UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2014
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AVAYA INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 001-15951 | 22-3713430 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
| Incorporation) | Number) | |||
| 4655 Great America Parkway | ||
| Santa Clara, California | 95054 | |
| (Address of Principal Executive Office) | (Zip Code) | |
Registrant’s telephone number, including area code: (908) 953-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Election
The shareholder of Avaya Inc. (the “Company”) and the Company’s board of directors, acting by unanimous written consents, have appointed Ms. Mary Henry as Director of the Company effective July 1, 2014.
The Company is a wholly owned subsidiary of Avaya Holdings Corp., a Delaware corporation (“Parent”). Parent was formed by affiliates of two private equity firms, Silver Lake Partners and TPG Capital (the “Sponsors”). A stockholders’ agreement between Parent and certain of its stockholders (including funds affiliated with the Sponsors) contains agreements among the parties with respect to the election of Directors of Parent and the Company. All of the Directors of Parent also serve as Directors of the Company, and Ms. Henry has been elected a Director of Parent.
As a non-affiliated Director, Ms. Henry will be a participant in the previously disclosed non-affiliated director compensation program.
A copy of the press release relating to Ms. Henry's election is attached as Exhibit 99.1.
Item 8.01 Other Events.
The Company previously disclosed the jury verdict in its lawsuit in the U.S. District Court, District of New Jersey, involving Telecom Labs, Inc., TeamTLI.com Corp. and Continuant Inc. (collectively, "TLI/Continuant"). Following the jury verdict, TLI/Continuant sought an injunction regarding the Company’s ongoing business operations.
On June 30, 2014, a federal judge rejected the demands of TLI/Continuant’s proposed injunction and stated that “only a narrow injunction is appropriate.” Instead, the judge issued an order relating to customers who purchased an Avaya PBX system between January 1, 1990 and April 30, 2008 only. Those customers and their agents will have free access to the on demand maintenance commands that were installed on their systems at the time of the purchase transaction. The Company has six months from the date of the injunction to enable such access. The court specified that this right “does not extend to access on a system purchased after April 30, 2008.” Consequently, the injunction affects only systems sold more than six years ago.
The judge denied all other requests TLI/Continuant made in its injunction filing.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
| Exhibit | Exhibit Name | |
| 99.1 | Press release issued on July 3, 2014 by Avaya Inc. | |
Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties,
many of which are beyond its control. These factors, including those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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.
| AVAYA INC. | |||
| Date: July 3, 2014 | By: | /s/ Frank J. Mahr | |
| Name: | Frank J. Mahr | ||
| Title: | Corporate Secretary | ||