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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
724-274-2156
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TOLLGRADE COMMUNICATIONS, INC.
1995 LONG-TERM INCENTIVE COMPENSATION PLAN
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CHRISTIAN L. ALLISON
CHIEF EXECUTIVE OFFICER
TOLLGRADE COMMUNICATIONS, INC.
493 NIXON ROAD
CHESWICK, PENNSYLVANIA 15024
724-274-2156
(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(1) Price per share Offering Price Fee
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Common Stock, $.20 par value 230,000 shares (2) (2) (2)
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
Tollgrade Communications, Inc. 1995 Long-Term Incentive Compensation Plan as
a result of any future stock split, stock dividend or similar adjustment of
the outstanding Common Stock.
(2) Pursuant to Instruction E of Form S-8, this registration statement relates
to 230,000 shares previously registered on Form S-8 (File No. 333-52907) in
connection with a separate plan, the Tollgrade Communications, Inc. 1998
Employee Incentive Compensation Plan, with respect to which a registration
fee of $1,549 has already been paid. These 230,000 shares are being
transferred from the 1998 Employee Incentive Compensation Plan to the 1995
Long-Term Incentive Compensation Plan.
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EXPLANATORY STATEMENT
A total of 600,000 shares of common stock of Tollgrade
Communications, Inc. (the "Company") were registered by Registration Statement
on Form S-8, File No. 333-52907, to be issued in connection with the Tollgrade
Communications, Inc. 1998 Employee Incentive Compensation Plan (the "1998
Plan"). On May 6, 1999, the shareholders approved an increase of 230,000 shares
issuable under the Tollgrade Communications, Inc. 1995 Long-Term Incentive
Compensation Plan (the "1995 Plan") and a corresponding decrease of 230,000
shares issuable under the 1998 Plan, which shares were registered in connection
with the 1998 Plan but have not been issued under the 1998 Plan. Pursuant to
Instruction E to Form S-8 and the telephonic interpretations of the Securities
and Exchange Commission set forth at questions 89 and 90 of the "Securities Act
Forms" section of the Division of Corporation Finance Manual of Publicly
Available Telephone Interpretations (July 1997), the 230,000 shares are
transferred over to, and deemed covered by, this Registration Statement on Form
S-8 in connection with the 1995 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Form S-8 Registration Statement is being filed pursuant to
paragraph E of the general instructions to Form S-8 to register an additional
230,000 shares of Common Stock, $.20 par value per share, being offered under
the Tollgrade Communications Inc. 1995 Long-Term Incentive Compensation Plan.
The contents of the Company's initial Form S-8 Registration Statement
with respect to the 1995 Plan, File No. 333-04290, which was filed with the
Securities and Exchange Commission on May 1, 1996, and the Post-Effective
Amendment No. 1 to Form S-8 Registration Statement with respect to the Plan,
File No. 333-04290, which was filed with the Securities and Exchange Commission
on July 18, 1997, are hereby incorporated by reference to this Form S-8
Registration Statement, except to the extent modified below.
ITEM 8. EXHIBITS.
An exhibit index, containing a list of all exhibits filed herewith, is included
on Page II-4.
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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 15,
1999.
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 15, 1999.
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/Christian L. Allison Chairman of the Board and
----------------------- Chief Executive Officer
Christian L. Allison (Principal Executive 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 H. Heibel Director
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Richard H. Heibel, M.D.
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/s/Robert W. Kampmeinert Director
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Robert W. Kampmeinert
/s/David S. Egan Director
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David S. Egan
/s/Samuel C. Knoch Chief Financial Officer and
------------------------ Treasurer (Principal Financial
Samuel C. Knoch Officer)
/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)
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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 through May 6, 1998, incorporated herein by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. *
5.1 Opinion of Reed Smith Shaw & McClay LLP regarding legality of shares
of the Company's Common Stock being registered, filed herewith. 6
23.1 Consent of Reed Smith Shaw & McClay LLP (contained in the opinion
filed as Exhibit 5.1 hereto).
23.2 Consent of PricewaterhouseCoopers LLP, independent
certified accountants, filed herewith. 7
24.1 Powers of Attorney (filed herewith as part of the signature pages).
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Exhibit 5.1
REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
July 16, 1999
Tollgrade Communications, Inc.
493 Nixon Road
Cheswick, PA 15024
Re: Registration Statement No. 333-04290 on Form S-8 for Tollgrade
Communications, Inc. 1995 Long-Term Incentive Compensation Plan
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Gentlemen:
We have acted as counsel to Tollgrade Communications, Inc., a
Pennsylvania corporation (the "Company"), in connection with the above-captioned
Registration Statement (the "Registration Statement"), relating to 230,000
shares of Common Stock, par value $.20 per share, of the Company (the "Common
Stock") which may be purchased by certain employees or non-employee directors of
the Company pursuant to stock options granted under the Company's 1995 Long-Term
Incentive Compensation Plan (the "Plan"). In rendering our opinion below, we
have assumed that any previously issued shares reacquired by the Company and
delivered under the Plan will have been duly authorized, validly issued and
fully paid at the time of their original issuance.
In connection with this opinion, we have examined, among other
things:
(1) the Articles of Incorporation and Bylaws of the Company,
as amended to date;
(2) actions taken by the Board of Directors of the Company on
February 18, 1999 authorizing the issuance of an
additional 230,000 shares of Common Stock under the Plan
and reserving 230,000 shares of Common Stock for such
purpose;
(3) action taken by the shareholders of the Company on May 6,
1999 approving the issuance of an additional 230,000
shares under the Plan; and
(4) the Plan as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumption set forth above, we are pleased to advise you that in our
opinion the 230,000 shares of Common Stock being registered and which may be
issued by the Company pursuant to the provisions of the Plan have been duly
authorized, and upon such issuance such shares will, when sold, be validly
issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have not examined the
laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania
and the federal laws of the United States of America and the foregoing opinion
is limited to such laws.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the use of our name in the Prospectus under
the caption "Legal Opinion." In giving such consent we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act.
Yours truly,
/s/Reed Smith Shaw & McClay
PDG,Jr.;JGA
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Tollgrade Communications, Inc. and Subsidiaries' Annual Report on Form 10-K for
the year ended December 31, 1998. We also consent to the incorporation by
reference of our report dated January 25, 1999 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
July 14, 1999
