-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcNJ0TCpecIVh7zgXaOIqY8nHsW+k/7+7FfW9qnZlLAatR3pqNwWvdCLibFJxfAd KBjjuA3ygTSR3ALwFw1MAQ== 0000921895-09-001854.txt : 20090708 0000921895-09-001854.hdr.sgml : 20090708 20090708171010 ACCESSION NUMBER: 0000921895-09-001854 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090210 FILED AS OF DATE: 20090708 DATE AS OF CHANGE: 20090708 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TOLLGRADE COMMUNICATIONS INC \PA\ CENTRAL INDEX KEY: 0001002531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 251537134 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MEYERCORD EDWARD CENTRAL INDEX KEY: 0001179945 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27312 FILM NUMBER: 09935548 MAIL ADDRESS: STREET 1: C/O TALK AMERICA HOLDINGS INC STREET 2: 12020 SUNRISE VALLEY DR, STE. 1500 CITY: RESTON STATE: VA ZIP: 20191 3 1 mey187.xml X0203 3 2009-02-10 0 0001002531 TOLLGRADE COMMUNICATIONS INC \PA\ TLGD 0001179945 MEYERCORD EDWARD 305 DRAKES CORNER ROAD PRINCETON NJ 08540 0 0 0 1 See Explanation of Responses Common Stock, par value $0.20 0 D The Reporting Person is a member of a Section 13(d) group with respect to the securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities beneficially owned by the other members of the group except to the extent of his pecuniary interest therein. By: /s/ Owen S. Littman, as Attorney in Fact for Edward B. Meyercord, III 2009-07-08 EX-24 2 ex24106297mey.htm Unassociated Document
Exhibit 24
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Tollgrade Communications, Inc. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2009 annual meeting of shareholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1. executing for and on behalf of the undersigned any amendments to that certain Schedule 13D dated June 9, 2008, as amended thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
4. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of June 2009.
 

/s/ Edward B. Meyercord, III
EDWARD B. MEYERCORD, III

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