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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) - February 10, 2000
TOLLGRADE COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA
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(State or Other Jurisdiction of Incorporation)
000-27312 25-1537134
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(Commission File Number) (IRS Employer Identification No.)
493 NIXON ROAD
CHESWICK, PENNSYLVANIA 15024
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(Address of Principal Executive Offices) (Zip code)
(724) 274-2156
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
By release dated February 10, 2000, Tollgrade Communications, Inc. announced a 2
for 1 stock split of its outstanding shares of common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
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99.1 Tollgrade Communications, Inc. Press Release, dated
February 10, 2000 announcing the matter referenced in Item 5
above.
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: February 10, 2000 By: /s/ Christian L. Allison
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Christian L. Allison
Chief Executive Officer
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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit
Number Description and Method of Filing
- ------- --------------------------------
99.1 Press Release dated February 10, 2000, filed herewith.
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TOOLGRADE(R) TOOLGRADE COMMUNICATIONS, INC.
Network Assurance Simplified. 493 Nixon Road/Cheswick, PA 15024
www.tollgrade.com
CORPORATE COMMUNICATIONS
Contact: Tim O'Brien
412/820-1347
[email protected]
TOLLGRADE COMMUNICATIONS, INC.
ANNOUNCES TWO-FOR-ONE STOCK SPLIT
CHESWICK, PA -- FEBRUARY 10, 2000 -- Tollgrade Communications, Inc. (NASDAQ:
TLGD) today announced that its board of directors has approved a two-for-one
stock split of the company's common stock.
Payable in the form of a 100 percent stock dividend, all shareholders
of record at the close of business on February 28, 2000 will receive one
additional share of common stock for each share owned at that time. The
additional shares will be distributed to shareholders on or about March 20,
2000.
As of December 31, 1999, the company had issued and outstanding
approximately 6.1 million shares of common stock. Upon completion of the stock
split, Tollgrade's issued and outstanding common stock will increase to
approximately 12.7 million shares.
The company reported on January 26 that it had completed a record
fourth quarter and a record 1999 in terms of both earnings and revenues. For
1999, earnings were $1.78 per share, and revenues were $61.1 million.
Statements included here, which are not historical in nature, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including without limitation,
statements as to management's beliefs, strategies, plans, expectations or
opinions in connection with company performance, which are based on a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate.
In addition, this statement as well as other forward-looking statements
that may be included here, must be qualified by important factors that could
cause actual earnings and other results to differ materially from those achieved
in the past or those expected by the company. These include: rapid technological
change along with the need to continually develop new products; the company's
focus on a relatively narrow range of products; competition; the company's
dependence on key employees; difficulties in managing the company's growth; the
company's dependence upon certain customers and certain suppliers; the company's
dependence upon proprietary rights; risks of third party claims of infringement;
and government regulation.
(MORE)
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ABOUT TOLLGRADE
Tollgrade Communications, Inc., designs, engineers, markets and
supports test system, test access and status monitoring products for the
telecommunications and cable television industries. Test systems focus on
helping local exchange carriers conduct the full range of fault diagnosis, along
with the ability to qualify, deploy and maintain next generation services that
include Digital Subscriber Line (DSL) service and Integrated Services Digital
Network (ISDN) service. Tollgrade, which is headquartered in Cheswick, Pa., a
suburb of Pittsburgh, employs more than 280 people and recorded 1999 revenues of
$61.1 million. The company maintains a presence in regions across the United
States and in the United Kingdom. Tollgrade's World Wide Web address is
www.tollgrade.com.
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