VODAVI TECHNOLOGY INC

election_required = True...to purchase all shares tendered by any Odd Lot Holder (as defined below) that - tenders all shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all shares owned by the Odd Lot Holder will not qualify for this preference); and - completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. * Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, all of the shares that you tender in...

expiry = 2003-06-09...PURCHASE FOR CASH 1,000,000 SHARES OF COMMON STOCK AT $2.40 PER SHARE -------------------------------------------------------------------------------- OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., DENVER TIME, ON MONDAY, JUNE 9, 2003, UNLESS OUR OFFER IS EXTENDED. WE MAY EXTEND OUR OFFER PERIOD AT ANY TIME. -------------------------------------------------------------------------------- VODAVI TECHNOLOGY, INC. IS * offering to purchase up to 1,000,000 shares of its com...

listed = True...if the number of shares tendered is more than 1,000,000, we have the right first to purchase shares held by persons that own less than 100 shares and then purchase shares on a pro rata basis from all other stockholders who tendered shares. OUR COMMON STOCK * is quoted on the NASDAQ SmallCap Market under the symbol "VTEK," and * had a closing price of $1.71 per share on April 28, 2003, the last full trading day before we announced our offer and had a closing price of $2.23 on May 6, 2003. You are urged to obtain current market quotations for the shares. OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OFFER, HOWEV...

must_tender_all = True...sible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 1,000,000 shares. In selecting these conditional tenders, we will select by random lot and will select only from stockholders that tendered all of their shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of shares to be purchased. All shares tendered by a stockholder subject to a conditional tender pursuant to the letter of transmittal or notice of guaranteed delivery regarded as withdrawn as a result of proration and not eventually p...

price = USD 2.4...--------------------------- VODAVI TECHNOLOGY, INC. IS * offering to purchase up to 1,000,000 shares of its common stock in a tender offer, and * offering to purchase these shares at a price of $2.40 per share in cash, without interest. IF YOU WANT TO TENDER YOUR SHARES INTO OUR OFFER, YOU SHOULD * specify the number of shares you want to tender, and * follow the instructions in this document and the related documents, including the...

threshold = 100...hares, as described below. As a result, all of the shares that you tender in our offer may not be purchased. This will occur if we receive more than 1,000,000 properly tendered shares. ODD LOTS. The term "Odd Lots" means all shares tendered by any person (an "Odd Lot Holder") that owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots may be accepted for payment before any pro...

txn_type = TENDER_OFFEREX-99.A1A 3 ex-a1a.txt OFFER TO PURCHASE DATED 5/9/2003 EXHIBIT (a)(1)(A) VODAVI TECHNOLOGY, INC. OFFER TO PURCHASE FOR CASH 1,000,000 SHARES OF COMMON STOCK AT $2.40 PER SHARE -------------------------------------------------------------------------------- OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., DENVER TIME, ON MONDAY, JUNE 9, 2003, UNLESS OU...