-----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, IynhZABNPErmXrLWmp8IGnJ3zp3ELt+K8E6S5duNXNHPrKxh36B3QVfnR683mxwY WiO/0KsGcyubFfwCZrtuwg== 0001002531-09-000025.txt : 20091021 0001002531-09-000025.hdr.sgml : 20091021 20091021175859 ACCESSION NUMBER: 0001002531-09-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091019 FILED AS OF DATE: 20091021 DATE AS OF CHANGE: 20091021 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27312 FILM NUMBER: 091130802 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2009-10-19 0 0001002531 TOLLGRADE COMMUNICATIONS INC \PA\ TLGD 0001275922 SOLOMON JEFFREY M 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2009-10-19 4 A 0 6098 0 A 6098 D Common Stock 965199 I By Ramius Value and Opportunity Master Fund Ltd Common Stock 794514 I By RCG PB, Ltd. Common Stock 335244 I By Ramius Enterprise Master Fund Ltd Restricted stock subject to a one-year period of restriction The reporting person is a managing member of C4S & Co., LLC, which is the managing member of Ramius LLC, which is the sole member of (i) Ramius Advisors, LLC, which is the investment advisor to Ramius Enterprise Master Fund Ltd and RCG PB Ltd, and consequently he may be deemed to beneficially own the reported securities held by Ramius Enterprise Master Fund Ltd and RCG PB, Ltd, and (ii) RCG Starboard Advisors, LLC, which is the investment advisor to Ramius Value and Opportunity Master Fund Ltd, and consequently he may be deemed to beneficially own the reported securities held by Ramius Value and Opportunity Master Fund Ltd. The reporting person disclaims beneficial ownership of the securities owned by affiliates of Ramius LLC except to the extent of his pecuniary interest therein. /s/Jennifer M. Reinke as attorney-in-fact for Jeffrey M. Solomon 2009-10-21 EX-24 2 powerofattorneysolomon.txt POWER OF ATTORNEY POWER OF ATTORNEY To Sign and File Reports Under Section 16(a) of the Securities Exchange Act of 1934 With Respect to Equity Securities of Tollgrade Communications. Inc. KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Sara M. Antol or Jennifer M. Reinke his true and lawful attorney-in-fact and agent,with full power of substitution, for him and in his name, place and stead, to sign any and all reports of the undersigned under Section 16(a) of the Securities Exchange Act of 1934 with respect to equity securities of Tollgrade Communications, Inc., and to file the same with the Securities and Exchange Commission and NASDAQ, granting unto said attorney-in-fact and agent, full powerand 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 the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorney-in-fact and agent, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect unless notice of its revocation shall have been filed by the undersigned with the Securities and Exchange Commission and NASDAQ. IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney the date set forth below. DATE: August 17, 2009 SIGNATURE: /s/Jeffrey M. Solomon -----END PRIVACY-ENHANCED MESSAGE-----