UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): January 8, 2010
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (412) 820-1400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Item 8.01 Other Events
Tollgrade Communications, Inc. (the Company) currently plans to hold its 2010 Annual Meeting of
Shareholders (the 2010 Annual Meeting) on May 20, 2010. The date of the 2010 Annual Meeting will
occur more than thirty (30) days before the anniversary of the Companys 2009 Annual Meeting of
Shareholders. As a result, the Company has set new deadlines for the receipt of any shareholder
Rule 14a-8 Shareholder Proposal Deadline
For shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act to be presented
at our 2010 Annual Meeting and included in the Companys proxy statement, such proposals must be
submitted and received by the Secretary of Tollgrade at our principal offices, Tollgrade
Communications, Inc., 493 Nixon Road, Cheswick, Pennsylvania 15024, by the close of business on
January 20, 2010, which we believe is a reasonable time before we will begin to print and send our
proxy materials. Such proposals will need to comply with the rules of the Securities and Exchange
Commission regarding the inclusion of shareholder proposals in the Companys proxy statement, and
may be omitted if not in compliance with applicable requirements.
Timely Notice under Rule 14a-4(c)
If a shareholder wishes to submit a proposal outside of Rule 14a-8, which is not intended to be
included in the Companys proxy statement, in order for such proposal to be considered timely for
the purposes of Rule 14a-4(c) under the Exchange Act (relating to the circumstances under which a
proxy may confer discretionary authority to vote on certain matters), the proposal must be received
at the above address not later than February 19, 2010, which we believe is a reasonable time before
we will begin to send our proxy materials for the 2010 Annual Meeting.
Bylaws Advance Notice Deadline
Section 3.17 of our Bylaws requires that any shareholder intending to present a proposal for action
at an annual meeting which is not intended to be included in our proxy statement must give written
notice of the proposal to the Secretary of Tollgrade, within the timeframe and containing the
information specified in Section 3.17.
If the annual meeting is to be held on a date that is more than thirty (30) days before the
anniversary of the prior years annual meeting, Section 3.17 of our Bylaws provides that in order
to be timely, a shareholders notice of its proposal must be delivered to the Secretary during the
period of time between the close of business on the 120th day prior to the annual
meeting and the close of business on the 90th day prior to the annual meeting.
Our 2010 Annual Meeting will be held on May 20, 2010, which will occur more than thirty (30) days
before the anniversary of our 2009 Annual Meeting. Accordingly, any shareholder intending to
present a proposal for action at our 2010 Annual Meeting which is not intended to be included in
our proxy statement must provide notice of its proposal to the Secretary during the period of time
between the close of business on January 20, 2010 and the close of business on February 19, 2010.
Shareholders are advised to review our Bylaws for a complete discussion of the requirements that
must be met by a shareholder intending to present a proposal at an annual meeting.