-----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, SCQZXlRMWty3vKtcxrz2ZWT3PVVwWkB/juQRh/WPA0A0osEtSjSJoBYkXVbYtZO9 xnFqdiAB7EeW5sQswwRjdw== 0000950128-99-000868.txt : 19990719 0000950128-99-000868.hdr.sgml : 19990719 ACCESSION NUMBER: 0000950128-99-000868 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990716 EFFECTIVENESS DATE: 19990716 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: S-8 POS SEC ACT: SEC FILE NUMBER: 333-52907 FILM NUMBER: 99665557 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 S-8 POS 1 TOLLGRADE COMMUNICATIONS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999 REGISTRATION NO. 333-52907 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- TOLLGRADE COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1537134 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 493 NIXON ROAD CHESWICK, PENNSYLVANIA 15024 724-274-2156 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) TOLLGRADE COMMUNICATIONS, INC. 1998 EMPLOYEE INCENTIVE COMPENSATION PLAN ----------------------------------------- CHRISTIAN L. ALLISON CHIEF EXECUTIVE OFFICER TOLLGRADE COMMUNICATIONS, INC. 493 NIXON ROAD CHESWICK, PENNSYLVANIA 15024 724-274-2156 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: PASQUALE D. GENTILE, JR., ESQ. REED SMITH SHAW & MCCLAY LLP 435 SIXTH AVENUE PITTSBURGH, PA 15219 412-288-4112 ---------- 2 EXPLANATORY STATEMENT A total of 600,000 shares of common stock of Tollgrade Communications, Inc. (the "Company") were registered by Registration Statement on Form S-8, File No. 333-52907, to be issued in connection with the Tollgrade Communications, Inc. 1998 Employee Incentive Plan (the "1998 Plan"). On May 6, 1999, the shareholders approved an increase of 230,000 shares issuable under the Tollgrade Communications, Inc. 1995 Long-Term Incentive Compensation Plan (the "1995 Plan") and a corresponding decrease of 230,000 shares issuable under the 1998 Plan, which shares were registered in connection with the 1998 Plan but have not been issued under the 1998 Plan. Pursuant to Instruction E to Form S-8 and the telephonic interpretations of the Securities and Exchange Commission set forth at questions 89 and 90 of the "Securities Act Forms" section of the Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (July 1997), the 230,000 shares are transferred over to, and deemed covered by, the registration statement on Form S-8 filed on or about the date hereof in connection with the 1995 Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registration Statement on Form S-8, File No. 333-52907 is incorporated by reference herein. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July 15, 1999. TOLLGRADE COMMUNICATIONS, INC. By /s/Christian L. Allison ---------------------------- Christian L. Allison Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 15, 1999. KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Christian L. Allison and Sara Antol, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE /s/Christian L. Allison Chairman of the Board and Chief ---------------------------- Executive Officer Christian L. Allison (Principal Executive Officer) /s/James J. Barnes Director ---------------------------- James J. Barnes /s/Daniel P. Barry Director ---------------------------- Daniel P. Barry /s/Rocco L. Flaminio Director, Vice Chairman ---------------------------- and Chief Technology Officer Rocco L. Flaminio /s/Richard H. Heibel Director ---------------------------- Richard H. Heibel, M.D. /s/Robert W. Kampmeinert Director ---------------------------- Robert W. Kampmeinert /s/David S. Egan Director ---------------------------- David S. Egan II-2 4 /s/Samuel C. Knoch Chief Financial Officer ---------------------------- (Principal Financial Officer) Samuel C. Knoch /s/Bradley N. Dinger Controller ---------------------------- (Principal Accounting Officer) Bradley N. Dinger II-3 -----END PRIVACY-ENHANCED MESSAGE-----