-----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, P9COJPakVZBubLjWcqQYtwiGNFMxxebV1xgkfNVsicQ7ix03GVL790F/7LjQ/Q62 Y2Jx6Cd6dc9PQyE3abg8qg== 0000909518-08-000495.txt : 20080605 0000909518-08-000495.hdr.sgml : 20080605 20080605163513 ACCESSION NUMBER: 0000909518-08-000495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080530 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTICOM INC CENTRAL INDEX KEY: 0001103184 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222050748 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30121 FILM NUMBER: 08883482 BUSINESS ADDRESS: STREET 1: 1020 BRIGGS RD CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 882956664 MAIL ADDRESS: STREET 1: 1020 BRIGGS ROAD CITY: MT LAUREL STATE: NJ ZIP: 08054 8-K 1 mm06-0408_8k.htm

 

UNITED STATES

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):

May 30, 2008

 

ULTICOM, INC.

 

(Exact name of registrant as specified in its charter)

 

NEW JERSEY

 0-30121

22-2050748

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer  Identification No.)


 

  1020 Briggs Road,

Mount Laurel, New Jersey

08054

 

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: (856) 787-2700

 

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 (see General Instruction A.2. below):

 

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 1.02.  Termination of a Material Definitive Agreement.

 

On May 30, 2008, Ulticom, Inc. (the “Company”) and Comverse Technology, Inc., (“Comverse”) entered into an agreement (“Termination Agreement”) to terminate the Services Agreement (“Services Agreement’), dated as of February 1, 1998, between the Company and Comverse. The Termination Agreement provides for the termination of the Services Agreement as of January 31, 2008. Under the Services Agreement, Comverse provided administrative and legal services, administration of benefit plans and financial consulting to the Company. The Company paid Comverse $400,000 during the fiscal year ended January 31, 2008 for services rendered by Comverse pursuant to the Services Agreement.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

Exhibit No.

Description

10.1

 

Termination Agreement, dated May 30, 2008, between Ulticom, Inc. and Comverse Technology, Inc.

 

 

 

 

 

 

 

 

2

 

 

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.

 

 

 

ULTICOM, INC.

 

 

 

Date: June 4, 2008

By:

/s/ Shawn Osborne

 

 

Name:

Shawn Osborne

 

 

Title:

Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

10.1

 

Termination Agreement, dated May 30, 2008, between Ulticom, Inc. and Comverse Technology, Inc.

 

 

 

 

4

 

 

 EX-10 2 mm06-0408_8ke101.htm

EXHIBIT 10.1

 

May 30, 2008

Comverse Technology, Inc.

810 Seventh Avenue, 35th Floor

New York, New York 10019

 

 

Re:

Services Agreement (“Services Agreement”), dated as of February 1, 1998, between Comverse Technology, Inc. (“Comverse”) and Ulticom, Inc. (the “Company”)

 

Ladies and Gentlemen:

 

Reference is made to the above-referenced Services Agreement. Comverse and the Company hereby agree to terminate the Agreement as of January 31, 2008. Each of Comverse and the Company acknowledge that no further fees remain unpaid under the Services Agreement and neither party shall have any continuing obligations under the Agreement, including, without limitation, Sections 1, 2 and 3, other than those obligations that, by their terms, survive the termination of the Agreement.

 

Please sign in the space provided below to evidence your agreement to the terms of this Side Letter.

 

 

Very truly yours,

 

 

ULTICOM, INC.

 

 

By:

 /s/ Mark Kissman
 

Name: 

 Mark Kissman
Title: SVP and Chief Financial Officer

 

 

AGREED AND ACCEPTED

as of 2 day of June, 2008:

 

COMVERSE TECHNOLOGY, INC.

 

By: /s/ Avi Aronovitz
Name: Avi Aronovitz
Title: Vice President of Finance, Interim Chief Financial Officer and Treasurer


 

 

 

 

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