-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRfhXgicUZ0Y/TJbv98rpgqkseFvukqwCqAU5jkh7HK142WlUAU9x1H3N8dpktbA FxdIrWT/Rju0rr8dj+r6kQ== 0001010192-09-000028.txt : 20090211 0001010192-09-000028.hdr.sgml : 20090211 20090211141348 ACCESSION NUMBER: 0001010192-09-000028 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOLLGRADE COMMUNICATIONS INC \PA\ CENTRAL INDEX KEY: 0001002531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 251537134 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50381 FILM NUMBER: 09589003 BUSINESS ADDRESS: STREET 1: 493 NIXON RD CITY: CHESWICK STATE: PA ZIP: 15024 BUSINESS PHONE: 4122742156 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roumell Asset Management, LLC CENTRAL INDEX KEY: 0001331693 IRS NUMBER: 522145132 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 301-656-8500 MAIL ADDRESS: STREET 1: 2 WISCONSIN CIR STREET 2: SUITE 660 CITY: CHEVY CHASE STATE: MD ZIP: 20815 SC 13G 1 tollgrade13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Tollgrade Communications, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.20 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 889542106 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------------------------------------------------------- Name of Reporting Person. 1. I.R.S. Identification Nos. of above persons (entities only). Roumell Asset Management, LLC ("RAM") 52-2145132 - ------------------------------------------------------------------------------- Check the Appropriate Box if a Member of a Group (a) |_| 2. (b) |_| - ------------------------------------------------------------------------------- SEC Use Only 3. - ------------------------------------------------------------------------------- Citizenship or Place of Organization 4. Maryland - ------------------------------------------------------------------------------- Sole Voting Power Number of 5. 0 Shares ----------------------------------- Beneficially Shared Voting Power 6. Owned by 652,517 Each ----------------------------------- Sole Dispositive Power Reporting 7. 652,517 Person ----------------------------------- With: Shared Dispositive Power 8. 0 - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 652,517 - ------------ ------------------------------------------------------------------ Check if the Aggregate Amount in Row (9) Excludes Certain Shares 10. |_| Not Applicable - ------------------------------------------------------------------------------- Percent of Class Represented by Amount in Row (9) 11. Approximately 5.1% (based on the 13,227,748 shares of common stock outstanding as of September 27, 2008, as reported on the Issuer's Quarterly Report on Form 10-Q filed November 6, 2008, as adjusted for the 497,000 shares repurchased by the Issuer in the fourth quarter of 2008, as approximated and reported by the Issuer in its Current Report on Form 8-K filed January 29, 2009). - ------------------------------------------------------------------------------- Type of Reporting Person 12. IA - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Name of Reporting Person. 1. I.R.S. Identification Nos. of above persons (entities only). James C. Roumell ("Roumell") - ------------------------------------------------------------------------------- Check the Appropriate Box if a Member of a Group (c) |_| 2. (d) |_| - ------------------------------------------------------------------------------- SEC Use Only 3. - ------------------------------------------------------------------------------- Citizenship or Place of Organization 4. U.S.A. - ------------------------------------------------------------------------------- Sole Voting Power Number of 5. 3,750 Shares ----------------------------------- Beneficially Shared Voting Power 6. Owned by 652,517* Each ----------------------------------- Sole Dispositive Power Reporting 7. 656,267* Person ----------------------------------- With: Shared Dispositive Power 8. 0 - ------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 656,267* - ------------------------------------------------------------------------------- Check if the Aggregate Amount in Row (9) Excludes Certain Shares 10. |_| Not Applicable - ------------------------------------------------------------------------------- Percent of Class Represented by Amount in Row (9) 11. Approximately 5.2% (based on the 13,227,748 shares of common stock outstanding as of September 27, 2008, as reported on the Issuer's Quarterly Report on Form 10-Q filed November 6, 2008, as adjusted for the 497,000 shares repurchased by the Issuer in the fourth quarter of 2008, as approximated and reported by the Issuer in its Current Report on Form 8-K filed January 29, 2009). - ------------------------------------------------------------------------------- Type of Reporting Person 12. IN - ------------------------------------------------------------------------------- * Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares held by RAM. - ------------------------------------------------------------------------------- Item 1(a). Name of Issuer: Tollgrade Communications, Inc. - ------------------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 493 Nixon Rd., Cheswick, PA 15024 - ------------------------------------------------------------------------------- Item 2(a). Name of Persons Filing: 1. Roumell Asset Management, LLC 2. James C. Roumell - ------------------------------------------------------------------------------- Item 2(b). Address of Principal Business Office or, if none, Residence: 2 Wisconsin Circle, Suite 660, Chevy Chase, MD 20815 - ------------------------------------------------------------------------------- Item 2(c). Citizenship: 1. RAM - Maryland 2. Roumell - U.S.A. - ------------------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, $0.20 par value - -------------------------------------------------------------------------------- Item 2(e). CUSIP Number: 889542106 - ------------------------------------------------------------------------------- Item 3. If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under Section 15 of the Exchange Act. (b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act. (c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940. (e) X* An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) X* A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). * RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities. Roumell is joining in this filing on Schedule 13G pursuant to Rule 13d-1(k)(1). Item 4. Ownership. (a) Amount beneficially owned: See Items 5-11 on the cover sheets of this Schedule 13G. ---------------------------------------------------------------------- (b) Percent of class: RAM - Approximately 5.1% Roumell - Approximately 5.2% Each based on the 13,227,748 shares of common stock outstanding as of September 27, 2008, as reported on the Issuer's Quarterly Report on Form 10-Q filed November 6, 2008, as adjusted for the 497,000 shares repurchased by the Issuer in the fourth quarter of 2008, as approximated and reported by the Issuer in its Current Report on Form 8-K filed January 29, 2009. ---------------------------------------------------------------------- (c) Number of shares as to which each person has: (i) Sole power to vote or to direct the vote 3,750 (by Roumell) -------------------------------- (ii) Shared power to vote or to direct the vote 652,517 (through RAM) --------------------------------- (iii) Sole power to dispose or to direct the disposition of 656,267 (see Item 6 below) --------------------------------- (iv) Shared power to dispose or to direct the disposition of 0 ------------------------------ Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. RAM has been granted discretionary dispositive power over its clients' securities and in some instances has voting power over such securities. Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time. Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities. Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM. Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution Group. Not applicable. Item 10. Certification. By signing below, the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly disclaimed, except to the extent of their respective pecuniary interest therein. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 10, 2009 --------------------------------------------------- (Date) /s/ James C. Roumell --------------------------------------------------- (Signature) Roumell Asset Management, LLC By: James C. Roumell, President -------------------------------------------------- (Name/Title) February 10, 2009 --------------------------------------------------- (Date) /s/ James C. Roumell --------------------------------------------------- (Signature) James C. Roumell --------------------------------------------------- (Name) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them this Schedule 13G (including amendments thereto) with respect to the common stock, $0.20 par value, of Tollgrade Communications, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 10th day of February 2009. By: /s/ James C. Roumel ------------------------------------------------- James C. Roumell ROUMELL ASSET MANAGEMENT, LLC By: /s/ James C. Roumell ------------------------------------------------- James C. Roumell, President -----END PRIVACY-ENHANCED MESSAGE-----