Walking corpse? Comdial going through the motions

While companies have come and gone and the telecommunications industry has tanked, the 2001 relocation of Comdial Corporation's headquarters to Sarasota, Florida, hit Charlottesville especially hard.

At nearly 450 employees just before the exodus, the company was one of the city's top 10 employers. Once located in a massive 500,000 square-foot facility on Route 29, Comdial survives in Charlottesville today with only 35 employees, mostly in technical support and engineering.

The former corporate player has not fared so well since its move to Florida's sunny coast. The company recently announced another slap in the face: its stock was de-listed.

The company had issued bridge notes temporary loans– without first seeking shareholder approval, and that's a serious Nasdaq Marketplace faux pas.

 The $2.25 million bridge loans from ComVest Venture Partners LP and Nick Branica, the CEO of the company, would seriously dilute the shareholders' already pummeled Comdial stock because the notes could be converted into nearly 28 million shares of stock dwarfing the 9.5 million outstanding shares of Comdial.

The Nasdaq report also found that Comdial was not in compliance with the Nasdaq marketplace rules that require companies to maintain an audit committee comprised of at least three independent directors.

The July 30 delistment announcement has expedited steadily falling stock prices. At the time of the announcement, a share of Comdial was $.24.

Part of Comdial's delistment strategy was to announce it would trade on the far less prestigious OTC Bulletin Board. However, Nasdaq says Comdial is not eligible for immediate listing on the OTC­BB, so it can only be traded on the even-less-prestigious "pink sheets." Its share price on August 27: a scrawny five cents a share.

Four years ago, the stock was trading for nearly $11 a share. A $5,000 investment made then would now be worth all of $23about the same for a one-year subscription to Martha Stewart Living.

Back in 1984, Comdial employed about 2,400 people in Central Virginia. But as the greener pastures of Comdial's dreams fail to materialize, one local financial analyst who prefers to remain anonymous calls it the corporate manifestation of the '80s movie classic, Weekend at Bernie's. The locale is the samethe beach– and isn't Comdial, like Bernie, essentially dead– yet going through all the motions of being a corporation?