Attached files
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EX-99.1 - EX-99.1 - TOLLGRADE COMMUNICATIONS INC \PA\ | l42520exv99w1.htm |
EX-99.2 - EX-99.2 - TOLLGRADE COMMUNICATIONS INC \PA\ | l42520exv99w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 27, 2011
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Pennsylvania | 000-27312 | 25-1537134 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3120 Unionville Road, Suite 400 | ||
Cranberry Township, Pennsylvania | 16066 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (724) 720-1400
(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 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events. | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EX-99.1 | ||||||||
EX-99.2 |
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Item 8.01. | Other Events. |
As previously disclosed, Tollgrade Communications, Inc. (Tollgrade, we or the Company)
entered into an Agreement and Plan of Merger, dated as of February 21, 2011 (the Merger
Agreement), with Talon Holdings, Inc. (Parent) and Talon Merger Sub, Inc. (Merger Sub), a
wholly-owned subsidiary of Parent, pursuant to which Merger Sub is to be merged with and into the
Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent upon
completion of the merger. Parent is owned by investment funds managed by Golden Gate Private
Equity, Inc. On April 1, 2011, we filed a definitive proxy statement describing the proposed
merger with the Securities and Exchange Commission.
Four purported class action lawsuits have been filed against the Company, the Companys
directors, and in some cases, Parent, Merger Sub and Golden Gate Capital in connection with the
proposed merger: Steven Tencza vs. Edward H. Kennedy, et al. (Case No. GD-11-003755 (Derivative)
and Case No. GD-11-006284 (Class Action)) and Vladimir Gusinsky Revocable Trust vs. Edward H.
Kennedy, et al. (Case No. GD-11-003908 (Derivative) and Case No. GD-11-006285 (Class Action)),
which were filed on February 24, 2011 and on March 1, 2011, respectively, in the Court of Common
Pleas of Allegheny County, Pennsylvania; Equity Benefit Partners vs. Edward H. Kennedy, et al.
(Case No. 11-10364), filed in the Court of Common Pleas of Butler County, Pennsylvania on March 18,
2011, and Margaret W. Crouthamel vs. Edward H. Kennedy, et al., filed in the U.S. District Court
for the Western District of Pennsylvania (Case No. 2:11-cv-00403-RCM) on March 28, 2011. On April
5, 2011, the Tencza and Vladimir Gusinsky Revocable Trust cases were consolidated at In re
Tollgrade Communications, Inc. Derivative and Class Action Litigation, Consolidated Case No.
GD-11-003755. On April 19, 2011, the Vladimir Gusinsky Revocable Trust case was severed and
voluntarily dismissed by the plaintiff with the courts approval. On April 27, 2011, we and the
plaintiffs in Tencza and Equity Benefit Partners reached an agreement in principle providing for
the settlement and dismissal of their lawsuits. Pursuant to that agreement, we agreed to make
certain supplemental disclosures regarding the proposed merger and filed a supplement (the
supplement) to our definitive proxy statement on April 27, 2011.
A copy of the supplement to our definitive proxy statement is attached as Exhibit 99.1 to this
Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of
the settlement of the Tencza and Equity Benefit Partners lawsuits is qualified in its entirety by
reference to the summary thereof set forth in the supplement.
Additional Information and Where to Find It
In connection with the proposed merger, the Company filed its definitive proxy statement and a
form of proxy on Schedule 14A on April 1, 2011 and other related materials with the SEC. The
definitive proxy statement and proxy were first mailed to shareholders of the Company on or about
April 4, 2011. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS SHAREHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME
AVAILABLE) AND ALL OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN)
IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED
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MATTERS. Investors and shareholders of the Company will be able to obtain, without charge, a copy
of the proxy statement, the supplement and other relevant documents filed with the SEC from the
SECs website at http://www.sec.gov. Investors and shareholders of the Company will also
be able to obtain, without charge, a copy of the proxy statement, the supplement and other relevant
documents (when available) by directing a request by mail or telephone to Tollgrade Communications,
Inc. Attn: Corporate Secretary, 3120 Unionville Road, Suite 400, Cranberry Township, PA 16066,
telephone: (724) 720-1400, or from the Companys website, http://www.tollgrade.com.
The Company and its directors and officers may be deemed to be participants in the
solicitation of proxies from the Companys shareholders with respect to the proposed merger.
Information about the Companys directors and executive officers and their ownership of the
Companys common stock is set forth in the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2010, which was filed with the SEC on March 10, 2011, in the definitive proxy
statement relating to the proposed merger, and in other filings with the SEC made by the Company.
Shareholders may obtain additional information regarding the interests of the Company and its
directors and executive officers in the proposed merger, which may be different than those of the
Companys shareholders generally, by reading the proxy statement and other relevant documents
regarding the proposed merger.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit 99.1 Proxy Statement Supplement, dated April 27, 2011.
Exhibit 99.2 Press Release, dated April 27, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tollgrade Communications, Inc. | ||||
Date: April 27, 2011
|
By: | /s/ Jennifer M. Reinke | ||
Name: | Jennifer M. Reinke | |||
Title: | General Counsel and Secretary |
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