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INVENTERGY GLOBAL, INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Other Events, Financial Statements and Exhibits

June 12, 2014

Item 2.01. Completion of Acquisition or Disposition of Assets.

The Merger



The Merger was consummated on June 6, 2014, as a result of which Inventergy merged with and into Merger Sub and holders of Inventergy securities were issued securities of the Company. Upon the consummation of the Merger, the Company changed its name from "eOn Communications Corporation" to "Inventergy Global, Inc." and effected a one-for-two reverse stock split of the Company common stock (the "Reverse Split").

In connection with the consummation of the Merger:

(i) each share of Inventergy common stock was exchanged for 1.4139 shares of Company common stock on a post-Reverse Split basis (the "Exchange Ratio");

(ii) the Inventergy Series A Preferred Stock was exchanged for a like number of newly-created Company Series A Preferred Stock;

(iii) options and restricted shares of Inventergy common stock awarded pursuant to the Inventergy 2013 Stock Plan and outstanding immediately prior to the consummation of the Merger were converted into awards of options to purchase Company common stock and restricted shares of Company common stock with terms and conditions identical to the terms and conditions of the corresponding options to purchase Inventergy common stock and awards of restricted shares of Inventergy common stock (as adjusted for the Exchange Ratio); and

(iv) outstanding warrants to purchase Inventergy common stock were exchanged for warrants to acquire Company common stock with terms and conditions identical to the terms and conditions of the corresponding warrants to purchase Inventergy common stock (as adjusted for the Exchange Ratio).

Immediately following the consummation of the Merger, the Company had 20,018,028 shares of common stock, 6,176,748 shares of Series A Preferred Stock and 2,231 shares of Series B Preferred Stock issued and outstanding. In addition, it had warrants to purchase 700,937 shares of common stock outstanding and 238,412 placement agent warrants outstanding. The Company's common stock began trading on the Nasdaq Capital Market under the symbol "INVT" on June 9, 2014.

Please see Item 2.03 for a discussion of the Company Notes.

The Transition Transactions



In connection with the Merger, on December 17, 2013, eOn, Cortelco Systems Holding Corp., a Delaware corporation and wholly-owned subsidiary of eOn ("Cortelco Holding"), eOn Communications Systems, Inc., a Delaware corporation and wholly-owned subsidiary of eOn ("eOn Subsidiary"), and Cortelco, Inc., a Delaware corporation and wholly-owned subsidiary of Cortelco Holding ("Cortelco") entered into a transition agreement (the "Transition Agreement"). The Transition Agreement provided for several transactions among eOn and its subsidiaries in connection with, and subject to the completion of, the Merger. Each of these transactions were consummated at the time the Merger became effective (the "Effective Time"), including the following (collectively, the "Transition Transactions"):

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(1) eOn and Cortelco each transferred certain contracts and other assets to eOn Subsidiary, and eOn Subsidiary assumed the liabilities associated with such contracts on and after the date of assumption; . . .

Item 2.03. Creation of a Direct Financial Obligation.

Company Notes Registered Notes



On May 10, 2013, Inventergy and the investors named therein entered into a securities purchase agreement pursuant to which it issued Senior Secured Convertible Notes in an aggregate principal amount of $5 million (the "Inventergy Notes"). On March 24, 2014, Inventergy and the investors named therein entered into a Securities Purchase Agreement (the "Consolidated Purchase Agreement") pursuant to which, among other things, the Inventergy Notes were restructured with terms substantially similar to the Inventergy New Notes (which are discussed below). On June 6, 2014, upon consummation of the Merger, the Inventergy Notes were exchanged for Amended and Restated Company Notes (the "Company Registered Notes") and the obligations pursuant to such notes were assumed in full by the Company.

New Notes



On March 24, 2014, pursuant to the Consolidated Purchase Agreement, Inventergy issued additional Senior Secured Convertible Notes in an aggregate principal amount of $3 million (the "Inventergy New Notes"). On June 6, 2014, upon consummation of the Merger, the Inventergy New Notes were exchanged for Company New Notes (the "Company New Notes" and, together with the Company Registered Notes, the "Company Notes") and the obligations pursuant to such notes were assumed in full by the Company.

Terms of the Company Notes



The terms of the Company New Notes and the Company Registered Notes are substantially similar and described below, provided, however, the Company Registered Notes and the shares of Company common stock issuable upon conversion of such notes have been registered under the Securities Act of 1933, as amended.

4 General



Pursuant to the terms of the Company Notes, interest accrues on the unpaid principal amount at the rate of 4.0% per annum until the full amount of principal and interest shall be deposited into a control account, and thereafter at the rate of 2% per annum. In the event of the occurrence and during the continuance of an Event of Default (as defined below), the interest rate shall increase to 18%. The Company Notes mature and the outstanding principal, accrued and unpaid interest and late charges, if any, is payable on May 10, 2018 (the "Maturity Date"), as may be extended at the option of the holder of the Note under certain limited circumstances.

Events of Default



Pursuant to the Company Notes, an "Event of Default" means, among other things:

(i) the suspension from trading or failure of the common stock to be listed on an exchange for a period of two consecutive trading days or for more than an aggregate of ten trading days in any 365-day period;

(ii) the Company's (A) failure to cure a failure to deliver the required number of shares of common stock within five business days after the applicable conversion date or (B) notice, written or oral, to any holder of the Company Notes, of its intention not to comply with a request for conversion of any Company Notes into shares of common stock that is tendered in accordance with the provisions of the notes;

(iii) the Company's failure to reserve sufficient shares allocable to a holder . . .

Item 4.01 Changes in Registrant's Certifying Accountant

HORNE LLP has served as the independent registered public accounting firm for eOn. Upon consummation of the Merger, the Company dismissed HORNE LLP and has engaged Marcum LLP to serve as the Company's independent registered public accounting firm. The audit report of HORNE LLP on the consolidated financial statements of eOn and subsidiaries as of and for the years ended July 31, 2013 and 2012, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

The decision to change accountants was approved by the board of directors of the Company.

During the fiscal years ended July 31, 2012 and 2013, and the interim period through April 30, 2014, there were no: (1) disagreements with HORNE LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events.

During the fiscal years ended July 31, 2012 and 2013 and the subsequent interim period through April 30, 2014, Marcum LLP was not consulted as to the application of accounting principles, the type of audit opinion that might be rendered, or any matter that was the subject of a disagreement or a reportable event.

A letter from HORNE LLP is attached as Exhibit 16 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

The information regarding consummation of the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Information with respect to appointment of executive officers and directors following consummation of the Merger is set forth in Item 5.02 of this Current Report on Form 8-K, which information is incorporated herein by reference.

Immediately following the consummation of the Merger, the former Inventergy stockholders hold approximately 91% of the total combined voting power of all of the Company's outstanding voting stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On June 6, 2014, as a result of and immediately upon consummation of the Merger, Lee M. Bowling resigned from his position as Chief Financial Officer of eOn and Steven Swartz resigned from his position as Principal Executive Officer of eOn.

Pursuant to the terms of the Merger Agreement, at and after the Effective Time, the Company board of directors shall consist of six members. Six persons were nominated to stand for election at the special meeting of stockholders of the Company in accordance with the terms of the Merger Agreement, two of whom were current directors of eOn and one of whom was designated by the holders of a majority of the Inventergy Series A Preferred Stock to serve on behalf of the holders of the eOn Series A Preferred Stock after completion of the Merger. Each of such six directors were elected as directors at the Special Meeting of the Company Stockholders on June 3, 2014.

Immediately following the consummation of the Merger, the Company's executive officers and directors are as follows:

9 Name Age Position Joseph W. Beyers 61 Chairman of the Board and Chief Executive Officer Wayne Sobon 52 Senior Vice President, General Counsel and Secretary Jon Rortveit 55 Senior Vice President, Acquisition and IP Licensing Stephen B. Huang 41 Chief Financial Officer Francis P. Barton 67 Director (1) W. Frank King 74 Director (1) Marshall Phelps, Jr. 69 Director (1) Robert A. Gordon 63 Director (1) Robb Knie 45 Director (2)



(1) Independent director.

(2) Designee of the holders of a majority of the Series A Preferred Stock.

Joseph W. Beyers. Mr. Beyers has served as the Chairman of the Board and Chief Executive Officer of Inventergy since February 2013 (and of Inventergy LLC from January 2012 until it converted to Inventergy Inc. in February 2013). Since November 2011 Mr. Beyers has been the chairman of Silicon Turbine Systems, an alternative energy developer. He has also served as chairman of JWB IP Consulting, LLC since September 2009 and since August 2009 chairman of Ambature, LLC, an IP creation start-up companies in the green energy field. From September 2009 to November 2011, Mr. Beyers was the chairman and chief executive officer of Ambature LLC, a developer of technologies to improve the efficiency of electrical energy generation, distribution and usage. For the 34 years until August 2009 Mr. Beyers served in various positions at Hewlett-Packard Company. From January 2003 to August 2009, Mr. Beyers was vice president of intellectual property licensing at the Hewlett-Packard where he was responsible for patent licensing, technology licensing, brand licensing, standards based licensing and patent sales and acquisitions for the entity as well as a key driver of IP strategy. His initial position was as an engineer on operating system design and lead inventor of the world's first 32-bit computer chip. He then led mergers and acquisitions and technology partnership activities for Hewlett-Packard followed by a lead role in corporate strategy. Mr. Beyers was also previously the head of a number of the Hewlett Packard worldwide product businesses. Mr. Beyers holds both an M.S. in Electrical Engineering and a B.S. in Computer Engineering from the University of Illinois. He received the Distinguished Alumni Award from the University of Illinois in 2007.

Mr. Beyers will also serve on the Company's Board. Mr. Beyers will provide an insider's perspective in board discussions about the business and strategic direction of the Company. In addition, he has experience in all aspects of the Company's business, as well as decades of experience managing patents, technology, licensing and strategic planning, including 30 years of senior executive experience at Hewlett-Packard, advising its board and directing . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amended Certificate of Incorporation

On June 6, 2014, in connection with the consummation of the Merger, the Company filed an Amended and Restated Certificate of Incorporation. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Reference is made to the information in the section entitled "The Charter Amendment Proposals" beginning on page 83 of the definitive proxy statement/prospectus (the "Proxy Statement/Prospectus"), included in the Company's registration statement on Form S-4, as amended (the "Form S-4"), which Form S-4 was declared effective by the SEC on May 5, 2014, which description is incorporated herein by reference.

Certificate of Designation



In connection with the consummation of the Merger, the Company issued its Series A Preferred Stock (the "Company Series A Preferred Stock") in exchange for the Inventergy Series A Preferred Stock on a one for one basis. The Company is authorized to issue an aggregate of 6,176,748 shares of Company Series A Preferred Stock consisting of 5,000,000 shares of Series A-1 Convertible Preferred Stock, par value $0.001 (the "Series A-1 Stock") and 1,176,748 shares of Series A-2 Convertible Preferred Stock, par value $0.001 ("Series A-2 Stock" and collectively with the Series A-1 Stock, the "Series A Preferred Stock"). The rights conferred on the Company Series A Preferred Stock are as follows:

Ranking; Dividends. The shares of Company Series A Preferred Stock rank pari passu with each other and with the shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Company Series B Preferred Stock"), with the right to receive dividends and distributions on an as-converted basis with the common stock. No dividend or other distribution may be declared and paid on the shares of common stock or other capital stock unless the Company Series A Preferred Stock receives a pro-rata share of such dividend or distribution on an as-converted basis (unless such dividend or distribution would result in a holder of Company Series A Preferred Stock beneficially owning in excess of 4.99% of the common stock in which case the portion of such dividend or distribution shall be held in abeyance for such holder until such time or times as its right thereto would not result in such holder exceeding 4.99% of the common stock).

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Conversion. The Company Series A Preferred Stock may be converted at the holder's option for at a conversion price equal to $0.007073 with respect to the Series A-1 Preferred Stock or $1.202065 with respect to the Series A-2 Preferred Stock, as applicable (as adjusted for any stock dividend, stock split, reverse stock split, stock combination, reclassification or similar transaction after the Subscription Date), subject to adjustment as provided for in the certificate of designation which is an exhibit to the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on June 6, 2014, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Liquidation Preference. Upon the occurrence of the closing of an underwritten offering of at least $20 million at a price of not less than $1.61 and redemption in full of the Company Notes (or cash deposit into a cash control amount equal to the amount of the outstanding Company Notes plus interest) subject to certain conditions (a "Special Event"), the provisions relating to liquidation preference, redemption right upon the occurrence of a fundamental transaction, the enumerated protective provisions requiring prior consent of the Company Series A Preferred Stock and actions requiring the vote of the Series A Director (as described below) shall automatically terminate and be of no further force and effect.

Holders of the Company Series A Preferred Stock are entitled to a liquidation . . .

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Effective June 6, 2014, the Company adopted amendments to its Code of Business Conduct and Ethics (the "Code") to: (1) address the business of the Company following the consummation of the Merger; (2) make the Code applicable to all employees, officers and directors; (3) delete reference to training sessions and revise the titles of persons from whom approvals or reporting are made; (4) provide a mechanism for raising issues with the Chairman of the Audit Committee; (5) provide for an anonymous hotline for reporting known or suspected violations of the Code to the Company, including the General Counsel and the Chairman of the Audit Committee, as appropriate; and (6) specify within the Code the consequences for non-compliance with the Code. A copy of the amended Code is filed as Exhibit 14 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events Patent Purchase Agreement



On June 9, 2014, the Company issued a press release announcing that the Company, through its wholly-owned subsidiary, Inventergy, and effective upon consummation of the Merger, expanded its mobile telecommunications portfolio with the acquisition of certain patents from Nokia Corporation. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Pursuant to a patent purchase agreement (the "PPA"), dated May 23, 2014, by and between Nokia Corporation ("Nokia") and Inventergy, Inventergy has been assigned a patent portfolio that includes 16 patent families comprised of 77 patents and patent applications pertaining to IP Multimedia Subsystems. In consideration for the assignment, the Company will make future cash payments as described in the PPA. As a result of the PPA, the Company has a fully paid up and royalty free, non-exclusive, non-transferable, and irrevocable right and license for the life of the assigned patents to (i) practice all methods, and (ii) make, have made, use, sell, offer to sell, import, and dispose of any and all products and/or services that are (a) substantially designed by Nokia or an affiliate of Nokia; and/or (b) specified by Nokia or an affiliate of Nokia; and/or (c) branded (or co-branded) with at least one trademark or other brand item owned or controlled, either through registration or other means, by Nokia and/or an affiliate of Nokia (including without limitation component parts to such products and services but for clarity, only such component parts that are supplied to such products and/or services, and not component parts that are provided to other products or services).

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements Of Business Acquired.

The consolidated financial statements of eOn as of and for the years ended July 31, 2012 and 2013 and as of and for the six months ended January 31, 2013 and 2014 and the notes relating thereto are incorporated herein by reference from the Proxy Statement/Prospectus.

The financial statements of Inventergy as of and for the year ended December 31, 2013 and as of and for the period beginning January 12, 2012 (date of inception) through December 31, 2013 and the notes relating thereto are incorporated herein by reference from the Proxy Statement/Prospectus.

The unaudited financial statements of Inventergy as of and for the period ended March 31, 2014 will be filed by an amendment within 41 days of this Current Report.

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(b) Pro Forma Financial Information.

The pro forma financial information contained in the section entitled "Unaudited Pro Forma Condensed Combined Financial Data" beginning on page 87 of the Proxy Statement/Prospectus, is hereby incorporated by reference.

The pro forma financial statements giving effect to the Merger will be filed within 41 days by an amendment to this Current Report.

(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Inventergy Global, Inc. (the "Company") as filed with the Secretary of State of Delaware on June 6, 2014 3.2 Amended and Restated Bylaws of the Company 4.1 Form of Amended and Restated Senior Secured Convertible Note of the Company (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 as amended filed by eOn Communications Corporation on April 10, 2014) 4.2 Form of New Senior Secured Convertible Note of the Company (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 as amended filed by eOn Communications Corporation on April 10, 2014) 4.3 Guaranty, dated June 6, 2014, by and among Inventergy, Inc., eOn Communications Systems, Inc. and each Buyer referenced therein. 10.1 Form of Indemnity Agreement between the Company and certain members of its management 10.2 Form of Pre-Existing Lock-up Agreement and Form of Letter Agreement addendum (1) 10.3 Form of New Lock-up Agreement by and among the Company 10.4 Securities Purchase Agreement, dated March 24, 2014, by and among Inventergy, Inc. and the investors listed therein 10.5 Cash Collateral Agreement, dated March 26, 2014, by and between Hudson Bay IP Opportunities Master Fund, LP, as Collateral Agent, and Inventergy, Inc. 10.6 Pledge and Security Agreement, between Inventergy, Inc. and the Grantors identified therein, dated May 10, 2013 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 as amended filed by eOn Communications Corporation on April 10, 2014). 10.7 Supplement to Security Agreement between Inventergy, Inc, Hudson Bay IP Opportunities Master Fund, LP, as Collateral Agent, and each of the Grantors identified therein (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 as amended filed by eOn Communications Corporation on April 10, 2014). 10.8 Deposit and Control Account Agreement, dated March 26, 2014, by and among Hudson Bay IP Opportunities Master Fund, LP, as Collateral Agent, First Republic Bank and Inventergy, Inc. (1) 14 Code of Business Conduct and Ethics 16 Letter from HORNE LLP 99.1 Press Release dated June 6, 2014, regarding closing of Merger 99.2 Press Release dated June 9, 2014, regarding Acquisition of Nokia Patents 99.3 Press Release dated June 9, 2014, regarding Shareholder Sales Restriction Agreements 99.4 Press Release dated June 11, 2014, regarding Appointment of Stephen B. Huang



(1) To be filed by amendment.

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