EXHIBIT 99.1
Contact: Chris Tunnard
Ulticom Inc.
1020 Briggs Rd.
Mount Laurel, NJ 08054
856-787-2972
ULTICOM RECEIVES NOTICE FROM NASDAQ DUE TO
LATE FILING OF FORM 10-K - COMPANY TO REQUEST A HEARING
Mount Laurel, NJ, April 20, 2006 -- Ulticom, Inc. (NASDAQ: ULCM) today announced
that it received a notice from The NASDAQ Stock Market on April 17, 2006 that it
is not in compliance with NASDAQ's requirements for continued listing, for
failure to make on a timely basis all required filings with the Securities and
Exchange Commission. As previously announced by Ulticom, it did not file on
April 17, 2006, the due date, its Annual Report on Form 10-K for the year ended
January 31, 2006 pending completion of a review by its Audit Committee of its
stock option grants and the completion of a review by Ulticom's majority
shareholder, Comverse Technology, Inc., of its stock option grants, some of
which affect Ulticom's financial statements. The review by Ulticom's Audit
Committee is in its final stages, and Ulticom believes that it will be able to
release its Form 10-K Annual Report for the year ended January 31, 2006 promptly
after Comverse has completed its review.
The Staff Determination letter from NASDAQ stated that, due to Ulticom's
noncompliance with the listing requirement, Ulticom's common stock will be
delisted unless Ulticom requests a hearing in accordance with NASDAQ rules.
Ulticom will request a hearing before the NASDAQ Listing Qualifications Panel to
review the Staff Determination and to seek permission for its stock to remain
listed for a period while it completes the pending review and prepares it
required filings. Under NASDAQ rules, a request for a hearing stays the
delisting action pending the issuance of a written determination by the Listing
Qualifications Panel. There can be no assurance that the Listing Qualifications
Panel will grant Ulticom's request for continued listing. Pending a decision by
the Listing Qualifications Panel, Ulticom's common stock will remain listed on
The NASDAQ National Market.
ABOUT ULTICOM, INC.
Ulticom provides service essential signaling solutions for wireless, wireline,
and Internet communications. Ulticom's products are used by leading
telecommunication equipment and service providers worldwide to deploy mobility,
location, payment, switching, and messaging services. Traded on NASDAQ as ULCM,
Ulticom is headquartered in Mount Laurel, NJ with additional offices in the
United States, Europe, and Asia. For more information, visit www.ulticom.com.
Note: This release contains "forward-looking statements" for purposes of 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 of matters
relating to the Company's stock option awards, including but not limited to the
accuracy of the stated grant dates of option awards and whether proper corporate
procedures were followed in connection with such awards; the results of
Comverse's review of its stock option awards as applicable to employees of the
Company; the impact of any restatement of the financial statements of the
Company or other actions that may be taken or required as a result of such
reviews; the Company's inability to file required reports with the Securities
and Exchange Commission; the risks of dealing with potential claims and
proceedings that may be commenced concerning such matters; risks associated with
the Company's inability to meet requirements of the NASDAQ Stock Market for
continued listing of the Company's shares; 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
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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 such 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.
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