www.sec.gov/Archives/edgar/data/1050154/0000921895-09-0 -
[Cached Version]
Published on: 6/25/2009
Last Visited: 6/26/2009
Scott C. Chandler (age 47) currently serves as Managing Partner of Franklin Court Partners, LLC ("FCP"), a private company that provides strategic advisory services, merger and acquisition advisory services, and private equity and debt for growth companies in the technology and broadband communications sectors. Prior to founding FCP in 2002, Mr. Chandler served as Chief Financial Officer and Senior Vice President for RHYTHMS NetConnections, a leading provider of broadband services utilizing digital subscriber line (DSL) technology. From 1996 to 1998, Mr. Chandler served as President and Chief Executive Officer of C-COR, a pioneer in the cable television industry and a leading supplier of broadband telecommunications equipment. The principal business address of Mr. Chandler is 7903 S Franklin Court, Littleton, Colorado 80122. Mr.
Chandler beneficially owns 1,200 Shares. For information regarding purchases and sales during the past two years by Mr. Chandler of securities of Tollgrade, see Schedule I .
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Chandler and Meyercord are members of a "group" for the purposes of Rule 13d-5(b)(1) of the Exchange Act with the other members of the Group and, as a result, may be deemed to beneficially own the 1,963,175 Shares beneficially owned by the other members of the Group. Messrs.
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Chandler and Meyercord each disclaim beneficial ownership of such Shares. For information regarding purchases and sales during the past two years by the Group of securities of Tollgrade that may be deemed to be beneficially owned by Messrs.
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Chandler and Meyercord, see Schedule I .
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Chandler and Meyercord against claims arising from the solicitation of proxies from Tollgrade shareholders in connection with the Annual Meeting and any related transactions.
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Chandler and Meyercord, have entered into compensation letter agreements (the "Compensation Letter Agreements") regarding compensation to be paid to Messrs.
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Chandler and Meyercord for their agreement to be named and to serve as Ramius Nominees and for their services as a director of Tollgrade, if elected. Pursuant to the terms of the Compensation Letter Agreements, RCG Starboard Advisors has agreed to pay each of Messrs.
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Chandler and Meyercord (i) $10,000 in cash as a result of the submission by Value and Opportunity Master Fund of its nomination of each of Messrs.
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Chandler and Meyercord to Tollgrade and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to a solicitation of proxies in favor of each Messrs.
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Chandler's and Meyercord's election as a director at the Annual Meeting. Pursuant to the Compensation Letter Agreements, each of Messrs.
Chandler and Meyercord agrees to use such compensation to acquire securities of Tollgrade (the "Nominee Shares") at such time that such Nominee shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs.
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Chandler and Meyercord agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Tollgrade enters into a business combination with a third party, each of Messrs.
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Chandler and Meyercord may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.
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Cohen, Stark, Strauss, Solomon, Chandler, Libshutz and Meyercord, III (collectively the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Tollgrade, (b) the Group agreed to solicit proxies or written consents for the election of the Ramius Nominees, or any other person(s) nominated by Value and Opportunity Master Fund, to the Board at the Annual Meeting (the "Solicitation"), and (c) Value and Opportunity Master Fund and Parche agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.