Attached files
file | filename |
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EX-3.2 - EXHIBIT 3.2 - ULTICOM INC | c09367exv3w2.htm |
EX-3.1 - EXHIBIT 3.1 - ULTICOM INC | c09367exv3w1.htm |
EX-10.4 - EXHIBIT 10.4 - ULTICOM INC | c09367exv10w4.htm |
EX-99.1 - EXHIBIT 99.1 - ULTICOM INC | c09367exv99w1.htm |
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2010
ULTICOM, INC.
(Exact name of registrant as specified in its charter)
New Jersey | 0-30121 | 22-2050748 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1020 Briggs Road Mount Laurel, New Jersey |
08054 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (856) 787-2700
Not
Applicable |
(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 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| the Tax Sharing Agreement, dated December 21, 1999, pursuant to which the Company and Comverse allocated between Comverse and Ulticom their consolidated federal income tax liability for taxable years and certain related matters and pursuant to which the Company paid Comverse an amount equal to its separate tax liability during years in which Comverse filed a consolidated federal income tax return which included Ulticom (the foregoing description is qualified in its entirety by reference to the Tax Sharing Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference); |
| the Registration Rights Agreement, dated as of January 1, 2000, pursuant to which the Company granted to Comverse certain registration rights with respect to Ulticoms common stock (the Common Stock), including rights to register for sale shares of Common Stock that are or have been acquired by directors, officers and employees of Comverse upon the exercise of options granted to them by Comverse, and agreed to indemnify Comverse, its directors, officers and employees against liabilities that may result from their sale of Common Stock, including Securities Act liabilities (the foregoing description is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference); and |
| the Business Opportunities Agreement, dated as of January 1, 1999, pursuant to which Comverse and Ulticom allocated between Comverse and Ulticom opportunities to pursue transactions or matters that, absent such allocation, could constitute corporate opportunities of both companies, and Comverse agreed to indemnify Comverse and its directors and officers against any liabilities arising out of any claim that any provision of the agreement or the failure to offer any business opportunity to the Company violates or breaches any duty that may be owed to the Company by Comverse or any of its directors or officers (the foregoing description is qualified in its entirety by reference to the Business Opportunities Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference). |
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Proposal 1 |
9,674,398 | 1,005,019 | 254 | 0 | ||||||||||||
Proposal 2 |
9,611,181 | 1,068,224 | 268 | 0 |
Dated: December 3, 2010 | ULTICOM, INC. |
|||
By: | /s/ Shawn Osborne | |||
Name: | Shawn K. Osborne | |||
Title: | President and Chief Executive Officer |
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of October 12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on October 13, 2010). | |
3.1
|
Restated Certificate of Incorporation | |
3.2
|
Bylaws | |
10.1
|
Federal Income Tax Sharing Agreement, dated as of December 21, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Companys Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000). | |
10.2
|
Registration Rights Agreement, dated as of January 1, 2000, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Companys Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000). | |
10.3
|
Business Opportunities Agreement, dated as of January 1, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Companys Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000) | |
10.4
|
Termination Agreement, dated as of December 3, 2010, by and between Ulticom, Inc. and Comverse Technology, Inc. | |
10.5
|
Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on October 13, 2010). | |
99.1
|
Press Release, dated December 2, 2010 |