Item 1.01. Entry into a Material Definitive Agreement Overview On December 17, 2013 , eOn Communications Corporation , a Delaware corporation ("eOn"), entered into the definitive agreements described below in which, subject to the completion of the conditions described below and in the attached exhibits to this Form 8-K, eOn will acquire Inventergy, Inc. , a Delaware corporation ("Inventergy") and issue to the Inventergy stockholders eOn shares that will result in the Inventergy stockholders in the aggregate obtaining control of eOn. As part of this proposed transaction, eOn has issued shares of its preferred stock to certain investors on the terms described below. In addition, eOn intends to transfer all of its ownership interests in Cortelco Systems Holding Corp. and Cortelco Systems Puerto Rico, Inc. , so that its only subsidiaries upon completion of the acquisition will be Inventergy and a newly formed subsidiary that will conduct certain legacy lines of business. Inventergy is an intellectual property investment and licensing company, whose principal offices are located at 19925 Stevens Creek Blvd. , Suite 100, Cupertino, California 95014. Information concerning Inventergy's business that has been provided by Inventergy to eOn is attached to this Form 8-K as Exhibits 99.1 and 99.2. Agreements Relating to Securities Issuance Sale of Preferred Stock and Warrants. eOn entered into a Securities Purchase Agreement (the "SPA") on December 17, 2013 with certain accredited investors (collectively, the "Buyers"). Pursuant to the terms of the SPA, on December 17, 2013 , the Buyers purchased and eOn sold an aggregate of 2,750 shares of eOn's Series B Convertible Preferred Stock ("eOn Series B Preferred Stock") with a stated value of $1,000 per share of eOn Series B Preferred Stock (the "Stated Value") and the rights and preferences set forth in the Certificate of Designations for the Series B Preferred Stock (the "Certificate of Designations"). In addition, eOn issued to the Buyers warrants to purchase an aggregate of 1,401,870 shares of eOn common stock (the "Warrants"). The aggregate purchase price for the shares of Series B Preferred Stock and the Warrants was $2.75 million . The offer and sale of these securities was made pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon Rule 506(b) of Regulation D. Based upon representations by the Buyers, no investor purchasing shares in this private placement resulted in such investor having beneficial ownership of more than 4.9% of eOn's common stock, par value $0.005 per share ("eOn Common Stock") on an as-converted basis. Issuance of Letter of Credit. Pursuant to the SPA, eOn has obtained irrevocable letters of credit (collectively, the "Letters of Credit") in the aggregate amount of $2.75 million issued by Wells Fargo National Association in favor of each Buyer. The Letters of Credit are collateralized by the proceeds received by eOn from the sale of the Series B Preferred Stock and Warrants in the amount of $2.75 million . Upon a Holder Optional Redemption or Change of Control Redemption (each, as discussed below), the Buyers may draw upon the Letters of Credit and require eOn to redeem the shares of eOn Series B Preferred Stock issued to such Buyers for a price equal to the Stated Value. The Letters of Credit will be terminated and the $2.75 million will be released to eOn upon the latest of (i) eOn stockholder approval of the proposals described below, (ii) the date the eOn registration statement registering the required number of shares of eOn Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of the Warrants is declared effective by the SEC , as required under the registration rights agreement discussed below, (iii) the date eOn provides notice to each Buyer of the date for the scheduled consummation of a merger of eOn's newly formed subsidiary with and into Inventergy, as discussed below (the "Merger"), and (iv) the date all conditions to the consummation of the Merger have been satisfied or are reasonably expected to be satisfied by the scheduled closing date of the Merger. Use of Proceeds. In the event the Merger occurs and the $2.75 million in cash is released by Wells Fargo to eOn, eOn intends to use $1,650,000 of the proceeds to declare and pay a dividend on the shares of eOn Common Stock to holders of record as of a record date which will be not later than 10 days prior to the date of the eOn stockholder meeting called to vote on the Merger, with the payment date to occur within 3 days after the completion of the Merger (the "Initial Dividend"). A portion of the remaining proceeds will be used to pay for certain assets to be purchased at the time of the Merger from Cortelco , as discussed below, and all other proceeds will be used by eOn and its subsidiaries after the Merger for general corporate purposes (but not for the repayment of any outstanding indebtedness or the redemption of any equity securities). Conversion of Preferred Stock. Each share of Series B Preferred Stock is convertible, at the option of the holder, into shares of eOn Common Stock determined by dividing the Stated Value by the conversion price, which is initially $1.07 per share, subject to adjustment as set forth in the Certificate of Designations (the "Conversion Price"). The shares of Series B Preferred Stock are convertible at any time on and after the earliest of (i) the date the shares of eOn Common Stock that are to be received upon conversion (the "Conversion Shares") are registered with the Securities and Exchange Commission (the "SEC"), (ii) the date in which the Conversion Shares may be sold pursuant to Rule 144 promulgated under the Securities Act, and (iii) the date in which the eOn stockholders have approved the Merger. In no event will the shares of Series B Preferred Stock be convertible prior to the record date for the Initial Dividend so long as such record date is not later than 10 days prior to the date of the eOn stockholder meeting called to vote on the Merger. After the shares of Series B Preferred Stock are initially convertible, the shares may be automatically converted five trading days after either (i) approval of the holders of at least 60% of the outstanding shares of Series B Preferred Stock (the "Required Holders") or (ii) subject to certain conditions set forth in the Certificate of Designations, both (A) the closing of an underwritten firm commitment public offering of eOn Common Stock with an aggregate offering price to the public of not less than $20 million at a price per share that equals or exceeds $1.61 per share (as adjusted for stock dividends, stock splits, reverse stock splits and other similar transactions) and (B) the redemption in full of those certain senior secured notes issued by Inventergy due May 10, 2018 . Optional Redemption of Preferred Stock. The holders of the Series B Preferred Stock have the option to require eOn to redeem the Series B Preferred Stock at the Stated Value in the event (i) eOn amends the definitive documentation for the Merger without the consent of the Required Holders, (ii) the Merger is not completed on or before June 17, 2014 , (iii) the reverse stock split (as . . . Item 3.02 Unregistered Sales of Equity Securities The information set forth above under Item 1.01 "Agreements Relating to Securities Issuance" is hereby incorporated by reference into this Item 3.02. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 17, 2013 , eOn's Board of Directors approved a change in eOn's fiscal year end from July 31 to December 31 , with such change contingent upon and effective as of the effective time of the Merger. The Form 10Q or 10K on which the report covering the transition period will be filed will be the Form for the quarter ended after the effective time of the Merger. Item 7.01 Regulation FD Disclosure On December 17, 2013 , eOn issued a press release, attached hereto as Exhibit 99.3, announcing the sale of the Series B Preferred Stock and Warrants to the Buyers and entering into the Merger Agreement with Inventergy. Exhibits: Exhibit Number Description of Exhibit 2.1 Agreement of Merger and Plan of Reorganization by and among Inventergy, Inc., eOn Communications Corporation , and Inventergy Merger, Inc. , dated December 17, 2013 2.2 Transition Agreement by and among eOn Communications Corporation , Cortelco Systems Holding Corp. , Cortelco, Inc. , and eOn Communications Systems, Inc. dated December 17, 2013 4.1 Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of eOn Communications Corporation 4.2 Form of Warrant to Purchase Common Stock 10.1 Securities Purchase Agreement by and among eOn Communications Corporation and the investors listed on the Schedule of Buyers attached thereto dated as of December 17, 2013 10.2 Form of Letters of Credit 10.3 Registration Rights Agreement by and among eOn Communications Corporation and the investors listed on the Schedule of Buyers attached thereto dated as of December 17, 2013 99.1 Description of Inventergy's Business 99.2 Inventergy Slide Presentation 99.3 Press Release dated December 17, 2013
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