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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999
REGISTRATION NO. 333-52907
- --------------------------------------------------------------------------------
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
724-274-2156
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TOLLGRADE COMMUNICATIONS, INC.
1998 EMPLOYEE INCENTIVE COMPENSATION PLAN
-----------------------------------------
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 LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
412-288-4112
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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 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, the
registration statement on Form S-8 filed on or about the date hereof in
connection with the 1995 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8, File No. 333-52907 is
incorporated by reference herein.
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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
/s/Christian L. Allison Chairman of the Board and Chief
---------------------------- Executive Officer
Christian L. Allison (Principal Executive Officer)
/s/James J. Barnes Director
----------------------------
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
----------------------------
Richard H. Heibel, M.D.
/s/Robert W. Kampmeinert Director
----------------------------
Robert W. Kampmeinert
/s/David S. Egan Director
----------------------------
David S. Egan
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/s/Samuel C. Knoch Chief Financial Officer
---------------------------- (Principal Financial Officer)
Samuel C. Knoch
/s/Bradley N. Dinger Controller
---------------------------- (Principal Accounting Officer)
Bradley N. Dinger
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