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 31, 2007
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Pennsylvania | | 000-27312 | | 25-1537134 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification Number) |
493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(412) 820-1400
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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On May 31, 2007, Tollgrade Communications, Inc. (the “Company”) entered into an agreement with Teradyne, Inc. (“Seller”) to acquire substantially all of the assets of the Seller’s Broadband Test Division (the “Agreement”). The purchase price is $12,000,000, payable in cash, plus the assumption of specified liabilities and subject to adjustment for certain items pursuant to the terms of the Agreement. The Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified limitations, and closing of the transaction is subject to completion of certain customary closing conditions. The Agreement provides that the transaction is to close as soon as possible and in no event later than three business days following completion of the closing conditions, unless closing is delayed in accordance with the Agreement.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release announcing the Agreement is furnished as Exhibit 99.1 to this Report and incorporated by reference into this Item 7.01.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Section 11 or 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits
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| Exhibit | | |
| Number | | Description |
| 99.1 | | Press Release announcing entry into agreement with Teradyne, Inc.* |
| | |
| * | | Exhibit 99.1 furnished with this Current Report on Form 8-K shall not be deemed “filed” under Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and is not incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report and irrespective of any general incorporation language in such filing, unless the Company expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein. |
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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| Dated: May 31, 2007 | | By: | | /s/ Sara M. Antol | | |
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| | | | | Sara M. Antol | | |
| | | | | General Counsel and Secretary | | |
