SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) - February 13, 2003 TOLLGRADE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA 000-27312 25-1537134 (State or other jurisdiction of (Commission (IRS Employer Identification No.) incorporation) File Number) 493 NIXON ROAD CHESWICK, PENNSYLVANIA 15024 (Address of Principal Executive Offices) (Zip code) Registrant's telephone number, including area code -- (412) 820-1400 This Current Report on Form 8-K/A is filed by Tollgrade Communications, Inc. (the "Company") for the purpose of amending Item 7(a) and (b) of the Company's Current Report on Form 8-K filed with the Securities Exchange Commission on February 27, 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Based on a comparison of the most recent annual financial statements of the acquired Cheetah business and the Company's most recent annual consolidated financial statements, the acquired Cheetah business is not a "significant subsidiary" (as defined in Section 210.1-02(w) of Regulation S-X) with respect to which financial statements are required to be filed pursuant to Section 210.3-05 of Regulation S-X. Accordingly, financial statements for the acquired Cheetah business are not required to be filed and will not be filed pursuant to this Item. (b) Pro Forma Financial Information. The acquisition of the Cheetah business did not meet any of the conditions set forth in Article 11 of Regulation S-X with respect to which pro forma financial information is required to be furnished. Accordingly, pro forma financial information is not required to be filed and will not be filed pursuant to this Item. 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. TOLLGRADE COMMUNICATIONS, INC. Date: April 28, 2003 By: /s/Samuel C. Knoch ------------------------------- ------------------------ Samuel C. Knoch Chief Financial Officer and Treasurer