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): December 2, 2010

ULTICOM, INC.
(Exact name of registrant as specified in its charter)

New Jersey	0-30121	22-2050748
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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

Not Applicable

(Former name or former address if changed since last report.)

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:

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 1.01 Entry Into a Material Definitive Agreement

In connection with the consummation of the Merger (as defined below), on December 3, 2010, Ulticom, Inc., a New Jersey corporation (“Ulticom” or the “Company”), entered into a Termination Agreement (the “Termination Agreement”) with Comverse Technology, Inc., a New York corporation and the Company’s majority shareholder prior to the Merger (“Comverse”), pursuant to which the following agreements between the Company and Comverse were terminated:

• the Tax Sharing Agreement, dated December 21, 1999, pursuant to which the Company and Comverse allocated between Comverse and Ulticom their consolidated federal income tax liability for taxable years and certain related matters and pursuant to which the Company paid Comverse an amount equal to its separate tax liability during years in which Comverse filed a consolidated federal income tax return which included Ulticom (the foregoing description is qualified in its entirety by reference to the Tax Sharing Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference);

• the Registration Rights Agreement, dated as of January 1, 2000, pursuant to which the Company granted to Comverse certain registration rights with respect to Ulticom’s common stock (the “Common Stock”), including rights to register for sale shares of Common Stock that are or have been acquired by directors, officers and employees of Comverse upon the exercise of options granted to them by Comverse, and agreed to indemnify Comverse, its directors, officers and employees against liabilities that may result from their sale of Common Stock, including Securities Act liabilities (the foregoing description is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference); and

• the Business Opportunities Agreement, dated as of January 1, 1999, pursuant to which Comverse and Ulticom allocated between Comverse and Ulticom opportunities to pursue transactions or matters that, absent such allocation, could constitute corporate opportunities of both companies, and Comverse agreed to indemnify Comverse and its directors and officers against any liabilities arising out of any claim that any provision of the agreement or the failure to offer any business opportunity to the Company violates or breaches any duty that may be owed to the Company by Comverse or any of its directors or officers (the foregoing description is qualified in its entirety by reference to the Business Opportunities Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference).

Under the terms and conditions of the Termination Agreement, the Company and Comverse agreed to mutually release the other party, Parent and Merger Sub and their respective successors and assigns from all claims relating to the terminated agreements that either the Company or Comverse had or may have had against the released parties. The foregoing description is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on October 12, 2010, Ulticom entered into a definitive merger agreement (the “Merger Agreement”) with Utah Intermediate Holding Corporation, a Delaware corporation (“Parent”) and Utah Merger Corporation, a New Jersey corporation and wholly owned subsidiary of Parent (“Merger Sub”), both affiliates of Platinum Equity, LLC, a Delaware limited liability company (“Platinum Equity”), providing for the acquisition of Ulticom by Platinum Equity for a purchase price of $2.33 per share of Common Stock in cash (the “Merger Consideration”), after payment of a special dividend in the amount of $5.74 per share in cash (the “Merger”).

Immediately prior to the Merger, Parent acquired all of the shares of Common Stock held by Comverse pursuant to the Share Purchase Agreement, dated as of October 12, 2010 (the “Share Purchase Agreement”), by and among Comverse, Parent and Merger Sub. The description of the Share Purchase Agreement and the transactions contemplated thereby in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the Share Purchase Agreement, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

At a special meeting of shareholders of the Company held on December 2, 2010 (the “Special Meeting”), the Company’s shareholders adopted the Merger Agreement and approved the Merger.

On December 3, 2010, in accordance with the Merger Agreement and pursuant to the New Jersey Business Corporation Act, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 3, 2010, Ulticom notified the NASDAQ Global Market (“Nasdaq”) of the consummation of the Merger and requested that trading in the Common Stock be suspended prior to market open the next business day and that the Common Stock be withdrawn from listing on Nasdaq. On the same day, Nasdaq filed a Form 25 with the Securities and Exchange Commission (“SEC”) to delist and deregister the Common Stock. As a result, the Common Stock will no longer be listed on Nasdaq following the close of business on December 3, 2010.

Item 3.03 Material Modification to Rights of Security Holders

At the effective time and as a result of the Merger, each outstanding share of the Common Stock, other than shares held by the Company, Parent, Merger Sub or any of their respective subsidiaries, was cancelled and converted into the right to receive the Merger Consideration.

The description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant

As a result of the transactions contemplated by the Share Purchase Agreement and the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The disclosures under Items 2.01 and 3.03 above and 5.02 below are incorporated herein by reference.

The aggregate consideration paid to Comverse under the Share Purchase Agreement was approximately $17.2 million, amounting to up to $2.33 per share and consisting of (i) approximately $13.2 million paid in cash by Parent at the closing of the Share Purchase Agreement and (ii) two non-interest bearing promissory notes in the aggregate principal amount of $4.0 million issued by Merger Sub to Comverse. The merger consideration was $2.33 per share, or $8.76 million in the aggregate. The source of funds for the payment of the merger consideration and the consideration paid under the Share Purchase Agreement was investment capital available to certain private investment funds controlled by Platinum Equity.

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

In accordance with the Merger Agreement, upon completion of the Merger, the directors of Merger Sub became the directors of the Company. Accordingly, on December 3, 2010, each of Paul D. Baker, John Bunyan, Michael J. Chill, Andre Dahan, Ron Hiram, Joel Legon, Rex A. McWilliams, Shawn K. Osborne and Shefali Shah ceased to be members of the Company’s board of directors and any committees to which they belonged and were replaced by Eva M. Kalawski, Executive Vice President, General Counsel and Secretary of Platinum Equity. Upon completion of the Merger, each of James Johnston, Jamie McArdle, and Shila Roohi ceased to be the Senior Vice President, Operations, Senior Vice President, Worldwide Sales, and Senior Vice President, Engineering, respectively, of the Company, but remained employees of the Company.

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

At the effective time of the Merger, the restated certificate of incorporation and the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger and attached hereto as Exhibits 3.1 and 3.2, respectively, became the certificate of incorporation and bylaws of the Company. Each of Exhibit 3.1 and 3.2 is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting, the Company’s shareholders voted on (1) a proposal (“Proposal 1”) to approve and adopt the Merger Agreement and (2) a proposal (“Proposal 2”) to approve an adjournment or postponement of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The matters acted upon at the Special Meeting are described in more detail in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on November 1, 2010, pursuant to which proxies were solicited. Set forth are the voting results for the proposals considered and voted upon at the Special Meeting:

	For		Against		Abstain		Broker Non-Votes
Proposal 1		9,674,398		1,005,019		254		0
Proposal 2		9,611,181		1,068,224		268		0

Item 7.01 Regulation FD Disclosure

The Company issued a press release on December 2, 2010, announcing that its shareholders voted to approve the Merger Agreement at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The Exhibit Index immediately following the signature page to this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURE

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, thereunto duly authorized.

Dated: December 3, 2010	ULTICOM, INC.
	By:	/s/ Shawn Osborne
		Name:	Shawn K. Osborne
		Title:	President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of October 12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 13, 2010).
3.1	Restated Certificate of Incorporation
3.2	Bylaws
10.1	Federal Income Tax Sharing Agreement, dated as of December 21, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000).
10.2	Registration Rights Agreement, dated as of January 1, 2000, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000).
10.3	Business Opportunities Agreement, dated as of January 1, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000)
10.4	Termination Agreement, dated as of December 3, 2010, by and between Ulticom, Inc. and Comverse Technology, Inc.
10.5	Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 13, 2010).
99.1	Press Release, dated December 2, 2010

EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
UTAH MERGER CORPORATION

Pursuant to the provisions of Section 14A:9-5, Corporations, General, of the New Jersey Statutes Annotated (“N.J.S.A.”), the undersigned corporation hereby executes the following Restated Certificate of Incorporation:

1. The name of the corporation is Utah Merger Corporation (the “Corporation”).

2. The purpose for which the Corporation is organized is to engage in any activity within the purposes for which corporations may be organized under N.J.S.A. 14A:1-1 et seq.

3. The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, $0.01 par value, and all of which are of the same class.

4. The address of the current registered office of the Corporation is 820 Bear Tavern Road, West Trenton, New Jersey 08628. The name of the Corporation’s current registered agent at that address is The Corporation Trust Company.

5. The number of directors constituting the current board of directors of the Corporation is one and the name and address of such director are as follows:

Name	Address
Eva M. Kalawski	360 North Crescent Drive, Beverly Hills, CA 90210

6. Pursuant to Section 14A:2-7(3) of the New Jersey Business Corporation Act, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders, except that a director or officer shall not be relieved from liability for any breach of duty based upon an act or omission: (a) in breach of such person’s duty of loyalty to the Corporation or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director or officer of the Company with respect to any matter which occurred, or any cause of action, suit or claim which, but for this Article, would have accrued or arisen, prior to such amendment, repeal or adoption.

7. Every person (a) who is or was a director, officer, employee or agent of the Corporation or of any constituent corporation absorbed by the Corporation in a consolidation or merger, or the legal representative of any such director, officer, employee or agent, or (b) who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the Corporation, or of any such corporation absorbed by the Corporation in a consolidation or merger, or the legal representative of any such director, officer, trustee, employee or agent (each such person referred to in clause (a) or (b) a “Corporate Agent”) shall be indemnified by the Corporation to the fullest extent allowed by law, including but not limited to the indemnification permitted by Section 14A:3-5(8) of the New Jersey Business Corporation Act against all expenses and liabilities in connection with any proceeding involving such Corporate Agent by reason of his being or having been such a Corporate Agent. During the pendency of any such proceeding, the Corporation shall, to the fullest extent permitted by law, promptly advance expenses that are incurred, from time to time, by the Corporate Agent in connection with the proceeding, subject to the receipt by the Corporation of an undertaking as required by law. No elimination of or amendment to this Article Seven shall deprive any person of rights hereunder arising out of alleged or actual occurrences, acts or failures to act occurring prior to such elimination or amendment. Notwithstanding the preceding provisions of this Article Seven, (a) no Corporate Agent shall be entitled to indemnification if he or she settles any such matter without the prior written consent of the Corporation and (b) the Corporation shall have the right to defend any such Corporate Agent in respect of any claim made by the Corporate Agent for indemnification, except to the extent there exists a conflict of interest between the Corporation and such Corporate Agent with respect to such claim.

8. The duration of the corporation is to be perpetual.

December 2, 2010

UTAH MERGER CORPORATION
By:	/s/ Eva M. Kalawski
	Name:	Eva M. Kalawski
	Title:	Vice President & Secretary

EX-3.2

Exhibit 3.2

UTAH MERGER CORPORATION

* * * * *
BY-LAWS
* * * * *

ARTICLE I
OFFICES

Section 1. The registered office shall be located in West Trenton, New Jersey.

Section 2. The corporation may also have offices at such other places both within and without the State of New Jersey as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETING OF SHAREHOLDER

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of New Jersey as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of New Jersey, as shall be stated in the notice of the meetings or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders of the corporation shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which the stockholders shall elect directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the time, place, and purpose or purposes of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of New Jersey as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of a majority of the stock issued and outstanding and entitled to vote at the meeting. Special meetings of the shareholders may be called also by the chairman of the board of directors.

Section 3. Written notice of a special meeting stating the time, place, and purpose or purposes of the meeting for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 4. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice thereof.

ARTICLE IV
QUORUM AND VOTING OF STOCK

Section 1. The holders of shares entitled to cast a majority of the votes at a meeting of the shareholders for the transaction of business, represented in person or by proxy, shall constitute a quorum at such meeting except as otherwise provided by the certificate of incorporation or by law. If however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by the certificate of incorporation or by law.

Section 3. Each outstanding share of stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the certificate of incorporation. A shareholder may vote either in person or by proxy authorized in accordance with law.

Section 4. Except as provided by law, any action required to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting for 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 such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE V
DIRECTORS

Section 1. The number of directors which shall constitute the whole board of directors, other than the first board of directors, shall be one.

Directors need not be residents of the State of New Jersey nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his or her successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified.

Section 2. Unless otherwise provided in the certificate of incorporation, any vacancy occurring in the board of directors and newly created directorships resulting from an increase in the number of authorized directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director so elected by the board shall hold office until the next succeeding annual meeting of shareholders and until his or her successor shall have been elected and qualified.

Any directorship not filled by the board may be filled by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books and records of the corporation, except such as are required by statute to be kept at a specific location, at such place or places within or without the State of New Jersey as they may from time to time determine.

Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New Jersey.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Any meetings of the Board of Directors of the corporation shall be held at such date and time as shall from time to time be determined by the Board of Directors. A meeting of the Board of Directors may also be called by the Secretary or by the Chairman of the corporation. Notice of any meeting of the Board of Directors shall be provided at least one hour prior to such meeting. Notice may be waived by any director. Notice of a Board meeting may be provided orally or in writing. Written notice may be provided by e mail to a director’s e-mail address on the records of the corporation and will be effective when sent. Written notice may be provided by facsimile transmission or by electronic transmission. At all meetings of the Board of Directors, a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except at may be otherwise specifically provided by the New Jersey Permanent Statutes or other applicable law or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 5. Attendance of a director at any meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such director. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by statute or by the certificate of incorporation. Any action approved by a majority of the votes of directors present at a meeting at which a quorum is present shall be the act of the board unless a greater proportion is required by law, by the certificate of incorporation or by these by-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. 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 ten days in any one adjournment.

Section 7. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at a meeting of the board, or any committee thereof, may be taken without a meeting if, prior or subsequent to the action, all members of the board or of such committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee.

ARTICLE VII
COMMITTEES OF DIRECTORS

Section 1. The board of directors, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have one or more members. To the extent provided in such resolution or in the certificate of incorporation or in these by-laws, each such committee shall have and may exercise all the authority of the board of directors in the management of the corporation, except as otherwise restricted by statute. Vacancies in the membership of a committee shall be filled by the board of directors at a regular or special meeting of the board of directors. A committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Any notice required or permitted pursuant to statute, the certificate of incorporation, these by-laws or any resolution of directors or shareholders may also be given by electronic transmission as provided by statute.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed with or without cause by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 5. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 6. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by statute to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 7. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 8. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 11. He or she shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 12. If required by the board of directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 13. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by certificates or, in accordance with statute, shall be uncertificated. Certificates representing shares shall be signed by, or in the name of the corporation, by the chairman or vice-chairman of the board, or the president or a vice-president and may be countersigned by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as have been determined, and of the authority of the board of directors to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series.

Section 2. Any or all of the signatures of the officers of the corporation upon a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of its issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. The board of directors may fix, in advance, a date for determining the corporation’s shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to (a) notice of or to vote at any meeting of shareholders or any adjournment thereof; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend or allotment of any right. The record date may in no case be more than sixty days prior to the shareholders’ meeting or other corporate action or event to which it relates. The record date for a shareholders’ meeting may not be less than ten days before the date of the meeting. The record date to determine shareholders entitled to give a written consent may not be more than sixty days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than sixty days before the last day on which consents received may be counted. If no record date is fixed, the record date for a shareholders’ meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the board relating thereto is adopted; and the record date for determining the shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of New Jersey, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. When a determination of shareholders of record for a shareholders’ meeting has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New Jersey.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books for shares shall make a complete list of the shareholders entitled to vote at a shareholders’ meeting, or adjournment thereof. The list may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by statute. The list (a) shall be arranged in alphabetical order within each class, series, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder, (b) shall be produced or made available by means of a visual display at the time and place of the meeting and (c) shall be subject to the inspection of any shareholder for reasonable periods during the meeting.

ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS

Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to statute. Dividends may be paid in cash, in bonds of the corporation, in shares of the corporation or other property including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New Jersey”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board, subject to any provision in the certificate of incorporation reserving to the shareholders the power to adopt, amend, or repeal by-laws, but by-laws made by the board may be altered or repealed and new by-laws made by the shareholders. The shareholders may prescribe that any by-law made by them shall not be altered or repealed by the board.

EX-10.4

Exhibit 10.4

EXECUTION VERSION

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 3, 2010 by and between Ulticom, Inc., a New Jersey corporation (“Ulticom”), and Comverse Technology, Inc., a New York corporation (“Comverse”).

WHEREAS, Ulticom and Comverse are parties to that certain (i) Federal Income Tax Sharing Agreement, dated as of December 21, 1999 (the “Tax Sharing Agreement”); (ii) Registration Rights Agreement, dated as of January 1, 2000 (the “Registration Rights Agreement”); and (iii) Business Opportunities Agreement, dated as of January 1, 1999 (the “Business Opportunities Agreement”, and together with the Tax Sharing Agreement and the Registration Rights Agreement, the “Subject Agreements”);

WHEREAS, Ulticom has agreed to be acquired by Utah Intermediate Holding Corporation (“Parent”), an affiliate of Platinum Equity Capital Partners II, L.P., pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 12, 2010 (the “Merger Agreement”), by and among Ulticom, Parent and Utah Merger Corporation (“Merger Sub”); and

WHEREAS, pursuant to Section 5.3(a) of the Merger Agreement, the parties hereto desire to terminate each of the Subject Agreements effective as of the Effective Time (as defined in the Merger Agreement), with no further action necessary by the parties hereto or any other person or entity;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination of the Subject Agreements. Notwithstanding anything to the contrary in any of the Subject Agreements, at the Effective Time, each of the Subject Agreements shall be terminated and shall be of no further force or effect.

2. Obligations with respect to the Subject Agreements. Each of the parties hereto hereby acknowledges that, as of the date hereof, each party has satisfied all of its obligations under and with respect to each of the Subject Agreements.

3. Mutual Release. Ulticom on the one hand and Comverse on the other hand, each on behalf of itself and its successors and assigns (each, a “Releasing Party”), does hereby absolutely, unconditionally and irrevocably release, acquit and discharge the other party hereto, Parent, Merger Sub and their respective successors and assigns, and their respective directors, officers, stockholders, partners, members, employees, affiliates, agents, attorneys and representatives, and their respective successors and assigns, each in its capacity as such (collectively, the “Released Parties”), with respect to and from all Claims (as defined below) that the Releasing Party had or may have or claim to have in the future against each or any of the Released Parties by reason of any matter, cause or thing whatsoever relating in any manner whatsoever to any of the Subject Agreements or the performance by any of the parties hereto of its obligations thereunder and acknowledges and agrees that in the event any Claim is raised, or any Claim is threatened against the Released Parties by a Releasing Party, any of its subsidiaries or their equity owners, partners or affiliates with respect to any cause, matter or thing which is the subject of the above, regardless of when any such Claim is raised, this Agreement may be raised as a complete bar to any such Claim, and the applicable Released Party may recover from the applicable Releasing Parties all costs incurred in connection with such Claim, including attorneys’ fees. As used herein, “Claims” means any and all charges, claims, demands, liabilities, obligations, promises, agreements, controversies, challenges, complaints, damages, remedies, suits, rights, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any kind whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law, in each case arising from or relating to any acts, omissions or other conduct by any party that occurred at or prior to the Effective Time.

4. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5. Amendments. No amendment, change, modification or termination of this Agreement or any part hereof shall be effective or binding unless made in writing and signed by each party hereto.

6. Severability. Should any provision of this Agreement be declared or be determined to be illegal, invalid or otherwise unenforceable, the validity of the remaining parts, terms and provisions hereof will not be affected thereby but such will remain valid and enforceable, and said illegal or invalid parts, terms or provisions shall be deemed not to be a part of this Agreement.

5. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

6. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all of which when taken together shall constitute one and the same instrument as if the parties hereto had executed the same instrument.

7. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes, terminates and replaces any and all other previous agreements and understandings of the parties hereto with respect to the subject matter hereof, both oral and written.

8. Governing Law. This Agreement and the rights and obligations hereunder shall be governed in all respects by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

9.    Third-Party Beneficiary.  Each of the Released Parties, other than the parties hereto, shall be deemed a third-party beneficiary of each of the terms of this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first written above.

ULTICOM, INC.
By:	/s/ Shawn Osborne
	Name:	Shawn Osborne
	Title:	President & CEO

COMVERSE TECHNOLOGY, INC.
By:	/s/ Shefali A. Shah
	Name:	Shefali A. Shah
	Title:	SVP & General Counsel

[Signature Page to Termination Agreement]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FOR ULTICOM:
Joe Hassett, Senior Vice President
Gregory FCA
877-217-3597
JoeH@GregoryFCA.com

Ulticom Shareholders Approve Merger Agreement

Mount Laurel, New Jersey – December 2, 2010 – Ulticom, Inc. (NASDAQ: ULCM) (“Ulticom” or the “Company”) announced that Ulticom shareholders, at a special meeting held today in Mount Laurel, New Jersey, approved the merger agreement entered into in connection with the Company’s previously announced acquisition by affiliates of Platinum Equity, LLC. Under the terms of the merger agreement, Ulticom’s public shareholders will receive $2.33 per share in cash, after payment of a special dividend by the Company of $5.74 per share. The Company expects to pay the special dividend prior to the closing of the Platinum transaction which is expected to occur tomorrow. As previously announced, the Platinum transaction will be completed in two steps: first, the sale by Comverse Technology, Inc., the majority shareholder of the Company, of all of its shares in the Company to an affiliate of Platinum, followed immediately by the consummation of the merger of the Company with an affiliate of Platinum.

About Ulticom, Inc.

Ulticom (www.ulticom.com) 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.

About Platinum Equity

Platinum Equity (www.platinumequity.com) is a global M&A&O^® firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of business markets, including information technology, telecommunications, logistics, metals services, manufacturing and distribution. Since its founding in 1995 by Tom Gores, Platinum Equity has completed over 100 acquisitions with more than $27.5 billion in aggregate annual revenue at the time of acquisition.

Forward Looking Statements

Note: This Press Release contains “forward-looking statements” that involve risks and uncertainties, including statements relating to the Company’s future business performance and the proposed transactions with Platinum Equity. Important factors that could cause actual results to differ materially include the timing of consummating the proposed transactions, the risk that a condition to closing of the proposed transactions may not be satisfied and those risks described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 20, 2010. 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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