Filing Details

Accession Number:
0001140361-10-048690
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-12-07 17:36:25
Reporting Period:
2010-12-03
Filing Date:
2010-12-07
Accepted Time:
2010-12-07 17:36:25
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1103184 Ulticom Inc ULCM Telephone & Telegraph Apparatus (3661) 222050748
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
803014 Comverse Technology Inc/Ny/ 810 Seventh Avenue
New York NY 10019
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2010-12-03 7,386,669 $2.33 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Footnotes
  1. The shares were sold by Comverse Technology, Inc. ("Comverse") to Utah Intermediate Holding Corporation ("Parent"), an affiliate of Platinum Equity Advisors, LLC, on December 3, 2010 (the "Closing Date") pursuant to the terms and conditions of the Share Purchase Agreement, dated as of October 12, 2010, among Comverse, Parent and Utah Merger Corporation ("Merger Sub"), for aggregate consideration of up to $17,210,939, which is equivalent to up to $2.33 per share, $0.35 per share of which is deferred and at risk based on the future financial performance of Ulticom, Inc. ("Ulticom"). The consideration paid to Comverse consisted of (i) $13,210,939 in cash and (ii) two non-interest bearing promissory notes in the aggregate principal amount of $4.0 million issued by Merger Sub to Comverse.
  2. (Continuation of Footnote 1) - The first promissory note, in the amount of $1.4 million, is payable to Comverse 14 months after the Closing Date, and the second promissory note, in the amount of $2.6 million, is payable to Comverse following the determination of Ulticom's revenue for the 24-month period beginning on January 1, 2011 and is subject to reduction by 40% of the difference between $75 million and the revenue generated by Ulticom during such period. The sale occurred immediately prior to the consummation of the merger of Ulticom with Merger Sub pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 12, 2010, among Ulticom, Parent and Merger Sub.