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-