8-K/A 1 l34686ae8vkza.htm FORM 8-K/A FORM 8-K/A
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2008
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))
 
 

 

TABLE OF CONTENTS

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-10.1

Table of Contents

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
     (e) On October 22, 2008, Tollgrade Communications, Inc. (the “Company”) filed a Form 8-K advising of the separation from employment, effective October 17, 2008 (the “Termination Date”), of the Company’s Chief Financial Officer, Samuel C. Knoch. In connection with Mr. Knoch’s termination of employment, the Company entered into a separation and mutual release agreement dated November 21, 2008 (the “Agreement”).
Pursuant to the Agreement, the Company agreed to pay Mr. Knoch approximately $108,500.00 plus any vacation and other cash entitlements that were accrued as of the Termination Date, medical, dental and vision benefits for twenty six weeks after the date of execution of the Agreement and certain outplacement services not to exceed $6,000.00, in exchange for certain customary representations and covenants from Mr. Knoch and mutual releases of liability.
     The foregoing summary of the Agreement is qualified in its entirety by reference to the full terms and conditions of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

2

Table of Contents

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  (c)   EXHIBITS
 
  10.1   Agreement dated November 21, 2008 by and between Tollgrade Communications, Inc. and Samuel C. Knoch (filed herewith).

3

Table of Contents

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 COMMUNCIATIONS, INC.
 		  
Dated: November 26, 2008  By:   /s/ Sara M. Antol    
       
       

4

Table of Contents

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
    
10.1
  Agreement dated November 21, 2008 by and between Tollgrade Communications, Inc. and Samuel C. Knoch (filed herewith).