8-K

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):

October 28, 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 2.02 Results of Operations and Financial Condition.

On October 30, 2009, Ulticom, Inc. (the “Company”) issued a press release announcing that it had filed its Quarterly Reports on Form 10-Q covering the first and second quarters of fiscal 2009 (quarters ended April 30, 2009 and July 31, 2009) with the Securities and Exchange Commission. The Company also provided preliminary estimates of financial results for its fiscal quarter ended October 31, 2009. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 28, 2009, the Board of Directors (the “Board”) of the Company approved amendments, effective upon adoption, to the Amended and Restated By-Laws of the Company (the “By-Laws”) to (i) clarify the applicability of advance notice requirements contained in Article II, Section 11 to shareholder proposals and nominations of directors at any annual meeting, (ii) update and clarify certain provisions of Article IV relating to meetings and procedures of committees of the Board, and (iii) permit the Company to issue and recognize transfers of uncertificated shares in the Direct Registration System, as provided in Sections 1 and 2 of Article VI, as amended. A copy of the By-Laws, as amended and restated, is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference. Investors are encouraged to review the actual text of the amendments for more information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Amended and Restated By-Laws of Ulticom, Inc., as amended and restated on October 28, 2009.
99.1	Press release, dated October 30, 2009.

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: October 30, 2009	By:	/s/ Shawn K. Osborne
		Name:	Shawn K. Osborne
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated By-Laws of Ulticom, Inc., as amended and restated on October 28, 2009.
99.1	Press release, dated October 30, 2009.

EX-3.(II)

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

ULTICOM, INC.

as amended and restated on October 28, 2009

ARTICLE I

OFFICES

The registered office of Ulticom, Inc. (the “Company” or the “Corporation”) shall be in the Township of Mount Laurel, State of New Jersey or such other place within or without the State of New Jersey as the Board of Directors may from time to time designate. The Company may also establish and have such other offices within or without the State of New Jersey, as the Board of Directors may from time to time designate or its business may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.        Place Of Meetings. Meetings of the shareholders shall be held at the registered office of the Company in New Jersey, or at such other place, within or without the State of New Jersey, as may be designated by the Board of Directors and stated in the notice of the meeting.

Section 2.        Annual and Special Meetings. The annual meeting of shareholders for the election of directors and the transaction of such other business as may be related to the purposes set forth in the notice of the meeting shall be held at such time as may be fixed by the Board of Directors. If the annual meeting of shareholders is not held on the date designated, the Board of Directors may call a special meeting of the shareholders for the election of directors and the transaction of other business. Special meetings of the shareholders may be called by the Board of Directors or by the Chairman of the Board or by the President, and shall be called by the Chairman of the Board or by the President upon written request of a majority of the Directors then in office or of shareholders holding a majority of the Company’s outstanding shares, which request shall state the time, place and purpose of the meeting. No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in Section 11 of this Article II, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2 shall be deemed to preclude discussion by any shareholder of any such business, provided further that any such initial discussion and any continuation thereof shall be subject to the discretion of the Chairman of the meeting. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman

shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Section 3.        Quorum. The presence, in person or by proxy, of the holders of shares representing a majority of the votes entitled to be cast at a meeting shall constitute a quorum. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum not be present or represented at any meeting, the Chairman of the meeting or shareholders holding more than 20% of the shares present in person or by proxy at the meeting, shall have power to adjourn the meeting without notice. At such adjourned meeting so long as a quorum (as determined by the first sentence of this Section 3) is present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 4.        Notice Of Meetings. A written notice of each annual or special meeting of the shareholders of the Company, signed by the Chairman of the Board, the President or the Secretary, which shall state the time, place and purpose of such meeting, shall be delivered personally or mailed, not less than 10 days (or greater period required by law) nor more than 60 days before the date of any such meeting, to each shareholder of record entitled to vote at such meeting. If mailed, the notice shall be directed to the shareholder at his address as it appears on the records of the Company or its stock transfer agent. Any shareholder, in person or by proxy, may at any time by a duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement be signed before or after such meeting.

Section 5.        Voting. At all meetings of the shareholders, each holder of common stock having the right to vote, and present at the meeting in person or by proxy, shall be entitled to one vote for each full share of common stock of the Company entitled to vote and registered in his name. Each holder of preferred stock of any series shall have such voting powers, if any, as the Board of Directors shall have fixed by resolution prior to the issuance of any shares of such series. Whenever any action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote (a) unless a greater plurality is required by law or the Certificate of Incorporation and (b) except that directors shall be elected by a plurality of the votes cast at elections.

Section 6.        Consents in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation or any amendment thereto or by the laws of the State of New Jersey, any action required by the laws of the State of New Jersey to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if: (i) a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (ii) prompt notice of the taking of such action by less than unanimous written consent is given to the other stockholders to the extent and in the manner required by the laws of the State of New Jersey, provided however, that if such action is not approved by the unanimous written consent of the stockholders, such action shall not be effective until such time as any prior written notification to stockholders and subsequent passage of time required by Section 5-6 of the New Jersey Business Corporation Act as amended from time to time (collectively, the “New Jersey Business Corporation Act”) has been satisfied.

 

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Section 7.        List of Stockholders. At least ten days before every stockholders meeting, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder, shall be prepared by the secretary or the transfer agent in charge of the stock ledger of the corporation. Such list shall be open for examination by any stockholder to the extent required by the laws of the State of New Jersey. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 8.        Proxies. Any shareholder of record entitled to vote may be represented at any annual or special meeting of the shareholders by a duly appointed proxy. All proxies shall be written and properly signed, but shall require no other attestation, and shall be filed with the Secretary of the meeting before being voted. Proxies may be revoked by proper written notice delivered to the Secretary prior to such meeting.

Section 9.        Organization. The Chairman of the Board, or in the absence of the Chairman of the Board, the Chief Executive Officer or the President, shall act as chairman of the meeting at all meetings of the shareholders. The Secretary, or in his absence one of the Assistant Secretaries, shall act as secretary of the meeting. In case none of the officers above designated to act as Chairman or Secretary of the meeting shall be present, a chairman or a secretary of the meeting, as the case may be, shall be chosen by a vote of the shareholders.

Section 10.      Order of Business. The order of business at all meetings of the shareholders shall be as determined by the Chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a vote of the shareholders.

Section 11.      Shareholder Requests. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided however, that in the event that the annual meeting is called for on a date that is not within 30 days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a shareholder’s notice to the Secretary must set forth the following as to each matter such shareholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of such shareholder, (c) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such shareholder, (d) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material

 

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interest of such shareholder in such business and (e) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. In addition, with respect to nominations of directors for election or reelection at any annual meeting, to be in proper form a shareholder’s notice shall set forth: (i) as to each nominee: (a) the name, age, business address and residence address of each nominee proposed in such notice, (b) the principal occupation or employment of each such nominee, (c) the number of shares of capital stock of the Company which are owned of record and beneficially by each such nominee; (d) such nominee’s signed consent to serve as a director of the Company if elected; (e) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under the rules of the United States Securities and Exchange Commission. Compliance with the procedures set forth in this Section 11 shall be the exclusive means for a shareholder to make nominations or submit other business before an annual meeting of shareholders (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and specified in the Company’s notice of meeting).

Section 12.      Method of Voting; Inspectors. The vote by the stockholders on any matter properly brought before any stockholders’ meeting shall be by written ballot, unless the Chairman of the meeting shall otherwise decide. With respect to all elections of directors by the shareholders and with respect to any other matters designated by the presiding officer at the meeting, an independent inspector shall be chosen by the presiding officer of the meeting. Such inspector need not but may be a shareholder and/or employee of the Company. Such inspector shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

ARTICLE III

DIRECTORS

Section 1.        Qualifications. Each Director shall be at least 21 years of age, and shall be elected in the manner provided by these By-Laws.

Section 2.        Duties and Powers. The Board of Directors shall control and manage the business and affairs of the Company, and shall exercise all powers of the Company and perform all acts which are not required to be exercised or performed by the shareholders. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Company as they may deem proper.

Section 3.        Number of Directors. The number of directors (exclusive of directors, if any, elected by the holders of one or more classes of preference stock designated by the directors pursuant to the Certificate of Incorporation, voting separately as a class pursuant to the provisions of the Certificate of Incorporation applicable thereto) shall be not less than three (3) or more than fifteen (15) directors. The number of directors constituting the entire Board of Directors shall be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors.

 

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Section 4.        Place of Meetings. Meetings of the Board of Directors shall be held at the principal office of the Company or at such other place within or without the State of New Jersey, as the Chairman of the Board or the Board may designate.

Section 5.        Telephone Meetings. Any or all Directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

Section 6.        Notice of Meetings. There shall be an annual meeting of the Board of Directors held without notice immediately following the annual meeting of shareholders, or as soon thereafter as convenient, at the same place as the annual meeting of shareholders unless some other location is designated by the Chairman of the Board or by the President. Regular meetings, without notice, may be held at such time and place as the Board of Directors may designate. The Chairman of the Board or the President may call any special meeting of the Board of Directors, and shall do so whenever requested in writing by at least one-third of the Directors. Notice of each special meeting (a) shall be mailed to each director at least four days before the date on which the meeting is to be held, or (b) shall be telephoned or sent to each Director by telegraph, telex, TWX, cable, wireless or similar means of communication, or be delivered in person, not later than the day before the date on which such meeting is to be held. The Board of Directors may meet to transact business at any time and place without notice, provided that each director shall be present, or that any Director or Directors not present shall waive notice in writing, either before or after such meeting. The attendance of any Director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed 10 days in any one adjournment.

Section 7.        Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business, but the Director or Directors present, if less than a quorum, may adjourn any meeting from time to time until such quorum shall be present. All questions coming before the Board of Directors shall be determined and decided by a majority vote of the Directors present, unless the vote of a greater number is required by statute, the Certificate of Incorporation or these By-Laws.

Section 8.        Action Without a Meeting. The Board of Directors may act without a meeting if, prior or subsequent to such action, each Director shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

Section 9.        Resignations; Removal; Vacancies. A director shall hold office until the next annual meeting of shareholders and until his or her successor shall be elected and shall qualify, subject, however, to prior resignation, death, or removal with or without cause from office. Except as may otherwise be provided in the Certificate of Incorporation, any director may be removed, with or without cause, by holders of shares constituting a majority of the votes cast at a meeting of the shareholders at which a quorum is present or pursuant to Section 6 of Article II of these by-laws. A director may resign at any time, such resignation to

 

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be effective upon receipt by the Chairman and Secretary of the Company of such written notice (or to be effective on such later date as is provided for in such resignation by such director). Any newly created directorship resulting from an increase in the number of directors and any other vacancy on the board of directors, however caused, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so elected to fill a vacancy shall hold office until the next succeeding annual meeting of shareholders and until his or her successor shall have been elected and qualify, subject to prior resignation, death or removal with or without cause from office.

Section 10.      Compensation of Directors. The Board may, by the affirmative vote of a majority of the Directors then in office, fix reasonable fees or compensation of the Directors for services to the Company, including attendance at meetings of the Board of Directors or Committees of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Each Director shall be entitled to receive reimbursement for reasonable expenses incurred in the performance of his duties.

ARTICLE IV

COMMITTEES

Section 1.        How Constituted and Powers. The Board of Directors, by resolution of a majority of the Directors then in office, may appoint from among its members the committees enumerated in the By-laws and may appoint one or more other committees. The Board may designate one member of each committee its chairman. To the extent provided in the By-law or any resolution conferring or limiting its powers each committee shall have and may exercise all the authority of the Board, except that no committee shall:

(a) make, alter, or repeal any By-law of the Company;

(b)   elect, or appoint any Director, or remove any officer or director;

(c)       submit to shareholders any action that requires approval of shareholders;

(d)       amend or repeal any resolution adopted by the Board of Directors which by its terms is amendable or repealable only by the Board.

The Board, by resolution of a majority of the Directors then in office may fill any vacancy in any committee; appoint one or more alternate members of any committee to act in the absence or disability of members of such committees with all the powers of such absent or disabled members; or remove any director from membership on any committee.

Section 2.        Audit Committee. The Audit Committee shall consist of not less than three members, none of whom are officers or employees of the Company or any subsidiary, and a majority of whom are not former officers of the Company or any subsidiary. The Audit Committee shall (i) recommend to the Board of Directors each year a firm of accountants to be the independent registered public accounting firm (the “independent accounting firm”) to render an audit and any required or requested attestation reports regarding the financial statements of the Company for the ensuing fiscal year; (ii) review and discuss with the

 

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independent accounting firm and report to the Board of Directors thereon, prior to the annual meeting of shareholders, the plan and results of the annual audit of the Company; (iii) review and discuss with the independent accounting firm their independence, fees, functions and responsibilities, the internal auditing, control, and accounting systems of the Company and other related matters as the Committee from time to time deems necessary or desirable and evaluate such control functions; and (iv) perform such other duties as may from time to time be assigned by the Board of Directors with respect to matters related to the Company’s accounting and/or finances, including without limitation, related to the Company’s accounting systems and/or internal controls.

Section 3.        Compensation Committee. The Compensation Committee shall consist of not less than two members. The Compensation Committee shall: (i) make recommendations to the Board of Directors regarding the Company’s various incentive compensation and benefit plans; (ii) determine salaries for the executive officers and incentive compensation for employees; and (iii) perform such other duties as may from time to time be assigned by the Board of Directors with respect to executive compensation. The Stock Option Subcommittee of the Compensation Committee shall consist of not less than two members, none of whom are officers or employees of the Company. The Stock Option Subcommittee shall administer the issuance of stock options under the Company’s 1998 Stock Incentive Compensation Plan, 2005 Stock Incentive Compensation Plan and such other compensation plans as may be assigned by the Board of Directors from time to time.

Section 4.        Meetings and Procedures. Each committee may make its own rules of procedure. The advance notice and waiver of notice provisions applicable to Board meetings set forth in Article III, Section 6 hereof shall also apply to all committee meetings, unless the rules of procedure established by a committee provide otherwise. Each committee shall meet at the call of the chairman of the committee, the Chairman of the Board, the President, or a majority of the members of the committee. A majority of the members of a committee shall constitute a quorum. The affirmative vote of a majority of all of the members shall be necessary for the adoption of a resolution or to approve any matter within the scope of the authority of a committee. Minutes of the proceedings of a committee shall be recorded in a book provided for that purpose and filed with the Secretary of the Company. A committee may act without a meeting if, prior or subsequent to such action, each member shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the committee. Action taken by a committee, with or without a meeting, shall be reported to the Board of Directors at its next regular meeting following such committee action; except that, when the meeting of the Board is held within two days after the committee action, such report, if not made at the first meeting, shall be made to the Board at its second meeting following such action.

ARTICLE V

OFFICERS

Section 1.        Enumeration, Appointment and Removal. The corporate officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer and a Secretary. Should any vacancy occur among said officers by death, resignation or otherwise, the same shall be filled at a meeting of the Board of Directors. The Board may from time to time appoint one or more of the following corporate officers: a Vice Chairman of the Board, one or more Executive Vice Presidents, one or more Senior

 

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Vice Presidents, one or more Group Presidents, one or more Vice Presidents, a Controller, a Treasurer, and such other corporate officers (including assistant treasurers, assistant secretaries and other corporate officers) as the Board of Directors may deem necessary or desirable for the transaction of the business of the Company. Any two or more offices may be held by the same person. The corporate officers shall be elected at the first meeting of the Board of Directors after the annual election of Directors, and shall hold office until the next succeeding annual meeting of the Board of Directors, subject to the power of the Board of Directors to remove any corporate officer at pleasure by an affirmative vote of the majority of the Directors then in office. Every corporate officer shall have such authority and perform such duties in the management of the Company as may be provided in these By-laws, or such duties consistent with these By-laws as may be assigned by the Board of Directors or the Chief Executive Officer.

Section 2.        Chief Executive Officer. The Chief Executive Officer shall have general charge and supervision over and responsibility for the business and affairs of the Company. He shall keep the Board of Directors fully informed concerning those areas in his charge, and shall perform such other duties as may be assigned to him by the Board of Directors.

Section 3.        Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the shareholders and shall perform such other duties as these By-laws or the Board of Directors may prescribe.

Section 4.        Vice Chairman of the Board. The Vice Chairman of the Board shall perform such duties as may be assigned to him by the Board of Directors or the Chairman of the Board.

Section 5.        President. The President shall have such powers and perform such duties as may be provided by statute, these By-laws, and as may be assigned by the Board of Directors or the Chief Executive Officer.

Section 6.        Chief Financial Officer. The Chief Financial Officer shall have the care and custody of the Company funds and securities, maintain banking relationships and execute credit and collection policies. He shall perform such other duties and possess such other powers as are incident to his office.

Section 7.        Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders; and shall record all proceedings of such meetings in books to be kept for that purpose. The Secretary or any Assistant Secretary may give, or cause to be given, notice of all meetings of the shareholders and the Board of Directors. He shall have the custody of the seal of the Company and shall affix the same to all instruments requiring it, and attest the same. He shall perform such other duties and possess such other powers as are incident to his office.

ARTICLE VI

CERTIFICATE OF CAPITAL STOCK

Section 1.        Form and Execution of Certificates. There shall be issued to each holder of fully paid shares of the capital stock of the Company a certificate or certificates for such shares; provided that the Board

 

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of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of shares of the Company represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Company by the Chairman of the Board of Directors, or the Chief Executive Officer, or the President or any Senior Vice President and by the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary, representing the number of shares registered in certificate form. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 2.        Transfers. Transfers of shares of the capital stock of the Company shall be made only on the books of the Company, which shall include the books of the stock transfer agent, by the registered holder thereof, or by his attorney authorized by power of attorney duly executed and filed with the Secretary of the Company, or a transfer agent appointed as provided in Section 5 of this Article, and on surrender of the certificate or certificates for such shares properly endorsed or, with respect to uncertificated shares, by delivery of duly executed instructions or in any other manner permitted by applicable law, and the payment of all taxes thereon. The person in whose name shares of capital stock stand on the books of the Company shall be deemed the owner thereof for all purposes. The Board may, from time to time, make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates or for uncertificated evidence of ownership of shares of the capital stock of the Company.

Section 3.        Fixing Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or an adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the shareholders entitled to receive payment of any dividend or allotment of any right, or for the purpose of any other action, the Board of Directors shall fix a date not more than 60 days nor less than 10 days (or greater number of days if required by applicable law) before the date of any such meeting, nor more than 60 days prior to any other action, as the record date for any such determination of shareholders.

Section 4.        Lost, Stolen, Destroyed, or Mutilated Certificates. No certificate for shares of capital stock in the Company shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of evidence of such loss, destruction or theft and on delivery to the Company, if the Board of Directors shall so require, of a bond of indemnity upon such terms and secured by such surety as the Board of Directors may in its discretion require. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 5.        Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates of capital stock to bear the signature or signatures of any of them. One corporation may serve as both transfer agent and registrar.

 

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Section 6.        Examination of Books By Shareholders. So far as it is not inconsistent with the law of New Jersey, the Board of Directors shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the books and records of account, minutes of the proceedings of the shareholders, Board of Directors and any committee of the Company, and other documents of the Company, or any of them, shall be open to inspection of the shareholders.

Section 7.        Voting Shares of Other Corporations. Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the President or the Chief Financial Officer, or any of them, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of Shareholders of any corporation in which the Company may hold stock, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock, and which, as the owner thereof, the Company might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any other person or persons.

ARTICLE VII

DIVIDENDS

Dividends shall be declared and paid at such times and in such amounts as the Board of Directors may in its absolute discretion determine and designate, subject to the restrictions and limitations imposed by law.

ARTICLE VIII

SIGNATURES

Unless otherwise required by law, by the Certificate of Incorporation, by these By-laws, or by resolution of the Board of Directors, the Chief Executive Officer, the President or any Executive Vice President, Senior Vice President, Group President, or Vice President, or Chief Financial Officer, the Controller or the Treasurer of the Company may enter into and execute in the name of the Company, contracts or other instruments in the regular course of business, or contracts or other instruments not in the regular course of business which are authorized either generally or specifically by the Board of Directors, and the Secretary or an Assistant Secretary shall affix the Company seal thereto and attest the same, if required.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Company shall begin on the 1st day of February in each year and end on the last day of January of the next succeeding year.

 

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ARTICLE X

AMENDMENTS

These By-laws may be altered, amended or repealed by the shareholders or by a majority vote of the Directors then in office. Any By-law adopted, amended or repealed by the shareholders may be amended or repealed by a majority vote of the Directors then in office unless the resolution of the shareholders adopting such By-law expressly reserves the right to amend or repeal it to the shareholders.

ARTICLE XI

FORCE AND EFFECT OF BY-LAWS

These By-laws are subject to the provisions of the New Jersey Business Corporation Act and the Company’s Certificate of Incorporation, as each may be amended from time to time. If any provision in these By-laws is inconsistent with a provision in the New Jersey Business Corporation Act or the Certificate of Incorporation, the provision of the New Jersey Business Corporation Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.

 

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EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:

Joe Hassett, Senior Vice President

Gregory FCA

877-217-3597

JoeH@GregoryFCA.com

Ulticom Files First and Second Quarter Fiscal 2009 10-Qs with the SEC

Provides Preliminary Third Quarter Financial Results

MT. LAUREL, N.J., October 30, 2009 -- Ulticom, Inc. (the "Company") (Pink Sheets: ULCM.PK - News) today announced its financial results for the first half of fiscal 2009 as reported in Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) covering the first and second quarters of fiscal year 2009. With these filings, the Company has complied with the requirement that it become current in its reporting obligations under the Securities Exchange Act of 1934 by November 9, 2009, which was set forth in the Final Judgment entered on July 22, 2009 in connection with the Company’s settlement of the civil injunctive action that was filed against it by the SEC.

Revenues for the first half of fiscal 2009 (six months ended July 31, 2009) were $23.4 million, down 26% as compared to $31.6 million for the first half of fiscal 2008. The Company reported a net loss of $1.4 million, or ($0.03) per diluted share for the first half of fiscal 2009, as compared to a net loss of $0.7 million, or ($0.02) per diluted share, for the first half of fiscal 2008. Results for the first six months of 2009 and 2008 include $4.1 million and $8.1 million, respectively, of pre-tax costs associated with investigation and restatement activities, corporate development initiatives, payments

for expired options, workforce reduction, employee retention and non-cash share-based payment expense. Details of these expenses are listed in the table below.

	Six months ended (in thousands)
	July 31,		July 31,
	2008		2009
Investigation and restatement related expenses	$	2,935	$	2,480
Corporate development related expenses		1,098		348
Payments for expired options		2,308		-
Retention and reduction in force expenses		933		904
Non-cash share-based payment expense		831		355
Total pre-tax expenses	$	8,105	$	4,087

First and second quarter of fiscal 2009 revenues were $11.6 and $11.9 million, respectively, down 27% and 25% as compared to first and second quarter of fiscal 2008 revenues of $15.9 and 15.8 million, respectively. At July 31, 2009, the Company had $82.9 million in cash, cash equivalents and short-term investments, $89.4 million of working capital, and $95.5 million of shareholders’ equity. The Company’s financial position at such date reflected the special cash dividend of approximately $200 million, or $4.58 per share, paid in April, 2009.

Shawn Osborne, President and Chief Executive Officer, said, “Continued global economic weakness and the decline in wireless infrastructure capital spending has slowed the deployment of Ulticom products by our customers. We have acted quickly to align our operations to sustain gross margins, optimize bottom line performance and to preserve our financial strength. Consequently, we believe we are well positioned to weather current market conditions and capitalize on the growing needs to support an increasingly wireless world.”

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Osborne continued, “The rising demand for a converged mobile voice, data and video network is creating a growing need for innovative solutions that can effectively manage the growth and complexity in wireless traffic. With the pace of wireless adoption accelerating, the leading communications infrastructure providers are increasingly relying on trusted vendors, such as Ulticom, with proven, dependable technology and expertise. To capitalize on our competitive advantages in the growing segments of these evolving markets, we are developing new Signalware component and system solutions targeting applications such as next generation broadband mobile access, multimedia transport control, subscriber data management, and enhanced communication services. These solutions will enable us to not only broaden and strengthen our customer relationships, but also to expand into new markets by offering Ulticom products based on emerging Internet protocol technologies. With a strong balance sheet, market leading portfolio of high-quality products, and outstanding customer service, we believe we are well-positioned to build value for our shareholders over the long term.”

Preliminary Unaudited Results for the Third Quarter of Fiscal Year 2009

Subject to completion of its financial review process in connection with the filing of its Quarterly Report on Form 10-Q, the Company expects to report third quarter of fiscal 2009 revenue of approximately $10.5 million up 2% year-over-year as compared to third quarter of fiscal 2008 revenue of $10.3 million. This is down 12% sequentially as compared to second quarter of fiscal 2009 revenue of $11.9 million. The Company estimates that its results of operations for the third quarter of fiscal 2009 will include costs associated with restatement activities, payments for expired options, workforce reduction, employee retention and share-based payment expense totaling approximately $2 million.

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The Company currently intends to file its Quarterly Report on Form 10-Q for the fiscal third quarter and conduct a conference call to discuss third quarter financial results on December 10, 2009.

About Ulticom, Inc.

Ulticom provides service essential signaling component and system solutions for wireless, wireline, and Internet communications. Ulticom's products are used by leading telecommunication equipment and service providers worldwide to deploy broadband mobile access, multimedia transport control, subscriber data management and enhanced communication services. Ulticom is headquartered in Mount Laurel, NJ with additional offices in the United States, Europe, and Asia.

Note: Press Release contains “forward-looking statements” for purposes of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties There can be no assurances that the results predicted in any such forward-looking statements will be achieved, and actual events or results could differ materially from the results predicted or from any other forward-looking statements made by, or on behalf of, the Company, and should not be considered as an indication of future events or result. Important factors that could cause actual results to differ materially include: the continued risk of potential claims, proceedings or expenses relating to the restatement of the financial statements of the Company required in connection with the completed Audit Committee investigations relating to improper historical option grant practices and other unrelated historical accounting practices and in connection with the Company's evaluation of its revenue recognition and depreciation practices; risks relating to our disclosure controls and procedures, which were ineffective as of January 31, 2009, due to our inability to timely file our financial reports and because of the material weaknesses in our internal control over financial reporting described in our Annual Report on Form 10-K filed on September 30, 2009; risks relating to our ability to comply with the Final Judgment, including our ability to file required reports with the Securities and Exchange Commission as mandated by the Final Judgment; risks relating to our directors and officers liability insurance being unlikely to cover expenses or liabilities relating to our historical improper option-related accounting practices; risks associated with the quotation of the Company’s common stock in the “Pink Sheets,” including limited liquidity due to, among other things, the absence of market makers; the risk that the Company may be unable to list its common stock on The NASDAQ Capital Market or on any other established national securities exchange; risks relating to changes in our capital structure, including in relation to the special dividend paid in April 2009; risks relating to the inaccuracies in our historical periodic reports filed with the Securities and Exchange Commission prior to September 30, 2009, which reports cannot be relied upon; risks relating to the interests of our majority shareholder, Comverse Technology, Inc. which may differ from the interests of other shareholders; risks associated with the dependence on sales of the Company’s Signalware products and the possibility of such products becoming outdated because of new technology; risks relating to the Company’s ability to identify and respond to technological trends in its target markets, develop and maintain solutions that meet customers’ changing needs and enhance existing products to differentiate them from competing products; risks associated with the Company’s dependence on a limited number of customers for a significant percentage of the Company’s revenues, which customers may experience difficulties due to the current market environment and reductions in capital spending among the Company’s current and prospective customers; risks relating to aggressive competition that may force the Company to reduce prices; risks associated with holding a large proportion of the Company’s assets in cash equivalents and short-term investments; risks associated with the Company’s products being dependent upon their ability to operate on and support new hardware and operating systems, signaling systems and protocols of other companies; risks associated with the integration of the Company’s products with those of equipment manufacturers and application developers and the Company’s ability to establish and maintain channel and marketing relationships with leading equipment manufacturers and application developers; risks associated with the Company’s products having long sales cycles and the limited ability to forecast the timing and amount of product sales; risks associated with the Company’s reliance on a limited number of independent manufacturers to manufacture boards for the Company’s products and on a limited number of suppliers for board components; risks associated with becoming subjected to, defending and resolving allegations or claims of infringement of intellectual property rights; risks associated with others infringing on the Company’s intellectual property rights and the inappropriate use by others of the Company’s proprietary technology; risks associated with our dependence on customers outside of the United States for a significant portion of our total revenues and our exposure to particular risks associated with international transactions; risks associated with the Company’s ability to retain existing personnel and recruit and retain qualified personnel; risks associated with the increased difficulty in relying on equity incentive programs to attract and retain talented employees and with any associated increased employment

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costs; risks associated with rapidly changing technology and the ability of the Company to introduce new products on a timely and cost-effective basis; risks associated with changes in the competitive or regulatory environment in which the Company operates; and other risks described the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 30, 2009. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

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Financial Highlights

Financial highlights at and for the three-month periods ended April 30, 2008 and 2009 and at and for the three and six-month periods ended July 31, 2008 and 2009 appear below. Readers are encouraged to review the Quarterly Reports on Form 10-Q filed today for the first and second quarter of fiscal 2009, in particular the Explanatory Note immediately preceding Item 1; the Condensed Consolidated Financial Statements and notes thereto included in Item 1; and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2.

ULTICOM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

		January 31,		April 30,		July 31,
		2009		2009		2009
ASSETS
Current Assets:
Cash and cash equivalents	$	206,771	$	39,914	$	17,917
Short-term investments		75,224		41,864		64,979
Accounts receivable, net		11,532		12,681		10,659
Inventories		1,101		1,411		1,234
Prepaid expenses and other current assets		8,059		7,210		5,957
Total current assets		302,687		103,080		100,746
Property and equipment, net		2,841		2,503		2,317
Other assets		9,423		10,083		10,444
Total assets	$	314,951	$	115,666	$	113,507
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	8,570	$	9,006	$	6,707
Deferred revenue		2,619		4,164		4,596
Total current liabilities		11,189		13,170		11,303
Total long-term liabilities:		7,296		6,625		6,741
Total shareholders’ equity		296,466		95,871		95,463
Total liabilities and shareholders’ equity	$	314,951	$	115,666	$	113,507

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Financial Highlights, continued

ULTICOM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three months ended
	April 30,			April 30,
	2008			2009
Revenues	$	15,890		$	11,556
Cost of revenues		3,910			3,018
Gross profit		11,980			8,538
Operating expenses:
Research and development		4,572			3,490
Selling, general and administrative		11,344			7,345
Loss from operations		(3,936	)		(2,297	)
Interest and other income, net		2,024			853
Loss before income taxes		(1,912	)		(1,444	)
Income tax benefit		(654	)		(533	)
Net loss	$	(1,258	)	$	(911	)
Loss per share:
Basic	$	(0.03	)	$	(0.02	)
Diluted	$	(0.03	)	$	(0.02	)

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Financial Highlights, continued

ULTICOM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three months ended						Six months ended
	July 31,			July 31,			July 31,			July 31,
	2008			2009			2008			2009
Revenues	$	15,759		$	11,864		$	31,649		$	23,420
Cost of revenues		4,271			2,890			8,181			5,908
Gross profit		11,488			8,974			23,468			17,512
Operating expenses:
Research and development		4,318			3,367			8,890			6,857
Selling, general and administrative		8,477			6,732			19,821			14,077
Loss from operations		(1,307	)		(1,125	)		(5,243	)		(3,422	)
Interest and other income, net		2,097			373			4,121			1,226
Income (loss) before income taxes		790			(752	)		(1,122	)		(2,196	)
Income tax expense (benefit)		270			(237	)		(384	)		(770	)
Net income (loss)	$	520		$	(515	)	$	(738	)	$	(1,426	)
Earnings (loss) per share:
Basic	$	0.01		$	(0.01	)	$	(0.02	)	$	(0.03	)
Diluted	$	0.01		$	(0.01	)	$	(0.02	)	$	(0.03	)

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