8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 23, 2009

TOLLGRADE COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction
of Incorporation) 000-27312
(Commission
File Number) 25-1537134
(IRS Employer
Identification Number)

493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (412) 820-1400

N/A
(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On June 23, 2009, the Board of Directors of Tollgrade Communications, Inc. (the “Company”) voted to increase the size of the Board of Directors from seven to eight members and unanimously appointed Edward H. Kennedy to fill the newly-created vacancy. Under the terms of the Company’s Amended and Restated Articles of Incorporation (“Articles”), any increase in the number of directors must be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. Accordingly, the Board determined to appoint Mr. Kennedy to the class whose term expires at the 2010 Annual Meeting of Shareholders. Pursuant to the terms of an amendment to the Articles approved by our shareholders at the 2007 Annual Meeting of Shareholders, the classification of our Board of Directors is in the process of being phased out. Beginning with the 2010 Annual Meeting of Shareholders all directors will be elected annually.

     At the time of his appointment to the Board of Directors, Mr. Kennedy was not appointed to any committees of the Board.

     Mr. Kennedy qualifies as an “independent director” as that term is defined by Rule 4200 of the Nasdaq listing standards. With Mr. Kennedy’s appointment, the number of independent directors on the Board has been increased from six to seven. The only member of the Board who is not independent is Joseph A. Ferrara, the Company’s Chairman, President and Chief Executive Officer.

     Mr. Kennedy was promised a grant, to be made at the next regularly scheduled meeting of the Compensation Committee, of 35,000 non-qualified stock options under the Company’s 2006 Long-Term Incentive Compensation Plan. Otherwise, Mr. Kennedy will be entitled to receive fees for his service in accordance with the programs made available to the Company’s outside directors.

     The Company issued a press release dated June 24, 2009 announcing the appointment of Mr. Kennedy to the Board. A copy of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following have been filed as an exhibit to this Form 8-K:

Exhibit Number	Description
99.1*	Press Release dated June 24, 2009

* Exhibit 99.1 furnished with this Current Report on Form 8-K shall not be deemed “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.

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.

Dated: June 24, 2009	TOLLGRADE COMMUNICATIONS, INC.
	By:	/s/ Sara M. Antol
		Sara M. Antol
		Secretary

INDEX TO EXHIBITS

Exhibit Number		Description
	99.1	Press Release dated June 24, 2009

EX-99.1

Exhibit 99.1

  NEWS RELEASE  

Contact: Bob Butter, Communications / Office: 412-820-1347/ bbutter@tollgrade.com

Tollgrade Appoints Telecom Industry Veteran Edward H. Kennedy to its Board of Directors

Appointment Enhances Board’s Independence and Industry Expertise

PITTSBURGH, June 24, 2009 — Tollgrade Communications, Inc. (NASDAQ: TLGD), a leading provider of network service assurance to the telecommunications industry, today announced that veteran telecom executive Edward H. Kennedy has been appointed by the Tollgrade Board as its newest independent director. The addition of Mr. Kennedy, approved unanimously by the Company’s Board of Directors, expands the Tollgrade Board to eight members, with seven independent directors. His appointment is effective immediately for a term expiring at the 2010 Annual Meeting of Shareholders.

Mr. Kennedy has more than 25 years of global executive experience in the telecommunications industry and has served as a director on various telecom company boards. He is recognized in the Washington, DC-area technology community as a visionary leader who has successfully founded and operated several leading-edge firms. Currently, Mr. Kennedy is CEO, President and Chairman of Rivulet Communications, Inc., a leading edge medical video networking company that enables medical, government and enterprise customers to effectively transport high-bandwidth, mission-critical and real-time applications over existing IP networks.

He is perhaps best known as the CEO, President and Co-Founder of Ocular Networks, Inc., a provider of next generation optical networking technologies, a company that was acquired by Tellabs, Inc. in 2002 for $355 million, and was acknowledged by several trade organizations as one of the most successful deals that year. Following this successful company sale within two years from its inception, Mr. Kennedy joined Tellabs and served as President of Tellabs $600 million North American business division and Executive Vice President of Tellabs until 2004. He held various executive positions at leading telecom equipment companies, including Alcatel and Newbridge Networks Corporation. Most recently, he worked in an advisory role with Columbia Capital, a premier venture capital investment firm.

Mr. Kennedy also currently serves on the boards of Hatteras Networks, Inc. and Imagine Communications, Inc. He previously served on the board of Visual Networks, a publicly-traded, Nasdaq-listed company until its acquisition by Fluke Networks, a division of Danaher Corporation. He holds a Bachelor of Science degree in electrical engineering from Virginia Polytechnic Institute and State University.

(more)

TOLLGRADE COMMUNICATIONS, INC.
493 Nixon Road / Cheswick, PA 15024
412-820-1400 / 800-878-3399 / Fax: 412-820-1530 / Telco Support: 800-777-5405
www.tollgrade.com

“The addition of Edward Kennedy to the Tollgrade Board reflects our Board’s commitment to enhancing our telecom industry expertise and the role of independent directors on our Board,” said Robert W. Kampmeinert, independent lead director of Tollgrade’s Board. “This appointment demonstrates our commitment to enhancing our Board composition with highly qualified, experienced, and independent candidates that are committed to acting in the best interests of all shareholders.”

“As a highly regarded and very experienced executive in the telecom sector, Mr. Kennedy is uniquely qualified to serve on our Board,” said Joseph Ferrara, Tollgrade’s Chairman, President and CEO. We expect him to be a tremendous resource to Tollgrade as we continue the transformation of Tollgrade and position the Company for long-term growth, a return to profitability and increasing value for investors,” added Ferrara.

Mr. Kennedy’s appointment to the Tollgrade Board marks another milestone achieved in the execution of a comprehensive strategic plan to transform the Company and position it for sustainable growth. In 2008, the Board retained the investment banking firm of Needham & Company to help evaluate a range of strategic alternatives to enhance shareholder value. As part of this process, the Board was also unanimous in its view that Tollgrade would benefit from the addition of independent directors with deep experience in the telecom sector. The Board retained CT Partners, a nationally-recognized executive search firm, to assist in identifying candidates. Mr. Kennedy is the first candidate selected through this process to join the Board, and the Company anticipates adding additional expertise to the Board in the future.

Also from this process, the Board developed a comprehensive strategic plan to refocus Tollgrade’s business by emphasizing its service assurance offerings to the telecom market and has already executed on a number of fronts to enhance shareholder value, including selling off non-core assets such as the Company’s cable product line in May 2009 as it did not support the refocused growth strategy. Other results from refocusing efforts to date include: bolstering cash reserves, streamlining operations and reducing corporate overhead, winning a new major multiyear managed services contract, and making key management changes to strengthen the leadership and functional expertise needed to executive the Company’s growth strategy.

About Tollgrade

Tollgrade Communications, Inc. is a leading provider of network service assurance products and services for centralized test systems around the world. Tollgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies. Tollgrade’s customers range from the top telecom and cable providers, to numerous independent telecom, cable and broadband providers around the world. Tollgrade’s network testing, measurement and monitoring solutions support the infrastructure of cable and telecom companies, as well as for power distribution companies. For more information, visit Tollgrade’s web site at www.tollgrade.com.

Important Information

In connection with the solicitation of proxies, Tollgrade Communications, Inc. has filed with the SEC and mailed to shareholders on or about June 22, 2009 a definitive proxy statement in connection with its 2009 Annual Meeting of Shareholders. Tollgrade, its directors, nominees for director and certain officers, employees and other persons are deemed to be participants in

Page 2 of 3

the solicitation of proxies from shareholders in connection with the 2009 Annual Meeting of Shareholders. Information regarding the interests of such participants is included in the definitive proxy statement and other relevant documents filed and to be filed by Tollgrade with the SEC in connection with the proxy solicitation. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TOLLGRADE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain, free of charge, copies of the definitive proxy statement and any other documents filed by Tollgrade with the SEC in connection with the proxy solicitation at the SEC’s website at http://www.sec.gov and Tollgrade’s website at http://www.tollgrade.com

Forward-Looking Statements

The foregoing release contains “forward-looking statements” regarding future events or results 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. The Company cautions readers that such “forward-looking statements” are, in fact, predictions that are subject to risks and uncertainties and that actual events or results may differ materially from those anticipated events or results expressed or implied by such forward-looking statements. The Company disclaims any current intention to update its “forward-looking statements,” and the estimates and assumptions within them, at any time or for any reason. Any number of factors that could cause actual events or results to differ materially from those contained in the “forward-looking statements” is included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, the Company’s Form 10-K for the year ended December 31, 2008 and any subsequently filed reports. All documents are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or from the Company’s website at www.tollgrade.com.

# # # #

Page 3 of 3