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