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As filed with the Securities and Exchange Commission on July 18, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment
No. 1 to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TOLLGRADE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1537134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
493 Nixon Road
Cheswick, Pennsylvania 15024
412-274-2156
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
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Christian L. Allison
Chief Executive Officer
Tollgrade Communications, Inc.
493 Nixon Road
Cheswick, Pennsylvania 15024
412-274-2156
(Name, address, including Zip Code, and telephone
number, including area code, of agent for service)
Copy to:
Pasquale D. Gentile, Jr., Esq.
Reed Smith Shaw & McClay
435 Sixth Avenue
Pittsburgh, PA 15219
412-288-4112
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Securities to be Amount to be Maximum Offering Maximum Aggregate Registration
Registered Registered Price per share Offering Price Fee
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Common Stock, 17,500 $ 25.75 $ 450,625
$.20 par value 375,000 $ 21.25* $7,968,750*
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392,500 $8,419,375* $2,552*
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* Estimated solely for the purposes of calculating the amount of the
registration fee. Pursuant to Rules 457(h) and (c), the proposed maximum
aggregate offering price for shares subject to stock options outstanding is
based on the actual option price and for shares which may be issued but are
not subject to outstanding stock options is based on the average of the high
and low sales prices of the Common Stock as reported by the Nasdaq National
Market Issues listing for July 14, 1997, as quoted in The Wall Street Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except as modified below, the contents of the Tollgrade
Communications, Inc. (the "Company") Form S-8 Registration Statement under the
Securities Act of 1933, as amended, File No. 333-4290 (the "Original Form
S-8"), which was filed with the Commission on May 1, 1996, are incorporated by
reference in this Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement.
ITEM 8. EXHIBITS.
Exhibit
No. Description and Method of Filing
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4.1 Amended and Restated Articles of Incorporation of the Company, as
amended, incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Reg. No. 33-98322),
filed on October 18, 1995, as amended by Amendment No. 1 filed
November 20, 1995 and Amendment No. 2 filed December 11, 1995 (as so
amended, the "Form S-1").
4.2 Stock Option Agreement entered into June 2, 1992 between the Company
and J. Garvin Warden, incorporated herein by reference to Exhibit 4.2
to the Original Form S-8.
4.3 Stock Option Agreement entered into January 1, 1994 between the
Company and Frederick Kiko, together with a schedule listing
substantially identical agreements with Christian L. Allison and
Rocco L. Flaminio, incorporated herein by reference to Exhibit 10.12
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1996 10-K").
4.4 Stock Option Agreement entered into July 7, 1994 between the Company
and R. Craig Allison, together with a schedule listing substantially
identical agreements with Gordon P. Anderson, John H. Guelcher,
Richard H. Heibel and Joseph T. Messina, incorporated herein by
reference to Exhibit 10.13 to the Company's 1996 10-K.
4.5 Stock Option Agreement entered into December 14, 1995 between the
Company and R. Craig Allison, together with a schedule listing
substantially identical agreements with Gordon P. Anderson, Jeffrey
Blake, John H. Guelcher, Richard H. Heibel, Joseph T. Messina and
Douglas T. Halliday, incorporated herein by reference to Exhibit
10.14 to the Company's 1996 10-K.
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4.6 Form of Stock Option Agreement dated December 14, 1995 and December
29, 1995 for Non-Statutory Stock Options granted under the Company's
1995 Long-Term Incentive Compensation Plan (the "Plan"), incorporated
herein by reference to Exhibit 10.15 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 (the "1997 10-K").
4.7 Form of Stock Option Agreement for Non-Statutory Options granted
under the Plan in 1996 and 1997, incorporated herein by reference to
Exhibit 10.2 of the Report on Form 10-Q of the Company filed on
November 12, 1996.
4.8 Amended and Restated Non-employee Stock Option Agreement entered into
December 13, 1996 between the Company and Lawrence Arduini, together
with a schedule listing substantially identical agreements with
Daniel Barry, Robert Kampmeinert and Dr. Richard Heibel, filed
herewith.
4.9 Form of Stock Option Agreement for Non-Statutory Stock Options
granted to employees of the Company under the Plan, filed herewith.
4.10 Form of Stock Option Agreement for Non-Statutory Stock Options
granted to non-employee directors of the Company under the Plan,
filed herewith.
5.1 Opinion of Reed Smith Shaw & McClay regarding legality of shares of
the Company's Common Stock being registered, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay (contained in the opinion filed
as Exhibit 5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P., independent certified
accountants, filed herewith.
24.1 Powers of Attorney (filed herewith as part of the signature pages).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
July 17, 1997.
TOLLGRADE COMMUNICATIONS, INC.
By /s/ Christian L. Allison
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Christian L. Allison
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 17, 1997.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Christian L. Allison and Sara Antol, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Signature Title
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/s/ R. Craig Allison Chairman of the Board
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R. Craig Allison
/s/ Christian L. Allison Director and Chief Executive
- ---------------------------- Officer (Principal Executive
Christian L. Allison Officer)
/s/ James J. Barnes Director
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James J. Barnes
/s/ Daniel P. Barry Director
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Daniel P. Barry
/s/ Rocco L. Flaminio Director, Vice Chairman
- ---------------------------- and Chief Technology Officer
Rocco L. Flaminio
/s/ Richard M. Heibel, M.D. Director
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Richard M. Heibel, M.D.
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/s/ Robert W. Kampmeinert Director
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Robert W. Kampmeinert
/s/ Samuel C. Knoch Chief Financial Officer and Treasurer
- ---------------------------- (Principal Financial Officer)
Samuel C. Knoch
/s/Bradley N. Dinger Controller
- ---------------------------- (Principal Accounting Officer)
Bradley N. Dinger
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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit Sequential
No. Description and Method of Filing Page
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4.1 Amended and Restated Articles of Incorporation of the Company,
as amended, incorporated herein by reference to Exhibit 3.1 to
the Company's Form S-1. *
4.2 Stock Option Agreement entered into June 2, 1992 between the
Company and J. Garvin Warden, incorporated herein by reference
to Exhibit 4.2 to the Original Form S-8. *
4.3 Stock Option Agreement entered into January 1, 1994 between the
Company and Frederick Kiko, together with a schedule listing
substantially identical agreements with Christian L. Allison and
Rocco L. Flaminio, incorporated herein by reference to Exhibit
10.12 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (the "1996 10-K"). *
4.4 Stock Option Agreement entered into July 7, 1994 between the
Company and R. Craig Allison, together with a schedule listing
substantially identical agreements with Gordon P. Anderson, John
H. Guelcher, Richard H. Heibel and Joseph T. Messina,
incorporated herein by reference to Exhibit 10.13 to the
Company's 1996 10-K. *
4.5 Stock Option Agreement entered into December 14, 1995 between the
Company and R. Craig Allison, together with a schedule listing
substantially identical agreements with Gordon P. Anderson,
Jeffrey Blake, John H. Guelcher, Richard H. Heibel, Joseph T.
Messina and Douglas T. Halliday, incorporated herein by reference
to Exhibit 10.14 to the Company's 1996 10-K. *
4.6 Form of Stock Option Agreement dated December 14, 1995 and
December 29, 1995 for Non-Statutory Stock Options granted under
the Company's 1995 Long-Term Incentive Compensation Plan (the
"Plan"), incorporated herein by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1997 10-K"). *
4.7 Form of Stock Option Agreement for Non-Statutory Options granted
under the Plan in 1996 and 1997, incorporated herein by reference
to Exhibit 10.2 of the Report on Form 10-Q of the Company filed
on November 12, 1996. *
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4.8 Amended and Restated Non-employee Stock Option Agreement entered into
December 13, 1996 between the Company and Lawrence Arduini, together with a
schedule listing substantially identical agreements with Daniel Barry, Robert
Kampmeinert and Dr. Richard Heibel, filed herewith. 8
4.9 Form of Stock Option Agreement for Non-Statutory Stock Options granted to
employees of the Company under the Plan, filed herewith. 12
4.10 Form of Stock Option Agreement for Non-Statutory Stock Options granted to
non-employee directors of the Company under the Plan, filed herewith. 16
5.1 Opinion of Reed Smith Shaw & McClay regarding legality of shares of the
Company's Common Stock being registered, filed herewith. 20
23.1 Consent of Reed Smith Shaw & McClay (contained in the opinion filed
as Exhibit 5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P., independent certified accountants, filed
herewith. 21
24.1 Powers of Attorney (filed herewith as part of the signature pages).
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* Incorporated by reference.
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