTI applications, prices are now declining.
The Company was the second manufacturer to equip a small to medium sized system
with an OAI, and the first to offer the interface link and SDK essentially for
free.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENT
During the fiscal years ended December 31, 1995, 1994 and 1993,
substantially all of Comdial's sales, net income, and identifiable net assets
were attributable to the telecommunications industry. Any additional information
other than sales is incorporated by reference to the Registrant's 1995 Annual
Report to Stockholders.
Product Sales Information
The following table presents certain relevant information concerning
Comdial's principle product lines for the periods indicated:
[Enlarge/Download Table]
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Year Ended December 31,
(In Millions) 1995 1994 1993
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Sales
Business Systems
Digital $51.7 $36.4 $30.9
Analog 22.2 24.9 26.0
CTI 6.9 5.2 2.8
Enhancements 2.0 1.5 1.4
---- ---- ----
Sub-total 82.8 68.0 61.1
Proprietary and Specialty Terminals 5.1 5.5 6.2
Custom Manufacturing 6.1 2.6 0.9
Other 0.8 1.0 0.9
---- ---- ----
TOTAL $94.8 $77.1 $69.1
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(c) NARRATIVE DESCRIPTION OF BUSINESS
Products
The Company offers a variety of telephone systems, including digital
systems, analog systems, enhancements to the Company's products, CTI
applications, and other products.
Comdial's telecommunications products are registered with the Federal
Communications Commission ("FCC") and an Occupational Safety and Health Act
Commission ("OSHA") approved National Recognized Test Laboratory in the normal
course of Comdial's business. Selected products are also registered with the
Canadian Department of Communications and are Canadian safety certified. Comdial
has, or is in the process of, registering its products in other countries.
Business Systems
Digital Systems
DXP is a digital switch, introduced in 1992, that is compatible with
virtually all of the Company's analog and digital telephones. This compatibility
allows the Company and its dealers to target larger end users while using the
same telephones as those used in the Company's smaller systems. Currently, the
DXP provides customers with an affordable system that can be expanded to support
up to 224 ports that can be configured as incoming lines or telephones. The DXP
has more call processing features than smaller systems, including automatic
route selection and an optional PC-based attendant position. The DXP may be
linked to various CTI applications using the Company's Enterprise Software
Developers Kit ("SDK"), which allows external PC-based software packages to
manage the DXP for any number of specialized applications. The Company's DXP is
also directly compatible with T-1 service lines from telecommunications
providers. A T-1 line is a digital service line that is equivalent to 24 voice
channels or can transmit data at 1.5 megabits per second.
DXP Plus, introduced in the fall of 1995, is a larger version of the
original DXP. The DXP Plus can grow to a maximum of 560 ports (combinations of
outside lines and terminal connections). Like the original DXP, the DXP Plus is
designed with OAI ports, to accommodate third party software developers. The DXP
Plus uses the same lines and station cards as the DXP and accommodates most
industry standard telephones and proprietary Comdial terminals.
Impact digital telephone systems were introduced in November 1992, and
support up to 24 lines and 48 telephones. This system includes a digital switch
and Impact digital telephones which offer a variety of features, including an
interactive liquid crystal display ("LCD"), programmable feature keys, three
color lighted status indicators, and a subdued off-hook voice announce for
receiving intercom calls while on a telephone call.
DigiTech digital systems were introduced in January 1991 with switches
and telephones designed for the business market supporting up to 24 lines and 48
telephones. DigiTech offers automatic set relocation, remote programming, a
replaceable software cartridge, and other sophisticated features.
Analog Systems
Unisyn introduced in 1994, is designed to offer advanced features to very
small organizations. Two models are offered, one of which supports up to three
lines and eight telephones, and the other which supports up to six lines and 16
telephones. Display model telephones offer interactive function keys to simplify
feature access. Another capability of Unisyn is its optional compatibility with
standard analog devices, such as single line telephones, fax machines, and
modems.
ExecuTech 2000 Unitized Expandable Hybrid Systems introduced in 1989, can
support up to 24 lines and 56 telephones. Expansion modules allow end users to
increase capacity in increments of four lines and 12 phones or by 16 phones with
no additional lines. These systems provide subdued off-hook voice announce,
built-in battery backup interface, integrated call costing, and many other
features.
ExecuTech XE Key Systems introduced in 1989, can support up to 10 lines
and 24 telephones. All systems support the same family of full-featured
telephones. The switch is unitized self-contained unit, making the ExecuTech XE
system economical to manufacture, easy to install, and beneficial to end users
who do not have to buy additional components to add features.
Executech II Hybrid products introduced in 1986, consist of models
supporting up to 22 lines and 96 telephones. This line of systems supports
economical ExecuTech single-line telephones and a variety of multi-line
terminals including an LCD model.
InnTouch is a line of four analog hospitality systems, the first of which
was introduced in 1987, that support up to 22 lines and 128 telephones. These
systems feature a front desk video display terminal, integrated call costing,
and multi-featured room phones.
Solo II introduced in 1986, is offered in three and four line models and
provides a sophisticated set of features that are easy to program and cost
effective.
CTI Applications
Enterprise is the Company's OAI software developer's tool kit introduced
in 1993, used with the DXP system. Enterprise allows independent software
developers to access the DXP system software using more than 100 commands to
create unique applications for specific vertical markets, such as telemarketing
groups, emergency services, call centers, taxi services, and multimedia centers.
One of the initial OAI applications developed using Enterprise is an Enhanced
911 ("E911") emergency telephone system. Enterprise is a platform for the
development of applications based upon the convergence of computer and telephony
technologies.
InnTouch DXP is a digital telephone system, introduced in 1994, designed
for hospitality applications. The system consists of a DXP, Impact multi-line
administration phones, single line guest phones, and special hospitality
software. The guest phones may be industry standard message waiting models or
the Company's own HoTelephones. InnTouch serves hotel properties requiring up to
192 telephones. InnTouch was designed in cooperation with an independent
software developer.
QuickQ ACD introduced in 1994, is an automatic call distributor ("ACD").
It is designed for call center use. The system consists of a DXP, Impact
telephones, voice announcing equipment, special automatic call distribution
software, and a personal computer. The QuickQ answers and distributes incoming
calls rapidly and efficiently, helping to assure maximum call center
productivity and superior customer response levels. Up to 96 reports are
provided, detailing call volume and call center performance. The QuickQ ACD has
a maximum capacity of 64 outside lines to support up to 48 telephones in use
simultaneously. Like the InnTouch DXP, the QuickQ is a CTI product, based on the
Company's Enterprise link to the DXP operating system. QuickQ was designed in
cooperation with an independent software developer.
E911 Systems are specially engineered telephone systems, introduced in
1994, for handling emergency ("911") telephone calls. The Company's systems
deliver valuable information to emergency dispatchers using caller
identification technology in conjunction with databases to access information
such as the street address and profile of the emergency caller. Dispatchers can
send help swiftly to the correct address and provide the information needed to
respond appropriately to the situation. All calls are recorded for future
reference, and operators can handle multiple calls without losing valuable
information. The Company's E911 system makes extensive use of CTI. The Company
contracts with municipal authorities for the purchase of the equipment.
Enterprise for Telephony Services is a line of software and documentation
products, introduced in 1995, used by dealers to integrate a DXP switch with
certain Novell NetWare based LAN networks. When installed in a network server,
PC users on the LAN can command the DXP to perform telephony functions from
their PCs and access special applications software. Several products are
available to support up to 250 users.
ExecuMail is an integrated voice processing system for use with selected
Comdial telephone systems. ExecuMail is offered in a range of port and voice
storage capacities, and provides both voice mail and automated attendant
service.
Small Office and Verbatim are trade names of voice processing systems
produced by KVT which Comdial began distributing in December 1995. The Small
Office product will handle up to four simultaneous calls to the system while
Verbatim will accommodate up to 16. By using available random access memory
(RAM) from PCs, voice storage capacity is greatly increased over competitive
systems that rely on internal storage disks, and the cost is lower.
PATI 3000 links standard analog single line telephones to PCs that use
Windows or Windows 95 operating systems. The device includes applications
software that allows users to perform normal telephone functions and many
advanced functions from their PCs. Advanced features include the ability to log
calls, dial numbers directly from databases, automatically insert calling card
numbers, and - when installed in conjunction with caller ID service from the
telephone company - automatically bring up caller profiles on the computer
screen.
The device is compliant with TAPI, a standard developed by Microsoft.
FastCall, produced by Aurora, is a special class of CTI software that is
designed to "telephony enable" existing custom data bases and programs, as well
as popular personal information managers (PIMs). Categorized as "middleware",
FastCall is used by call centers and businesses to streamline incoming and
outgoing calls for improved customer service productivity. Examples are calling
directly from databases by "point and click," handling complex telephone
operations, such as conferencing from the PC, and automatically producing
specified screens triggered by the calling or called number. Comdial began
marketing FastCall in December 1995.
Product Enhancements
Scout is the Company's first wireless multi-line telephone. The Scout was
introduced in 1995 and developed in cooperation with Uniden, a major supplier of
wireless communications products. This telephone allows users to roam freely
within their business environments and still receive or place calls. Scout
phones offer an LCD display, multi-line access, programmable keys, an intercom,
and head-set convenience. The portable handset weighs only 8.5 ounces.
Tracker is an on-site integrated paging system introduced in 1994 and
developed in cooperation with Motorola. The purpose of the product is to help
assure that calls are quickly and efficiently completed to individuals who are
at work, but not always by their phones. Tracker, which operates on one of the
Company's digital telephone systems, includes a Tracker base station and
personal pagers equipped with an LCD. The personal pagers sound an alert or
vibrate to notify users of incoming calls or important messages. A user can
retrieve calls by going to the nearest Impact phone and dialing a special code
that is displayed on the LCD. A valuable feature of Tracker is its integration
with related products manufactured by the Company.
Proprietary and Specialty Terminals
HoTelephone, introduced in 1984, comes in a variety of models. In 1990,
the Company added models with programmable soft keys and the "Take II" model
that simulates two-line service. Specially designed for business travelers, the
HoTelephone for motel and hotel guest rooms offers memory keys for one-button
dialing of various services, plus a message waiting lamp, hold button, and
built-in data jack for connecting portable computers and fax machines.
Voice Express is a fully featured multi-function display telephone that
was introduced in the early 1980s, with integrated speakerphone, autodial and
many other standard features for use behind different types of switches. Voice
Express may be optionally equipped with a two-line module for use behind PBX's
or the user can add special six and ten button modules for use with older
electromechanical key telephone equipment.
MaxPlus desk/wall convertible telephones range from a basic model with
message waiting to a fully featured speakerphone model with programmable soft
keys for often-used PBX and Centrex features.
MaxPlus II two line telephones offer line status indicators, electronic
hold, dataport as a basic feature, and additional models with features such as
message waiting, tap, speakerphone, and programmable soft keys.
ATC Terminals are a line of single and two-line analog phones that offer
advanced features at a low cost. The products are sourced by American
Telecommunications Corporation ("ATC"), subsidiary of the Company.
Custom Manufacturing
Custom manufacturing consists primarily of contract work performed for
various original equipment manufacturers.
Other
Other sales consist primarily of products that have been returned and
reworked for resale.
Sales and Marketing
The Company has established an extensive two-tiered distribution network,
whereby the Company sells its products to wholesale supply houses which in turn
sell the Company's products to approximately 7,400 independent dealers.
International sales are accomplished through a network of international dealers.
International customers buy direct from the Company, normally by letters of
credit, and resell to end users or other dealers.
The Company distributes products to nine major wholesale supply houses,
three of which each account for more than 10% of the Company's net sales. These
wholesale supply houses are Graybar Electric Company, Inc. ("Graybar"), North
Supply Company, Inc. ("North Supply"), a subsidiary of Sprint, and ALLTEL
Supply, Inc. ("ALLTEL"), a subsidiary of ALLTEL Corporation, a stockholder of
the Company, which in the aggregate in 1995 accounted for approximately 74% of
the Company's sales. In 1995, sales to ALLTEL, Graybar, and North Supply
amounted to approximately $20.6 million (22%), $30.9 million (33%), and $18.4
million (19%), respectively.
The Company has two classes of dealers, Preferred and Associate Dealers.
Preferred Dealers generally have greater sales and technical skills, and are
strongly committed to the Company's products. The Company offers an attractive
incentive package for Preferred Dealers, including exclusive access to the
Company's most popular and advanced products, cash rebates related to dealer
purchase levels, cooperative advertising allowances and a measure of territorial
protection. For example, special software is required to connect the Company's
popular Impact telephones with DXP switches, which is not available from the
wholesale supply houses, but rather sold and shipped exclusively to Preferred
Dealers. Preferred Dealers have sales quotas, and the sales department monitors
their performance against these targets. By contrast, Associate Dealers do not
have quotas. They purchase Comdial products on an as-needed basis, and are
rewarded through product rebates. The Company has approximately 7,400
independent dealers, of which approximately 1,500 have written arrangements with
the Company, divided about equally between Preferred and Associate Dealers.
The Company's sales organization seeks to recruit, train, and support
individual dealers to facilitate promotion and sale of the Company's products.
For 1995 and prior, dealer and distributor sales were managed by 14 territory
managers, organized into Western and Eastern regions. Each territory manager had
a corresponding Inside Sales Representative. Field Sales Representatives
concentrated on supporting Preferred Dealers and the distributors from whom they
purchase. Within their respective territories, Field Sales Representatives are
based in large cities and work out of home offices. There are also small sales
teams focused on sales to the United States government and to international
distributors.
As of the first quarter of 1996, the Company has started the process of
expanding and restructuring its sales force. The Company will have two primary
sales groups. One group concentrates on further maximizing Comdial system sales
through associate dealers. A second sales group is chartered to support
preferred dealers, expand the Company's Value Added Reseller (VAR) channels, and
to develop a broadened customer base for the Company's newer CTI system
solutions. The second sales group is being established to meet the different
needs of the emerging markets for CTI system solutions and to help the Company's
Preferred Dealers to adapt to the new CTI products and services. There are also
small sales teams focused on national accounts, OEM customers, and federal
government customers.
Each manager is responsible for recruiting new dealers and training and
motivating existing dealers. Dealers are supported through telephone contact
with Inside Sales Representatives, direct mail, and local product seminars often
organized by distributors. To stimulate street level demand, Field Sales
Representatives make joint sales calls with dealers to end users and train
dealer sales personnel in product benefits. Product specialists in
Charlottesville are available to help engineer complex configurations and solve
technical problems. All sales personnel earn incentive income based on sales
results.
Advertising and public relations efforts are also directed to dealers
through trade magazines such as Teleconnect and Computer-Telephony. Trade shows
are a major element of the Company's marketing plans. The Company is always a
major draw at the annual Computer-Telephony conference and exposition.
E911 systems are sold directly by sales personnel, with installation
performed by Comdial and maintenance performed by qualified dealers. Comdial
brand software and bundled systems solutions are purchased through wholesale
supply houses like the Company's other products. Third-party applications
software can be purchased directly from the Company through the CT Direct
catalog.
The Company's dealers are primarily responsible for supporting end users
who purchase the Company's products. The Company does, however, provide
substantial technical support to its dealers at no additional cost to them. The
Company maintains a technical support staff devoted to dealer support which is
available on a toll free basis twelve hours per day with emergency service and
on weekends. The Company also generally provides a limited warranty on elements
of its products, permitting factory returns within 24 months after sale.
Although the Company does not offer maintenance contracts for its systems,
dealers often independently sell maintenance contracts to end users.
Because the Company's sales are made under short-term sales orders issued
by customers on a month-to-month basis, rather than under long-term supply
contracts, backlog is not considered material to the Company's business.
Engineering, Research and Development
The Company believes that it must continue to introduce new products and
enhance existing products to maintain a competitive position in the marketplace.
The Company's engineering department, working in collaboration with the
marketing and manufacturing departments, is responsible for the design of these
new products and enhancements. A significant amount of engineering expenditures
are dedicated to new product development, with the balance used for cost
reductions and performance enhancements to existing products. Early in 1993, the
Company changed the responsibilities of its engineering staff to include both
product development and support of a product through its entire life cycle. This
requires engineers to perform multiple tasks in addition to research and
development. Although research and development costs for the fiscal years ended
1995, 1994, and 1993 comprise the majority of engineering, research, and
development costs, which were $4,186,000, $3,932,000, and $3,424,000,
respectively, the Company is unable to segregate and quantify the amount of
research and development costs from other engineering costs for such fiscal
years.
Some of the research and development costs associated with the
development of product software have been capitalized as incurred. The
accounting for such software capitalization is in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 86. The amounts
capitalized in 1995, 1994, and 1993 were $840,000, $717,000, and $721,000,
respectively. The amounts amortized for software development cost in 1995, 1994,
and 1993 were approximately $757,000, $858,000, and $705,000, respectively.
Comdial is committed to improving its existing products and developing new
telecommunications equipment in order to maintain or increase its market share.
At this time, the Company's new product investments are heavily directed
in three areas (1) expansion of its digital product line, (2) extending OAI
capability to a broader range of the Company's platforms, and (3)
"internationalization" of existing and new products. The efforts are not
independent of each other. For example, new digital systems would be designed to
provide an OAI and to be available in models compatible with the standards of
the Company's prime international markets.
Manufacturing and Quality Control
The Company's manufacturing process is vertically integrated and uses
advanced automated assembly and test equipment and computer controlled
sequencing machines. Beginning in 1991, the Company made further productivity
improvements by employing surface mount technology ("SMT") in the production of
predrilled printed wire boards ("PWBs"). Between 1992 and 1994, the Company
further expanded SMT productivity. Components designed for SMT production are
smaller, and allow for the placement of more components in the same surface
area. In addition, the components are placed on the surface rather than through
the surface which allows placement of components on both sides of the PWB. In
most cases, this reduces the required number of PWBs and connectors, thereby
providing a major improvement in quality and product reliability, a reduction in
product cost, and an improvement in profit margins. The Company believes that
approximately 10% of its costs are associated with labor expenses.
The Company also manufactures injection molded plastic parts, fabricated
metal parts, and other components. The Company's employees assemble completed
PWBs, components, plastics, and other purchased or manufactured subassemblies
into completed products. The Company has been able to utilize excess plant
capacity by contracting with third-parties to make various manufacturing parts
by using the Company's plastic molding or fabrication equipment.
The Company attempts to monitor the quality of the manufacturing process.
Individual assemblers and machine operators are trained to inspect subassemblies
as the work passes through their respective areas. In addition, some automated
production machines perform quality tests concurrently with assembly operations.
The Company believes that this high level of automation and vertical integration
improves quality, cost, and customer satisfaction. In 1994, the Company was
certified by the International Organization for Standardization ("ISO") at the
most rigorous ISO 9001 level, which rates systems and procedures for
manufacturing, engineering, product design, and customer service.
Competition
The market for the Company's products is highly competitive. The Company
competes with approximately 20 companies, many of which, such as AT&T Corp.,
Nortel Inc., and Toshiba Corp., have significantly greater resources. Key
competitive factors in the sale of telephone systems and related applications
include performance, features, reliability, service and support, name
recognition, distribution capability, place of operation, and price. The Company
believes that it competes favorably in its market with respect to the
performance, features, realiability, distribution capability, and price of its
systems, as well as the level of service and support that the Company provides.
In marketing its telephone systems, the Company also emphasizes quality, as
evidenced by its ISO 9001 certification, and high technology features. In
addition, the Company often competes to attract and retain dealers for its
products. The Company expects that competition will continue to be intense in
the markets it serves, and there can be no assurance that the Company will be
able to continue to compete successfully in the marketplace or that the Company
will be able to maintain its current dealer network.
Intellectual Property
From time to time, the Company is subject to proceedings alleging
infringement by the Company of intellectual property rights of others. Such
proceedings could require the Company to expend significant sums in litigation,
pay significant damages, develop non-infringing technology, or acquire licenses
to the technology that is the subject of the asserted infringement, any of which
could have a material adverse effect on the Company's business. Moreover, the
Company relies upon copyright, trademark, and trade secret protection to protect
the Company's proprietary rights in its products. There can be no assurance that
these protections will be adequate to deter misappropriation of the Company's
technologies or independent third-party development of similar technologies.
Because the telecommunications manufacturing industry is characterized by
rapid technological change with frequent new product and feature introductions,
industry participants often find it necessary to develop products and features
similar to those introduced by others, with incomplete knowledge of whether
patent protection may have been applied for or may ultimately be obtained by
competitors or others. The telecommunications manufacturing industry has
historically witnessed numerous allegations of patent infringement and
considerable related litigation among competitors. The Company itself has
received claims of patent infringement from several parties which sometimes seek
substantial sums, including certain competitors such as Phonometrics, Inc.,
which has since licensed patented technology to the Company. Although the
Company's investigation of some of these claims has been limited by the claims'
lack of specificity, the limited availability of factual information and
documentation related to the claims, and the expense of pursuing exhaustive
patent reviews, the Company believes that its systems do not currently infringe
valid patents of any such claimants. In response to prior infringement claims,
the Company has pursued and obtained nonexclusive licenses entitling the Company
to utilize certain fundamental patented functions that are widely licensed and
used in the telecommunications manufacturing industry. These licenses expire
upon expiration of the underlying patents.
Although the Company believes that it currently owns or has adequate
rights to utilize all material technologies relating to its products, as it
continues to develop new products and features in the future, it anticipates
that it may receive additional claims of patent infringement. Such claims could
result in the Company's incurring substantial legal expenses and being required
to obtain licenses, pay damages for infringement, or cease offering products
that infringe such patents. There can be no assurance that a license for any
such infringed technology would be available to the Company or, even if
available, that the terms of any such license would be satisfactory.
Employees
As of December 31, 1995, the Company had 849 full-time employees, of whom
619 were engaged in manufacturing, 60 in engineering, 113 in sales and support,
and 57 in general management and administration. The Company has never
experienced a work stoppage and no employees are represented by labor unions.
The Company believes that its employee relations are good.
ITEM 2. Properties
The Company designs, manufactures, and markets all of its products from a
fully-integrated, approximately 500,000 square foot manufacturing facility on a
25 acre site located in Charlottesville, Virginia. All of the Company's
operations and development are located at this facility, which the Company owns.
The Company believes that its facilities are adequate both for the operation of
its business as presently conducted and for expansion in the foreseeable future.
The Company's facilities are subject to a variety of federal, state, and
local environmental protection laws and regulations, including provisions
relating to the discharge of materials into the environment. The cost of
compliance with such laws and regulations has not had a material adverse effect
upon the Company's capital expenditures, earnings or competitive position, and
it is not anticipated to have a material adverse effect in the future.
In 1988, the Company voluntarily discontinued its use of a concrete
underground hydraulic oil and chlorinated solvent storage tank. In conjunction
therewith, nearby soil and groundwater contamination was noted. As a result, the
Company developed a plan of remediation that was approved by the Virginia Water
Control Board on January 31, 1989. The plan was later amended and approved by
the Virginia Department of Environmental Quality, after which the Company
commenced the remediation efforts required thereunder. In 1993, the Company
provided a $45,000 reserve for the estimated cost to implement the remediation
plan.
In October 1994, Comdial installed all the required equipment in
accordance with the remediation plan and started the process of pumping
hydraulic oil residue from the underground water. The oil is deposited into
approved containers and taken to a hazardous waste site in accordance with the
corrective action plan. As of December 31, 1995, Comdial has incurred costs of
approximately $25,000 and expects the pumping process to be completed by early
1998.
At the end of March 1996, the Company will be acquiring two companies KVT
and Aurora (see Item 1 - General Development of Business). KVT operates out of a
building, approximately 6,200 square foot, located in Sarasota, Fl. and Aurora
operates out of two leased suites within an office building located in Arron,
Ma.
ITEM 3. Legal Proceedings
Comdial is from time to time involved in routine litigation. Comdial
believes that none of the litigation in which it is currently involved is
material to its financial condition or results of operations.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of 1995 to a vote of
Comdial's security holders.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Information is incorporated by reference to page 51 of the Registrant's
1995 Annual Report to stockholders under the caption "Related Stockholders
Matters." As of March 12, 1996 there were 1,879 record holders of Comdial's
Common Stock.
ITEM 6. Selected Financial Data.
Information is incorporated by reference to page 50 of the
Registrant's 1995 Annual Report to stockholders under the caption "Five Year
Financial Data."
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Information is incorporated by reference to pages 28 through 32 of the
Registrant's 1995 Annual Report to stockholders under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
ITEM 8. Financial Statements and Supplementary Data.
Information is incorporated by reference to pages 33 through 49 of the
Registrant's 1995 Annual Report to stockholders or filed with this Report as
listed in Item 14 hereof.
ITEM 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
No information is required to be reported pursuant to this item.
Part III
ITEM 10. Directors and Executive Officers of the Registrant.
Information concerning Directors and Executive Officers of the Registrant
is incorporated by reference under the caption "Election of Directors" and
"Executive Officers of the Company" on pages 5 through 8 and 10 through 11 of
Comdial's definitive proxy statement for the annual meeting of stockholders to
be held on April 30, 1996.
ITEM 11. Executive Compensation.
Executive compensation and management transactions information is
incorporated by reference under the caption "Executive Compensation" on pages 12
through 22 of Comdial's definitive proxy statement for the annual meeting of
stockholders to be held on April 30, 1996.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
Information is incorporated by reference under the captions "Securities
Ownership of Certain Beneficial Owners and Management" on pages 3 through 5 of
Comdial's definitive proxy statement for the annual meeting of stockholders to
be held on April 30, 1996.
ITEM 13. Certain Relationships and Related Transactions.
Information is incorporated by reference under the caption "Family
Relationships", "Indebtedness of Management" and "Certain Relationships and
Related Transactions" on page 12, page 22, and pages 22 through 23 of Comdial's
definitive proxy statement for the annual meeting of stockholders to be held on
April 30, 1996.
Part IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) The following consolidated financial statements of Comdial
Corporation and Subsidiaries are incorporated in Part II, Item 8 by
reference to the Comdial 1995 Annual Report to stockholders (page
references are to page numbers in Comdial's Annual Report):
Page
Independent Auditors' Report 33
Report of Management 33
Financial Statements:
Consolidated Balance Sheets -
December 31, 1995 and 1994 34
Consolidated Statement of Operations-
Years ended December 31, 1995, 1994, and 1993 35
Consolidated Statement of Stockholders' Equity
Years ended December 31, 1995, 1994, and 1993 36
Consolidated Statements of Cash Flows-
Years ended December 31, 1995, 1994, and 1993 37
Notes to Consolidated Financial Statements-
Years ended December 31, 1995, 1994, and 1993 38-49
2. Financial Statements - Supplemental Schedules:
All of the schedules are omitted because they are not applicable, not
required, or because the required information is included in the
consolidated financial statements or notes.
3. Exhibits Included herein:
(3) Articles of Incorporation and bylaws:
3.1 Certificate of Incorporation of Comdial Corporation (Exhibits (a) Item
3 to Item 6 of Registrant's Quarterly Report on Form 10-Q for the period ended
July 2, 1995.)*
3.2 Certificate of Amendment to the Certificate of
Incorporation of Comdial Corporation as filed with the
Secretary of State of the State of Delaware on February
1, 1994. (Exhibit 3.2 to Registrant's Form 10-Q for the
period ended July 2, 1995.)*
3.3 Bylaws of Comdial Corporation. (Exhibit 3.3 to
Registrant's Form 10-K for the year ended December 31,
1993.)*
(10) Material contracts:
10.1 Registrant's 1979 Long Term Incentive Plan and 1982
Incentive Plan. (Exhibits 4(a) and 4(b) of Registrant's
Form S-8 dated February 7, 1984.)*
(10) Material contracts: (cont'd.)
10.2 Registrant's 1992 Stock Incentive Plan and 1992
Non-employee Directors Stock Incentive Plan. (Exhibits
28.1 and 28.2 of Registrant's Form S-8 dated October 21,
1992.)
10.3 Loan And Security Agreement dated February 1, 1994 among
Registrant and Barclays Business Credit, Inc. (Exhibit
10.13 to Registrant's Form 10-K for the year ended
December 31, 1993.)*
10.4 Equity Agreement dated December 23, 1993 among
Registrant and PacifiCorp Credit, Inc. (Exhibit 10.14 to
Registrant's Form 10-K for the year ended December 31,
1993.)*
10.5 Development Agreement dated December 2, 1993 among
Registrant and Motorola Inc. (Exhibit 10.16 to
Registrant's Form 10-K for the year ended December 31,
1993.)*
10.6 Stock Purchase Agreement dated April 2, 1985 among
Registrant and ALLTEL Corporation. (Exhibit 10.17 to
Registrant's Form 10-K for the year ended December 31,
1993.)*
10.7 Amendment No. 1 to the Loan And Security Agreement dated
April 29, 1994 among the Registrant and Barclays
Business Credit, Inc. (Exhibit 10.1 to Registrant's Form
10-Q for the quarter ended April 3, 1994.)*
10.8 Amendment No. 2 to the Loan And Security Agreement dated
April 29, 1994 among the Registrant and Barclays
Business Credit, Inc. (Exhibit 10.1 to Registrant's Form
10-Q for the quarter ended April 2, 1995.)*
10.9 Amendment No. 3 to the Loan And Security Agreement dated
April 29, 1994 among the Registrant and Barclays
Business Credit, Inc. (Exhibit 10.1 to Registrant's Form
10-Q for the quarter ended July 2, 1995.)*
10.10 The Registrant's Executive Stock Ownership Plan
effective January 1, 1996.
10.11 The Registrant's Executive Severance Plan dated August
31, 1995.
(11) Schedule of Computation of Earnings Per Common Share.
(13) Registrant's 1995 Annual Report to Stockholders.
(21) Subsidiaries of the Registrant.
The following are the subsidiaries of the Registrant and all
are incorporated in the state of Delaware.
American Phone Centers, Inc.
American Telecommunications Corporation
Aurora Systems, Inc.
Comdial Business Communications Corporation
Comdial Consumer Communications Corporation
Comdial Custom Manufacturing, Inc.
Comdial Enterprise Systems, Inc.
Comdial Technology Corporation
Comdial Telecommunications, Inc.
Comdial Telecommunications International, Inc.
Comdial Video Telephony, Inc.
Key Voice Technologies, Inc.
Scott Technologies Corporation
(23) Independent Auditors' Consent.
Accountants consent to the incorporation by reference of their
report dated January 29, 1996, appearing in this Annual Report
on Form 10-K of Comdial Corporation for the year ended
December 31, 1995, in certain Registration Statements:
(24) Power of Attorney.
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
The Registrant has not filed any reports on Form 8-K during the last
quarter of 1995.
The Registrant has filed a Form 8-K on March 25, 1996 pertaining to
the acquisitions of Key Voice Technologies, Inc. and Aurora Systems,
Inc.
---------------------------------------
* Incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 22nd day of
March, 1996.
COMDIAL CORPORATION
By /s/ WILLIAM G. MUSTAIN
William G. Mustain
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
[Download Table]
Signature Title Date
*
------------------------ Vice Chairman March 25, 1996
A. M. Gleason
*
------------------------ Director March 25, 1996
Michael C. Henderson
*
------------------------ Director March 25, 1996
William E. Porter
*
------------------------ Director March 25, 1996
John W. Rosenblum
*
------------------------ Director March 25, 1996
Dianne C. Walker
/s/ WILLIAM G. MUSTAIN Chairman of the Board, March 25, 1996
------------------------
William G. Mustain President, and
Chief Executive Officer
/s/ WAYNE R. WILVER Senior Vice President, March 25, 1996
------------------------
Wayne R. Wilver Chief Financial Officer,
Treasurer, and Secretary
* By: /s/ WAYNE R. WILVER
-------------------------
Wayne R. Wilver, Attorney-In-Fact
Dates Referenced Herein and Documents Incorporated by Reference
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