CORTELCO SYSTEMS INC S-1

S-1

FORM S-1

EX-3.1

AMEND AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

CERTIFICATE OF INCORPORATION EFFECTIVE AT CLOSING

EX-3.3

BYLAWS OF CORTELCO AS CURRENTLY IN EFFECT

EX-3.4

AMENDED AND RESTATED BYLAWS OF CORTELCO

EX-4.2

INVESTOR RIGHTS AGREEMENT BETWEEN CORTELCO

EX-4.3

REGISTRATION RIGHTS AGREEMENT

EX-10.1

LOAN AND SECURITY AGREEMENT BETWEEN CORTELCO

EX-10.2

CONVERTIBLE SUBORDINATED NOTE ISSUED BY CORTELCO

EX-10.3

PROMISSORY NOTE ISSUED BY CORTELCO SYSTEMS

EX-10.4

PROMISSORY NOTE ISSUED BY J.MICHAEL O'DELL

EX-10.5

ASSUMPTION AGREEMENT BETWEEN CORTELCO

EX-10.6

PROMISSORY NOTE ISSUED BY CORTEL SYSTEMS

EX-10.7

FORM OF INDEMNITY AGREEMENT TO BE ENTERED

EX-10.8

MANUFACTURING AGREEMENT BETWEEN CORTELCO

EX-10.9

LEASE AGREEMENT BETWEEN CORTELCO AND WILLOW

EX-10.10

INDUSTRIAL LEASE AGREEMENT BETWEEN BCS

EX-10.11

LEASE AGREEMENT BETWEEN CORTELCO SYSTEMS

EX-10.12

EMPLOYMENT AGREEMENT, DATED AS OF APRIL 12, 1999

EX-10.13

CORTELCO'S 1999 EQUITY INCENTIVE PLAN

EX-10.14

CORTELCO'S 1999 EMPLOYEE STOCK PURCHASE PLAN

EX-11.1

COMPUTATION ON NET LOSS PER SHARE

EX-23.1

CONSENT OF DELOITTE & TOUCHE LLP

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS

EX-23.3

INDEPENDENT ACCOUNTANTS REPORT

EX-23.4

CONSENT OF BROCK AND COMPANY, CPA'S, P.C.

EX-27.1

FINANCIAL DATA SCHEDULE