0001002531-11-000008.txt : 20110512 0001002531-11-000008.hdr.sgml : 20110512 20110512173214 ACCESSION NUMBER: 0001002531-11-000008 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: BORNAK MICHAEL D CENTRAL INDEX KEY: 0001271038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27312 FILM NUMBER: 11836914 MAIL ADDRESS: STREET 1: 900 OLD FREEPORT RD CITY: PITTSBURGH STATE: PA ZIP: 15238 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 0001271038 BORNAK MICHAEL D 900 OLD FREEPORT RD PITTSBURGH PA 15238 0 1 0 0 CFO and Treasurer Common stock 2011-05-10 4 D 0 20000 10.1 D 0 D Nonstatutory stock option 6.03 2011-05-10 4 D 0 50000 4.07 D 2010-12-10 2019-12-10 Common stock 50000 0 D Restricted shares, subject to a three year period of restriction from the date of grant. 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. Options were scheduled to vest in three equal installments on 12/10/10, 12/10/11 and 12/10/12. 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 price of such stock option, multiplied by (b) the number of shares which otherwise could have been purchased upon the exercise of such stock option, with out regard to whether such stock option was then vested. /s/Jennifer M. Reinke, attorney-in-fact for Michael D. Bornak 2011-05-12 EX-24 2 powerofattorneybornak.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: September 25, 2009 SIGNATURE: /s/Michael D. Bornak