0001002531-11-000006.txt : 20110512 0001002531-11-000006.hdr.sgml : 20110512 20110512165451 ACCESSION NUMBER: 0001002531-11-000006 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: KENNEDY EDWARD H CENTRAL INDEX KEY: 0001222706 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27312 FILM NUMBER: 11836459 MAIL ADDRESS: STREET 1: C/O TELLABS OPERATIONS INC STREET 2: 1415 W DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 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 1 0001002531 TOLLGRADE COMMUNICATIONS INC \PA\ TLGD 0001222706 KENNEDY EDWARD H C/O TELLABS OPERATIONS INC 1415 W DIEHL ROAD NAPERVILLE IL 60563 1 1 0 0 CEO and President Common stock 2011-05-10 4 D 0 56098 10.1 D 0 D Nonstatutory stock option 5.17 2011-05-10 4 D 0 35000 4.93 D 2009-07-20 2019-07-20 Common stock 35000 0 D Nonstatutory stock option 6.48 2011-05-10 4 D 0 150000 3.62 D 2011-06-17 2020-06-17 Common stock 150000 0 D Stock appreciation right 6.31 2011-05-10 4 D 0 250000 3.79 D 2011-05-10 2020-03-23 Common stock 250000 0 D 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 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 in cash an amount equal to the product of (a) the excess, if any, of $10.10 over the exercise proice of such stock option, multiplied by (b) the number of shares that could otherwise have been purchased upon exercise of such stock option, without regard to whether or not such stock option was then vested. The option was to have vested in three equal installments on 6/17/2011, 6/17/2012 and 6/17/2013. Pursuant to the Merger Agreement, effective as of May 10, 2011, the stock appreciation right was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess of $10.10 over the exercise price of such stock appreciation right, multiplied by (b) the number of shares of Tollgrade common stock associated with such stock appreciation right, without regard to whether or not such stock appreciation right was then vested. /s/Jennifer M. Reinke, attorney-in-fact for Edward H. Kennedy 2011-05-12 EX-24 2 powerofattorneykennedy.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: June 25, 2009 SIGNATURE: /s/Edward H. Kennedy