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):
June 12, 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 (see General Instruction A.2. below):
[_] 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 June 12, 2006, Ulticom Inc. (the "Company") issued a press release announcing
selected unaudited financial information for the fiscal quarter ended April 30,
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
information set forth in the first four paragraphs of 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 disclosed under Item
2.02 of 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
The Company notified The NASDAQ Stock Market that it will not timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006 and
that, accordingly, it is not in compliance with the NASDAQ requirement for
continued listing under NASDAQ Marketplace Rule 4310(c)(14), which requires the
Company to make on a timely basis all required filings with the Securities and
Exchange Commission ("SEC"). The Company expects that it will receive an
additional Staff Determination letter from the Staff of The NASDAQ Stock Market
advising that the Form 10-Q filing delinquency forms a separate basis for
delisting under Marketplace Rule 4310(c)(14), and that this additional matter
has been referred to the NASDAQ Listing Qualifications Panel (the "NASDAQ
Panel"). It is expected that the Company will be afforded an opportunity to make
an additional submission for the NASDAQ Panel's consideration.
As previously disclosed, on April 20, 2006 the Company announced that, due to
the delay in the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006, it had received a Staff Determination Letter from The
NASDAQ Stock Market indicating that the Company's securities were subject to
delisting based upon the delinquent Form 10-K, unless the Company requested a
hearing before a NASDAQ Panel. The Company requested a hearing and presented its
plan to regain compliance with NASDAQ's filing requirement at an in-person
hearing before the NASDAQ Panel on May 25, 2006. The NASDAQ Panel has not yet
issued a decision as a result of that hearing.
The Company intends to submit to the NASDAQ Panel, within the permissible
timeframe, its plan to file the Form 10-Q for the quarterly period ended April
30, 2006. It is expected that the NASDAQ Panel's hearing decision will address
both the late Form 10-K and late Form 10-Q filings referenced above. However,
there can be no assurance that the NASDAQ Panel will grant the Company's request
for continued listing on NASDAQ.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 12, 2006, Raz Alon was elected to the Company's Board of Directors as
its Chairman. Mr. Alon was not elected to serve on any committees of the Board
of Directors at this time.
Mr. Alon, age 43, has served as interim Chief Executive Officer of Comverse
Technology, Inc., the Company's majority shareholder, since April 28, 2006 and
as a director of Comverse since December 2003. Since November 2000, Mr. Alon has
served as Chairman of TopView Ventures LLC, an investment firm focused on
special situation investments in a broad range of industries. From 1998 to 2000,
Mr. Alon served as a Director in the mergers and acquisitions department of
Merrill Lynch & Co., Inc. with a focus on private equity and financial sponsor
clients. From 1996 to 1998, Mr. Alon served as a Director at SG Securities Inc.,
the U.S. based mergers and acquisitions and merchant banking business unit of
Societe Generale SA. From 1991 to 1996, Mr. Alon worked as an investment banker
at Lehman Brothers Inc. Mr. Alon received a B.Sc. in Computer Science and
Engineering, magna cum laude, from the University of California, Los Angeles in
1988 and an M.B.A. from Harvard Business School in 1991.
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ITEM 8.01 OTHER EVENTS
The Company on June 12, 2006 announced that, as a result of the ongoing review
relating to the Company's stock option awards, it has filed a Form 12b-25 with
the SEC indicating that its Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 2006 was not filed on its due date of June 9, 2006. The Company
did not seek in such filing a 5-day filing extension because it does not believe
it could file the Quarterly Report by the end of the extension period, primarily
due to uncertainty relating to the accounting treatment of certain options
issued by Comverse to members of the Company's management and employees before
the Company's initial public offering, as discussed in previous filings.
The Company intends to issue results for the fiscal quarter ended April 30, 2006
and the fiscal year ended January 31, 2006, and to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 2006 and Annual Report on Form
10-K for the fiscal year ended January 31, 2006, together with any restated
historical financial statements, as soon as practicable after the completion of
the Audit Committee's review.
Representatives of the Company and its Audit Committee have met with and are
cooperating with the Staff of the U.S. Securities and Exchange Commission with
respect to matters related to the Company's stock option grants, and are also
voluntarily cooperating with other governmental authorities looking into stock
option practices. The Company is providing relevant information in connection
with these inquiries.
Note: This Form 8-K 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 that may be associated with potential claims
and proceedings relating to such matters, risk associated with the Company's
inability to meet the requirements of the NASDAQ Stock Market for continued
listing of the Company's shares; risks of litigation and of governmental
investigations or proceedings arising out of or related to the Company's stock
option grants or any restatement of the financial statements of the Company;
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 that 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 Company's 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
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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 the Company's 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS:
Exhibit No. Description
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99.1 Press Release of Ulticom, Inc. dated June 12, 2006
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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: June 12, 2006 By: /s/ Mark Kissman
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Name: Mark Kissman
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Ulticom, Inc. dated June 12, 2006
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