8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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):

November 16, 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 16, 2009, Ulticom, Inc. (the “Company”) filed with the Treasurer of the State of New Jersey an amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) in order to effectuate a one for four reverse stock split. The Amendment will become effective at 9:00 a.m. EST on November 18, 2009.

The Amendment provides that each share of the Company’s common stock, no par value (“Common Stock”), issued and outstanding or held in treasury shall be reduced, or combined, into one fourth of one share of Common Stock. In addition, the Amendment will decrease the authorized common shares from 200,000,000 to 50,000,000 and decrease the authorized undesignated shares from 10,000,000 to 2,500,000. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report. Investors are encouraged to review the actual text of the Amendment for more information.

Item 8.01 Other Events.

On November 17, 2009, the Company issued a press release announcing that its Board of Directors has approved a one for four reverse stock split of the Company’s Common Stock. The Company’s press release is filed as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation.
99.1	Press release titled “Ulticom Board Approves 1 for 4 Reverse Stock Split”.

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: November 17, 2009	By:	/s/ Shawn K. Osborne
		Name:	Shawn K. Osborne
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation.
99.1	Press release titled “Ulticom Board Approves 1 for 4 Reverse Stock Split”.

EX-3.(I)

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ULTICOM, INC.

Pursuant to N.J.S. 14A:7-15.1

Dated: November 11, 2009

The undersigned corporation, having adopted an amendment to its certificate of incorporation in connection with a share combination, hereby certifies as follows:

1. The name of the corporation is Ulticom, Inc.

2.         The date of adoption by the board of directors of the corporation of the resolution approving the share combination and this related amendment to the amended and restated certificate of incorporation was November 4, 2009.

3.         This amendment to the certificate of incorporation will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the share combination exceeding the percentage of authorized shares that was unissued before the share combination.

4.         The classes of shares subject to the combination are common stock and undesignated stock. The number of shares subject to the combination is as follows:

Common Stock 43,951,218

Undesignated Stock 0

Each share of Common Stock issued and outstanding or held in treasury shall be reduced, or combined, into one-fourth of one share of Common Stock.

5.         The certificate of incorporation is amended to decrease the authorized common shares from 200,000,000 to 50,000,000 and to decrease the authorized undesignated shares from 10,000,000 to 2,500,000.

6. This Amendment shall be effective at 9:00 a.m. E.S.T., November 18, 2009.

IN WITNESS WHEREOF, the undersigned corporation caused this certificate to be executed on its behalf by its duly authorized officer as of the date first above written.

ULTICOM, INC.

By: /s/ Shawn K. Osborne                                                             

Shawn K. Osborne, President and Chief Executive Officer

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:

Joe Hassett, Senior Vice President

Gregory FCA

877-217-3597

JoeH@GregoryFCA.com

Ulticom Board Approves 1 for 4 Reverse Stock Split

Company Prepares to Meet Listing Standards for The NASDAQ Global Market

MT. LAUREL, N.J., November 17 2009 -- Ulticom, Inc. (the "Company") (Pink Sheets: ULCM.PK - News) today announced that its Board of Directors has approved a one-for-four reverse stock split of the Company’s common stock. The reverse stock split is intended to enable the per share trading price of the Company’s common stock to meet the listing standards of The NASDAQ Global Market, for which the Company has a pending listing application. The reverse split will become effective at 9 am Eastern Standard Time on November 18, 2009. At that time, a fifth character “D” will be added to the Company’s ticker symbol and the Company’s stock will trade under “ULCMD.” If approved for listing on NASDAQ, the ticker symbol will revert to “ULCM” once listed on NASDAQ.

When the reverse split becomes effective, every four shares of issued and outstanding Common Stock will automatically be combined into one issued and outstanding share. The number of authorized shares of the Company’s capital stock will also be proportionately reduced. Outstanding stock incentive awards will also be adjusted to give effect to the reverse split and the shares available for future grants will be proportionately reduced. American Stock Transfer, the Company’s stock transfer agent, will provide instructions to stockholders relating to the issuance of book-entry evidence of ownership giving effect to the reverse stock split. Shares held as part of the DTC System will be automatically adjusted on the same basis. New certificates reflecting the stock split will be issued upon request to American Stock Transfer. As of October 31, 2009, the Company had 43,951,218 shares of common stock outstanding. After giving effect to the reverse stock split, the Company expects to have approximately 10,987,800 shares outstanding.

In lieu of any fractional shares, shareholders will be paid cash equal to the average of the closing “bid” and “ask” prices of the Company’s common stock as published by Pink OTC Markets Inc. during the five (5) trading days preceding November 18, 2009 multiplied by the number (between zero and three) of the Company’s common stock not converted pursuant to the reverse stock split. Option awards will be automatically rounded to the nearest full share pursuant to the Company’s standard plan administration process and will not be eligible for a fractional share payment.

As of October 31, 2009, the Company’s cash, cash equivalents and short term investments were $80,108,000. The Company has no debt.

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: This Press Release contains “forward-looking statements” for purposes of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements relating to the Company’s pending listing application and the expected date on which it will consummate its reverse stock split, which remain subject to stock exchange and other regulatory approval, respectively. Important factors that could cause actual results to differ materially include: the risk that the Company may be unable to list its common stock on The NASDAQ Global Market or on any other established national securities exchange, the risk of delay of the reverse stock split due to regulatory review, and other risks described in 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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