UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
April 27, 2009
ULTICOM, INC.
(Exact name of registrant as specified in its charter)
New Jersey |
| 0-30121 |
| 22-2050748 |
State or Other Jurisdiction of Incorporation or Organization |
| (Commission File Number) |
| I.R.S. 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
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 (see General Instruction A.2. below):
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) | Compensatory Arrangements of Certain Officers. |
Effective as of April 21, 2009, the exercise prices of outstanding options to purchase 2,982,104 shares of common stock of Ulticom, Inc. (the “Company”) (“Stock Options”) were adjusted in connection with the special cash dividend of $4.58 per share (the “Special Dividend”) paid by the Company on April 20, 2009. As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2009, as contemplated by its equity compensation plans and recommended by the Compensation Committee, the Board of Directors of the Company approved a decrease in the exercise prices of all outstanding unexercised Stock Options that have been previously awarded to officers, employees and directors of the Company, which prices were to be determined after the distribution of the Special Dividend on April 20, 2009. These prices were not determined until April 27, 2009 to ensure that the new exercise prices would comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
The exercise price for all outstanding unexercised Stock Options was reduced by $4.58 per share, except for 60,959 outstanding unexercised Stock Options with an exercise price equal to $3.9723 per share for which the exercise price was reduced to $0.5010 per share in order to preserve their characterization as stock options under the Internal Revenue Code. In each case, to the extent required and applicable, the adjustment of the outstanding unexercised Stock Options was done in a manner intended to comply with Section 409A of the Internal Revenue Code, and provide an equitable adjustment in connection with the Special Dividend. For the 2,921,145 outstanding unexercised Stock Options reduced by $4.58 per share, the weighted average exercise price was reduced from $11.4851 to $6.9051.
The adjustments applied to outstanding unexercised Stock Options to purchase an aggregate of 2,982,104 shares of common stock, of which 754,002 shares related to Stock Options held by executive officers and 67,500 shares related to Stock Options held by directors. The adjustments for outstanding unexercised Stock Options held by the Company’s Chief Executive Officer, Chief Financial Officer and Senior Vice Presidents are summarized below:
| Option Awards | ||||
Name, Title and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Pre-Adjustment Option Exercise Price ($) | Post-Adjustment Option Exercise Price ($) | Option Expiration Date |
Shawn Osborne President and Chief Executive Officer |
|
|
|
|
|
12/29/2005 | 56,250 | 18,750 | 9.8400 | 5.2600 | 12/29/2015 |
7/9/2004 | 75,000 | 0 | 10.8500 | 6.2700 | 7/9/2014 |
6/26/2003 | 75,000 | 0 | 9.7200 | 5.1400 | 6/26/2013 |
6/25/2002 | 100,000 | 0 | 6.5200 | 1.9400 | 6/25/2012 |
3/5/2001 | 75,000 | 0 | 19.5625 | 14.9825 | 3/5/2011 |
4/4/2000 | 25,000 | 0 | 13.0000 | 8.4200 | 4/4/2010 |
Mark Kissman Senior Vice President and Chief Financial Officer |
|
|
|
|
|
12/29/2005 | 22,500 | 7,500 | 9.8400 | 5.2600 | 12/29/2015 |
7/9/2004 | 30,000 | 0 | 10.8500 | 6.2700 | 7/9/2014 |
6/26/2003 | 30,000 | 0 | 9.7200 | 5.1400 | 6/26/2013 |
12/19/2001 | 25,000 | 0 | 9.3800 | 4.8000 | 12/19/2011 |
| 2 |
| Option Awards | ||||
Name, Title and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Pre-Adjustment Option Exercise Price ($) | Post-Adjustment Option Exercise Price ($) | Option Expiration Date |
James Johnston Senior Vice President – Operations |
|
|
|
|
|
12/29/2005 | 15,000 | 5,000 | 9.8400 | 5.2600 | 12/29/2015 |
7/9/2004 | 30,000 | 0 | 10.8500 | 6.2700 | 7/9/2014 |
6/26/2003 | 30,000 | 0 | 9.7200 | 5.1400 | 6/26/2013 |
6/25/2002 | 10,002 | 0 | 6.5200 | 1.9400 | 6/25/2012 |
3/5/2001 | 25,000 | 0 | 19.5625 | 14.9825 | 3/5/2011 |
7/10/2000 | 10,000 | 0 | 22.5625 | 17.9825 | 7/10/2010 |
8/2/1999 | 30,000 | 0 | 3.9723 | 0.5010 | 8/2/2009 |
Shila Roohi Senior Vice President – Engineering |
|
|
|
|
|
12/29/2005 | 5,625 | 1,875 | 9.8400 | 5.2600 | 12/29/2015 |
7/9/2004 | 10,000 | 0 | 10.8500 | 6.2700 | 7/9/2014 |
6/26/2003 | 15,000 | 0 | 9.7200 | 5.1400 | 6/26/2013 |
6/25/2002 | 16,500 | 0 | 6.5200 | 1.9400 | 6/25/2012 |
3/5/2001 | 10,000 | 0 | 19.5625 | 14.9825 | 3/5/2011 |
The adjustments for outstanding unexercised Stock Options held by the Company’s directors are summarized below:
| Option Awards | ||||
Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Pre-Adjustment Option Exercise Price ($) | Post-Adjustment Option Exercise Price ($) | Option Expiration Date |
Paul Baker |
|
| |||
7/9/2004 | 2,500 | 0 | 10.8500 | 6.2700 | 7/9/2014 |
Michael Chill |
|
|
|
|
|
3/16/2005 | 5,000 | 0 | 11.0700 | 6.4900 | 3/16/2015 |
6/14/2004 | 15,000 | 0 | 10.7350 | 6.1550 | 6/14/2014 |
Ron Hiram |
|
|
|
|
|
3/16/2005 | 5,000 | 0 | 11.0700 | 6.4900 | 3/16/2015 |
3/12/2004 | 5,000 | 0 | 9.9900 | 5.4100 | 3/12/2014 |
3/17/2003 | 5,000 | 0 | 6.6700 | 2.0900 | 3/17/2013 |
3/13/2002 | 5,000 | 0 | 7.6400 | 3.0600 | 3/13/2012 |
3/7/2001 | 5,000 | 0 | 29.2500 | 24.6700 | 3/7/2011 |
4/4/2000 | 10,000 | 0 | 13.0000 | 8.4200 | 4/4/2010 |
Rex McWilliams |
|
|
|
|
|
3/16/2005 | 5,000 | 0 | 11.0700 | 6.4900 | 3/16/2015 |
3/7/2001 | 5,000 | 0 | 29.2500 | 24.6700 | 3/7/2011 |
| 3 |
SIGNATURES
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.
| ULTICOM, INC. | |||
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| |||
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Date: May 1, 2009 | By: | /s/ Mark Kissman | ||
|
| Name: | Mark Kissman | |
|
| Title: | Senior Vice President and Chief Financial Officer |