-----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, VrXNHo8XKx6N9NeWruQ8e9/j0mupGjCBx2dlY35FqiZ0bkeV9B50eZzWgJCCXpqE NriXHi/kR1TFlqdnazideQ== 0000950128-00-000408.txt : 20000214 0000950128-00-000408.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950128-00-000408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27312 FILM NUMBER: 535072 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 8-K 1 TOLLGRADE COMMUNICATIONS, INC. 1 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) - February 10, 2000 TOLLGRADE COMMUNICATIONS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-27312 25-1537134 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 493 NIXON ROAD CHESWICK, PENNSYLVANIA 15024 --------------------------------------------------- (Address of Principal Executive Offices) (Zip code) (724) 274-2156 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 ITEM 5. OTHER EVENTS By release dated February 10, 2000, Tollgrade Communications, Inc. announced a 2 for 1 stock split of its outstanding shares of common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description - ------- ----------- 99.1 Tollgrade Communications, Inc. Press Release, dated February 10, 2000 announcing the matter referenced in Item 5 above. SIGNATURES 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: February 10, 2000 By: /s/ Christian L. Allison --------------------------- Christian L. Allison Chief Executive Officer 3 EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K) Exhibit Number Description and Method of Filing - ------- -------------------------------- 99.1 Press Release dated February 10, 2000, filed herewith. EX-99.1 2 PRESS RELEASE DATED FEBRUARY 10, 2000 1 TOOLGRADE(R) TOOLGRADE COMMUNICATIONS, INC. Network Assurance Simplified. 493 Nixon Road/Cheswick, PA 15024 www.tollgrade.com CORPORATE COMMUNICATIONS Contact: Tim O'Brien 412/820-1347 tobrien@tollgrade.com TOLLGRADE COMMUNICATIONS, INC. ANNOUNCES TWO-FOR-ONE STOCK SPLIT CHESWICK, PA -- FEBRUARY 10, 2000 -- Tollgrade Communications, Inc. (NASDAQ: TLGD) today announced that its board of directors has approved a two-for-one stock split of the company's common stock. Payable in the form of a 100 percent stock dividend, all shareholders of record at the close of business on February 28, 2000 will receive one additional share of common stock for each share owned at that time. The additional shares will be distributed to shareholders on or about March 20, 2000. As of December 31, 1999, the company had issued and outstanding approximately 6.1 million shares of common stock. Upon completion of the stock split, Tollgrade's issued and outstanding common stock will increase to approximately 12.7 million shares. The company reported on January 26 that it had completed a record fourth quarter and a record 1999 in terms of both earnings and revenues. For 1999, earnings were $1.78 per share, and revenues were $61.1 million. Statements included here, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation, statements as to management's beliefs, strategies, plans, expectations or opinions in connection with company performance, which are based on a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. In addition, this statement as well as other forward-looking statements that may be included here, must be qualified by important factors that could cause actual earnings and other results to differ materially from those achieved in the past or those expected by the company. These include: rapid technological change along with the need to continually develop new products; the company's focus on a relatively narrow range of products; competition; the company's dependence on key employees; difficulties in managing the company's growth; the company's dependence upon certain customers and certain suppliers; the company's dependence upon proprietary rights; risks of third party claims of infringement; and government regulation. (MORE) 2 ABOUT TOLLGRADE Tollgrade Communications, Inc., designs, engineers, markets and supports test system, test access and status monitoring products for the telecommunications and cable television industries. Test systems focus on helping local exchange carriers conduct the full range of fault diagnosis, along with the ability to qualify, deploy and maintain next generation services that include Digital Subscriber Line (DSL) service and Integrated Services Digital Network (ISDN) service. Tollgrade, which is headquartered in Cheswick, Pa., a suburb of Pittsburgh, employs more than 280 people and recorded 1999 revenues of $61.1 million. The company maintains a presence in regions across the United States and in the United Kingdom. Tollgrade's World Wide Web address is www.tollgrade.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----