SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 2001       Commission File Number 0-26912


                             VODAVI TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                           86-0789350
   (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                           Identification No.)


  4717 East Hilton Avenue, Suite 400
           Phoenix, Arizona                                      85034-6402
(Address of principal executive offices)                         (Zip Code)


                                 (480) 443-6000
               Registrant's telephone number, including area code


           Securities registered pursuant to Section 12(b) of the Act:
                                      None


           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 par value


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As  of  March  22,  2002,  there  were  outstanding   4,349,788  shares  of  the
registrant's  common stock,  $.001 par value,  which excludes  318,700  treasury
shares.  The aggregate market value of common stock held by nonaffiliates of the
registrant  (3,046,035 shares) based on the closing price of the common stock as
reported on the Nasdaq SmallCap  Market on March 22, 2002, was  $4,721,354.  For
purposes of this computation, all officers, directors, and 10% beneficial owners
of the registrant are deemed to be affiliates.  Such determination should not be
deemed an admission that such officers, directors, or 10% beneficial owners are,
in fact, affiliates of the registrant.

Documents incorporated by reference: None
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information  regarding our directors
and executive officers:

            NAME                 AGE           POSITION
            ----                 ---           --------

William J. Hinz (1)...........    56    Chairman of the Board
Gregory K. Roeper.............    41    President, Chief Executive Officer, and
                                          Director
David A. Husband..............    33    Vice President-Finance, Chief Financial
                                          Officer, Secretary, and Treasurer
Stephen L. Borcich............    55    Vice President - Sales and Marketing
Kent R. Burgess...............    55    Vice President - Product Development
Steven R. Francis.............    50    Vice President - Direct Sales
Jack A. Henry (2).............    58    Director
Kyeong-Woo Lee................    49    Director
Stephen A McConnell (1)(2)....    49    Director
Emmett E. Mitchell (1)(2).....    46    Director
Frederick M. Pakis............    48    Director

----------
(1)  Member of the Compensation Committee
(2)  Member of the Audit Committee

     WILLIAM J. HINZ has served as Chairman  of the Board of our  company  since
October 1997 and as a director of our company  since April 1997.  Since  October
1999, Mr. Hinz has served as Group President for the Triumph  Components  Group,
which is a group of seven  divisional  companies  within Triumph Group,  Inc., a
publicly  held  company.  Mr.  Hinz  served as  President  of  Stolper-Fabralloy
Company,  a  precision  aerospace  engine  component   manufacturer  that  is  a
subsidiary of Triumph Group, Inc., from September 1997 until October 1999 and as
Executive  Vice  President of  Operations of  Stolper-Fabralloy  from March 1996
until  September  1997.  Mr. Hinz served as Vice  President of Global Repair and
Overhaul  Operations  for  AlliedSignal  Aerospace  Company from June 1994 until
March 1996.  During this period,  Mr. Hinz also was  responsible  for  aerospace
aftermarket merger and acquisition activity.

     GREGORY K. ROEPER has served as  President  of our company  since  December
1998 and as Chief Executive Officer and a director of our company since December
1999.  Mr.  Roeper  served as our Chief  Operating  Officer from June 1998 until
December 1999. Between November 1994 and June 1998, Mr. Roeper held a variety of
other executive  positions with our company,  including Chief Financial Officer;
Executive Vice President - Finance, Administration,  and Operations;  Secretary;
and  Treasurer.  From 1982 until  1994,  Mr.  Roeper was  employed  with  Arthur
Andersen LLP.

     DAVID  A.  HUSBAND  has  served  as our Vice  President  -  Finance,  Chief
Financial Officer,  Secretary,  and Treasurer since March 2001. Prior to joining
our company,  Mr. Husband served in various  capacities with Action  Performance
Companies,   Inc.,  a  publicly   held  company   engaged  in  the   motorsports
merchandising  business,  from May 1998 until  December  2000,  most recently as
Executive Vice President and Chief Operating  Officer.  Mr. Husband was employed
as an accountant with Arthur  Andersen LLP from July 1992 to May 1998,  where he
was primarily  engaged in auditing  publicly held  companies.  Mr.  Husband is a
Certified Public Accountant in the state of Arizona.

     STEPHEN L. BORCICH has served as our Vice  President - Sales and  Marketing
since  April  1999.  Mr.  Borcich  served  as Vice  President  - Sales for Voice
Technologies  Group,  a  manufacturer  and  distributor  of digital  integration
technology  from August 1998 until March  1999.  From  February  1997 until July
1998, Mr. Borcich served as Vice President - Sales and Marketing of Q.SyS, Inc.,
a manufacturer of computer  telephony  applications.  Mr. Borcich also served as
Vice  President  - Sales  of  Microlog  Corporation  from  December  1990  until
September 1995.

     KENT R.  BURGESS  has served as our Vice  President  - Product  Development
since April 2000. Mr. Burgess was a member of the senior  management team, which
launched the predecessor to our company in 1983. During this period, Mr. Burgess
served as our Executive  Vice  President  from March 1984 until  February  1986,
Senior Vice President - Business Operations from September 1987 until July 1996,

                                       1
<PAGE>
and  President of Vodavi - CT from July 1996 until  October  1997.  From October
1997 until April 2000, Mr.  Burgess served as President of the Network  Services
Group,  World  Access,  Inc.,  where  he was  responsible  for the  procurement,
distribution,  installation,  and repair of Nortel and Lucent network  switching
systems.

     STEVEN R.  FRANCIS has served as our Vice  President  - Direct  Sales since
March 2002,  when we acquired  DataSpeak  Systems,  Inc. Mr.  Francis  served as
co-founder  and  president  of  DataSpeak   Systems,   Inc.,  an   Arizona-based
interconnect company from January 1998 until March 2002. Prior to that time, Mr.
Francis served as the Vice President of Sales and Marketing of Enhanced Systems,
Inc. from October 1996 until December 1997. Mr. Francis previously has served in
the  communications  industry in various  positions  including various sales and
management positions at GTE, Stromberg-Carlson, and Executone.

     JACK A. HENRY has served as a director of our company since  November 2001.
Mr. Henry began his career in 1966 with the international  professional services
firm of  Arthur  Andersen  LLP and held  positions  in the  Detroit,  San  Jose,
Seattle,  and Phoenix offices. In 2000, Mr. Henry retired as Managing Partner of
the Phoenix office and formed Sierra Blance  Ventures,  LLC, a private  advisory
and  investment  firm. Mr. Henry  currently  serves on the board of directors of
Simula, Inc., Harris Trust Bank of Arizona, and SOS Staffing Services,  Inc. Mr.
Henry  has also  served in a  variety  of  community  positions  including  most
recently as chairman of the Arizona  Chamber of Commerce from 1999 to 2000,  and
chairman of Greater Phoenix Leadership from 2000 to 2001. Mr. Henry attended the
U.S. Naval Academy and holds a BBA and MBA from the University of Michigan.

     KYEONG-WOO  LEE has served as a director of our company since January 2002.
Mr.  Lee has served in  various  capacities  for LG  Electronics,  Inc.  and its
affiliates  since  1977,  and  since  1999 has  served as Vice  President  of LG
InfoComm  U.S.A.  From 1996 to 1998, Mr. Lee served as a director of LG InfoComm
U.S.A. From 1991 to 1996, Mr. Lee served as the Head of System Development Group
at switching R&D Center for LG Electronics.

     STEPHEN A MCCONNELL  has served as a director of our company  since January
1996. Mr. McConnell  currently  serves as the President of Solano  Ventures,  an
investment  fund devoted to small- to mid-sized  companies.  Mr.  McConnell also
currently  serves as Chairman of G-L  Industries,  LLC, a  manufacturer  of wood
glue-lam  beams  used in the  construction  industry.  Mr.  McConnell  served as
Chairman of the Board of Mallco Lumber & Building  Materials from September 1991
to June 1997.  Mr.  McConnell  currently  serves as a director of Capital  Title
Group, Inc., Mobile Mini, Inc., and Miracor Diagnostics,  Inc., all of which are
publicly held companies.

     EMMETT E. MITCHELL has served as a director of our company  since  February
1999. Mr.  Mitchell has been employed with MS Howell & Co., a NASD broker dealer
and  investment  banking firm, as the Executive  Vice  President  since December
2000.  Mr.  Mitchell  has also  served as the Chief  Financial  Officer of InFix
Group,  Inc., a privately held software  company since  December 2001.  Prior to
this, Mr. Mitchell was employed with Paradise  Valley  Securities,  Inc.,  since
October 1991, most recently as the Chairman and Chief Executive Officer.

     FREDERICK M. PAKIS has served as a director of our company  since  November
2001.  Mr. Pakis was a co-founder of JDA Software,  Inc. in 1985 where he served
as  Co-Chairman  of the Board,  President,  and Co-Chief  Executive  Officer for
various  periods of time  through  1999.  Since that time,  Mr. Pakis formed and
serves as Managing  Director of  Clarendon  Capital  Management,  LLC, a private
advisory and investment firm. Mr. Pakis previously served as a Retail Consulting
Manager  with Touche Ross & Co. from 1981 to 1985,  and as Director of Corporate
Planning for the Sherwin Williams  Company,  a home improvement  specialty store
company  from  1976 to 1981.  Mr.  Pakis  serves on the  Board of  Directors  of
Advanced Food Systems,  Inc., a privately held software  company focusing on the
food  manufacturing  and  distribution  industry.  Mr.  Pakis also serves on the
boards of several not-for-profit entities, including Phoenix Children's Hospital
and Phoenix Country Day School.  Mr. Pakis attended the U.S. Military Academy at
West Point,  received a Bachelor of Science  degree in Operations  Research from
Case Western Reserve University , and a Master of Business Administration degree
from the London School of Business, where he studies as a Sloan Fellow.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Exchange Act requires our  directors,  officers,  and
persons who own more than 10% of a registered class of our equity  securities to
file  reports of  ownership  and changes in  ownership  with the SEC.  Officers,
directors,  and greater than 10% stockholders are required by SEC regulations to
furnish us with copies of all Section  16(a) forms they file.  Based solely upon
our review of the copies of such forms we received  during the fiscal year ended

                                       2
<PAGE>
December  31,  2001,  and written  representations  that no other  reports  were
required,  we believe that each person who, at any time during such fiscal year,
was a  director,  officer,  or  beneficial  owner of more than 10% of our common
stock  complied  with all Section 16(a) filing  requirements  during such fiscal
year,  except  that  Mr.  Roeper  filed  a late  Form 4  covering  one  purchase
transaction,  and  each  of  Messrs.  Husband,  Niknam  (our  Vice  President  -
Engineering,  Manufacturing,  and Technical Support),  and Do-Hyun Kim (a former
director)  filed a late Form 3 covering  their initial  statements of beneficial
ownership.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION

     The  following  table sets forth  certain  information  with respect to the
compensation  we paid to our Chief  Executive  Officer  and our other  executive
officers who received  cash  compensation  in excess of $100,000  during  fiscal
2001.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                        LONG TERM
                                                                       COMPENSATION
                                                                          AWARDS
                                                                       -------------
                                           ANNUAL COMPENSATION          SECURITIES
                                      ------------------------------    UNDERLYING       ALL OTHER
  NAME AND PRINCIPAL POSITION(1)      YEAR    SALARY($)    BONUS ($)   OPTIONS(#)(2)   COMPENSATION($)
  ------------------------------      ----    ---------    ---------   -------------   ---------------
<S>                                   <C>      <C>          <C>           <C>             <C>
Gregory K. Roeper..................   2001     $155,000     $15,000       35,000          $ 8,451(4)
  President and Chief Executive       2000      148,500          --           --            6,579
  Officer(3)                          1999      148,500      25,000      100,000            4,345

Stephen L. Borcich.................   2001     $125,000     $    --           --          $   750(6)
  Vice President - Sales and          2000      134,612(5)   10,000           --              750
  Marketing                           1999      111,480(5)       --       45,000           10,750

Kent R. Burgess....................   2001      125,000     $    --           --          $     --
  Vice President - Product            2000     $ 91,350          --       10,000                --
  Development
</TABLE>

----------
(1)  We consider Messrs. Roeper,  Husband,  Borcich,  Burgess, and Francis to be
     our executive officers. David A. Husband became our Chief Financial Officer
     during March 2001,  and the cash  compensation  paid to Mr. Husband did not
     exceed $100,000 during fiscal 2001. Mr. Francis became our Vice President -
     Direct Sales during  April 2002,  and he did not receive cash  compensation
     from us during fiscal 2001. Mr. Burgess became our Vice President - Product
     Development in April 2000.
(2)  The  exercise  price of all stock  options  granted  were equal to the fair
     market value of our common stock on the date of grant.
(3)  Mr. Roeper became our President in December 1998 and became Chief Executive
     Officer in December  1999.  Mr.  Roeper  served as a Vice  President of our
     company from November 1994 until December 1998.
(4)  Represents premium payment of $2,234 for a long-term  disability  insurance
     policy and $5,467 for a term life  insurance  policy  paid by our  company.
     Also  includes a 401(k) plan  matching  contribution  in the amount of $750
     accrued by our company during fiscal 2001, which will be paid during fiscal
     2002.
(5)  Includes sales commissions paid during fiscal 1999 and 2000.
(6)  Represents  a 401(k)  plan  matching  contribution  in the  amount  of $750
     accrued by our company during fiscal 2001, which will be paid during fiscal
     2002.

                                        3
<PAGE>
OPTION GRANTS

     The following  table sets forth certain  information  with respect to stock
options granted to the officers listed during the fiscal year ended December 31,
2001.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                             INDIVIDUAL GRANTS                   POTENTIAL REALIZABLE
                              -------------------------------------------------    VALUE AT ASSUMED
                                            PERCENTAGE                               ANNUAL RATES
                              NUMBER OF      OF TOTAL                               OF STOCK PRICE
                              SECURITIES     OPTIONS                               APPRECIATION FOR
                              UNDERLYING    GRANTED TO                               OPTION TERM(1)
                               OPTIONS     EMPLOYEES IN   EXERCISE   EXPIRATION   -------------------
NAME                          GRANTED(#)    FISCAL YEAR     PRICE       DATE        5%          10%
----                          ----------    -----------   --------   ----------   -------     -------
<S>                             <C>            <C>         <C>        <C>         <C>         <C>
Gregory K. Roeper..........     35,000          19%         $0.99     10/15/11    $21,791     $55,223
Stephen L. Borcich.........       --            --            --         --          --          --
Kent R. Burgess............       --            --            --         --          --          --
</TABLE>

----------
(1)  Potential gains are net of the exercise price,  but before taxes associated
     with the  exercise.  Amounts  represent  hypothetical  gains  that could be
     achieved for the  respective  options if exercised at the end of the option
     term. The assumed 5% and 10% rates of stock price appreciation are provided
     in  accordance  with  SEC  rules  and  do not  represent  our  estimate  or
     projection of the future price of our common stock.  Actual gains,  if any,
     on stock option  exercises will depend upon the future market prices of our
     common stock.

OPTION HOLDINGS AND VALUES

     The  following  table  provides  information  on the  value of  unexercised
options held by the officers  listed as of December 31, 2001. None of the listed
officers exercised any options during 2001.

                      OPTION VALUES AS OF DECEMBER 31, 2001

<TABLE>
<CAPTION>
                              NUMBER OF SECURITIES           VALUE OF UNEXERCISED
                             UNDERLYING UNEXERCISED          IN-THE-MONEY OPTIONS
                          OPTIONS AT FISCAL YEAR-END(#)    AT FISCAL YEAR-END($)(1)
                          -----------------------------   ---------------------------
          NAME             EXERCISABLE   UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
          ----             -----------   -------------    -----------   -------------
<S>                          <C>             <C>            <C>            <C>
Gregory K. Roeper........    137,500         85,000         $     --       $ 10,850
Stephen L. Borcich.......     33,750         11,250         $     --       $     --
Kent R. Burgess..........      2,500          7,500         $     --       $     --
</TABLE>

----------
(1)  Calculated  based upon the closing price of our common stock as reported on
     the Nasdaq  SmallCap  market on December  31, 2001 of $1.30 per share.  The
     exercise price of certain of the options held by our executive  officers on
     December 31, 2001 were greater than $1.30 per share.

EMPLOYMENT AGREEMENTS

     Effective  October 1, 1999,  we entered into an employment  agreement  with
William J. Hinz.  The agreement had an initial term through  September 30, 2001,
and   automatically   renewed   through   September  30,  2002.   The  agreement
automatically   renews  for  successive   one-year  terms  unless  either  party
terminates  by giving  the other  party at least 30 days'  written  notice.  The
agreement  provides  for Mr.  Hinz to serve as our  Chairman of the Board and to
receive a base salary of $75,000 per annum.

     Effective October 1, 1999, we entered into an employment agreement with Mr.
Roeper.  The agreement had an initial term that expired  September 30, 2001, and
we renewed and  amended  the  agreement  effective  October 1, 2001,  for a term
expiring  on  September  30,  2002.  The  agreement   automatically  renews  for
successive  one-year  terms unless  either party  terminates by giving the other
party at least 30 days' written notice.  The employment  agreement  provides for

                                       4
<PAGE>
Mr. Roeper to serve as our President and Chief Executive Officer. The employment
agreement provides for Mr. Roeper to receive a base salary of $155,000 per annum
through  December 31, 2001, and a base salary of $165,000 per annum from January
1, 2002 through September 30, 2002.

     In the event of a "change of  control"  of our  company,  as defined in the
employment agreements,  Mr. Roeper will receive a minimum bonus of $100,000, and
Mr. Hinz will receive a minimum bonus of $50,000. In addition,  any options that
were  granted to Messrs.  Roeper or Hinz that remain  unvested as of the date of
the change of control will become fully vested and  exercisable on the effective
date of the change of control. If the executive's  employment is terminated as a
result of a change of control,  we will be  required  to pay  Messrs.  Roeper or
Hinz,  within ten days of the date of  termination,  the greater of (a) his base
salary and benefits for the remaining term of the employment  agreement,  or (b)
his annual base salary.

     Effective  March 1, 2002, in connection  with our  acquisition of DataSpeak
Systems,  Inc., we entered into an employment  agreement with Mr.  Francis.  The
agreement has an initial term through  February 2004.  The employment  agreement
provides  for Mr.  Francis to serve as  President of Vodavi  Direct,  Inc.,  our
wholly owned  subsidiary,  for a base salary of $125,000 per annum.  Pursuant to
the agreement,  we granted to Mr. Francis  ten-year  options to purchase  50,000
shares of our common  stock at an exercise  price per share equal to $1.35,  and
25% of the options  will vest and become  exercisable  on each of the first four
anniversaries of the date of grant. In the event of a "change of control" of our
company,  as defined in the  agreement,  any  options  that were  granted to Mr.
Francis that remain unvested as of the date of the change of control will become
fully vested and exercisable on the effective date of the change of control.  If
Mr.  Francis'  employment is  terminated as a result of a change of control,  we
will be  required  to pay Mr.  Francis  his base  salary  and  benefits  for the
remaining term of the agreement.

     Each employment  agreement provides that each executive will be eligible to
receive  discretionary  bonuses in amounts determined by our Board of Directors.
In addition, the employment agreements generally require us to

     *    reimburse  each  executive  for all travel,  entertainment,  and other
          ordinary  and  necessary  expenses  incurred  in  connection  with our
          business   and  their  duties   under  their   respective   employment
          agreements; and

     *    provide such other fringe benefits that we make generally available to
          all of our employees on a non-discriminatory basis.

     Each employment  agreement  provides for the executive to receive his fixed
compensation  to  the  date  of  termination  of his  employment  by  reason  of
resignation,  death, or as a result of termination of employment "for cause," as
defined the  agreement.  If we terminate  the  executive's  employment or if his
employment is  terminated by reason of  disability,  each  employment  agreement
provides  for  the  payment  of  fixed  compensation  to the  executive  for the
remaining term of the employment  agreement.  In the case of Messrs.  Roeper and
Hinz,  we will pay a lump sum  within  ten days of the date of  termination.  In
addition,  each  executive's  vested options as of the date of termination  will
remain outstanding  through the 90-day period following the then-current term of
the  agreement.  All  unvested  options  as of the date of  termination  will be
cancelled.

     The  employment  agreements  also contain  provisions  that  prohibit  each
executive from

     *    competing  with us for a period of 12 months after the  termination of
          their respective employment with our company,

     *    taking certain actions  intended to solicit other persons to terminate
          their  business  relationship  with  us or to  terminate  his  or  her
          employment relationship with us, and

     *    making  unauthorized use or disclosure of our trade names,  fictitious
          names, or confidential information.

     We maintain  agreements  with each of our other officers and employees that
prohibit such persons from disclosing  confidential  information  obtained while
employed by us. We offer our employees medical,  life, and disability  insurance
benefits.  Our executive officers and other key personnel  (including  directors
who also are  employees of our company)  are eligible to receive  stock  options
under our stock option plan.

                                       5
<PAGE>
DIRECTOR COMPENSATION AND OTHER INFORMATION

     Employees of our company do not receive compensation for serving as members
of our Board of Directors. Each independent director receives an annual retainer
fee of  $10,000  payable  in four  equal  installments  on the first day of each
quarter.  Each  independent  director  also receives a $500 fee for each meeting
attended by telephone or in person and  reimbursement  for  reasonable  expenses
incurred in attending  meetings of our Board of Directors,  except that Mr. Hinz
receives no cash  compensation for meetings  attended.  Committee  members other
than Mr. Hinz receive a $500 fee for  attendance at committee  meetings that are
held on days  other  than days on which a Board of  Directors'  meeting is held.
Non-employees  who serve as  directors  of our company  also  receive  automatic
grants of stock options under our Amended and Restated 1994 Stock Option Plan.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Performance  evaluation and  compensation  decisions  relating to 2001 were
made by the Compensation Committee of our Board of Directors, which consisted of
Messrs. Mitchell, Hinz, and McConnell.  Except for our employment agreement with
Mr. Hinz, none of such persons had any contractual or other  relationships  with
us  during   fiscal  2001  except  as   directors.   See  Item  11,   "Executive
Compensation--Employment Agreements."

                                       6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership  of our  common  stock  as of March  22,  2002 by (i) each
director;  (ii) the  executive  officers  set forth in the Summary  Compensation
Table under Item 11,  "Executive  Compensation;"  (iii) all of our directors and
executive  officers as a group; and (iv) each other person who is known by us to
beneficially own or to exercise voting or dispositive  control over more than 5%
of our common stock.

<TABLE>
<CAPTION>
                                                         NUMBER OF SHARES AND     PERCENT OF
                                                         NATURE OF BENEFICIAL    OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                     OWNERSHIP (2)        SHARES (2)
----------------------------------------                     -------------        ----------
<S>                                                          <C>                  <C>
DIRECTORS AND EXECUTIVE OFFICERS:
William J. Hinz..........................................       58,500(3)            1.3%
Gregory K. Roeper........................................      207,600(4)            4.6%
David A. Husband.........................................       51,100(5)            1.2%
Stephen L. Borcich.......................................       33,750(6)              *
Kent R. Burgess..........................................        2,503(7)              *
Steven R. Francis........................................      100,000(8)            2.3%
Stephen A McConnell......................................       51,900(9)            1.2%
Emmett E. Mitchell.......................................       25,000(10)             *
Kyeong-Woo Lee...........................................           --(11)            --
Jack A. Henry............................................          900(12)             *
Frederick M. Pakis.......................................           --(13)            --
All directors and officers as a group (eleven persons)...      531,253              11.4%

NON-MANAGEMENT 5% STOCKHOLDERS:
LG Electronics, Inc......................................      862,500(14)          19.8%
Steven A. Sherman........................................      422,330(15)           9.5%
Morningside Value Investors, LLC.........................      243,500(16)           5.6%
</TABLE>

----------
*    Less than 1%
(1)  Each person  named in the table has sole voting and  investment  power with
     respect  to  all  common  stock  beneficially  owned  by  him,  subject  to
     applicable community property law, except as otherwise indicated. Except as
     otherwise indicated, each person may be reached at 4717 East Hilton Avenue,
     Suite 400, Phoenix, Arizona 85034.
(2)  The  percentages  shown are calculated  based upon 4,349,788  shares of our
     common stock  outstanding on March 22, 2002. The percentages  shown include
     the shares of common  stock that each  named  stockholder  has the right to
     acquire  within  60  days of  March  22,  2002.  In  calculating  ownership
     percentage,  all shares of common stock that the named  stockholder has the
     right to acquire upon exercise of stock options within 60 days of March 22,
     2002  are  deemed  to be  outstanding  for the  purpose  of  computing  the
     percentage of common stock owned by such stockholder, but are not deemed to
     be outstanding for the purpose of computing the ownership percentage of any
     other stockholder.  Percentages may be rounded.  Includes, when applicable,
     shares owned of record by such  person's  minor  children and spouse and by
     other  related  individuals  and entities over whose shares of common stock
     such person has sole or shared voting control or power of disposition.
(3)  Includes  11,000  shares of common stock and 47,500  shares of common stock
     issuable  upon  exercise of options,  but excludes  12,500 shares of common
     stock issuable upon exercise of unvested stock options.
(4)  Includes  32,600 shares of common stock and 175,000  shares of common stock
     issuable  upon  exercise of options,  but excludes  60,000 shares of common
     stock issuable upon exercise of unvested stock options.
(5)  Includes  41,100  shares of common stock and 10,000  shares of common stock
     issuable  upon  exercise of options,  but excludes  65,000 shares of common
     stock issuable upon exercise of unvested stock options.
(6)  Includes  33,750 shares of common stock  issuable upon exercise of options,
     but  excludes  11,250  shares of common  stock  issuable  upon  exercise of
     unvested stock options.
(7)  Includes 3 shares of common stock and 2,500 shares of common stock issuable
     upon  exercise  of  options,  but  excludes  7,500  shares of common  stock
     issuable upon exercise of unvested stock options.

                                       7
<PAGE>
(8)  Excludes  50,000 shares of common stock  issuable upon exercise of unvested
     stock options.
(9)  Includes  26,900  shares of common stock and 25,000  shares  issuable  upon
     exercise of options,  but excludes  5,000  shares of common stock  issuable
     upon exercise of unvested stock options.
(10) Includes (a) 5,000 shares of common stock and 15,000  shares  issuable upon
     exercise  of  options  held by Mr.  Mitchell,  and (b) 500 shares of common
     stock  held by Mr.  Mitchell  as  custodian  for his  minor  children,  but
     excludes  5,000 shares of common stock  issuable  upon exercise of unvested
     stock options held by Mr. Mitchell.
(11) Excludes  5,000 shares of common stock  issuable  upon exercise of unvested
     stock options.
(12) Excludes  5,000 shares of common stock  issuable  upon exercise of unvested
     stock options.
(13) Excludes  5,000 shares of common stock  issuable  upon exercise of unvested
     stock options.
(14) Represents shares of common stock beneficially owned by LG Electronics Inc.
     LGE has sole voting power and sole dispositive power over such shares.  LGE
     acquired  the shares of our common stock in  connection  with the merger of
     its minority owned  subsidiary,  LGIC,  with and into LGE during  September
     2000. The address of LGE is LG Twin Towers, 20 Yoido-dong,  Youngdungpo-gu,
     Seoul 150-721, Korea.
(15) Includes  115,000  shares of common stock and 75,000  shares  issuable upon
     exercise of options held by Mr.  Sherman;  8,000 shares held by Mr. Sherman
     as custodian  for certain of his  children;  86,830  shares held by Sherman
     Capital Group,  L.L.C.,  of which Mr. Sherman is the managing  member;  and
     137,500  shares  held by Sherman  Capital  Partners,  L.L.C.,  of which Mr.
     Sherman is a managing member. Mr. Sherman disclaims beneficial ownership of
     all shares  held by Sherman  Capital  Group,  L.L.C.  and  Sherman  Capital
     Partners,  L.L.C. except to the extent that his individual interest in such
     shares  arises from his interest in each such  entity.  The address for Mr.
     Sherman is 509 Vista Grande Drive, Colorado Springs, Colorado 80906.
(16) Represents 243,500 shares of common stock beneficially owned by Morningside
     Value Investors, LLC, as investment manager for The Hummingbird Value Fund,
     L.P. Morningside has sole voting and dispositive power over the shares, and
     Morningside disclaims any beneficial ownership of the shares inasmuch as it
     has no pecuniary  interest in the shares.  Information is based solely on a
     Schedule  13G filed with the  Commission  on or about March 13,  2002.  The
     address of Morningside Value Investors,  LLC is 153 East 53rd Street,  55th
     Floor, New York, New York 10022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     LG Electronics Inc., our principal supplier,  owns 19.8% of our outstanding
common  stock.  Kyeong Woo Lee, a director of our company since January 2002, is
an officer of LGE. We purchased  approximately  $15.4  million of key  telephone
systems,  commercial grade  telephones,  and voice mail products from LGE and an
affiliate of LGE during 2001.  We believe  that the  purchases  from LGE and its
affiliate  approximate  terms that would be offered by non-related  parties.  We
owed LGE and its  affiliate a total of  $984,000  for  product  purchases  as of
December 31, 2001.

     We also conduct joint  development  activities  with LGE for the design and
development  of  hardware  incorporated  into some of our  existing  and planned
telephone  systems and commercial grade telephones.  Generally,  LGE contributes
the ongoing research and development costs for the product hardware and produces
the finished goods  developed under the alliance and we obtain the right to sell
such products throughout North America and the Caribbean.

     In July 2001, we entered into a development  agreement with LGE under which
we will develop for LGE certain  advanced voice messaging  technologies.  During
2001, we recorded  revenue of $210,000 for work performed  under the development
agreement using the percentage of completion  method.  LGE made cash payments to
us during 2001 of $150,000 pursuant to the agreement.

                                       8
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       VODAVI TECHNOLOGY, INC.


Date: April 26, 2002                   By: /s/ Gregory K. Roeper
                                           -------------------------------------
                                           Gregory K. Roeper
                                           President and Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated.

         SIGNATURE                          TITLE                     DATE
         ---------                          -----                     ----


/s/ William J. Hinz               Chairman of the Board           April 26, 2002
------------------------------
William J. Hinz


/s/ Gregory K. Roeper             President, Chief Executive      April 26, 2002
------------------------------    Officer, and Director
Gregory K. Roeper                 (Principal Executive Officer)


/s/ David A. Husband              Vice President - Finance,       April 26, 2002
------------------------------    Chief Financial
David A. Husband                  Officer, and Secretary
                                  (Principal Financial and
                                  Accounting Officer)

                                  Director                        April __, 2002
------------------------------
Jack A. Henry


/s/ Kyeong-Woo Lee                Director                        April 26, 2002
------------------------------
Kyeong-Woo Lee


/s/ Stephen A McConnell           Director                        April 26, 2002
------------------------------
Stephen A McConnell


/s/ Emmett E. Mitchell            Director                        April 26, 2002
------------------------------
Emmett E. Mitchell


                                  Director                        April __, 2002
------------------------------
Frederick M. Pakis