-----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, Ri3yNJaKIjuhaOT16NQSMjIvMWAv1IaXmm8vre4mBdfLQ70pl3tndl4lEaSJcC4t n7g7nbwC4uT3FOY/DNhz1Q== 0000909518-09-000412.txt : 20090618 0000909518-09-000412.hdr.sgml : 20090617 20090617182252 ACCESSION NUMBER: 0000909518-09-000412 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090505 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090618 DATE AS OF CHANGE: 20090617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTICOM INC CENTRAL INDEX KEY: 0001103184 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222050748 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30121 FILM NUMBER: 09897550 BUSINESS ADDRESS: STREET 1: 1020 BRIGGS RD CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 882956664 MAIL ADDRESS: STREET 1: 1020 BRIGGS ROAD CITY: MT LAUREL STATE: NJ ZIP: 08054 8-K 1 mm06-1709_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

---------------------

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 12, 2009

 

ULTICOM, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

0-30121

 

22-2050748

State or Other Jurisdiction of Incorporation or Organization

 

(Commission File

Number)

 

I.R.S. Employer Identification No.

 

1020 Briggs Road,

Mount Laurel, New Jersey

08054

 

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: (856) 787-2700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Directors.

 

On June 12, 2009, John Spirtos tendered his resignation as a member of the Board of Directors (the “Board”) of Ulticom, Inc. (the “Company”), effective on such date, in connection with his resignation as Senior Vice President of Corporate Development and Strategy for Comverse Technology, Inc. (“Comverse”), the Company’s majority shareholder.  Mr. Spirtos has been a member of the Board since November 13, 2008.  The Company expressed its appreciation to Mr. Spirtos for his valuable service and contributions to the Company.

 

(d) Election of Directors.

 

On June 15, 2009, Joel Legon was elected as a member of the Board by unanimous vote of the then-incumbent directors, effective immediately.  Article III, Section 9 of the Company’s Bylaws allows vacancies on the Board to be filled by the majority of the remaining directors of the Board.  Mr. Legon was recommended as a candidate for the position of director by the Corporate Governance and Nominating Committee of the Board (the “Committee”).  His candidacy was submitted to the Committee by Comverse.  Except as described above, there is no arrangement or understanding between Mr. Legon and any other person pursuant to which he was elected to the Board.

 

Mr. Legon, age 58, has served as the Chief Accounting Officer of Comverse since February 2009.  Prior to joining Comverse, Mr. Legon served in several finance roles at Avid Technology, Inc., including as its Vice President and Principal Accounting Officer, Chief Financial Officer, Corporate Controller and Principal Accounting Officer. From January 1998 through March 2006, Mr. Legon served in several finance roles, including Senior Vice President and Corporate Controller, at Parametric Technology Corporation. Prior to that, Mr. Legon held finance positions at Computervision, Inc., NEC Corporation of America, Chesebrough Ponds USA Co. and Richardson-Vicks Inc.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

 

 

99.1

Resignation Letter, dated June 12, 2009.

 

 

2

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                

 

ULTICOM, INC.

 

 

Date: June 17, 2009

By:

/s/  Mark Kissman

 

Name:

Mark Kissman

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

3

 

 


EXHIBIT INDEX

Exhibit No.

Description

 

 

99.1

Resignation Letter, dated June 12, 2009.

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

EX-99 2 mm06-1709_8ke991.htm

Exhibit 99.1

 

June 12, 2009

 

 

Board of Directors of Ulticom, Inc.

c/o Shawn Osborne

1020 Briggs Road

Mt. Laurel, NJ 08054

 

 

Re:

Resignation

 

Dear Board of Directors of Ulticom, Inc.:

 

This letters serves as my resignation as a director on the Board of Directors of Ulticom, Inc. and its committees effective June 12, 2009.

 

Sincerely,

 

/s/ John Spirtos

 

John Spirtos

 

 

-----END PRIVACY-ENHANCED MESSAGE-----