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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] 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 0-27312
TOLLGRADE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1537134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
493 NIXON ROAD, CHESWICK, PENNSYLVANIA 15024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 412-820-1400
SECURITIES REGISTERED PURSUANT
TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.20 PER SHARE
(Title of Class)
Indicate by a 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
Registration 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.
------
The Registrant estimates that as of March 8, 2002, the aggregate market value of
shares of the Registrant's Common Stock held by non-affiliates (excluding for
purposes of this calculation only, 118,279 shares of Common Stock held of record
or beneficially by the executive officers and directors of the Registrant as a
group) of the Registrant was $326,326,085.
As of March 8, 2002, the Registrant had outstanding 13,547,336 shares of its
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of Form 10-K into which
Document Document is incorporated
- -------- ------------------------
Portions of the Annual Report to Shareholders
for the year ended December 31, 2001 II and IV
Portions of the Proxy Statement to be distributed
in connection with the 2002 Annual
Meeting of Shareholders III
PART I
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
The statements contained in this Annual Report on Form 10-K, specifically those
contained in Item 1 Business and Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operation, and statements incorporated by
reference into this Form 10-K from the 2001 Annual Report to Shareholders, along
with statements in other reports filed with the Securities and Exchange
Commission, external documents and oral presentations, which are not historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements represent Tollgrade
Communications, Inc.'s (the "Company") present expectations or beliefs
concerning future events. The Company cautions that such statements must be
qualified by important factors that could cause actual earnings and other
results to differ materially from those achieved in the past or those expected
by the Company. These statements as to management's beliefs, strategies, plans,
expectations or opinions in connection with Company performance, are based on a
number of assumptions concerning future conditions that may ultimately prove to
be inaccurate. Such statements must be qualified by important factors that could
cause actual earnings and other results to differ materially from those achieved
in the past or those expected by the Company. These include: general economic
conditions and the economic conditions of the telecommunications industry;
customers' ability to meet established purchase forecasts and their own growth
projections; the ability of certain customers to maintain financial strength and
access to capital; the ability of sales and marketing partners to meet their own
performance objectives (and, in certain cases, continue to provide vendor
financing to certain local exchange carriers); customer's seasonal buying
patterns and the risk of order cancellations; risk of shortage of key components
and possibility of limited source of supply; manufacturing delays and
availability of manufacturing capacity; intense competition in all markets for
the Company's products; uncertain pace and scope of technological change along
with the need to continually develop new products and gain customer acceptance
and approval; the Company's dependence on a relatively narrow range of products
and a small number of large customers; the Company's dependence on key employees
and upon proprietary rights; difficulties in managing the Company's growth; the
Company's dependence upon certain suppliers; risks of third party claims of
infringement; risk of product defects; and changes in government regulation
affecting the business of the Company and its customers. The Company does not
undertake any obligation to publicly update any forward-looking statements.
ITEM 1. BUSINESS.
The Company was incorporated in Pennsylvania in 1986 and began
operations in 1988. Its principal offices are located at 493 Nixon Road,
Cheswick, Pennsylvania 15024 and its telephone number is (412) 820-1400.
The Company designs, engineers, markets and supports test system,
test access and status monitoring products for the telecommunications and cable
television industries. The Company's telecommunications proprietary test access
products enable telephone companies to use their existing line test systems to
remotely diagnose problems in "Plain Old Telephone Service" ("POTS") lines
containing both copper and fiber optics. POTS lines comprise the vast majority
of lines in service today throughout the world. In addition to traditional voice
service, POTS includes lines for popular devices such as computer modems and fax
machines. POTS excludes the more complex lines, such as data communications
service lines, commonly referred to as "special services."
In general, POTS line test systems, which are located at telephone
companies' central offices, focus on helping local exchange carriers conduct the
full range of fault diagnosis in the "local loop", which is the portion of the
telephone network which connects end users to a telephone company's central
office. In addition, these line test systems have the ability to remotely
qualify, deploy and maintain next generation services that include Digital
Subscriber Line ("DSL") service and Integrated Services Digital Network ("ISDN")
service. These test systems reduce the time needed to identify and resolve
problems and eliminate or reduce the cost of dispatching a technician to the
problem site. Most POTS line test systems were designed for use over copper
wireline only, so that the introduction of fiber-optic technology into the local
loop renders it inaccessible to these test systems. The Company's MCU(R)
products solve this problem by extending test-system access
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through the fiber-optic portion into the copper portion of the local loop. In
addition, the Company's DigiTest(R) system is designed to provide complete
hardware testing for POTS and local loop prequalification and in-service testing
for DSL service.
The Company's LIGHTHOUSE(R) cable status monitoring system provides
a broad testing solution for the Broadband Hybrid Fiber Coax distribution system
found in the cable television industry. This status monitoring system gathers
status information and reports on strategic components within the cable network.
On September 30, 2001, the Company acquired certain assets and
assumed certain liabilities of the LoopCare(TM) product line from Lucent
Technologies, Inc. ("Lucent") for approximately $62,000,000 in cash. The assets
consisted principally of rights to existing contracts, software and related
computer equipment, while the liabilities were related principally to deferred
revenues and warranties currently under contract. The LoopCare product software
integrates with and enhances the value of the Company's hardware products,
resulting in what the Company believes to be a significant competitive advantage
in the market place. The Company used available cash and short-term investments
to finance the acquisition. The offices for the newly acquired LoopCare product
line are located at 685 Route 202/206 South, Bridgewater, New Jersey 08807 and
its telephone number is 908-243-3900.
Products. The Company's MCU products plug into the digital loop
carrier ("DLC") systems that are large systems manufactured by equipment vendors
such as Lucent (formerly part of AT&T), that are used by telephone companies to
link the copper and fiber-optic portions of the local loop. DLC systems are
located at the telephone company central offices and at remote sites within a
local user area, and effectively multiplex the services of the copper lines into
a single fiber-optic line. In many instances, several DLC systems are located at
a single remote site to serve several thousand different end-user homes and
offices. Generally, for every DLC remote site, at least two MCU line-testing
products are deployed. To ensure compatibility of the MCU with these DLC
systems, the Company pays royalties pursuant to license agreements for the use
of proprietary design integrated circuits ("PDICs"). The PDICs are the design
and property of the DLC system manufacturer from which they are purchased. The
Company maintains license agreements with and pays royalties to Lucent
Technologies, Fujitsu Network Transmission Systems, Inc., NEC America, Inc. and
Reliance Comm/Tec Corporation. In general, one of these agreements contains a
term of indefinite duration and the others contain automatic renewal provisions
(unless earlier terminated) for periods of between one and five years. The
Company also has a license agreement containing royalty provisions with Adtran,
Inc. No royalties have been payable under this agreement to date. The Company
incurred $1,896,000, $2,507,000 and $1,827,000 respectively in 1999, 2000 and
2001 as royalties under the license agreements, which royalties are calculated
either based on a percentage of the list price of the MCU products or a fixed
amount per unit that incorporates the technology licensed under each such
agreement. Certain of the license agreements require the Company to maintain the
confidentiality of the licensor's proprietary information and/or the terms and
conditions of the agreement itself. In addition, the Company maintains license
agreements that do not contain royalty provisions with Advanced Fibre
Communications, Alcatel USA Sourcing, L.P. (formerly DSC Technologies
Corporation), UTSTARCOM, Inc., Next Level Communications and SAGEM SA (a French
corporation). The expiration dates of these agreements range at various times
between September 2002 and November 2004, with renewal provisions (unless
earlier terminated) for periods of one or more years. Future license agreements
entered into by the Company may contain terms comparable to, or materially
different than, the terms of existing agreements as competitive and other
conditions warrant. The loss of PDICs license agreements or the inability of the
Company to maintain an adequate supply of PDICs could have a material adverse
effect on the Company's business. Other MCU technology is also used with home
and business alarm systems. As with home service line testing, home alarm
systems must be monitored from the alarm company's headquarters along a hybrid
copper and fiber-optic line. The Company's alarm-related MCU products are used
to facilitate the transport of analog alarm signals from subscriber homes to
alarm company monitoring stations across the hybrid telephone network. These
units plug into equipment at both central office and remote locations. MCU
products and related hardware accounted for more than 74%, 70% and 68% of the
Company's sales in 1999, 2000 and 2001, respectively.
The Company's next-generation DigiTest centralized network test
platform provides a complete system solution for POTS and ISDN services. In
addition, the DigiTest system provides a full range of features that enable
local exchange carriers to prequalify and maintain their networks for DSL
service. With the acquisition of the LoopCare Software Product Line, the Company
now owns LoopCare software which is the major Operation Support System ("OSS")
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utilized by the Regional Bell Operating Companies for over twenty five years to
test the integrity and quality of their POTS network infrastructure. The
DigiTest system serves as an integral component of this OSS system that allows
for request and retrieval of precise measurement results that form the basis for
state-of-the-art fault diagnosis for both traditional narrowband and wideband
applications. DigiTest's compact digital measurement unit ("DMU") which resides
in the central office, acts as the test head in the test system, with the
ability to determine subscriber line characteristics with network diagnostic
functions including load coil detection, loop length measurement and
longitudinal balance for Single-Ended Loop Qualification ("SELQ"). DigiTest's
digital wideband unit ("DWU") next-generation testing platform enables
single-ended loop qualification by identifying and locating bridged taps and
measuring crosstalk and wideband noise, all important factors in the
prequalification and in-service maintenance of local loops for DSL service. The
DigiTest system also includes the Digital Measurement Node ("DMN"), which
consists of a metal-chassis, backplane and an alarm/fuse card which is used to
house the DMU and DWU. The Company's DigiTest system hardware has also been
optimized to work with and support the OSS system owned by Nortel Networks
Corporation. In connection therewith, the Company pays royalties pursuant to a
license agreement for the use of certain network interface information to Nortel
Networks Corporation. The current terms of this agreement expires in July 2002,
and contains automatic renewal provisions (unless earlier terminated) for
periods of one year each. The Company incurred $116,000, $404,000 and $6,000
respectively in 1999, 2000 and 2001 as royalties under this license agreement,
which royalties are calculated based on a percentage of the sale price of the
DMU and certain DWU units that incorporate the technology licensed under the
agreement. The license agreement requires the Company to maintain the
confidentiality of the licensor's proprietary information and/or the terms and
conditions of the agreement itself. The Company markets and sells its DigiTest
products directly as well as through certain continuing OEM arrangements with
Lucent Technologies and Nortel Networks Corporation. The Company has also
entered into a license agreement with Acterna, LLP for certain technology
related to its DigiTest products and will pay royalties and licenses for use of
such technology on a fixed per unit basis. This license agreement will expire by
its terms (unless earlier terminated) in 2008.
In addition to the OSS software, the newly acquired LoopCare Product
Business has several features which enhance the performance, listing and
analysis of telecommunication service providing copper line loops. These include
the Common Object Request Broker Architecture (CORBA), the Application
Programming Interface (API), Benchmark Data Base, DSL Testing, the Advanced
Testhead Feature Package, and LoopCare TCP/IP Communications Network (LTCN).
The Company's cable products consist of a complete cable status
monitoring system that provides a comprehensive testing solution for the
Broadband Hybrid Fiber Coax distribution system. The status monitoring system
consists of a host for user interface, control and configuration; a headend
controller for managing network communications; and transponders that are
strategically located within the cable network to gather status reports from
power supplies, line amplifiers and fiber-optic nodes. The Company has entered
into license agreements with C-COR.net Corp. (formerly C-COR Electronics, Inc.,
a cable television systems developer) and Alpha Technologies, Inc., under which
the Company provides its status monitoring transponder technology that is
incorporated into those companies' cable network management systems. The
Company, under certain other business arrangements, also markets and sells its
cable products directly as well as through various OEM customers such as ANTEC
and Motorola (formerly General Instrument).
The cornerstone of the Company's Professional Services business is
the Testability Improvement Initiatives. These services may offer the customer
the opportunity to make dramatic improvements in testability levels, while
training their own staffs in targeted geographic regions over a defined period
of time. In this way, the customers' internal repair technicians can make use of
automated systems to diagnose and repair subscriber loop problems, thereby
automatically eliminating the need for the involvement of several highly trained
people to do so. The service offering was expanded upon the acquisition of
software maintenance contracts related to the LoopCare software product line.
Product and Technology Development. The Company's product
development personnel are organized into teams, each of which is effectively
dedicated to a specific product line(s) or technology. Each product team also
implements the Company's ongoing value engineering programs that are designed to
replace the Company's products with successive generations having additional
features and/or lower costs. The Company continuously monitors developing
technologies in order to introduce products as defined standards and markets
emerge. In addition, the Company continues to investigate the development of new
applications for its MCU technology and other technologies to service the
4
telecommunications industry. During 1999 and 2000, research and development
expenses were approximately $8,757,000 and $12,456,000 respectively. During
2001, research and development expenses were $12,428,000 including those
research and development costs relating to the newly acquired LoopCare product
business.
Proprietary Rights. The names "Tollgrade(R)", "MCU(R)",
"LIGHTHOUSE(R)", "DigiTest(R)", "Telaccord(R)" and "MICRO-BANK(R)", and the
Company's corporate logo are registered trademarks of the Company. LoopCare(TM)
and MLT(TM) are common law trademarks of the Company. "Team TollgradeSM" is a
common law service mark of the Company. The Company has obtained three United
States patents on the MCU products with expiration dates ranging from 2010 to
2014, one United States patent on a cable product that expires in 2016 and two
United States patents on other telecommunications technology, which expire in
2018. In addition, the Company has one U.S. provisional, five United States,
four Canada and two international patent cooperation treaty ("PCT") patent
applications pending. The Company will seek additional patents from time to time
related to its research and development activities. The Company protects its
trademarks, patents, inventions, trade secrets, and other proprietary rights by
contract, trademark, copyright and patent registration, and internal security.
Customers. The Company's primary telecommunication customers are the
four regional Bell operating companies ("RBOCs"), which are Verizon
Communications, BellSouth Corporation, SBC Communications, Inc., and Qwest,
Inc., as well as major independent telephone companies. Sales in 2001 to Verizon
Communications, BellSouth Corporation and SBC Communications, Inc. accounted for
approximately 14%, 14%, 38%, respectively of total revenues. In addition, sales
to Sprint USA accounted for approximately 10% of the Company's sales in 2001.
The Company's primary cable products are sold on a direct basis as well as to
certain cable Original Equipment Manufacturer ("OEM") customers such as
C-COR.net Corp., ANTEC Corporation and Motorola, Inc. Sales of the Company's
cable products in 2001 were approximately 4% of total revenues. The Company's
relationships with its customers are material to the Company's business, and the
loss of any such relationship could have a material adverse effect on the
Company's business.
Manufacturing. The Company's manufacturing operations consist
primarily of quality control, functional testing, final assembly, burn-in and
shipping. The Company is ISO 9001 registered from the British Standards
Institution, Inc. ISO 9000 is a harmonized set of standards that define quality
assurance management. Written by the International Organization for
Standardization (ISO), it is recognized throughout the United States, Canada,
the European Union and Japan. To be registered, the Company develops and
maintains internal documentation and processes to support the production of
quality products to ensure customer satisfaction. The Company utilizes two key
independent subcontractors to perform a majority of the circuit board assembly
and in-circuit testing work on its products. The Company also utilizes other
subassembly contractors on a more limited basis. The loss of the subcontractors
could cause delays in the Company's ability to meet production obligations and
could have a material adverse effect on the Company's results of operations. In
addition, shortages of raw material to, or production capacity constraints at,
the Company's subcontractors could negatively affect the Company's ability to
meet its production obligations and result in increased prices for affected
parts. Any such reduction may result in delays in shipments of the Company's
products or increases in the price of components, either of which could have a
material adverse impact on the Company.
The Company currently procures all of its components from outside
suppliers. Generally, the Company uses industry standard components for its
products. Application specific integrated circuits (ASICs) are a key component
to the manufacturing process and are custom made to the Company's
specifications. Although the Company has generally been able to obtain ASICs on
a timely basis, a delay in the delivery of these components could have a
material adverse impact on the Company.
Backlog. The Company's backlog at December 31, 2001 was
approximately $4.9 million, as compared to approximately $8.2 million at
December 31, 2000. The Company's backlog consists of firm customer purchase
orders for the Company's various products. Periodic fluctuations in customer
orders and backlog result from a variety of factors, including but not limited
to the timing of significant orders and shipments. While these fluctuations
could impact short-term results, they are not necessarily indicative of
long-term trends in sales of the Company's products.
5
Competitive Conditions. The market for telecommunications and cable
television equipment is highly competitive. The deciding competitive factors in
the Company's market include price, product features, performance, reliability,
service and support, breadth of product line, technical documentation and prompt
delivery. The Company believes that it competes favorably on all of these
factors, and certain of its products have proprietary or patented features. The
Company also attempts to enter into development agreements for its MCU products
with the manufacturers of DLC and other complex systems, which serves to ensure
compatibility for its products. Competition would increase if new companies
enter the Company's product markets or existing competitors expand their product
lines. For instance, the telecommunications reform legislation has lifted the
restrictions that previously prevented the RBOCs from manufacturing
telecommunications equipment. Pursuant to this legislative reform, the RBOCs,
which are the Company's largest customers, may become competitors of the Company
in the markets served by the Company.
For the Company's line-testing MCU devices, the primary competitive
technologies are the remote monitoring units made by Teradyne, Inc. and the
Harris Communications Product Division of Harris Communications, Inc. In
addition, the Anritsu Wiltron Test and Measurement Group, a division of Anritsu
Corporation, offers the Wiltron LoopMATE, a modular remote test head, which
competes with the Company's POTS testing capabilities. The Company believes the
MCU is simpler and less costly to install and permits the full complement of
centralized testing to be performed as quickly and accurately as with copper
by-pass wiring. The alarm-related MCU product's primary competitor is the Turbo
2000 unit made by ANTEC Corporation. The primary competitors for the Company's
DigiTest product line include Harris Corporation, Hekimian Laboratories, Porta
Systems Corp., Teradyne, Inc. and Turnstone Systems, Inc. For the Company's
cable products, the primary competitors for status monitoring are Acterna
Corporation, AM Communications, Inc., Harmonic, Inc. and Scientific Atlanta,
Inc.
Employees. At December 31, 2001, the Company had 341 full-time
employees, all in the United States. None of the Company's employees are
represented by a collective bargaining agreement.
Government Regulation. The telecommunications industry is subject to
regulation in the United States and other countries. Federal and state
regulatory agencies, including the FCC and various state public utility
commissions and public service commissions, regulate most of the Company's
domestic customers. While such regulation does not typically affect the Company
directly, the effects of such regulations on the Company's customers may, in
turn, adversely impact the Company's business and operating results.
Governmental authorities also have promulgated regulations which, among other
things, set installation and equipment standards for private telecommunications
systems and require that all newly installed hardware be registered and meet
certain government standards.
ITEM 2. PROPERTIES.
The Company's headquarters and principal administrative,
engineering, manufacturing, warehouse and maintenance facilities are located in
Cheswick, Pennsylvania. The Company occupies a 111,600 square foot facility. The
Company occupies its current facilities under a lease that expires in December
2002 with an option to renew the term of the lease for one additional period of
three years. The Company has acquired certain land parcels that surround the
current leased facility for the possible expansion of parking and/or new
building structures that the Company believes will provide adequate space to
support future operations and sales growth, if necessary.
In addition, the Company leases 18,778 square foot of space in
Bridgewater, New Jersey. The lease was entered into on October 24, 2001,
commenced on January 21, 2002 and will expire on January 21, 2007. This facility
provides workspace for the administrative and engineering personnel of the
LoopCare Product Line.
ITEM 3. LEGAL PROCEEDINGS.
There are currently no outstanding or pending material legal
proceedings with respect to the Company or its business.
6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of 2001, there were no matters submitted
to a vote of security holders through solicitation of proxies or otherwise.
7
EXECUTIVE OFFICERS OF THE COMPANY
Information relating to the executive officers of the Company as of January 31,
2002 is set forth below:
Christian L. Allison Chairman of the Board since April 1998; Chief Executive Officer; also Treasurer
from May 1992 until April 1997; also President from October 1993 until January
2001; Age 40.
Sara M. Antol General Counsel since December 2000; Secretary; Chief Counsel from April 1996 until
December 2000; Age 40.
Richard A. Bair, Jr. Executive Vice President, Engineering/Testing since August 2000; Vice
President Engineering, DigiTest from June 2000 until August 2000; Engineering
Manager from April 1999 until August 2000; prior thereto, Senior Design Engineer
from March 1996 until April 1999; Age 39.
Wylie E. Estcheid Executive Vice President, Business Development, OSS since September 2001; Senior Vice
President and General Manager of Telco Access Products (a manufacturer of
telecommunications products) from October 2000 until September 2001; Vice President,
Network Engineering Midwest Division of SBC (a provider of telecommunication
services) from December 1999 until October 2000; prior thereto, Vice President, Service
Integration and Delivery of Ameritech (a provider of telecommunication services) from
February 1996 until December 1999; Age 52.
Rocco L. Flaminio Vice Chairman and Chief Technology Officer; Executive Vice President; Age 77.
Carol M. Franklin General Manager, Software Products Division since July 2001; Director of Order
Management Development of Lucent Technologies from May 2000 until July 2001; Director
for Integration Test of Lucent Technologies from September 1999 until May 2000;
Director for Starter Solutions for Emerging Carriers and Internet Customer Care of
Lucent Technologies (a manufacturer of communication systems, software and products
and formerly AT&T Bell Laboratories) from February 1999 until August 1999; prior
thereto, Product Realization Leader of Lucent Technologies from February 1996 until
January 1999; Age 50.
Samuel C. Knoch Chief Financial Officer; Treasurer since April 1997; Age 45.
Joseph G. O'Brien Senior Vice President, Human Resources since October 1997; Director of Employee
Development from April 1997 until October 1997; prior thereto, Coordinator,
Elderberry Junction, Goodwill Industries (a charitable organization) from May 1995
until April 1997; Age 42.
Mark B. Peterson President since January 2001; Executive Vice President, Sales and Marketing from
November 1999 until January 2001; Executive Vice President, Sales from October
1997 until November 1999; prior thereto, Testing Application Group product manager
(MLT and Switched Access Remote Test Systems (SARTS) product lines) of Lucent
Technologies (a manufacturer of communication systems, software and products and
formerly AT&T Bell Laboratories) from October 1995 until October 1997; Age 41.
Gregory L. Quiggle Executive Vice President, Marketing since August 2001; Director of Marketing,
8
Loop Products Acterna LLC (formerly,
Telecommunications Techniques Corporation, or
TTC, a global communications equipment company)
from May, 1998 until August 1998; prior thereto,
Product Line Manager, TTC from May 1996 until
May 1998; Age 33.
Matthew J. Rosgone Executive Vice President, Operations since
September 2001; Senior Vice President,
Purchasing/Manufacturing from July 1998 until
September 2001; prior thereto, Vice President,
Purchasing from July 1996 until July 1998; Age
33.
Charles J. Shearer Controller since February 2002; prior thereto,
Controller of Resource Investments, Inc. (a
privately held real estate investment and
management company) from February 1979 until
January 2002; Age 57.
Richard A. Skaare Executive Vice President, Organizational
Development and Communications since June 2001;
Vice President of Marketing, Ed-e.com &
Knowledge Planet (two related eLearning
companies) from August 1999 until December 2000;
prior thereto, Director, Global Communication,
AMP Incorporated (a manufacturer of a broad
range of electronic equipment) from January 1994
until May 1999; Age 53.
Roger A. Smith Executive Vice President, Technology since June
2000; Senior Vice President, Test Systems from
July 1998 until June 2000; prior thereto, Senior
Software Development Engineer of Caldon Inc. (a
manufacturer of ultrasonic flow meters for
nuclear power industry); Age 41.
Stephanie M. Wedge Vice President, Professional Services since
November 1999; Sales Executive, Professional
Services, Inacom Corporation (reseller and
integrator of client/server solutions for
messaging) from February, 1998 until November
1999; prior thereto, Sales Manager, Business
Development, Digital Equipment Corporation (a
manufacturer and integrator of mid-frame
computers); Age 45.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
Information relating to the market for the Company's Common Stock and
other matters related to the holders thereof is set forth under the caption
"Common Stock Market Price" on page 32 of the Company's 2001 Annual Report to
Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
A summary of selected financial data for the Company, including each of
the last five fiscal years in the period ended December 31, 2001, is set forth
under the caption "Selected Consolidated Financial Data" on page 8 of the
Company's 2001 Annual Report to Shareholders and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
A discussion of the Company's results of operations and financial
condition is set forth under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition" on pages 9 through 15 of the
Company's 2001 Annual Report to Shareholders and is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's consolidated financial statements, together with the
report thereon of PricewaterhouseCoopers LLP, are set forth on pages 17 through
31 of the Company's 2001 Annual Report to Shareholders and are incorporated
herein by reference. Such financial statements and supplementary data are listed
in Part IV Item 14(a) (1), Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In addition to the information reported in Part I of this Form 10-K,
under the caption "Executive Officers of the Company," the information required
by this item appears beneath the caption "Election of Directors" in the
Company's definitive Proxy Statement for its 2002 Annual Meeting of Shareholders
and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is set forth beneath the
caption "Executive Compensation" in the Company's definitive Proxy Statement for
its 2002 Annual Meeting of Shareholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to the security ownership of beneficial owners of
5% or more of the Common Stock and of the executive officers and directors of
the Company is set forth under the caption "Stock Ownership of Management and
Certain Beneficial Owners" in the Company's definitive Proxy Statement for its
2002 Annual Meeting of Shareholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to certain relationships and related transactions
is set forth beneath the caption "Certain Relationships and Related
Transactions" in the Company's definitive Proxy Statement for its 2002 Annual
Meeting of Shareholders and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) The following financial statements and supplementary data are
incorporated in Item 8 of Part II of this Form 10-K by reference to pages 16
through 31 of the Company's 2001 Annual Report to Shareholders, which are
incorporated herein by reference:
Statement of Management's Responsibility for Financial Reporting, dated
January 21, 2002
Report of Independent Accountants, dated January 21, 2002
Consolidated Balance Sheets at December 31, 2000 and 2001
Consolidated Statements of Operations for each of the three years in
the period ended December 31, 2001
Consolidated Statements of Changes in Shareholders' Equity for each of
the three years ended December 31, 2001
Consolidated Statements of Cash Flows for each of the three years ended
December 31, 2001 Notes to
Consolidated Financial Statements
Statements of Operations Data by Quarter
(a)(2) The following financial statement schedule is included herewith on page
17 and made a part hereof:
Schedule II (Valuation and Qualifying Accounts)
(a)(3) The following exhibits are included herewith and made a part hereof:
11
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Articles of Incorporation of the Company, as
amended through May 6, 1998 (conformed copy), filed as Exhibit 3.1 to
the Annual Report of Tollgrade Communications, Inc. on Form 10-K for
the year ended December 31, 1998 (the "1998 Form 10-K").
3.1a Statement with Respect to Shares dated July 23, 1996 (conformed copy),
filed as Exhibit 3.1a to the 1998 Form 10-K and incorporated herein by
reference thereto.
3.2 Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the
Report on Form 10-Q of the Company filed on August 10, 1999 and
incorporated herein by reference thereto.
4.1 Rights Agreement, dated as of July 23, 1996 between the Company and
Chase Mellon Shareholder Services, L.L.C., filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A and incorporated herein by
reference thereto.
10.1 Common Stock Purchase Agreement dated November 7, 1994, between the
Company and the investors listed on Schedule A thereto (attachments and
exhibits omitted), filed as Exhibit 10.1 to the Company's Registration
Statement on Form S-1 (the "S-1") and incorporated herein by reference
thereto.
10.2* 1995 Long-Term Incentive Compensation Plan, amended and restated as of
January 24, 2002, filed as Exhibit B to the Company's 2002 Proxy
Statement and incorporated herein by reference thereto.
10.3 License Agreement, dated August 24, 1993 between Fujitsu Network
Transmission Systems, Inc. and the Company, filed as Exhibit 10.4 to
the S-1 and incorporated herein by reference thereto.
10.4 License Agreement, dated September 26, 1994 between NEC America, Inc.
and the Company, filed as Exhibit 10.5 to the S-1 and incorporated
herein by reference thereto.
10.5 Interface License Agreement, dated March 22, 1995 between Northern
Telecom Inc. and the Company, filed as Exhibit 10.7 to the S-1 and
incorporated herein by reference thereto.
10.6 Technical Information Agreement, dated February 1, 1993 between Lucent
Technologies, Inc. (formerly American Telephone and Telegraph Company)
and the Company, filed as Exhibit 10.8 to the S-1 and incorporated
herein by reference thereto.
10.7 Technology License Agreement, dated November 16, 1994 between Alcatel
USA (formerly DSC Technologies Corporation) and the Company, filed as
Exhibit 10.12 to the S-1 and incorporated herein by reference thereto.
10.8 License Agreement, dated August 24, 1993 between Reliance Comm/Tec
Corporation and the Company, filed as Exhibit 10.13 to the S-1 and
incorporated herein by reference thereto.
10.9* Employment Agreement, dated as of December 13, 1995, between the
Company and Christian L. Allison, filed as Exhibit 10.11 to the Annual
Report of the Company on Form 10-K for the year ended December 31, 1995
(the "1995 Form 10-K").
10.10* Stock Option Agreement entered into December 14, 1995 between the
Company and R. Craig Allison, together with a schedule listing
substantially identical agreements with Gordon P. Anderson, Jeffrey
Blake, John H. Guelcher, Richard H. Heibel, Joseph T. Messina and
Douglas T. Halliday, filed as Exhibit 10.14 to the 1995 Form 10-K.
12
10.11* Form of Stock Option Agreement dated December 14, 1995 and December 29,
1995 for Non-Statutory Stock Options granted under the 1995 Long-Term
Incentive Compensation Plan, filed as Exhibit 10.15 to the Annual
Report of the Company on Form 10-K for the year ended December 31, 1996
(the "1996 Form 10-K").
10.12* Form of Stock Option Agreement for Non-Statutory Stock Options granted
under the 1995 Long-Term Incentive Compensation Plan, filed as Exhibit
10.2 to the Report on Form 10-Q of the Company filed on November 12,
1996.
10.13* Form of Non-employee Stock Option Agreement entered into December 13,
1996 and December 30, 1997 between the Company and Lawrence Arduini,
filed as Exhibit 10.19 to the 1996 Form 10-K.
10.14* Amendment to Employment Agreement, dated as of December 13, 1996,
between the Company and Christian L. Allison, filed as Exhibit 10.20 to
the 1996 Form 10-K.
10.15* Amendment to Employment Agreement, dated as of December 13, 1997,
between the Company and Christian L. Allison, filed as Exhibit 10.21 to
the Annual Report of the Company on Form 10-K for the year ended
December 31, 1997 (the "1997 Form 10-K").
10.16 Amendment, dated February 21, 1997, to Technical Information Agreement
relating to Metallic Channel Units Types A and B, dated February
1,1993, between American Telephone and Telegraph Company (AT&T)
(licensor) and the Company (licensee) incorporated by reference to
Exhibit 10.3 to the Report on Form 10-Q of the Company filed on
November 10, 1997.
10.17* Form of Non-employee Director Stock Option Agreement with respect to
the Company's 1995 Long-Term Incentive Compensation Plan, filed as
Exhibit 10.25 to the 1997 Form 10-K.
10.18* Amendment to Employment Agreement, dated as of December 30, 1998,
between the Company and Christian L. Allison, filed as Exhibit 10.28 to
the 1998 Form 10-K.
10.19* Amendment to Employment Agreement, dated as of January 18, 2000,
between the Company and Christian L. Allison, filed as Exhibit 10.25 to
the 1999 Form 10-K.
10.20* Change in Control Agreement, entered into February 9, 2000 between the
Company and Sara M. Antol, together with a schedule listing
substantially identical agreements with Robert Cornelia, Ruth Dilts,
Bradley Dinger, Rocco Flamino, Mark Frey, Samuel Knoch, James Price,
and Matthew Rosgone, filed as Exhibit 10.26 to the 1999 Form 10-K.
10.21* Change in Control Agreement, entered into December 20, 1999 between the
Company and Scott Robbins, filed as Exhibit 10.27 to the 1999 Form
10-K.
10.22* Change in Control Agreement, entered into August 10, 2000 between the
Company and Stephen M. Garda, filed as Exhibit 10.30 to the Report on
Form 10-Q of the Company filed on November 13, 2000.
10.23* Amendment to Employment Agreement, dated as of January 3, 2001, between
the Company and Christian L. Allison, filed as Exhibit 10.23 to the
Annual Report of the Company on Form 10-K for the year ended December
31, 2000 (the " 2000 Form 10-K").
10.24* Change in Control Agreement, entered into January 19, 2001 between the
Company and Joseph G.
13
O'Brien, together with a schedule listing substantially identical
agreements with Lawrence J. Fey, William J. Gumbert, Gary L. Gump,
Michael D. McSparrin, Timothy D. O'Brien, Mark B. Peterson, Roger A.
Smith and Jeffrey J. Tatusko, filed as Exhibit 10.24 to the 2000 Form
10-K.
10.25* 1998 Employee Incentive Compensation Plan, amended and restated as of
January 24, 2002, filed herewith.
10.26 Asset Purchase Agreement by and between Lucent Technologies, Inc. and
Tollgrade Communications, Inc. dated September 28, 2001, filed as
Exhibit 2.1 to the Company's report on Form 8-K filed on October 15,
2001.
10.27* Amendment to Employment Agreement, dated as of January 10, 2002,
between the Company and Christian L. Allison, filed herewith.
10.28* Change in Control Agreement, entered into October 30, 2001 between the
Company and Richard Skaare, together with a schedule listing
substantially identical agreements with Wylie Etscheid, Carol M.
Franklin and Gregory Quiggle, filed herewith.
10.29* Change in Control Agreement, entered into January 2, 2002 between the
Company and Charles L. Geier, Jr., filed herewith.
10.30* Change in Control Agreement, entered into January 2, 2002 between the
Company and James D. Coleman, filed herewith.
13.1 Company's 2001 Annual Report to Shareholders, filed herewith.
21.1 List of subsidiaries of the Company, filed as Exhibit 21.1 to the S-1
and incorporated herein by reference thereto.
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
* Management contract or compensatory plan, contract or arrangement required to
be filed by item 601(b)(10)(iii) of Regulation S-K.
The Company agrees to furnish to the Commission upon request copies of
all instruments not listed above which define the rights of holders of long-term
debt of the Company.
Copies of the exhibits filed as part of this Form 10-K are available at
a cost of $.20 per page to any shareholder of record upon written request to the
Secretary, Tollgrade Communications, Inc., 493 Nixon Road, Cheswick,
Pennsylvania 15024.
(b) Reports on Form 8-K filed during the quarter ended December 31, 2001:
Two reports on Form 8-K were filed by the Company during the quarter
ended December 31, 2001. The first was filed on October 15, 2001, and an
amendment to the Form 8-K initially filed by the Company on September 20, 2001
was filed on December 14, 2001.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized as of March 22, 2002.
TOLLGRADE COMMUNICATIONS, INC.
By /s/CHRISTIAN L. ALLISON
----------------------------
Christian L. Allison
Chairman 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
Company and in the capacities indicated as of March 22, 2002.
SIGNATURE TITLE
--------- -----
/s/Christian L. Allison Director, Chairman and Chief
- ------------------------------------------------------------------------ Executive Officer,
Christian L. Allison (Principal Executive Officer)
/s/James J. Barnes Director
- ------------------------------------------------------------------------
James J. Barnes
/s/Daniel P. Barry Director
- ------------------------------------------------------------------------
Daniel P. Barry
/s/David S. Egan Director
- ------------------------------------------------------------------------
David S. Egan
/s/Rocco L. Flaminio Director, Vice Chairman
- ------------------------------------------------------------------------ and Chief Technology Officer
Rocco L. Flaminio
/s/Richard H. Heibel, M.D. Director
- ------------------------------------------------------------------------
Richard H. Heibel, M.D.
/s/Robert W. Kampmeinert Director
- ------------------------------------------------------------------------
Robert W. Kampmeinert
/s/Samuel C. Knoch Chief Financial Officer and Treasurer
- ------------------------------------------------------------------------ (Principal Financial Officer)
Samuel C. Knoch
/s/Charles J. Shearer Controller
- ------------------------------------------------------------------------ (Principal Accounting Officer)
Charles J. Shearer
15
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors of
Tollgrade Communications, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated January 21, 2002 appearing in the 2001 Annual Report to Shareholders of
Tollgrade Communications, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
Pittsburgh, Pennsylvania
January 21, 2002
16
SCHEDULE II
TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1999, 2000 and 2001
(In thousands)
Col. A Col. B Col. C Col. D Col. E
- ------ --------- ------ ------ ------
Balance at Additions
Beginning Charged to Charged to Balance at
of Year Expense Other Accounts Deductions End of Year
------- -------- -------------- ---------- ------------
Inventory reserve:
Year ended December 31, 1999 $267 $393 $ -- $ -- $660
Year ended December 31, 2000 660 743 -- (318) 1,085
Year ended December 31, 2001 1,085 300 -- (274) 1,111
Allowance for doubtful accounts:
Year ended December 31, 1999 $100 $100 $ -- $(19) $181
Year ended December 31, 2000 181 22 -- (3) 200
Year ended December 31, 2001 200 175 -- -- 375
Warranty reserve:
Year ended December 31, 1999 $435 $165 $ -- $ -- $600
Year ended December 31, 2000 600 588 -- (143) 1,045
Year ended December 31, 2001 1,045 1,157 (19) (153) 2,068
17
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Articles of Incorporation of
the Company, as amended through May 6, 1998 (conformed
copy), filed as Exhibit 3.1 to the Annual Report of
Tollgrade Communications, Inc. on Form 10-K for the year
ended December 31, 1998 (the "1998 Form 10-K"). *
3.1a Statement with Respect to Shares dated July 23, 1996 (conformed
copy), filed as Exhibit 3.1a to the 1998 Form 10-K. *
3.2 Amended and Restated Bylaws of the Company, filed as Exhibit
3.2 to the Report on Form 10-Q of the Company filed on
August 10, 1999 and incorporated herein by reference thereto. *
4.1 Rights Agreement dated as of July 23, 1996 between the
Company and Chase Mellon Shareholder Services, L.L.C., filed
as Exhibit 1 to the Company's Registration Statement on Form 8-A
and incorporated herein by reference thereto. *
10.1 Common Stock Purchase Agreement dated November 7, 1994,
between the Company and the investors listed on Schedule A
thereto (attachments and exhibits omitted), filed as Exhibit
10.1 to the Company's Registration Statement on Form S-1
(the "S-1") and incorporated herein by reference thereto. *
10.2 1995 Long-Term Incentive Compensation Plan, amended and restated as
of January 24, 2002, filed as Exhibit B to the Company's 2002 Proxy Statement
and incorporated herein by reference thereto. *
10.3 License Agreement, dated August 24, 1993 between
Fujitsu Network Transmission Systems, Inc. and
the Company, filed as Exhibit 10.4 to the S-1
and incorporated herein by reference thereto. *
10.4 License Agreement, dated September 26, 1994 between
NEC America, Inc. and the Company, filed as
Exhibit 10.5 to the S-1 and incorporated herein by
reference thereto. *
18
10.5 Interface License Agreement, dated March 22, 1995
between Northern Telecom Inc. and the Company,
filed as Exhibit 10.7 to the S-1 and incorporated
herein by reference thereto. *
10.6 Technical Information Agreement, dated February 1, 1993
between Lucent Technoliges, Inc. (formerly American Telephone
and Telegraph Company) and the Company, filed as Exhibit 10.8 to the S-1 and
incorporated herein by reference thereto. *
10.7 Technology License Agreement, dated November 16,
1994 between Alcatel USA (formerly DSC Technologies
Corporation) and the Company, filed as Exhibit 10.12 to the
S-1 and incorporated herein by reference thereto. *
10.8 License Agreement, dated August 24, 1993 between Reliance
Comm/Tec Corporation and the Company, filed as Exhibit 10.13
to the S-1 and incorporated herein by reference thereto. *
10.9 Employment Agreement, dated as of December 13, 1995,
between the Company and Christian L. Allison, filed as
Exhibit 10.11 to the Annual Report of the Company on
Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K"). *
10.10 Stock Option Agreement entered into December 14, 1995
between the Company and R. Craig Allison, together
with a schedule listing substantially identical
agreements with Gordon P. Anderson, Jeffrey Blake,
John H. Guelcher, Richard H. Heibel, Joseph T.
Messina and Douglas T. Halliday, filed as
Exhibit 10.14 to the 1995 Form 10-K. *
10.11 Form of Stock Option Agreement dated December 14, 1995 and
December 29, 1995 for Non-Statutory Stock Options granted
under the 1995 Long-Term Incentive Compensation Plan, filed
as Exhibit 10.15 to the Annual Report of the Company on Form
10-K for the year ended December 31, 1996 (the "1996 Form 10-K"). *
10.12 Form of Stock Option Agreement for Non-Statutory Stock
Options granted under the 1995 Long Term Incentive
Compensation Plan, filed as Exhibit 10.2 to the Report
On Form 10-Q of the Company filed on November 12, 1996. *
10.13 Form of Non-employee Stock Option Agreement entered into
December 13, 1996 and December 30, 1997 between the Company
and Lawrence Arduini, filed as Exhibit 10.19 to the 1996 Form 10-K. *
19
10.14 Amendment to Employment Agreement, dated as of December 13, 1996,
between the Company and Christian L. Allison, filed as Exhibit 10.20 of
the 1996 Form 10-K. *
10.15 Amendment to Employment Agreement, dated as of December 13, 1997,
between the Company and Christian L. Allison,
filed as Exhibit 10.21 to the Annual Report of the Company on
Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K"). *
10.16 Amendment, dated February 21, 1997, to Technical Information Agreement
relating to Metallic Channel Units Types A and B, dated
February 1, 1993, between American Telephone and Telegraph
Company (AT&T) (licensor) and the Company (licensee)
incorporated by reference to Exhibit 10.3 to
the Report on Form 10-Q of the Company filed on November 10, 1997. *
10.17 Form of Non-employee Director Stock Option Agreement with respect to the Company's
1995 Long-Term Incentive Compensation Plan, filed as Exhibit 10.25 to the 1997 Form
10-K. *
10.18 Amendment to Employment Agreement, dated as of December 30, 1998,
between the Company and Christian L. Allison, filed as Exhibit 10.28
to the 1998 Form 10-K. *
10.19 Amendment to Employment Agreement, dated as of January 18, 2000, between
the Company and Christian L. Allison, filed as Exhibit 10.25 to the 1999 Form 10-K. *
10.20 Change in Control Agreement, entered into February 9, 2000 between the Company
and Sara M. Antol, together with a schedule listing substantially identical agreements
with Robert Cornelia, Ruth Dilts, Bradley Dinger, Rocco Flamino, Mark Frey, Samuel Knoch,
James Price and Matthew Rosgone, filed as Exhibit 10.26 to the 1999 Form 10-K. *
10.21 Change in Control Agreement, entered into December 20, 1999 between the
Company and Scott Robbins, filed as Exhibit 10.27 to the 1999 Form 10-K. *
10.22 Change in Control Agreement, entered into August 10, 2000 between
the Company and Stephen M. Garda, filed as Exhibit 10.30 to the Report
on Form 10-Q of the Company filed on November 13, 2000. *
10.23 Amendment to Employment Agreement, dated as of January 3, 2001, between
the Company and Christian L. Allison, filed as Exhibit
10.23 to the Annual Report of the Company on Form 10-K for
the year ended December 31, 2000 (the "2000 Form 10-K"). *
10.24 Change in Control Agreement, entered into January 19, 2001 between
the Company and Joseph G. O'Brien, together with a schedule
listing substantially identical agreements with Lawrence J. Fey, William J. Gumbert,
Gary L. Gump, Michael D. McSparrin, Timothy D. O'Brien, Mark B. Peterson, Roger A. Smith
and Jeffrey J. Tatusko, filed as Exhibit 10.24 to the 2000 Form 10-K. *
20
10.25 1998 Employee Incentive Compensation Plan, amended and restated
as of January 24, 2002 filed herewith.
10.26 Asset Purchase Agreement by and between Lucent Technologies, Inc. and Tollgrade
Communications, Inc. dated September 28, 2001, filed as Exhibit 2.1 to the Company's
Report on Form 8-K filed on October 15, 2001. *
10.27 Amendment to Employment Agreement, dated as of January 10, 2002, between the
Company and Christian L. Allison, filed herewith.
10.28 Change in Control Agreement, entered into October 30, 2001
between the Company and Richard Skaare, together with a
schedule listing substantially identical agreements with
Wylie Etscheid, Carol M. Franklin, and Gregory Quiggle,
filed herewith.
10.29 Change in Control Agreement, entered into January 2, 2002, between the Company
and Charles J. Geier, Jr., filed herewith.
10.30 Change in Control Agreement, entered into January 2, 2002 between the Company and
James D. Coleman, filed herewith.
13.1 Company's 2001 Annual Report to Shareholders, filed herewith.
21.1 List of subsidiaries of the Company, filed as Exhibit 21.1 to the S-1 and
incorporated herein by reference thereto. *
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
* Incorporated by reference.
21