Legal Eagle Review - Ulticom Announces Settlement With SEC

Ulticom Announces Settlement With SEC

Written by Ulticom Inc

Thursday, 18 June 2009

Mt. Laurel, New Jersey - Ulticom, Inc. (the "Company") (Pink Sheets:ULCM) announced today a final settlement with the Securities and Exchange Commission (the "SEC") regarding the previously disclosed investigation of the Company's historical option grant and non-option grant accounting practices. The SEC filed a civil injunctive action against the Company (the "Complaint") for violation of Section 17(a) of the Securities Act of 1933, Sections 13(a), 13(b)(2)(A) and (B) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 13a-1, 13a-11, 13a-13 and 14a-9 promulgated under the Exchange Act.

These sections address the anti-fraud, periodic reporting, proxy solicitation, maintenance of books and records, and internal control provisions of the federal securities laws. Simultaneous with the filing of the Complaint, without admitting or denying the allegations therein, the Company consented to the issuance of a final judgment (the "Final Judgment"). No financial penalty, disgorgement or other monetary relief is ordered in the Final Judgment. The Final Judgment provides that the Company is permanently restrained and enjoined from any future violations of the securities laws addressed in the Complaint and further orders the Company to become current in its periodic reporting requirements under the Exchange Act by no later than November 9, 2009.

The Complaint arose from the Company's historical option grant practices during the time period from April 2000 through April 2004 and non-option grant accounting practices during the time period from 1996 through mid-2001. As previously disclosed in the Company's Current Report on Form 8-K filed on March 28, 2008, the Audit Committee of the Company's Board of Directors completed its internal investigations into the above-mentioned practices and recommended certain remedial measures, which are being implemented or in the case of new option grant processes, will be implemented upon the resumption of option grants.

As has also been previously disclosed, the Company is in the process of preparing its financial statements, including the restatement of previously reported financial information, in order to become current in its periodic reporting requirements under the Exchange Act. Based upon the current status of the Company's preparation of its Annual Report on Form 10-K and related audits, the Company expects to file its periodic reports covering the fiscal years 2005, 2006, 2007 and 2008 (years ended January 31, 2006, 2007, 2008 and 2009), certain quarterly reports and any prior periods required for the Company to be current in its reporting obligations, together with any restated historical financial information, by October 31, 2009.