SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2010
TOLLGRADE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (412) 820-1400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
||Effective June 8, 2010, Joseph A. Ferrara left the Companys employ as Chief Executive
Officer and President and resigned as a director of Tollgrade Communications, Inc. (the
Company) and its subsidiaries.
||Effective June 8, 2010, Edward H. Kennedy, 55, was appointed as Chief Executive Officer and
President of the Company. Mr. Kennedy has served on the Companys Board of Directors since
June 2009, and was elected Chairman of the Board in March 2010. In connection with his
appointment as Chief Executive Officer and President, Mr. Kennedy will receive an annual base
salary of $350,000 and will be eligible to participate in the Companys other compensation and
benefit plans available to executives and employees generally. The terms of Mr. Kennedys
employment are intended to be documented in an agreement between the Company and Mr. Kennedy,
which has not been completed as of the date of this filing. The Company will file an
amendment to this report on Form 8-K following the completion of Mr. Kennedys agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the Companys press release announcing the appointment of Mr. Kennedy as Chief Executive
Officer and President is furnished as Exhibit 99.1 to this Report and is incorporated by reference
into this Item 7.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
||Press release dated June 8, 2010 announcing the appointment of Edward H.
Kennedy as Chief Executive Officer and President.