Tollgrade shareholder Ramius seeks support for board nominees

By Angela McDaniels

Tacoma, Wash., July 13 - Tollgrade Communications, Inc. shareholder RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC, sent a letter to fellow shareholders on Monday asking them to vote for its nominees to the company's board of directors at the annual meeting on Aug. 5.

Ramius has nominated Scott Chandler, Ed Meyercord and Jeffrey Solomon.

Chandler is the founder of Franklin Court Partners, a consulting and advisory firm focused on the telecom and technology industry, according to a Ramius news release.

Meyercord was most recently the president, chief executive officer and director of Cavalier Telephone, a privately held voice and data services provider, and Solomon is a managing member of Ramius.

Ramius is Tollgrade's largest shareholder with a 15.2% stake. It is asking shareholders to vote for its nominees instead of incumbent directors James J. Barnes, David S. Egan and Brian C. Mullins.

In May, Tollgrade announced that CEO Joseph Ferrara would assume the additional role of chairman of the board and that board member Robert W. Kampmeinert was appointed as the company's independent lead director.

In Monday's letter, Ramius said these actions were only made after it publicly announced a competing slate of director candidates. The shareholder also said these "reactionary changes fail to address the significant issues facing the company" and are "transparent attempts by the company to win votes in the upcoming election contest."

In the shareholder's view, the company's "convoluted and ineffective" growth strategy of pursuing product development initiatives and acquisitions outside its core competencies has been made worse by "poor execution and failed oversight."

Ramius said that instead of developing or acquiring products and then attempting to market them, Tollgrade should work with existing customers to develop products and services that fit their needs.

The shareholder said its nominees have the telecom industry experience that the board "desperately needs."

Tollgrade is based in Cheswick, Pa., and makes test system and status-monitoring hardware and software products for the U.S. telecommunications and cable industries.

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