Catapult Communications (CATT) 10-K/A 2006 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended September 30, 2006
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 Or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number: 0-24701

CATAPULT COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	77-0086010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

160 South Whisman Road, Mountain View, California 94041

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(650) 960-1025

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Exchange on Which Registered
Common Stock, $0.001 par value	The NASDAQ Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o          Accelerated Filer þ           Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the voting stock held by non-affiliates of the registrant (based upon the closing price of the registrant’s common stock on March 31, 2006 of $13.30 per share) was approximately $138,740,000. Shares of common stock held by each executive officer and director of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of December 8, 2006, 14,022,140 shares of the registrant’s common stock, $0.001 par value, were outstanding.

EXPLANATORY NOTE

This amendment onForm 10-K/A (Amendment No. 1) is being filed to disclose those items previously omitted from Part III of the Annual Report onForm 10-K (the “Original Filing”), filed by Catapult Communications Corporation, a Nevada corporation (the “Company”), on December 29, 2006, in compliance with General Instruction G.3 toForm 10-K. Accordingly, reference to the Company’s Proxy Statement on the cover page has been deleted. In addition, pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment certain currently dated certifications. Unless otherwise indicated, the exhibits previously filed with the Original Filing is not re-filed herewith.

Except as described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and the registrant has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of thisForm 10-K/A is not a representation that any statements contained in items ofForm 10-K other than Part III, Items 10 though 14 are true or complete as of any date subsequent to the Original Filing.

TABLE OF CONTENTS

		Page
PART III
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		1
Item 11.	EXECUTIVE COMPENSATION		3
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		6
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		7
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		8
PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		9
SIGNATURES			10
EXHIBIT INDEX			11
EXHIBIT 31.1
EXHIBIT 31.2

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PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The names of the directors and certain information about them as of November 30, 2006 are set forth below. Information regarding our executive officers is included in Item 1, Part I of our Annual Report onForm 10-K previously filed on December 29, 2006, under the caption “Our Executive Officers.”

				Director
Name of Nominee	Age		Principal Occupations	Since
Peter S. Cross(1)(2)(3)		59	Retired		2003
R. Stephen Heinrichs(1)		59	Retired		2005
Nancy H. Karp(3)		61	Retired		1985
Richard A. Karp		62	Chief Executive Officer and Chairman of the Board		1985
Henry P. Massey, Jr.		67	Attorney		2001
John M. Scandalios(1)(2)		76	Retired		1987
Charles L. Waggoner(2)(3)		67	Retired		1991

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of Nominating Committee.

Dr. Peter S. Cross has served as one of our directors since October 2003. Dr. Cross is an independent investor involved as a director, technical advisor and management and engineering consultant. He retired in 1996 from Bay Networks, a telecommunications equipment manufacturer now a part of Nortel Networks, as Senior Vice President of Engineering. From 1987 to 1994, Dr. Cross served as Vice President of Engineering at SynOptics Communications, a telecommunications equipment manufacturer that merged with Wellfleet Communications to form Bay Networks. Dr. Cross holds a B.S.E.E. degree from the California Institute of Technology, and M.S. and Ph.D. degrees in electrical engineering and computer science from the University of California, Berkeley.

Mr. R. Stephen Heinrichs has served as one of our directors since September 2005. Before his retirement in 2001, Mr. Heinrichs was Chief Financial Officer of Avistar Communications Corporation, a publicly-held video communications company he co-founded and for which he presently serves as a director. Mr. Heinrichs is also a director of PDF Solutions, Inc., a provider of software and services for integrated circuit design and manufacture. Mr. Heinrichs was a member of the board of directors of Artisan Components and was its audit committee chairman from January 2003 until the company was acquired in 2005. From 1976 through 1989 he was Chief Financial Officer of Teknekron, a private venture firm, and Chairman and Chief Executive Officer of several Teknekron companies. Mr. Heinrichs holds a B.S. from California State University, Fresno, in Accounting and is a Certified Public Accountant.

Ms. Nancy H. Karp has served as one of our directors since our inception and served as our Treasurer from inception to September 1997 and as our Secretary from inception to October 2002. Ms. Karp holds an M.B.A. from Claremont Graduate University, an M.P.H. degree (public health) from the University of California at Berkeley and a B.S. degree from Texas Tech University.

Dr. Richard A. Karp founded Catapult in 1985 and has served as our Chief Executive Officer and Chairman of the Board since inception and as President from inception to May 2000. Dr. Karp holds a Ph.D. in computer science from Stanford University, an M.S. degree in mathematics from the University of Wisconsin and a B.S. degree in science from the California Institute of Technology.

Mr. Henry P. Massey, Jr. has served as one of our directors since May 2001 and as our Secretary from October 2002 through January 2003. Mr. Massey has practiced law since 1969 and has been a member of the law firm of Wilson Sonsini Goodrich & Rosati, P.C., since August 1982. Mr. Massey has served as Catapult’s principal corporate counsel since 1998. Mr. Massey holds A.B. and J.D. degrees from Cornell University.

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Mr. John M. Scandalios has served as one of our directors since November 1987. From 1994 through April 1999, Mr. Scandalios served as Vice President of Sales at Flowpoint Corporation (Flowpoint), a computer networking company. Mr. Scandalios holds M.B.A. and B.A. degrees from the University of Chicago.

Mr. Charles L. Waggoner has served as one of our directors since January 1991. Through 2000, Mr. Waggoner served as President of the FlowPoint Division of Efficient Networks, Inc. From 1993 through 1999, Mr. Waggoner served as President of FlowPoint. Mr. Waggoner holds a B.S.E.E. degree from South Dakota State University.

Dr. Karp and Ms. Karp were married until June 1998. There are no other family relationships between directors and executive officers of the Company.

Audit Committee

The Audit Committee of the Board of Directors consists of Directors Cross, Heinrichs, and Scandalios. Mr. Heinrichs serves as Chairman of the Audit Committee. None of the current Audit Committee members is an employee of Catapult Communications Corporation, and all of them are independent within the meaning of the rules of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market (the “Nasdaq Rules”). The Board of Directors has designated Mr. Heinrichs as an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission and has determined that he has the accounting and related financial management expertise to satisfy the requirement that at least one member of the Audit Committee be financially sophisticated within the meaning of the Nasdaq Rules.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of initial ownership and changes in ownership with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Executive officers, directors and greater than 10% stockholders are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements during fiscal year 2006.

Code of Ethics

We have adopted a Code of Ethics for Principal Executive and Senior Financial Officers, a copy of which has been filed as Exhibit 14 to our Annual Report onForm 10-K dated December 5, 2003.

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Item 11.   EXECUTIVE COMPENSATION

The following table sets forth the compensation during the fiscal years ended September 30, 2006, 2005 and 2004 of the Chief Executive Officer and each of the four other most highly compensated executive officers of the Company in the fiscal year ended September 30, 2006 (the CEO and such other officers collectively the “Named Executive Officers”):

Summary Compensation Table

			Annual Compensation						Long-Term
							Other Annual		Compensation		All Other
							Compensation		Awards		Compensation
Name and Principal Position	Fiscal Year		Salary($)		Bonus($)		(1)($)		Options(#)		(2)($)
Richard A. Karp		2006		320,004		3,244		—		30,000		18,197
Chief Executive Officer and		2005		320,004		148,966		—		20,000		16,435
Chairman of the board of directors		2004		320,004		250,450		—		10,000		13,380
David Mayfield		2006		287,500		2,883		—		40,000		12,973
President and		2005		260,000		139,743		—		20,000		11,698
Chief Operating Officer		2004		260,000		234,809		—		10,000		10,762
Christopher Stephenson		2006		207,667		2,162		—		40,000		10,676
Vice President, Chief Financial		2005		182,000		114,070		—		10,000		9,424
Officer and Secretary		2004		182,000		191,087		—		10,000		8,531
Sean Kelly		2006		200,000		2,883		—		30,000		16,586
Vice President, Sales		2005		200,000		130,518		—		20,000		14,983
		2004		200,000		218,236		—		10,000		15,093
Glenn Stewart		2006		200,000		1,622		—		20,000		12,647
Vice President,		2005		200,000		75,174		—		10,000		11,527
Chief Technology Officer		2004		200,000		128,125		—		10,000		11,340

(1)

Includes perquisites only where the aggregate amount thereof equals or exceeds the lesser of $50,000 of 10% of the salary plus bonus for the executive officer.

(2)

Includes (a) health insurance premiums in fiscal 2006 of approximately $15,006 for Dr. Karp, $9,903 for Mr. Mayfield, $9,903 for Mr. Stephenson, $13,842 for Mr. Kelly and $9,903 for Mr. Stewart; (b) employer matching contributions to each officer’s401-K plan in fiscal 2006 of $2,000 for Dr. Karp, $2,000 for Mr. Mayfield, $2,000 for Mr. Kelly and $2,000 for Mr. Stewart; and (c) life insurance premiums paid by us in the amount of $1,190 for Dr. Karp, $1,070 for Mr. Mayfield, $773 for Mr. Stephenson, $744 for Mr. Kelly and $744 for Mr. Stewart.

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Option Grants

The following table shows, as to the Named Executive Officers, information concerning stock options granted during the fiscal year ended September 30, 2006.

Option Grants in Last Fiscal Year

										Potential Realizable
	Individual Grants(1)									Value at Assumed
	Number of		% of Total							Annual Rates of
	Securities		Options							Stock Price
	Underlying		Granted to							Appreciation
	Options		Employees in			Exercise Price		Expiration		for Option Term(4)
Name	Granted(#)(1)		Fiscal Year(2)			Per Share ($/sh)		Date (s)(3)		5%($)		10%($)
Richard A. Karp		30,000		5.4	%		12.55		04/30/16		236,779		600,044
David Mayfield		40,000		7.1	%		12.55		04/30/16		315,705		800,059
Christopher Stephenson		40,000		7.1	%		12.55		04/30/16		315,705		800,059
Sean Kelly		30,000		5.4	%		12.55		04/30/16		236,779		600,044
Glenn Stewart		20,000		3.6	%		12.55		04/30/16		157,853		400,029

(1)	These options were granted pursuant to our 1998 Stock Plan and have terms of 10 years, subject to earlier termination in certain events related to termination of employment. These options vest as to 1/8th of the underlying shares six months after the date of grant, and as to 1/48th of the shares each month thereafter. The exercise price of the options we grant is equal to the fair market value of our Common Stock as measured by the closing sales price of our Common Stock on the Nasdaq National Market on the date of grant. The exercise price may be paid by cash or check, or surrender of shares of our Common Stock owned by the optionee for more than six months. Alternatively, optionees may exercise their shares under a cashless exercise program. Under this program, the optionee may provide irrevocable instructions to sell the shares acquired on exercise and to remit to us a cash amount equal to the exercise price and all applicable withholding taxes.
(2)	Based on an aggregate of 559,585 shares subject to options granted in fiscal 2006.
(3)	Options may terminate before their expiration dates if the optionee’s status as an employee or consultant is terminated or upon the optionee’s death or disability.
(4)	The potential realizable value is calculated based on the term of the option (10 years) and assumes that the deemed value at the date of grant appreciates at the indicated annual rate, compounded annually for the entire term of the option, and that the option is exercised and sold on the last day of its term for the appreciated stock price. The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent the Company’s estimate or projection of the Company’s future Common Stock prices.

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Option Exercises and Values

The following table sets forth certain information regarding option exercises by the Named Executive Officers during the fiscal year ended September 30, 2006. as well as the options held by such Named Executive Officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

									Value of Unexercised
	Shares				Number of Unexercised Options				In-the-Money Options
	Acquired on		Value		at September 30, 2006 (#)				at September 30, 2006 ($)(1)
Name	Exercise(#)		Realized($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Richard A. Karp		—		—		154,166		45,834		43,732		7,468
David Mayfield		—		—		115,666		55,834		43,732		7,468
Christopher Stephenson		—		—		34,874		49,376		34,132		7,468
Sean Kelly		—		—		72,832		54,168		—		—
Glenn Stewart		22,500		307,275		98,624		29,376		43,732		7,468

(1) Value ofin-the-money options is based on market value of the Company’s Common Stock on September 30, 2006 of $8.36 minus the exercise price.

Employment Agreements and Change in Control Arrangements

Unless options shall have become fully exercisable as a result of a dissolution, merger or asset sale, in the event of a Change of Control, as described below, the options granted to our non-employee directors shall become vested and exercisable in full. A Change of Control means (i) the acquisition of 50% or more of the total voting power represented by our then outstanding voting securities by a “person” (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than (A) a trustee or other fiduciary holding securities under one of our employee benefit plans acting in such capacity, (B) a corporation owned directly or indirectly by our stockholders in substantially the same proportions as their ownership of our stock or (C) Richard A. Karp or Nancy H. Karp; (ii) the consummation of the sale or disposition by us or all of substantially all of our assets; or (iii) the consummation of a merger or consolidation of Catapult with any other corporation, other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by voting securities of Catapult or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended September 30, 2006, our Compensation Committee consisted of Peter S. Cross, John M. Scandalios, and Charles L. Waggoner. None of the current members of the Compensation Committee is an officer or employee or former officer or employee of the Company. None of the members of the Compensation Committee have interlocking relationships as defined by the Securities and Exchange Commission nor any other relationship requiring disclosure.

Director Compensation

Each of our non-employee directors is compensated at a rate of $1,000 per board meeting ($500 for telephonic attendance) and $500 per committee meeting attended by the director, except that directors are not separately compensated for committee meetings held in conjunction with meetings of the board of directors. Each non-employee director also receives an annual fiscal year retainer of $10,000 for non-committee directors, $15,000 for directors who serve on the Audit or Compensation Committees, and $20,000 for the Chairman of the Audit Committee.

Non-employee directors are also eligible for option grants under our 1998 Stock Plan. In April 2006, each non-employee director received an option grant to purchase 10,000 shares of our Common Stock under our 1998 Stock Plan at an exercise price of $12.55 per share.

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Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table provides information as of September 30, 2006 about our Common Stock that may be issued upon the exercise of options and rights granted to employees, consultants or members of our board of directors under all equity compensation plans:

						Number of Securities
						Remaining Available for
						Future Issuance Under
	Number of Securities to be			Weighted-Average Exercise		Equity Compensation
	Issued Upon Exercise of			Price of Outstanding		Plans (Excluding
	Outstanding Options,			Options,		Securities Reflected
Plan Category	Warrants and Rights			Warrants and Rights		in Column(a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		2,334,867	(1)	$	15.14		933,418	(2)
Equity compensation plans not approved by security holders		—			—		—
Total		2,334,867		$	15.14		933,418

(1)	Of these shares of Common Stock, 1,200 shares were subject to outstanding options under the 1989 Stock Option Plan and 2,333,667 shares were subject to outstanding options under the 1998 Stock Plan.
(2)	These shares of Common Stock remain available for future issuance under the 1998 Stock Plan. The 1998 Employee Stock Purchase Plan was terminated on October 31, 2005. The 1989 Stock Option Plan and the UK Executive Share Option Scheme were terminated in 1999, and no shares are available for future grant thereunder.

PRINCIPAL STOCKHOLDERS

The following table provides information relating to the beneficial ownership of our Common Stock as of December 8, 2006 (except as otherwise indicated) by:

•  each stockholder known by us to own beneficially more than 5% of our Common Stock;

•  each of our executive officers named in the summary compensation table under Item 11, Part III of this report;

•  each of our directors; and

•  all of our directors and executive officers as a group.

Beneficial ownership is determined based on the rules of the Securities and Exchange Commission. The column captioned “Total Shares and Shares Underlying Exercisable Options or Convertible Securities Beneficially Owned” includes the number of shares of our Common Stock subject to options or convertible securities that are currently exercisable or will become exercisable on or before February 6, 2007, sixty (60) days from December 8, 2006. The number of shares subject to options or convertible securities that each beneficial owner has the right to acquire on or before February 6, 2006 is listed separately under the column “Number of Shares Underlying Options or Convertible Securities Exercisable on or before February 6, 2007.” These shares are not deemed exercisable for purposes of computing the beneficial ownership of any other person. Percent of beneficial ownership is based upon 14,022,140 shares of our Common Stock outstanding as of December 8, 2006. The address for those individuals for which an address is not otherwise provided is c/o Catapult Communications Corporation, 160 South Whisman Road, Mountain View, California 94041. Unless otherwise indicated, we believe the stockholders listed have sole voting or investment power with respect to all shares, subject to applicable community property laws.

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			Number of
			Shares		Total Shares
			Underlying		and Shares
			Options or		Underlying
			Convertible		Exercisable
	Number of		Securities		Options or		Percentage
	Outstanding		Exercisable		Convertible		of Outstanding
	Shares		on or before		Securities		Shares
	Beneficially		February 6,		Beneficially		Beneficially
Name and Address	Owned		2006		Owned		Owned
Richard A. Karp(1)		2,830,770		163,125		2,993,895		21.11	%
Fidelity Management & Research(3)		1,898,032		—		1,898,032		13.54	%
82 Devonshire Street
Boston, Massachusetts 02109
Royce & Associates LLC(5)		1,424,725		—		1,424,725		10.16	%
1414 Avenue Of The Americas
New York, New York 10019
T. Rowe Price Associates, Inc.(4)		1,396,100		—		1,396,100		9.96	%
100 East Pratt St.
Baltimore, MD 21202
Nancy H. Karp(2)		1,347,281		19,844		1,367,125		9.74	%
Glenn Stewart		110,636		104,875		215,511		1.53	%
Sean Kelly		900		86,374		87,274		*
David Mayfield		—		126,500		126,500		*
Christopher Stephenson		—		44,875		44,875		*
John M. Scandalios		30,810		19,844		50,654		*
Charles L. Waggoner(6)		14,500		19,844		34,344		*
Henry P. Massey, Jr.		4,000		34,844		38,844		*
Peter S. Cross		—		16,927		16,927		*
R. Stephen Heinrichs		—		10,208		10,208		*
All directors and executive officers as a group (17 persons)(1)(2)(6)		4,389,169		1,095,249		5,484,418		36.28

*	Less than 1%
(1)	Includes 78,330 shares held by trusts for the benefit of Dr. Karp’s children of which Dr. Karp is a trustee. Dr. Karp has voting and dispositive control over such shares.
(2)	Includes 61,328 shares held by trusts for the benefit of Ms. Karp’s children of which Ms. Karp is a trustee. Ms. Karp has voting and dispositive control over such shares.
(3)	Information based on the Schedule 13F filed for the quarter ended September 30, 2006 with the Securities and Exchange Commission by Fidelity Management & Research, LLC.
(4)	Information based on the Schedule 13F filed for the quarter ended September 30, 2006 with the Securities and Exchange Commission by T. Rowe Price Associates, Inc.
(5)	Information based on the Schedule 13F filed for the quarter ended September 30, 2006 with the Securities and Exchange Commission by Royce & Associates LLC.
(6)	Includes 1,500 shares held by trusts for the benefit of Mr. Waggoner’s two grandchildren of which Mr. Waggoner is a trustee. Mr. Waggoner has voting and dispositive control over such shares.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions

David Mayfield, our President and Chief Operating Officer, received an interest-free employee relocation loan from Catapult in November 2000 in the amount of $250,000 in connection with his initial employment with

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Catapult. The loan is secured by a second deed of trust on Mr. Mayfield’s principal residence. The loan is repayable in quarterly payments of $2,100, with a balloon payment due in November 2015. The principal amount outstanding on the loan as of October 1, 2005 was $208,000 including a prepayment for the first fiscal quarter 2006 and the debt had been reduced to $201,700 at September 30, 2006.

Henry P. Massey, Jr., one of our directors, is a member of the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation (WSGR), which provides various legal services to Catapult. We anticipate that WSGR will continue to provide services in the current fiscal year.

Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table is a summary of the fees billed to us by Deloitte & Touche LLP for professional services for the fiscal year ended September 30, 2006 and the fees billed to us by PricewaterhouseCoopers LLP for professional services for the fiscal year ended September 30, 2005:

	Fiscal		Fiscal
Fee Category	2006 Fees		2005 Fees
Audit Fees	$	1,124,950	$	1,356,887
Audit-Related Fees		—		—
Tax Fees				62,585
All Other Fees		1,500		1,589
Total Fees	$	1,126,450	$	1,421,061

Audit Fees.  Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by our independent registered public accounting firms in connection with statutory and regulatory filings or engagements. Audit fees also included the audit of management’s report on the effectiveness of Catapult’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.

Audit-Related Fees.  Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

Tax Fees.  Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audit defense, customs and duties, mergers and acquisitions, and international tax planning.

All Other Fees.  Consists of fees for products and services other than the services reported above. In fiscal 2006 and 2005, these services included administrative services.

The Audit Committee’s practice is to consider and approve in advance all proposed audit and non-audit services to be provided by our independent registered public accounting firm.

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PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Amendment No. 1 to the Annual Report onForm 10-K/A.

Exhibit No.			Exhibit Title
	31	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have as duly caused the report to be signed on our behalf by the undersigned, thereunto duly authorized.

CATAPULT COMMUNICATIONS CORPORATION

By:  /s/  Richard A. Karp

Richard A. Karp

Chief Executive Officer & Chairman of the Board

Date: January 29, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Richard A. Karp (Richard A. Karp)	Chief Executive Officer, Chairman of the Board (Principal Executive Officer)	January 29, 2007
/s/  Christopher A. Stephenson (Christopher A. Stephenson)	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	January 29, 2007
/s/  Charles L. Waggoner* (Charles L. Waggoner)	Director	January 29, 2007
/s/  R. Stephen Heinrichs* (R. Stephen Heinrichs)	Director	January 29, 2007
/s/  John M. Scandalios* (John M. Scandalios)	Director	January 29, 2007
/s/  Nancy H. Karp* (Nancy H. Karp)	Director	January 29, 2007
/s/  Henry P. Massey, Jr.* (Henry P. Massey, Jr.)	Director	January 29, 2007
/s/  Peter S. Cross* (Peter S. Cross)	Director	January 29, 2007

By:  /s/  Richard A. Karp

Richard A. Karp

Attorney-in-Fact

* Such signature has been affixed pursuant to a Power of Attorney filed as an exhibit to the Annual Report onForm 10-K filed on December 29, 2006 and is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.			Exhibit Title
	31	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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