-----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, LFGUAIq/BcJODqsqrjE16eTrii6reY7PCjsJZDB+uoqUwjcraQJzOcND4jv3qnRh A71t8blLkfxoT+6m0ra/TA== 0000950152-02-005644.txt : 20020723 0000950152-02-005644.hdr.sgml : 20020723 20020723160544 ACCESSION NUMBER: 0000950152-02-005644 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020723 EFFECTIVENESS DATE: 20020723 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-96965 FILM NUMBER: 02708878 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 S-8 1 j9550401sv8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2002 REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- 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 412-820-1400 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) ------------- 1995 LONG-TERM INCENTIVE COMPENSATION PLAN CHRISTIAN L. ALLISON CHIEF EXECUTIVE OFFICER TOLLGRADE COMMUNICATIONS, INC. 493 NIXON ROAD CHESWICK, PENNSYLVANIA 15024 412-820-1400 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) Copy to: JEFFREY G. AROMATORIO, ESQ. REED SMITH LLP 435 SIXTH AVENUE PITTSBURGH, PENNSYLVANIA 15219 412-288-3364 -------------
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Amount of Securities to be Amount to be Maximum Offering Maximum Aggregate Registration Registered Registered(1) Price per share Offering Price Fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock, 200,000 $15.835(2) $3,167,000 $291.36 $.20 par value - ---------------------------------------------------------------------------------------------------------------------------
- -------- 1 Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Tollgrade Communications, Inc. 1995 Long-Term Incentive Compensation Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. 2 Estimated solely for the purposes of calculating the amount of the registration fee. Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering price for shares which may be issued but are not subject to outstanding stock options is based on the average of the high and low sales prices of the Common Stock as reported by the NASDAQ National Market Issues listing for July 18, 2002 as quoted in The Wall Street Journal. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. This Form S-8 Registration Statement is being filed pursuant to paragraph E of the general instructions to Form S-8 to register an additional 200,000 shares of Common Stock, par value $.20 per share, being offered under the Tollgrade Communications, Inc. (the "Company") 1995 Long-Term Incentive Compensation Plan (the "1995 Plan"). The contents of the Company's initial Form S-8 Registration Statement with respect to the 1995 Plan, File No. 333-04290, which was filed with the Securities and Exchange Commission on May 1, 1996, the Post-Effective Amendment No. 1 to Form S-8 Registration Statement with respect to the 1995 Plan, File No. 333-04290, which was filed with the Securities and Exchange Commission on July 18, 1997, the Form S-8 Registration Statement with respect to the 1995 Plan, File No. 333-83007, which was filed with the Securities and Exchange Commission on July 16, 1999, and the Form S-8 Registration Statement with respect to the 1995 Plan, File No. 333-65502, which was filed with the Securities and Exchange Commission on July 20, 2001, are hereby incorporated by reference to this Form S-8 Registration Statement, except to the extent modified below. ITEM 8. EXHIBITS. Exhibit No. ----------- 4.1 Amended and Restated Articles of Incorporation of the Company, as amended through May 6, 1998 (conformed copy). 5.1 Opinion of Reed Smith LLP regarding legality of shares of the Company's Common Stock being registered. 15.1 Letter re unaudited interim financial information. 23.1 Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants. 24.1 Powers of Attorney. 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 Borough of Cheswick, Commonwealth of Pennsylvania, on July 18, 2002. TOLLGRADE COMMUNICATIONS, INC. By: /s/ Christian L. Allison ------------------------------------- Christian L. Allison Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Christian L. Allison and Sara M. 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. 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 18, 2002. SIGNATURE TITLE - --------- ----- /s/ Christian L. Allison Director, Chairman of the Board, - --------------------------------- 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 M. Heibel Director - --------------------------------- Richard M. Heibel, M.D. /s/ Robert W. Kampmeinert Director - --------------------------------- Robert W. Kampmeinert -2- SIGNATURE TITLE - --------- ----- /s/ David S. Egan Director - --------------------------------- David S. Egan /s/ Samuel C. Knoch Chief Financial Officer - --------------------------------- and Treasurer Samuel C. Knoch (Principal Financial Officer) /s/ Charles J. Shearer Controller - --------------------------------- (Principal Accounting Officer) Charles J. Shearer -3- EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K) Exhibit No. Description and Method of Filing Sequential Page ----------- -------------------------------- --------------- 4.1 Amended and Restated Articles of Incorporation of the Company, as amended through May 6, 1998 (conformed copy), filed as Exhibit 3.1 to the Annual Report of Tollgrade Communications, Inc. on Form 10-K for the year ended December 31, 1998. 5.1 Opinion of Reed Smith LLP regarding legality of shares of the Company's Common Stock being registered, filed herewith. 6 15.1 Letter regarding unaudited financial information, filed herewith. 7 23.1 Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants, filed herewith. 8 24.1 Powers of Attorney (filed herewith as part of the signature pages). -4- EX-5.1 3 j9550401exv5w1.txt OPINION OF REED SMITH LLP Exhibit 5.1 July 22, 2002 Tollgrade Communications, Inc. 493 Nixon Road Cheswick, PA 15024 RE: Registration Statement on Form S-8 for Tollgrade Communications, Inc. 1995 Long-Term Incentive Compensation Plan --------------------------------------------------------------------- Gentlemen: We have acted as counsel to Tollgrade Communications, Inc., a Pennsylvania corporation (the "Company"), in connection with the above-captioned Registration Statement (the "Registration Statement") relating to 200,000 shares of Common Stock, par value $.20 per share, of the Company (the "Common Stock") which may be purchased by certain employees or non-employee directors of the Company pursuant to stock options granted under the 1995 Long-Term Incentive Compensation Plan (the "1995 Plan"). In rendering our opinion below, we have assumed that any previously issued shares reacquired by the Company and delivered under the Options will have been duly authorized, validly issued and fully paid at the time of their original issuance. In connection with this opinion, we have examined, among other things: (1) the Articles of Incorporation of the Company, as amended to date; (2) actions taken by the Board of Directors of the Company on January 24, 2002, authorizing the issuance of an additional 200,000 shares of Common Stock under the 1995 Plan and reserving 200,000 shares of Common Stock for such purpose; (3) actions taken by the shareholders of the Company on May 7, 2002 approving the issuance of an additional 200,000 shares under the 1995 Plan; and (4) the 1995 Plan as currently in effect. Based upon the foregoing and upon an examination of such other documents, corporate proceedings, statutes, decisions and questions of law as we considered necessary in order to enable us to furnish this opinion, and subject to the assumption set forth above, we are pleased to advise you that in our opinion the 200,000 shares of Common Stock being registered and which may be issued by the Company pursuant to the provisions of the 1995 Plan have been duly authorized, and upon such issuance such shares will, when sold, be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have not examined the laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America and the foregoing opinion is limited to such laws. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption "Legal Opinion." In giving such consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Yours truly, REED SMITH LLP EX-15.1 4 j9550401exv15w1.txt LETTER RE UNAUDITED FINANCIAL INFORMATION Exhibit 15.1 July 22, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Tollgrade Communications, Inc. and subsidiaries Form S-8 (Registration No. 333-4290 and Registration No. 333-83007) 1995 Long-Term Incentive Compensation Plan and Individual Stock Options Granted to Certain Directors and Employees Prior to the Adoption of the Plan. Commissioners: We are aware that our report dated April 10, 2002, on our review of interim financial information of Tollgrade Communications, Inc. and subsidiaries as of and for the three month period ended March 31, 2002 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the registration statements referred to above. Very truly yours, /s/ PricewaterhouseCoopers LLP EX-23.2 5 j9550401exv23w2.txt CONSENT OF PRICEWATERHOUSE COOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 2002, which appears in the 2001 Annual Report to Shareholders of Tollgrade Communications, Inc. and Subsidiaries, which is incorporated by reference in Tollgrade Communications, Inc. and Subsidiaries' Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated January 21, 2002, relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania July 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----