4//SEC Filing
ULTICOM, INC 4
Accession 0001140361-10-048690
CIK 0001103184operating
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 5:36 PM ET
Size
6.9 KB
Accession
0001140361-10-048690
Insider Transaction Report
Form 4
ULTICOM, INCULCM
COMVERSE TECHNOLOGY INC/NY/
10% Owner
Transactions
- Sale
Common Stock
2010-12-03$2.33/sh−7,386,669$17,210,939→ 0 total
Footnotes (2)
- [F1]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.
- [F2](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.
Documents
Issuer
ULTICOM, INC
CIK 0001103184
Entity typeoperating
IncorporatedNJ
Related Parties
1- filerCIK 0001103184
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 5:36 PM ET
- Size
- 6.9 KB