Tollgrade Appoints Telecom Industry Veteran Charles E. Hoffman to its Board of Directors

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Tue Jul 7, 2009 9:30am EDT

Tollgrade Appoints Telecom Industry Veteran Charles E. Hoffman to its Board of
Directors
Appointment Further Enhances Board's Telecom Industry Expertise

 


PITTSBURGH, July 7 /PRNewswire-FirstCall/ -- Tollgrade Communications, Inc.
(Nasdaq: TLGD), a leading provider of network service assurance to the
telecommunications industry, today announced that telecom and broadband
industry executive Charles E. Hoffman has been appointed by the Tollgrade
Board as its newest independent director.  His appointment is effective
immediately. He was appointed to the class of directors whose term expires at
the 2009 Annual Meeting, and will stand for re-election at the 2009 Annual
Meeting as a substitute nominee for longtime director and former Chairman of
the Board Daniel P. Barry, who has decided to retire from the Tollgrade Board
at the end of his current term and not to stand for re-election.  

(Logo: http://www.newscom.com/cgi-bin/prnh/20050603/CLF046LOGO )

In connection with Mr. Barry's retirement and the substitution of Mr. Hoffman
as a nominee for election to the Tollgrade Board at the 2009 Annual Meeting,
Tollgrade will be filing with the Securities and Exchange Commission and
mailing to shareholders a Supplement to its Notice of Meeting and Proxy
Statement, together with a revised form of Tollgrade's WHITE proxy card, on or
about July 7, 2009. 

"Charlie Hoffman's three decades of telecom industry leadership, including
successful CEO assignments with Covad Communications Group and Rogers
Wireless, adds tremendous industry expertise to our board at a pivotal moment
in Tollgrade's history," said Joseph Ferrara, Tollgrade's Chairman, President
and CEO.  "We expect him to be a tremendous resource to Tollgrade as we
continue our transformation efforts that will help to position the Company for
long-term growth, a return to profitability and increasing value for
investors," added Ferrara. 

Mr. Hoffman's appointment was approved unanimously by Tollgrade's Board of
Directors, and temporarily expands the Tollgrade Board to nine members, eight
of which qualify as independent directors under the new stricter guidelines
recently adopted by Tollgrade.  Immediately following the final certification
of voting results from the 2009 Annual Meeting, the size of the Tollgrade
Board will revert to eight members.   

Mr. Hoffman has more than 30 years of global executive experience in the
telecommunications and broadband industries.  Most recently, Mr. Hoffman was
President and CEO of Covad Communications Group, Inc. (2001 - 2008), a leading
nationwide provider of integrated voice and data communications and the first
enterprise to commercially deploy DSL in the United States. Covad recruited
Mr. Hoffman to restructure the company and guide it through a pre-packaged
bankruptcy.  That restructuring effort allowed Covad, unlike many of the other
broadband companies in its peer group, to successfully emerge from bankruptcy.
After Covad emerged from bankruptcy, Mr. Hoffman led an expansion program that
nearly quadrupled Covad's revenue.  In April 2008, Mr. Hoffman led Covad in
its sale to private equity firm, Platinum Equity, for approximately $470
million, a transaction that resulted in a 59% premium to Covad's share price
prior to the announcement of the transaction.  

Previously, Mr. Hoffman was President and CEO of Rogers Wireless, Inc.,
Canada's national wireless provider, where among his accomplishments he led
the company from fourth place to first place in subscriber growth.  He also
served as President of Sprint PCS's Northeast Region and held numerous
executive and senior management positions with AT&T and SBC during a 16-year
tenure.  He serves as a director on two other publicly-traded technology
company boards, namely Chordiant Software (Nasdaq: CHRD) and Synchronoss
Technologies (Nasdaq: SNCR).  Also, he has formerly served on the boards of
Covad Communications Group, Rogers Wireless, Toronto Blue Jays and Cibernet.  

Mr. Hoffman began his career in marketing with IBM and received both his
M.B.A. and B.S. from the University of Missouri - St. Louis.  In 2006, he
attended the Directors College at Stanford University.  He was enlisted in the
U.S. Air Force and served our country in the Vietnam War.

"While we will all miss Dan Barry's wise and thoughtful counsel, we are
fortunate to be able to add to the Tollgrade Board the expertise and caliber
of a Board member in Charlie Hoffman whose leadership in the telecom and
broadband industries helped to transform the companies he served," said Robert
W. Kampmeinert, independent lead director of Tollgrade's Board.  "Along with
Ed Kennedy, who was also recently added to the Board, we look forward to their
perspective and guidance as we continue to enhance our Board composition with
highly qualified, experienced, and independent directors that are committed to
acting in the best interests of all shareholders."

"We are grateful for Dan Barry's service to the Company and to all
shareholders as he plans to retire from the Tollgrade Board, after having
served as a Director since 1995," said Joseph Ferrara.  "During his tenure, as
a member of the Tollgrade Board, Dan has been instrumental in the development
of Tollgrade's solid foundation of strong corporate governance practices,
including the adoption of a majority voting standard in uncontested elections
of directors, the elimination of Tollgrade's 'poison pill' shareholder rights
plan, the continuing phase-out of Tollgrade's classified board structure which
will require all directors to stand for election annually beginning in 2010,
and the adoption of a stricter standard for director independence.  His
guidance as Chairman (2005-2009) was also significant in making key changes
that led to the Company's current transformation and the adoption of the
Company's refocused strategy to emphasize Tollgrade's service assurance
offerings to the telecom market.  On behalf of the Board, we are grateful for
all of his contributions and wish him the best upon his retirement," said
Ferrara.

Mr. Hoffman's appointment to the Tollgrade Board underscores another milestone
achieved in the execution of a comprehensive strategic plan to transform the
Company and position it for sustainable growth. In 2008, the Board retained
the investment banking firm of Needham & Company to help evaluate a range of
strategic alternatives to enhance shareholder value.  As part of this process,
the Board was also unanimous in its view that Tollgrade would benefit from the
addition of independent directors with deep experience in the telecom sector.
The Board retained CT Partners, a nationally-recognized executive search firm,
to assist in identifying candidates. Last month, the Board selected Edward H.
Kennedy to join its Board for a term that expires at the 2010 Annual Meeting. 
The addition of Charles Hoffman to the Tollgrade Board adds critical
experience in broadband telecom and in the transformation of suppliers to the
telecom markets.  

Also from this process, the Board developed a comprehensive strategic plan to
refocus Tollgrade's business by emphasizing its service assurance offerings to
the telecom market and has already executed on a number of fronts to enhance
shareholder value, including selling off non-core assets such as the Company's
cable product line in May 2009 as it did not support the refocused growth
strategy. Other results from refocusing efforts to date include:  bolstering
cash reserves, streamlining operations and reducing corporate overhead,
winning a new major multiyear managed services contract, and making key
management changes to strengthen the leadership and functional expertise
needed to execute the Company's growth strategy.  

About Tollgrade
Tollgrade Communications, Inc. is a leading provider of network service
assurance products and services for centralized test systems around the world.
 Tollgrade designs, engineers, markets and supports centralized test systems,
test access and next generation network assurance technologies.  Tollgrade's
customers range from the top telecom providers, to numerous independent
telecom and broadband providers around the world.  Tollgrade's network
testing, measurement and monitoring solutions support the infrastructure of
telecom companies, as well as for power distribution companies.  For more
information, visit Tollgrade's web site at www.tollgrade.com.

Important Information
In connection with the solicitation of proxies, Tollgrade Communications, Inc.
has filed with the SEC and mailed to shareholders on or about June 22, 2009 a
definitive proxy statement in connection with its 2009 Annual Meeting of
Shareholders. A supplement to this proxy statement was filed on July 7, 2009
and it amends, supplements and, to the extent inconsistent, supersedes the
corresponding information previously sent to the shareholders of Tollgrade. 
Tollgrade, its directors, nominees for director and certain officers,
employees and other persons are deemed to be participants in the solicitation
of proxies from shareholders in connection with the 2009 Annual Meeting of
Shareholders. Information regarding the interests of such participants is
included in the definitive proxy statement, the supplement thereto and other
relevant documents filed and to be filed by Tollgrade with the SEC in
connection with the proxy solicitation. WE URGE INVESTORS TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT TOLLGRADE WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will
be able to obtain, free of charge, copies of the definitive proxy statement,
the supplement thereto and any other documents filed by Tollgrade with the SEC
in connection with the proxy solicitation at the SEC's website at
http://www.sec.gov and Tollgrade's website at http://www.tollgrade.com

Forward-Looking Statements
The foregoing release contains "forward-looking statements" regarding future
events or results within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The Company cautions readers that such "forward-looking statements"
are, in fact, predictions that are subject to risks and uncertainties and that
actual events or results may differ materially from those anticipated events
or results expressed or implied by such forward-looking statements. The
Company disclaims any current intention to update its "forward-looking
statements," and the estimates and assumptions within them, at any time or for
any reason. Any number of factors that could cause actual events or results to
differ materially from those contained in the "forward-looking statements" is
included in the Company's filings with the U.S. Securities and Exchange
Commission (the "SEC") including, but not limited to, the Company's Form 10-K
for the year ended December 31, 2008 and any subsequently filed reports. All
documents are also available through the SEC's Electronic Data Gathering
Analysis and Retrieval system at www.sec.gov or from the Company's website at
www.tollgrade.com.


SOURCE  Tollgrade Communications, Inc.

Bob Butter, Communications of Tollgrade Communications, Inc., +1-412-820-1347,
bbutter@tollgrade.com
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