-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, THAH0lZDISuXa70QuU6yvUJAkHXmut0yFGZjpxOVmT5MV6oySE5D3x6F+Oo647gR r22slJKUo5FyXc1R6ft+3w== 0001140361-10-048690.txt : 20101207 0001140361-10-048690.hdr.sgml : 20101207 20101207173625 ACCESSION NUMBER: 0001140361-10-048690 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101203 FILED AS OF DATE: 20101207 DATE AS OF CHANGE: 20101207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ULTICOM, INC CENTRAL INDEX KEY: 0001103184 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222050748 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1020 BRIGGS RD CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: (856) 787-2700 MAIL ADDRESS: STREET 1: 1020 BRIGGS ROAD CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: ULTICOM INC DATE OF NAME CHANGE: 20000112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMVERSE TECHNOLOGY INC/NY/ CENTRAL INDEX KEY: 0000803014 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34558 FILM NUMBER: 101238175 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-1000 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc1.xml FORM 4 X0303 4 2010-12-03 1 0001103184 ULTICOM, INC ULCM 0000803014 COMVERSE TECHNOLOGY INC/NY/ 810 SEVENTH AVENUE NEW YORK NY 10019 0 0 1 0 Common Stock 2010-12-03 4 S 0 7386669 2.33 D 0 D The shares were sold by Comverse Technology, Inc. ("Comverse") to Utah Intermediate Holding Corporation ("Parent"), an affiliate of Platinum Equity Advisors, LLC, on December 3, 2010 (the "Closing Date") pursuant to the terms and conditions of the Share Purchase Agreement, dated as of October 12, 2010, among Comverse, Parent and Utah Merger Corporation ("Merger Sub"), for aggregate consideration of up to $17,210,939, which is equivalent to up to $2.33 per share, $0.35 per share of which is deferred and at risk based on the future financial performance of Ulticom, Inc. ("Ulticom"). The consideration paid to Comverse consisted of (i) $13,210,939 in cash and (ii) two non-interest bearing promissory notes in the aggregate principal amount of $4.0 million issued by Merger Sub to Comverse. (Continuation of Footnote 1) - The first promissory note, in the amount of $1.4 million, is payable to Comverse 14 months after the Closing Date, and the second promissory note, in the amount of $2.6 million, is payable to Comverse following the determination of Ulticom's revenue for the 24-month period beginning on January 1, 2011 and is subject to reduction by 40% of the difference between $75 million and the revenue generated by Ulticom during such period. The sale occurred immediately prior to the consummation of the merger of Ulticom with Merger Sub pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 12, 2010, among Ulticom, Parent and Merger Sub. Comverse Technology, Inc., By: /s/ Shefali A. Shah, SVP, General Counsel 2010-12-07 -----END PRIVACY-ENHANCED MESSAGE-----