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 8, 2010

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.

(b)

Effective June 8, 2010, Joseph A. Ferrara left the Company’s employ as Chief Executive Officer and President and resigned as a director of Tollgrade Communications, Inc. (the “Company”) and its subsidiaries.

(c)

Effective June 8, 2010, Edward H. Kennedy, 55, was appointed as Chief Executive Officer and President of the Company. Mr. Kennedy has served on the Company’s Board of Directors since June 2009, and was elected Chairman of the Board in March 2010. In connection with his appointment as Chief Executive Officer and President, Mr. Kennedy will receive an annual base salary of $350,000 and will be eligible to participate in the Company’s other compensation and benefit plans available to executives and employees generally. The terms of Mr. Kennedy’s employment are intended to be documented in an agreement between the Company and Mr. Kennedy, which has not been completed as of the date of this filing. The Company will file an amendment to this report on Form 8-K following the completion of Mr. Kennedy’s agreement.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the Company’s press release announcing the appointment of Mr. Kennedy as Chief Executive Officer and President is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 7.01.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1 Press release dated June 8, 2010 announcing the appointment of Edward H. Kennedy as Chief Executive Officer and President.

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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 COMMUNCIATIONS, INC.
Dated: June 11, 2010	By:	/s/ Jennifer M. Reinke
		Jennifer M. Reinke
		General Counsel

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EXHIBIT INDEX

99.1 Press release dated June 8, 2010 announcing the appointment of Edward H. Kennedy as Chief Executive Officer and President.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Barb Beck/ Office: 412-820-1334/ bbeck@tollgrade.com

EDWARD H. KENNEDY APPOINTED TOLLGRADE CEO

A PROVEN LEADER, KENNEDY BRINGS SUCCESSFUL TRACK RECORD TO TOLLGRADE HELM

PITTSBURGH, PA June 8, 2010 — Tollgrade Communications, Inc. (NASDAQ: TLGD), a leading supplier of network service assurance test products and solutions, announced today that Edward H. Kennedy, 55, has been appointed Chief Executive Officer and President. Mr. Kennedy has served on Tollgrade’s Board of Directors since June 2009 and was elected Chairman of the Board in March 2010. Mr. Kennedy will continue to serve as Tollgrade’s Chairman.

Mr. Kennedy is an experienced chief executive with a successful track record of creating value at companies in the communications equipment industry. He was recently Chairman, CEO and President of Rivulet Communications, Inc., a video networking equipment company. Previously, Mr. Kennedy held executive positions in leading telecom companies such as Tellabs, as President, and Ocular Networks, as CEO and President, as well as other executive-level positions at Alcatel and Newbridge Networks.

Mr. Kennedy succeeds Joseph Ferrara as the Company’s chief executive, a position he had held since November 2007. Mr. Ferrara has left the Company to pursue other opportunities.

“We appreciate the contributions that Joe made during his tenure at Tollgrade and wish him well in his future endeavors,” said Mr. Kennedy. He added, “I am honored and excited to lead Tollgrade at this important time in its evolution. With our strong customer relationships, well-established technology, and unique value proposition in the markets that we serve, we are steadfastly committed to delivering value to our customers and to our shareholders.”

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 next generation network assurance technologies. Tollgrade’s customers range from the top telecom providers, to numerous independent telecom and broadband providers around the world. Tollgrade’s network testing, measurement and monitoring solutions support the infrastructure of telecom companies and power distribution companies. For more information, visit Tollgrade’s web site at www.tollgrade.com.