UNITED STATES
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): December 7, 2007
eOn Communications Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-26399 | | 62-1482176 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | |
| 185 Martinvale Lane San Jose, CA | | 30144 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 770-423-2200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 7, 2007, eOn Communications Corporation (the “Company”) amended and restated the Company’s Bylaws. The amendments include revisions to Section 34 of the Amended and Restated Bylaws, which now expressly provide for the issuance of uncertificated shares. Under amendments to Rule 4350(1) of The Nasdaq Marketplace Rules, which will become effective January 1, 2008, issuers are required to be eligible for a direct registration program, which permits an investor’s ownership to be recorded and maintained on the books of the issuer or its transfer agent without the issuance of a physical stock certificate.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3 and incorporated herein by reference.
Exhibits:
| | |
Exhibit Number | | Description of Exhibit |
| 3.3 | | Amended and Restated Bylaws of eOn Communications Corporation |
SIGNATURE
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.
| | | | | | |
| Date: December 11, 2007 | | | | EON COMMUNICATIONS CORPORATION |
| | | |
| | | | By: | | /s/ Stephen R. Bowling |
| | | | | | Stephen R. Bowling |
| | | | | | Vice President and Chief Financial Officer |
Exhibit Index
| | |
Exhibit Number | | Description of Exhibit |
| 3.3 | | Amended and Restated Bylaws of eOn Communications Corporation |
