UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
March 14, 2006
__________________
ULTICOM, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-30121 22-2050748
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 14, 2006, Ulticom, Inc. (the "Company") issued a press
release announcing selected unaudited financial information for the fourth
quarter of fiscal year 2005 ended January 31, 2006. A copy of the press release
is attached hereto as Exhibit 99.1 to this report and incorporated herein by
reference.
In accordance with General Instruction B.2. the foregoing information
and the Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by a specific reference
in such filing.
ITEM 8.01 OTHER EVENTS.
On March 14, 2006, the Company announced the review by the Audit
Committee of its Board of Directors of matters relating to the Company's stock
option grants, including, but not limited to, the accuracy of the stated dates
of option grants and whether all proper corporate procedures were followed. The
Audit Committee will be assisted by independent legal counsel.
It has not been determined whether the review will result in any
restatement of the Company's historical financial statements and, if so, the
years affected and the amounts involved. Any such restatements will not have an
impact on historical revenues or operating results excluding stock option
related expenses.
The foregoing may contain "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. There can be no assurances that forward-looking statements will
be achieved, and actual results could differ materially from forecasts and
estimates. Important factors that could cause actual results to differ
materially include: the results of the Audit Committee's review; risks
associated with the development and acceptance of new products and product
features; risks associated with the Company's dependence on a limited number of
customers for a significant percentage of the Company's revenues; changes in the
demand for the Company's products; changes in capital spending among the
Company's current and prospective customers; aggressive competition may force
the Company to reduce prices; risks associated with rapid technological changes
in the telecommunications industry; risks associated with making significant
investments in the expansion of the business and with increased expenditures;
risks associated with holding a large proportion of the Company's assets in cash
equivalents and short-term investments; risks associated with the Company's
products being dependent upon their ability to operate on new hardware and
operating systems of other companies; risks associated with dependence on sales
of the Company's Signalware products; risks associated with future networks not
utilizing signaling systems and protocols that the Company's products are
designed to support; risks associated with the products having long sales cycles
and the limited ability to forecast the timing and amount of product sales;
risks associated with the integration of the Company's products with those of
equipment manufacturers and application developers and the Company's ability to
establish and maintain channel and marketing relationships with leading
equipment manufacturers and application developers; risks associated with the
Company's reliance on a limited number of independent manufacturers to
manufacture boards for the Company's products and on a limited number of
suppliers for board components; risks associated with becoming subjected to,
defending and resolving allegations or claims of infringement of intellectual
property rights; risks associated with others infringing on the Company's
intellectual property rights and the inappropriate use by others of the
Company's proprietary technology; risks associated with the Company's ability to
retain existing personnel and recruit and retain qualified personnel; risks
associated with the increased difficulty in relying on equity incentive programs
to attract and retain talented employees and with any associated increased
employment costs; risks associated with rapidly changing technology and the
ability of the Company to introduce new products on a timely and cost-effective
basis; risks associated with changes in the competitive or regulatory
environment in which the Company operates; and other risks described in filings
with the Securities and Exchange Commission. These risks and uncertainties, as
well as others, are discussed in greater detail in the filings of Ulticom with
the Securities and Exchange Commission, including our most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All documents are
available through the SEC's website at www.sec.gov or from Ulticom's web site at
www.ulticom.com. Ulticom makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after the
date any such statement is made.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Description
----------- -----------
99.1 Press Release of Ulticom, Inc. dated March 14, 2006
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.
Date: March 14, 2006 By: /s/ Mark Kissman
---------------------------------
Name: Mark Kissman
Title: Vice President of Finance
and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of Ulticom, Inc. dated March 14, 2006
5