SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2012
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number, including area code: (908) 953-6000
(Former Name or Former Address, if Changed Since Last Report)
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:
On December 14, 2012, David J. Roux, Co-Founder and Senior Director of Silver Lake, resigned as a Director of Avaya Inc. (the Company), effective as of that date. Mr. Rouxs resignation was not due to any disagreement with the Company.
In order to fill the vacancy on the Board caused by Mr. Rouxs resignation, effective December 14, 2012, the Companys Board of Directors appointed John Chen as a Director, also effective as of that date. Mr. Chen currently serves as a Special Advisor to Silver Lake.
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 shareholders (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. Along those lines, Mr. Roux has resigned from Parents board of directors and Mr. Chen has been appointed to fill that vacancy as well.
From time to time, the Company may enter into various contracts with the Sponsors and companies affiliated with the Sponsors. A description of the Companys relationship with the Sponsors and their portfolio companies is included in Part III, Item 13, Certain Relationships and Related Transactions and Director Independence, of our annual report on Form 10-K for the fiscal year ended September 30, 2012, and is incorporated herein by reference.
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.