UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 24, 2006
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AVOCENT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 430-4000
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n/a
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On August 24, 2006, Avocent Corporation, in a publicly disseminated
press release, announced that it commenced its acquisition tender offer to all
shareholders of LANDesk Group Ltd., following the ruling by the California
Department of Corporations that Avocent's acquisition offer is fair to LANDesk
shareholders. Avocent also announced that, based on the level of previously
committed support from the principal LANDesk shareholders, Avocent expects to
complete its initial closing of the acquisition of LANDesk shares on August 31,
2006. The information contained in the press release is incorporated herein by
reference and furnished as Exhibit 99.23 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
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99.23 Press release issued August 24, 2006
SIGNATURES
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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.
AVOCENT CORPORATION
Date: August 25, 2006
By: /s/ Edward H. Blankenship
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Edward H. Blankenship
Senior Vice President of Finance and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
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99.23 Press release issued August 24, 2006