0001002531-11-000005.txt : 20110512
0001002531-11-000005.hdr.sgml : 20110512
20110512074246
ACCESSION NUMBER: 0001002531-11-000005
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110510
FILED AS OF DATE: 20110512
DATE AS OF CHANGE: 20110512
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAMPMEINERT ROBERT W
CENTRAL INDEX KEY: 0001005226
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27312
FILM NUMBER: 11833772
MAIL ADDRESS:
STREET 1: C/O TUSCARORA INC
STREET 2: 800 FIFTH AVENUE
CITY: NEW BRIGHTON
STATE: PA
ZIP: 15066
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: 3120 UNIONVILLE ROAD
STREET 2: SUITE 400
CITY: CRANBERRY TWP.
STATE: PA
ZIP: 16046
BUSINESS PHONE: 724-720-1400
MAIL ADDRESS:
STREET 1: 3120 UNIONVILLE ROAD
STREET 2: SUITE 400
CITY: CRANBERRY TWP.
STATE: PA
ZIP: 16046
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0303
4
2011-05-10
0
0001002531
TOLLGRADE COMMUNICATIONS INC \PA\
TLGD
0001005226
KAMPMEINERT ROBERT W
C/O TUSCARORA INC
800 FIFTH AVENUE
NEW BRIGHTON
PA
15066
1
0
0
0
Common stock
2011-05-10
4
D
0
15764
10.1
D
0
D
Nonstatutory stock option
28.395
2011-05-10
4
D
0
2000
0
D
2001-10-11
2011-10-11
Common stock
2000
0
D
Nonstatutory stock option
32.9
2011-05-10
4
D
0
3000
0
D
2001-12-19
2011-12-19
Common stock
3000
0
D
Nonstatutory stock option
13.63
2011-05-10
4
D
0
5000
0
D
2002-12-16
2012-12-16
Common stock
5000
0
D
Nonstatutory stock option
17.11
2011-05-10
4
D
0
5000
0
D
2003-12-17
2013-12-17
Common stock
5000
0
D
Nonstatutory stock option
11.78
2011-05-10
4
D
0
5000
0
D
2004-12-16
2014-12-16
Common stock
5000
0
D
Nonstatutory stock option
8.49
2011-05-10
4
D
0
5000
1.61
D
2005-10-10
2015-10-10
Common stock
5000
0
D
Nonstatutory stock option
6.57
2011-05-10
4
D
0
5000
3.53
D
2008-01-28
2018-01-28
Common stock
5000
0
D
Nonstatutory stock option
5.38
2011-05-10
4
D
0
5000
4.72
D
2009-01-26
2019-01-26
Common stock
5000
0
D
Includes 8,000 restricted shares of common stock.
Pursuant to the Agreement and Plan of Merger, dated February 21, 2011, among Tollgrade Communications, Inc. ("Tollgrade"), Talon Holdings, Inc. and Talon Merger Sub, Inc. (the "Merger Agreement"), effective as of May 10, 2011, shares of Tollgrade common stock (including restricted shares) were automatically canceled and converted into the right to receive $10.10 per share in cash.
Pursuant to the Merger Agreement, effective as of May 10, 2011, each stock option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of $10.10 over the exercise price of such stock option, multiplied by (b) the number of shares which could have been purchased pon exercise of such stock option, without regard to whether or not such stock option was then vested. Any stock option with an exercise price equal to or greater than $10.10 was canceled without any right to payment.
/s/Jennifer M. Reinke, attorney-in-fact for Robert W. Kampmeinert
2011-05-12
EX-24
2
powerofattorneykampmeinert.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 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: October 5, 2010
SIGNATURE: /s/Robert W. Kampmeinert