- Current report filing (8-K)
May 09 2011 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 5, 2011
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania
(State or Other Jurisdiction
of Incorporation)
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000-27312
(Commission
File Number)
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25-1537134
(IRS Employer
Identification Number)
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3120 Unionville Rd., Suite 400
Cranberry Twp., PA 16066
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
(724) 720-1400
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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A Special Meeting of Shareholders of Tollgrade Communications, Inc. (Tollgrade) was held on
May 5, 2011. Represented at the meeting were 9,373,671 shares, or 71.6%, of Tollgrades 13,092,152
shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the
final voting results for the actions taken by the shareholders at the meeting.
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FOR
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AGAINST
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ABSTAIN
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1.
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To adopt the Agreement and Plan of
Merger, dated as of February 21, 2011,
as it may be amended from time to
time, by and among Tollgrade
Communications, Inc., Talon Holdings,
Inc., and Talon Merger Sub, Inc.
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9,094,896
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268,958
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9,817
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2.
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To adjourn the Special Meeting, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
Special Meeting to adopt the Agreement
and Plan of Merger.
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8,941,867
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399,279
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32,525
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On May 6, 2011, the Company issued a press release, which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
The following exhibit is filed herewith:
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Exhibit
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Description
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99.1
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Press Release, dated May 6, 2011
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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 hereunto duly authorized.
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Tollgrade Communications, Inc.
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Date: May 9, 2011
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By:
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/s/ Jennifer M. Reinke
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Name:
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Jennifer M. Reinke
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Title:
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General Counsel and Secretary
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INDEX OF EXHIBITS
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Exhibit
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Description
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99.1
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Press Release, dated May 6, 2011
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