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): August 1, 2007

TOLLGRADE COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	000-27312	25-1537134
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 2.01 Completion of an Acquisition or Disposition of Assets.

On August 1, 2007, Tollgrade Communications, Inc. (the “Company”) completed an acquisition of substantially all of the assets of Teradyne, Inc.’s (“Seller”) Broadband Test Division (the “Acquisition”) pursuant to the terms of an asset purchase agreement dated May 31, 2007 between Company and Seller (the “Agreement”). In connection with the Acquisition, the Company paid $11,300,000 in cash, plus the assumption of specified liabilities and subject to adjustment for certain items pursuant to the terms of the Agreement. The description of the Acquisition and terms of the Agreement contained in the Company’s Current Report on Form 8-K filed on June 1, 2007 is incorporated herein by reference. A copy of the Agreement is filed as Exhibit 10.1 to the Company’s Form 10-Q filed on July 27, 2007 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release announcing the Acquisition is furnished as Exhibit 99.1 to this Report and is incorporated by reference into this Item 7.01.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 or 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of businesses acquired.

The financial statements required in connection with the Acquisition are not included in this Current Report. The Company will file the required financial statements within 71 calendar days after the date this Current Report on Form 8-K was required to be filed with the Securities and Exchange Commission.

(b) Pro Forma Financial Information.

The financial statements required in connection with the Acquisition are not included in this Current Report. The Company will file the required financial statements within 71 calendar days after the date this Current Report on Form 8-K was required to be filed with the Securities and Exchange Commission.

(c) Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated August 1, 2007 announcing completion of acquisition of Teradyne’s Broadband Test Division*

* Exhibits 99.1 furnished with this Current Report on Form 8-K shall not be deemed “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.

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 COMMUNICATIONS, INC.
Dated: August 2, 2007	By:	/s/ Sara M. Antol
		Sara M. Antol
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

  NEWS RELEASE
 

Contact: Bob Butter, Corporate Communications / Office: 412-820-1347 / Cell: 412-736-6186 / bbutter@tollgrade.com

TOLLGRADE COMPLETES ACQUISITION OF BROADBAND TEST DIVISION OF TERADYNE
Expands Tollgrade’s Global Footprint of Broadband Network Testing

PITTSBURGH, AUGUST 1, 2007 — Tollgrade Communications, Inc. (NASDAQ: TLGD), a leading supplier of network service assurance products for the cable and telecom industries, announced today that it has completed its acquisition of the Broadband Test Division of Teradyne, Inc. (NYSE: TER).

On May 31, 2007, Tollgrade signed an agreement to acquire substantially all the assets and to assume certain specified liabilities of Teradyne’s Broadband Test Division for approximately $12 million, subject to adjustments for certain items. Tollgrade preliminarily expects that the acquisition will be accretive to GAAP earnings per share in fiscal year 2007, and could add up to $10 million to 2007 revenues.

“The addition of the Broadband Test Division from Teradyne to our portfolio significantly expands our leading market share of total metallic access lines under test by service providers around the world,” said Mark B. Peterson, Tollgrade’s President and Chief Executive Officer. “We will now have a more extensive international market presence with employees and offices located throughout Europe to serve the Broadband Test Division’s existing customers, as well as Tollgrade’s current and prospective customers who seek to roll-out triple-play networks and services more quickly and efficiently. The integration of this acquisition into Tollgrade adds volume and capability to our already strong broadband service assurance business,” he added.

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 status monitoring products, and next generation network assurance technologies for the broadband marketplace. Tollgrade’s customers range from the top RBOCs (Regional Bell Operating Companies) and Cable providers, to numerous independent telecom, cable and broadband providers around the world. Tollgrade’s network testing, measurement and monitoring solutions support the infrastructure of cable and telecom companies offering current and emerging triple play services. Tollgrade, headquartered near Pittsburgh in Cheswick, Pa., and its products and customer reach span over 350 million embedded access lines, more than any other test and measurement supplier. For more information, visit Tollgrade’s web site at www.tollgrade.com.

Forward-Looking Statements

The foregoing release contains “forward-looking statements” regarding future events or results within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the Company’s anticipated effect of the acquisition on 2007 revenue and earnings results, and the

TOLLGRADE COMMUNICATIONS, INC.
493 Nixon Road / Cheswick, PA 15024 / 412-820-1400 / 800-878-3399 / Fax: 412-820-1530
30 Knightsbridge Road Suite 601/Piscataway, NJ 08854/732-743-6720/Fax: 732-980-0284
Telco Support: 800-777-5405/ Cable Support (TAC): 941-373-6850 or 888-486-3510
www.tollgrade.com

Company’s ability to introduce next generation network technologies into existing customer infrastructures and to execute its strategies. The Company cautions readers that such “forward-looking statements” are, in fact, predictions that are subject to risks and uncertainties and that actual events or results may differ materially from those anticipated events or results expressed or implied by such forward-looking statements. The Company disclaims any current intention to update its “forward-looking statements,” and the estimates and assumptions within them, at any time or for any reason. In particular, the following factors, among others could cause actual results to differ materially from those described in the “forward-looking statements:” (a) inability to secure key relationships with key suppliers, customers and employees of the acquired business; (b) the ability to successfully integrate the acquired business and to effectuate the synergies and achieving revenues and targets necessary to make the acquisition accretive during 2007, and management distraction from other important strategic initiatives that may be caused as a result; (c) inability to gain market acceptance of our products in the new international customer base; (d) possible delays in, or the inability to complete, the renewal of significant maintenance contracts with certain of the customers of the acquired business, or to complete negotiation and execution of agreements with new customers; (e) our ability to close certain international opportunities, due to numerous risks and uncertainties inherent in international markets; (f) our dependence upon a limited number of third party subcontractors to manufacture certain aspects of the products we sell; (g) the ability to manage the risks associated with and to grow our business; and (h) the uncertain economic and political climate in the United States and throughout the rest of the world and the potential that such climate may deteriorate.

Other factors that could cause actual events or results to differ materially from those contained in the “forward-looking statements” are included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, the Company’s Form 10-K for the year ended December 31, 2006 and any subsequently filed reports. All documents are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or from the Company’s website at www.tollgrade.com.

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