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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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DIALOGIC CORPORATION
(NAME OF SUBJECT COMPANY)

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DIALOGIC CORPORATION
(NAME OF PERSON FILING STATEMENT)

COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)

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25249910-8
(CUSIP NUMBER OF CLASS OF SECURITIES)

THEODORE M. WEITZ, ESQ.
DIALOGIC CORPORATION
1515 US RTE 10
PARSIPPANY, NEW JERSEY 07054
(973) 993-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF THE PERSON FILING STATEMENT)

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COPIES TO:
PETER H. EHRENBERG, ESQ.
LOWENSTEIN SANDLER PC
65 LIVINGSTON AVENUE
ROSELAND, NEW JERSEY 07068
(973) 597-2350

STEPHEN R. RUSMISEL, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
(212) 858-1442

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ITEM 1. SECURITY AND SUBJECT COMPANY

The name of the subject company is Dialogic Corporation, a New Jersey
corporation (the "Company"). The address of the principal executive offices of
the Company is 1515 Route 10, Parsippany, New Jersey, 07054. The title of the
class of equity securities to which this Statement relates is Common Stock, no
par value of the Company (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER

This statement relates to a tender offer (the "Offer") disclosed in a
Schedule 14D-1, dated June 7, 1999 (the "Schedule 14D-1"), and filed with the
Securities and Exchange Commission (the "Commission") by Intel Corporation, a
Delaware corporation ("Intel") and Intel LMH Acquisition Corporation, a New
Jersey corporation ("Purchaser"), and a wholly owned subsidiary of Intel, to
purchase all outstanding Shares at a price of $44 per Share, net to the Seller
in cash, without interest (as paid pursuant to the Offer) (the "Offer
Consideration"), on the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated June 7, 1999, a copy of which is filed as
Exhibit (a)(1) hereto and is incorporated herein by reference (the "Offer to
Purchase"), and in the related Letter of Transmittal (which together, as amended
and supplemented from time to time, constitute the "Offer Documents"). The Offer
to Purchase states that the address and principal executive offices of Intel and
Purchaser are Intel Corporation, 2200 Mission College Boulevard, Santa Clara,
California 95052-8119.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of May 31, 1999 (the "Merger Agreement"), by and among the Company, Intel and
Purchaser. See Item 3(b) for a description of the Merger Agreement. A copy of
the Merger Agreement is filed as Exhibit (c)(1) hereto and is incorporated
herein by this reference.

The Offer is conditioned upon, among other things, (1) there being validly
tendered by the Expiration Date (as defined in the Offer to Purchase) and not
withdrawn a number of Shares of the Company representing at least a majority of
the Shares issued and outstanding on a fully-diluted basis and (2) the
satisfaction or waiver of certain conditions to the respective obligations of
Purchaser, Intel and the Company to consummate the transactions contemplated by
the Merger Agreement, including receipt by Purchaser and the Company of certain
governmental and regulatory approvals.

ITEM 3. IDENTITY AND BACKGROUND

(a) The name and address of the Company, which is the person filing this
Statement, are set forth in Item 1 above.

(b) Except as set forth in this Item 3(b), to the knowledge of the Company,
there are no material contracts, agreements, arrangements or understandings and
no actual or potential conflicts of interest between the Company or its
affiliates and (i) the Company's executive officers, directors or affiliates or
(ii) Intel or Purchaser or their respective executive officers, directors or
affiliates.

THE MERGER AGREEMENT AND RELATED AGREEMENTS

Information with respect to the terms of the Merger Agreement and certain
related matters, including the Merger (as defined therein), the Stock Option
Agreement, the Tender and Voting Agreements, and Irrevocable Proxies each dated
as of May 31, 1999, is set forth under the headings "Introduction," "Terms of
the Offer; Expiration Date," "Contacts with the Company; Background of the Offer
and the Merger," "Purpose of the Offer; The Merger Agreement," "Certain
Conditions of the Offer," and "Certain Legal Matters; Regulatory Approvals" in
the Offer to Purchase. Copies of the Stock Option Agreement and the Tender and
Voting Agreements and Irrevocable Proxies are filed as exhibits to the Offer to
Purchase Agreements and are identified as Exhibits (c)(2) through (c)(7) hereto
and are incorporated herein by reference. The information with respect to the
Company's obligation to appoint designees of Intel to the Company's board
described in the Offer to Purchase under "The Merger Agreement; the Stock Option
Agreement and the Voting Agreements -- The Merger Agreement -- Board
Representation" is incorporated

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herein by reference. The Company's obligation to appoint designees of Intel to
the Company's board is subject to Section 14(f) of the Exchange Act and Rule
14f-1 thereunder.

DIRECTOR AND OFFICER COMPENSATION PLANS

The information under the headings "Executive Compensation and Other
Information" and "Compensation Committee Report on Executive Compensation" in
the Company's Proxy Statement, dated April 9, 1999 (the "Proxy Statement"),
portions of which are identified as Exhibit (c)(18) hereto, are incorporated
herein by reference.

EMPLOYMENT AGREEMENTS

The Company entered into a written employment agreement as of January
1,1997 with Howard G. Bubb, Chief Executive Officer and President and a Director
of the Company, a description of which is set forth in the Proxy Statement under
the heading "Executive Compensation and Other Information -- Employment
Agreement," and is incorporated herein by reference.

The Company, Intel and Mr. Bubb entered into an employment agreement dated
as of May 31, 1999, a copy of which is filed as Exhibit (c)(11) hereto and is
incorporated herein by reference (the "New Agreement"), which replaces the
earlier employment agreement. The New Agreement is for an initial one-year term,
commencing on the closing of the Merger, and is automatically renewed for an
additional one-year period. The New Agreement is terminable by either party upon
not less than three-months' notice prior to the first anniversary of the closing
of the Merger. From the closing of the Merger through December 1, 1999 (the
"Transition Period"), Mr. Bubb will receive a base salary of $315,000. Beginning
January 1, 2000, Mr. Bubb will receive a base salary of $200,000, subject to
annual increase. During the Transition Period, Mr. Bubb is entitled to receive
cash bonuses under his current bonus schedule based on the Company and
individual performance. Beginning January 1, 2000, Mr. Bubb will be eligible for
a bonus under Intel's Employee Bonus and Employee Cash Bonus Plans. Mr. Bubb
also receives acceleration of all unvested restricted stock awards and stock
options under the Company's incentive compensation plans, a lump sum cash
payment of $315,000 plus one year's bonus payment calculated under his prior
employment agreement with the Company, a lump sum cash payment of $40,481,
representing fringe benefits that would have been payable under his prior
agreement and a performance bonus of up to $350,000 based upon the achievement
by the Company of certain metrics, in each of 2000 and 2001, provided Mr. Bubb
is employed by the Company on December 31 of such year. The New Agreement also
provides for a two-year non-solicitation of customers in the event Mr. Bubb is
no longer working for the Company for which Mr. Bubb will receive a monthly
payment of $42,083 for up to two years.

Pursuant to the offer letter of Thomas G. Amato, Vice President, Chief
Financial Officer and Treasurer of the Company, dated April 16, 1997 (a copy of
which is filed as Exhibit (c)(15) hereto and is incorporated herein by
reference), in the event that Mr. Amato's employment with the Company is
terminated for reasons other than cause during the first three years of his
employment, he is entitled to receive one year of severance pay.

Pursuant to the offer letter of William E. Warner, Jr., Executive Vice
President, Signal Computing Products of the Company dated July 21, 1998 (a copy
of which is filed as Exhibit (c)(16) hereto and incorporated herein by
reference), in the event that Mr. Warner's employment with the Company is
terminated for reasons other than cause, his job responsibilities are
significantly reduced or he resigns within thirty days after a "Change in
Control" (as defined in the 1997 Incentive Benefit Plan), he is entitled to
receive six months of severance pay and his options will continue to vest during
the severance period.

DIRECTOR AND OFFICER INDEMNIFICATION AND INSURANCE

The information in the Offer to Purchase under the heading "Interests of
Certain Persons in the Merger -- Indemnification; Directors' and Officers'
Insurance" is incorporated herein by reference.

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CHANGE IN CONTROL AGREEMENTS

The Offer and/or the Merger may be considered a "Change in Control" under
certain benefit plans of the Company, including the Company's 1997 Incentive
Benefit Plan and 1988 Incentive Compensation Plan. Pursuant to the terms of such
plans, if the Offer and/or the Merger is deemed a "Change in Control," options
and restricted Shares granted to executive officers and certain other officers
of the Company may accelerate as a result thereof in the event such officers
undergo a "Termination Event," as defined in such plans, within twelve months
after such "Change in Control." Copies of such plans, as described in the Proxy
Statement under the heading "Executive Compensation and Other
Information -- Incentive Compensation Plans," and attached as Exhibits 10.2,
10.3 to the Company's 1996 Annual Report on Form 10-K, and Exhibit 10.12 to the
Company's 1998 Annual Report on Form 10-K, are incorporated herein by reference.

LETTER AGREEMENTS

In addition, the Company has entered into letter agreements dated May 27,
1999 with Steven J. Krupinski, Vice President of Human Resources, Theodore M.
Weitz, Vice President and General Counsel and Thomas G. Amato, Vice President,
Chief Financial Officer and Treasurer of the Company (copies of which are filed
as Exhibits (c)(12), (c)(13) and (c)(14) hereto and incorporated herein by
reference) pursuant to which in the event of a transaction constituting a Change
in Control (as defined in the 1997 Incentive Benefit Plan), the Company will pay
a special incentive payment to these individuals for their assistance in
achieving a successful transaction and a smooth transition, within thirty days
after the closing of such transaction and an additional benefit payment to such
individuals within ninety days after such closing provided, in each case, if
such individuals (x) are employed by the Company on such dates, (y) are no
longer employed by the Company as a result of involuntary termination other than
for Cause (as defined in the 1997 Incentive Benefit Plan) or (z) have their
compensation reduced. The Company also entered into a letter agreement dated May
27, 1999 with John Landau, Vice President of Strategic Marketing, pursuant to
which in the event of a transaction constituting a Change in Control (as defined
in the 1997 Incentive Benefit Plan), the Company will pay a special incentive
payment to Mr. Landau for his assistance in achieving a successful transaction
and a smooth transition, within thirty days after the closing of such
transaction provided Mr. Landau (x) is employed by the Company on such date, (y)
is no longer employed by the Company as a result of involuntary termination
other than for Cause (as defined in the 1997 Incentive Benefit Plan) or (z) has
his compensation reduced.

The Company entered letter agreements dated May 27, 1999 with Mr. Landau,
Jean Beadle, Comptroller, William E. Warner, Jr., Executive Vice President,
Signal Computing Products, and Clementine Russo, Vice President of Operations
(the form of which is filed as Exhibit (c)(17) hereto and is incorporated herein
by reference), pursuant to which in the event of a transaction constituting a
Change in Control (as defined in the 1997 Incentive Benefit Plan), the Company
will make a benefit payment to such individuals within one year after the
closing of the transaction provided, in each case, such individuals (x) are
employed by the Company on such dates, (y) are no longer employed by the Company
as a result of involuntary termination other than for Cause (as defined in the
1997 Incentive Benefit Plan) or (z) have their compensation reduced.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

(a) RECOMMENDATION OF THE COMPANY BOARD

At a meeting on May 31, 1999, the Company's board unanimously (a)
determined that the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, are fair, adequate, and in the best
interests of the Company's stockholders, (b) adopted and approved the Merger
Agreement and authorized the execution thereof by the Company, and (c)
recommended that the Company's stockholders accept the Offer and tender their
Shares thereunder.

(b) BACKGROUND OF AND REASONS FOR THE BOARD RECOMMENDATION

Over a period of years, the Company has discussed from time to time with
Intel various potential strategic relationships.

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In the fall of 1998, Anant Das, Strategic Manager in Intel's Enterprise
Server Group ("ESG"), called Howard Bubb, CEO of the Company, to discuss
possible relationships between the two companies. In October 1998, Mr. Bubb and
John Landau, Strategic Marketing VP of the Company, met in Portland, Oregon with
John Miner, Vice President and General Manager of ESG, Scott Richardson,
Director, Communication and Internet Server Division of ESG, Mr. Das, and
Elliott Swan, Director of Business Development for ESG. At this meeting, Messrs.
Bubb and Landau presented an overview of the Company and its business. Messrs.
Bubb and Miner then discussed relationships between the companies in general
terms, including the possibility of either a development or strategic
relationship agreement, with a possible strategic minority investment by Intel
in the Company.

In early February of 1999, Mr. Miner telephoned Mr. Bubb and suggested
additional meetings to discuss possible relationships between Intel and the
Company. On February 17, 1999, Messrs. Bubb and Landau met with Messrs. Miner
and Swan at the Dallas airport. At this meeting, Messrs. Miner and Swan raised
the possibility of Intel's acquiring the Company. Mr. Bubb noted that, in order
to proceed, he would expect that the Company needed to satisfy itself as to
strategic compatibility, cultural fit, and fair economic value and the
importance to Intel of telecommunications as a strategic initiative. The parties
agreed to further discussions. That same day the parties entered into a
confidentiality and non-disclosure agreement in contemplation of the exchange of
information relating to potential merger negotiations.

Between February 17, 1999 and March 4, 1999, the parties held a number of
telephone conferences covering high level discovery and due diligence issues.
Participants included Messrs. Tom Amato, CFO of the Company, Swan, Landau and
Guy Anthony, Assistant Treasurer of Intel.

On March 4, 1999, Mr. Miner spoke with Mr. Bubb by telephone about the
process within Intel for pursuing an acquisition. On March 11 and 12, Mr. Amato
and Steve Krupinski, Human Resources VP of the Company, met with Messrs. Swan,
Anthony, Richardson, Adam Lane, Finance Manager of ESG, Arun Chetty, Senior
Treasury Manager of Intel, and Sean Fitzgerald, ESG Senior Counsel of Intel, in
Portland, Oregon. Mr. Theodore Weitz, VP and General Counsel of the Company,
participated by telephone on March 12.

On March 12, 1999, during a scheduled internal meeting at Intel involving
Messrs. Arvind Sodhani, VP and Treasurer of Intel, Miner, Anthony, Swan,
Richardson, Les Vadasz, Senior VP of Intel, Craig Barrett, Chief Executive
Officer of Intel, Andy Grove, Chairman of Intel, and Andy Bryant, CFO of Intel,
agreement was reached to continue discussions with the Company and to seek Intel
board approval for an acquisition.

On March 16, 1999, Mr. Bubb met with Mr. Miner at Newark Airport in New
Jersey to further discuss strategic and cultural issues, and on March 17 Mr.
Bubb met with Mr. Barrett in Washington, D.C. and also discussed strategic and
cultural issues. That same afternoon, Mr. Anthony visited the Company in New
Jersey and met with Messrs. Bubb, Amato and Weitz and began to discuss
valuation. Mr. Anthony stated that the results of the discounted cash flow
analysis and stock market comparable analysis performed by Intel indicated a
value of mid to upper $30 per Share. On March 18, 1999, Mr. Amato called Mr.
Anthony and reported that this value was insufficient to present to the
Company's board.

On March 19, 1999, Messrs. Anthony and Sodhani called Mr. Amato and
suggested a value of $41 per Share, in cash, contingent on due diligence,
negotiation of definitive agreements and Intel board approval.

On March 24, 1999, Messrs. Bubb, Amato and Landau met by telephone with
Messrs. Miner, Swan, Sodhani, Chetty and David Johnson, Treasury Manager of
Intel, and presented the Company's view of strategic synergies and value.

On March 25, 1999, a presentation was made by Intel management to Intel's
Board of Directors proposing an acquisition of the Company. The board approved a
resolution authorizing an acquisition for either cash or stock within specified
parameters.

On March 26, Mr. Anthony called Mr. Amato to communicate that the Intel
board had approved proceeding with the acquisition discussions, contingent on
due diligence. Mr. Amato called Mr. Anthony back

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the same day and indicated that the Company's board considered a value of $41
per Share to be insufficient. Mr. Anthony and Mr. Amato agreed to keep a
communications channel open.

On March 30, 1999, Messrs. Anthony, Richardson, Lane, Swan and Johnson
called Messrs. Bubb, Amato and Landau to give the Company feedback concerning
valuation at the March 24, 1999 conference call.

On March 31, 1999, Messrs. Anthony and Sodhani met with Mr. Amato by
telephone to further discuss valuation. Mr. Amato indicated that the Company's
board was unwilling to engage in formal negotiations with only a $41 valuation
by Intel, but that they might consider a valuation in the high $40's.

On April 2, 1999, Messrs. Bubb, Amato and Landau met by telephone with
Messrs. Miner, Swan, Lane, Anthony and Roger Erwin, ESG HR Manager of Intel, to
further discuss synergy, value, and management retention issues in a possible
acquisition.

On April 9, the Company's board discussed the status of negotiations.

From April 9 through 24, valuation discussions continued by telephone led
primarily by Mr. Amato for the Company and Messrs., Sodhani and Anthony for
Intel, and with some participation by Messrs. Weitz, Bubb and Swan. Intel
continued to express unwillingness to consider a higher valuation and the
Company expressed its unwillingness to move lower. The Company's board was kept
apprised of events through regular updates.

On April 24, 1999, Messrs. Anthony and Sodhani called Messrs. Amato and
Bubb and indicated a willingness to consider the acquisition of the Company for
Intel stock, but at a value of $37 per Share rather than $41 per Share.

On May 1, 1999, Messrs. Anthony and Sodhani called Mr. Amato and advised
him that Intel would consider a valuation of $41 per Share for either a cash or
stock acquisition.

On May 3 and 4, 1999, Messrs. Anthony and Sodhani held several discussions
with Messrs. Amato and Bubb about the alternative merits of a cash versus a
stock transaction.

After a discussion at the Company's board meeting on May 6, 1999, the board
authorized management to retain Hambrecht & Quist as investment bankers to
assist in valuation discussions. Messrs. Amato and Weitz spoke to Mark Zanoli of
Hambrecht & Quist on May 6, 1999, completed an agreement with Hambrecht & Quist
on May 7, 1999, and that afternoon Mr. Amato informed Mr. Anthony that Mr.
Zanoli would be acting on the Company's behalf in the transaction.

On May 7, 1999, during a scheduled internal meeting at Intel involving
Messrs. Sodhani, Miner, Anthony, Vadasz, Barrett, Grove, Bryant and Suzan
Miller, senior attorney at Intel, the status of negotiations with the Company
was discussed.

On May 10, Mr. Zanoli presented the Company's position to Messrs. Anthony
and Sodhani. Discussions continued almost daily among Messrs. Sodhani, Anthony,
Zanoli, Amato and Weitz over the next week. On May 17, Mr. Zanoli conveyed the
information to Messrs. Anthony and Sodhani that the Company would consider
reducing its valuation to $44 per Share for a transaction involving Intel stock.

On May 18, Messrs. Anthony and Sodhani informed Mr. Zanoli that Intel would
be willing to consider an increase in its proposed valuation to $44 per Share
for an all cash tender offer. That proposal was presented to the Company's board
in a special telephonic Board meeting on May 18, 1999 attended by all board
members, and Messrs. Weitz, Amato and Zanoli, at which Mr. Zanoli analyzed
Intel's proposal, reviewed the discussions with Intel to date and generally
advised the board that he believed Hambrecht & Quist could render its fairness
opinion at that level, and that he did not expect alternative bidders at a
higher price.

On May 19, in a telephone conversation involving Messrs. Bubb, Amato,
Weitz, Zanoli, Sodhani, Miner and Anthony, the parties agreed to discuss the
detailed terms of a transaction based on the latest all cash valuation, subject
to signing a definitive agreement, due diligence and no change in market
conditions.

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The parties immediately began intensive due diligence and the negotiation
of a definitive agreement. Between May 25, 1999 and May 31, 1999, numerous
meetings were held by telephone and at the offices of Gibson, Dunn & Crutcher
LLP, outside counsel to Intel, in New York, New York, among representatives of
Intel, the Company, Gibson, Dunn & Crutcher LLP, Lowenstein Sandler PC, outside
counsel to the Company, and Winthrop, Stimson, Putnam and Roberts, special
outside counsel to the Company to negotiate the Merger Agreement and related
agreements.

On May 29, 1999, the Company's board reviewed the then-current draft of the
definitive Merger Agreement in a special telephonic meeting, all board members
having received the contract draft prior to the meeting. This meeting was
attended by all board members, and, Messrs. Zanoli (by telephone), Bubb, Amato,
Weitz, Ronald Prague, Esq., Corporate Counsel of the Company, Peter Ehrenberg,
Esq. and Alan Wovsaniker, Esq. of Lowenstein Sandler PC, and Stephen R.
Rusmisel, Esq. of Winthrop Stimson Putnam & Roberts. Mr. Zanoli expressed his
view that Hambrecht & Quist would be able to render its fairness opinion
assuming successful completion of the negotiation of certain open issues.
Counsel performed a detailed analysis of the agreements and negotiations to
date, and discussed the specific terms of the proposed merger agreement, and the
proposed stock option agreement and the agreements from certain shareholders on
which, in part, Intel's offer was conditioned. The Company's board requested
that the Company's representatives continue negotiations, and focus particularly
on removing impediments to the Company's ability to consider alternative
transactions consistent with the board's fiduciary responsibilities.

The parties negotiated intensively through May 29, 30 and 31.

On May 30, 1999, the status of negotiations was reviewed with Messrs.
Vadasz, Barrett and Miner by Messrs. Sodhani, Anthony, Swan, Peter Cizik,
Business Development Manager of Intel, and Ms. Miller and Kirby Dyess, VP and
Director, New Business Development at Intel. Dr. Barrett approved the current
Intel position in the negotiations within specified parameters.

The Company's board met telephonically again at 7:00 P.M. on Monday May 31,
1999. All board members attended, as did Messrs. Zanoli, Bubb, Amato, Weitz,
Prague, Ehrenberg, Wovsaniker and Rusmisel. The Board was apprised of the
progress since the prior meeting, given a detailed analysis of the changes in
the proposed merger agreement, the proposed stock option agreement and the
agreements from certain shareholders, including improvements in the "fiduciary
out" provisions, a reduction in the proposed breakup fee, and the fact that
those restrictions that remained were conditions of the transaction that Intel
would not remove. Mr. Zanoli then rendered Hambrecht & Quist's opinion that the
transaction is fair to the stockholders of the Company from a financial point of
view. Next, counsel analyzed certain legal aspects of the transaction. The
Company's board then adjourned as final negotiations continued.

The Company's board reconvened at approximately midnight on May 31, and
unanimously (a) determined that the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, are fair, adequate,
and in the best interests of the Company's stockholders, (b) adopted and
approved the Merger Agreement and authorized the execution thereof by the
Company, and (c) recommended that the Company's stockholders accept the Offer
and tender their Shares thereunder.

In reaching its conclusions described in paragraph (a) above, the Company's
board considered a number of factors, including, without limitation:

(i) The presentation of Hambrecht & Quist to the board, and the
written opinion of Hambrecht & Quist that, based upon and subject to the
assumptions and qualifications stated therein, the consideration to be
received by stockholders of the Company, pursuant to the Offer and Merger
Agreement is fair from a financial point of view. A copy of the written
opinion is filed as Exhibit (c)(19) hereto and is incorporated herein by
reference. Stockholders are urged to carefully read such opinion in its
entirety.

(ii) Current market conditions, and the relationship between the
consideration to be received by stockholders in the Offer and the Merger
and the historical and recent market prices of the Shares, and the fact
that the Offer Consideration represented a premium of more than 40% above
average trading prices for the Shares over the previous 30 days.

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(iii) The Company's business, the strategic direction of the Company's
businesses, the relationship of the Offer Consideration to historical and
projected earnings, acquisition transactions involving comparable companies
and the likelihood of other possible transactions that might provide
greater value to shareholders.

(iv) The terms and conditions of the transactions contemplated by the
Merger Agreement and the Stock Option Agreement, as reviewed by and
discussed with the Company's management, legal counsel and financial
advisors and the fact that the terms of the Merger Agreement were
determined through arms-length negotiations between the Company's Board and
its legal and financial advisors, on the one hand, and representatives of
Intel and Purchaser, on the other.

(v) The fact that Intel and Purchaser's obligations under the Offer
were not subject to any financing condition, and the representation of
Intel and Purchaser that they have sufficient funds available to them to
consummate the Offer and the Merger.

(vi) The right, subject to certain conditions, of the Company under
the Merger Agreement to respond to requests for nonpublic information and
to participate in substantive discussions with any person making a Superior
Proposal as defined in the Merger Agreement.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

The Company retained Hambrecht & Quist as its financial adviser in
connection with the transaction contemplated by the Merger Agreement, including
delivery of a written opinion as to the fairness to the Company's shareholders,
from a financial point of view, of the consideration to be received pursuant to
the Offer and Merger. Pursuant to the terms of Hambrecht & Quist's engagement,
the Company will pay Hambrecht & Quist a flat fee of $4,000,000 and has agreed
to reimburse Hambrecht & Quist for its out-of-pocket expenses. In the ordinary
course of its business, Hambrecht & Quist and its affiliates may actively trade
in the securities of the Company for its own account and for the account of its
customers and, accordingly, may at any time hold a long or short position in
such securities.

ITEM 6. RECENT TRANSACTIONS WITH RESPECT TO SECURITIES

(a) Except as set forth below, there have been no transactions in Shares
which were effected during the past 60 days by the Company, or, to the knowledge
of the Company, any executive officer, director, affiliate, or subsidiary of the
Company.

TRANSACTIONS IN SHARES BY
EXECUTIVE OFFICERS OF THE COMPANY

NAME OF SHAREHOLDER TRANSACTION TYPE DATE SHARES
------------------- ----------------- ------- ------

Howard G. Bubb......................................... Option Exercise 5/10/99 10,000
Nicholas Zwick......................................... Sale 4/9/99 4,000
Nicholas Zwick......................................... Sale 4/10/99 6,000
Nicholas Zwick......................................... Sale 5/6/99 10,000

(b) To the Company's knowledge, all directors and executive officers intend
to tender, pursuant to the Offer, all Shares held of record or beneficially
owned by them.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) Except as set forth in this Schedule 14D-9, no negotiation is being
undertaken or is underway by the Company in response to the Offer that relates
to or would result in (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any subsidiary of the Company; (ii) a
purchase, sale, or transfer of a material amount of assets by the Company or any
subsidiary of the Company; (iii) a tender offer for or other acquisition of
securities by or of the Company; or (iv) any material change in the present
capitalization or dividend policy of the Company.

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(b) Except as set forth in this Schedule 14D-9, there is no transaction,
board resolution, agreement in principle, or signed contract in response to the
Offer that relates to or would result in one or more of the events referred to
in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

SECTION 14A:10A-4 OF THE NJBCA

The Company is incorporated under the laws of the State of New Jersey. In
general, Section 14A:10A-4 of the New Jersey Business Corporation Act (the
"NJBCA") prevents an "interested stockholder" (generally, a person who owns or
has the right to acquire 10% or more of a corporation's outstanding voting
stock, or an affiliate or associate thereof) from engaging in a "business
combination" (defined to include mergers and certain other transactions) with a
New Jersey corporation for a period of five years following the date such person
became an interested stockholder unless prior to such date the board of
directors of the corporation approved the business combination. The Company's
board has approved the business combination contemplated by the Merger
Agreement. Intel has informed the Company that neither it nor, to its knowledge,
any of its affiliates owns any Shares. Accordingly, the Company believes that
Section 14A:10A-4 is inapplicable to the Offer and the Merger.

CERTAIN RIGHTS OF WARRANT HOLDER

Consistent with the terms of the Company's Common Stock and Warrant
Purchase Agreement with Microsoft Corporation ("Microsoft") dated as of March 1,
1999, the Merger Agreement recognizes the right of Microsoft, upon exercise of
the warrant in accordance with its terms, to receive an amount in cash equal to
the Offer Consideration multiplied by the number of Shares immediately
theretofore purchasable upon exercise of the warrant, as if such Shares were
outstanding immediately prior to the Effective Time, as set forth in Section
5.15 of the Merger Agreement.

DISCLAIMER

The information contained in this Schedule 14D-9 concerning Intel,
Purchaser, the Offer, and the Merger was supplied by Purchaser. The Company
takes no responsibility for the completeness or accuracy of such information.

9
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

(a)(1) Offer to Purchase, dated June 7, 1999
(a)(2) Form of Summary Advertisement
(a)(3) Press Release of Intel, dated June 1, 1999
(b) None
(c)(1) Agreement and Plan of Merger, dated as of May 31, 1999, by
and among Intel, Purchaser and the Company, filed as Exhibit
2.1 to the Company's Current Report on Form 8-K Dated May
31, 1999
(c)(2) Stock Option Agreement, dated as of May 31, 1999, by and
between Intel and the Company, filed as Exhibit 2.2 to the
Company's Current Report on Form 8-K Dated May 31, 1999 and
incorporated herein by reference
(c)(3) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Nicholas Zwick, Purchaser and Intel,
filed as Exhibit (c)(3) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(4) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Masako H. Shinn as trustee for
Kiyoshi H. Shinn and Hiroshi R. Shinn, Purchaser and Intel,
filed as Exhibit (c)(4) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(5) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Joanne Burkhardt as trustee for
Kenneth John Burkhardt, Christopher L. Burkhardt and Juliane
N. Burkhardt, Purchaser and Intel, filed as Exhibit (c)(5)
to Purchaser's Schedule 14D-1 Dated June 7, 1999 and
incorporated herein by reference
(c)(6) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among James Shinn, Purchaser and Intel,
filed as Exhibit (c)(6) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(7) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Kenneth J. Burkhardt, Purchaser and
Intel, filed as Exhibit (c)(7) to Purchaser's Schedule 14D-1
Dated June 7, 1999 and incorporated herein by reference
(c)(8) 1988 Incentive Compensation Plan, as amended and restated
through March 28, 1997 (the "1988 Plan") incorporated by
reference to Exhibit 10.2 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996
(c)(9) Proposed Amendments to the 1988 Plan, as amended,
incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1996
(c)(10) Amended and Restated 1997 Incentive Benefit Plan, amended
and restated through February 22, 1999, incorporated by
reference to Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998
(c)(11) Employment Agreement by and among Intel, the Company and
Howard G. Bubb, dated May 31, 1999
(c)(12) Letter Agreement between the Company and Thomas Amato, dated
May 27, 1999
(c)(13) Letter Agreement between the Company and Theodore Weitz,
dated May 27, 1999
(c)(14) Letter Agreement between the Company and Steven Krupinski,
dated May 27, 1999
(c)(15) Letter Agreement between the Company and Thomas G. Amato,
dated April 16, 1997
(c)(16) Letter Agreement between the Company and William E. Warner,
Jr., dated July 21, 1998
(c)(17) Form of Letter Agreement between the Company and four
Executive Officers, dated May 27, 1999

10
11

(c)(18) Portions of the Proxy Statement of the Company, dated as of
April 9, 1999 incorporated by reference, relating to 1999
Annual Meeting of Stockholders, under the captions
"Executive Compensation and Other Information" and
"Compensation Committee Report on Executive Compensation'
(c)(19) Written opinion of Hambrecht & Quist LLC dated May 31, 1999

11
12

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.

Dated: June 7, 1999 DIALOGIC CORPORATION

By: /s/ THOMAS G. AMATO

------------------------------------
Name: Thomas G. Amato
Title: Vice President, Chief
Financial Officer and Treasurer

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EXHIBIT INDEX

(a)(1) Offer to Purchase, dated June 7, 1999
(a)(2) Form of Summary Advertisement
(a)(3) Press Release of Intel, dated June 1, 1999
(b) None
(c)(1) Agreement and Plan of Merger, dated as of May 31, 1999, by
and among Intel, Purchaser and the Company, filed as Exhibit
2.1 to the Company's Current Report on Form 8-K Dated May
31, 1999
(c)(2) Stock Option Agreement, dated as of May 31, 1999, by and
between Intel and the Company, filed as Exhibit 2.2 to the
Company's Current Report on Form 8-K Dated May 31, 1999 and
incorporated herein by reference
(c)(3) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Nicholas Zwick, Purchaser and Intel,
filed as Exhibit (c)(3) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(4) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Masako H. Shinn as trustee for
Kiyoshi H. Shinn and Hiroshi R. Shinn, Purchaser and Intel,
filed as Exhibit (c)(4) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(5) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Joanee Burkhardt as trustee for
Kenneth John Burkhardt, Christopher L. Burkhardt and Juliane
N. Burkhardt, Purchaser and Intel, filed as Exhibit (c)(5)
to Purchaser's Schedule 14D-1 Dated June 7, 1999 and
incorporated herein by reference
(c)(6) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among James Shinn, Purchaser and Intel,
filed as Exhibit (c)(6) to Purchaser's Schedule 14D-1 Dated
June 7, 1999 and incorporated herein by reference
(c)(7) Tender and Voting Agreement and Irrevocable Proxy, dated as
of May 31, 1999, among Kenneth J. Burkhardt, Purchaser and
Intel, filed as Exhibit (c)(7) to the Purchaser's Schedule
14D-1 Dated June 7, 1999 and incorporated herein by
reference
(c)(8) 1988 Incentive Compensation Plan, as amended and restated
through March 28, 1997 (the "1988 Plan") incorporated by
reference to Exhibit 10.2 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996
(c)(9) Proposed Amendments to the 1988 Plan, as amended,
incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1996
(c)(10) Amended and Restated 1997 Incentive Benefit Plan, amended
and restated through February 22, 1999, incorporated by
reference to Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998
(c)(11) Employment Agreement by and among Intel, the Company and
Howard G. Bubb, dated May 31, 1999
(c)(12) Letter Agreement between the Company and Thomas Amato, dated
May 27, 1999
(c)(13) Letter Agreement between the Company and Theodore Weitz,
dated May 27, 1999
(c)(14) Letter Agreement between the Company and Steven Krupinski,
dated May 27, 1999
(c)(15) Letter Agreement between the Company and Thomas G. Amato,
dated April 16, 1997
(c)(16) Letter Agreement between the Company and William E. Warner,
Jr., dated July 21, 1998
(c)(17) Form of Letter Agreement between the Company and four
Executive Officers, dated May 27, 1999

(c)(18) Portions of the Proxy Statement of the Company, dated as of
April 9, 1999, incorporated by reference, relating to 1999
Annual Meeting of Stockholders, under the captions
"Executive Compensation and Other Information" and
"Compensation Committee Report on Executive Compensation"
(c)(19) Written opinion of Hambrecht & Quist LLC dated May 31, 1999