UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

~~_________________________~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): December 2, 2010

~~Pursuant~~ULTICOM, ~~to Section 13 or 15~~INC. (d)Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

Date of Report (Date of earliest event reported): October 12, 2010


New Jersey	0-30121	22-2050748
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

_________________________


1020 Briggs Road Mount Laurel, New Jersey		08054
(Address of Principal Executive Offices)		(Zip Code)

ULTICOM, INC.

(Exact name of registrant as specified in its charter)

_________________________

NEW JERSEY		0-30121		22-2050748
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

1020 Briggs Road, Mount Laurel, New Jersey		08054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 787-2700

NNot Applicable (Former name or former address if changed since last report.A.)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the Form ~~since~~8-K ~~last~~filing ~~report)~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~_________________________~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~Item 1.~~425)~~01 xEntry ~~Soliciting~~Into ~~material~~a ~~pursuant~~Material toDefinitive Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Agreement

~~Item1~~In connection with the consummation of the Merger (as defined below), on December 3, 2010, Ulticom, Inc.~~01.~~, ~~Entry~~a New Jersey corporation (“Ulticom” or the “Company”), entered into a ~~Material~~Termination ~~Definitive~~Agreement (the “Termination Agreement”) with Comverse Technology, Inc., a New York corporation and the Company’s majority shareholder prior to the Merger (“Comverse”), pursuant to which the following agreements between the Company and Comverse were terminated:

On• ~~October~~the ~~12,~~Tax ~~2010,~~Sharing ~~Ulticom~~Agreement, ~~Inc.,~~dated aDecember ~~New~~21, ~~Jersey~~1999, ~~corporation~~pursuant ~~(“Ulticom”~~to orwhich the “Company~~”),~~ ~~entered~~and ~~into~~Comverse aallocated ~~definitive~~between ~~merger~~Comverse ~~agreement~~and ~~(the~~Ulticom ~~“Merger~~their ~~Agreement”)~~consolidated ~~with~~federal ~~affiliates~~income oftax ~~Platinum~~liability ~~Equity Advisors, LLC (“Platinum Equity”) providing~~ for ~~the~~taxable ~~acquisition~~years ofand ~~Ulticom~~certain byrelated ~~Platinum~~matters ~~Equity~~and ~~for~~pursuant ato ~~purchase~~which ~~price~~the ofCompany ~~$2.33~~paid ~~per~~Comverse ~~share~~an inamount ~~cash,~~equal ~~after~~to ~~payment~~its ofseparate atax ~~special~~liability ~~dividend~~during inyears ~~the amount of $5.74 per share~~ in ~~cash~~which ~~(the “Merger”). Shares held by the Company’s majority shareholder~~ Comverse ~~Technology,~~filed ~~Inc. (“Comverse”) will be purchased by Platinum Equity pursuant to~~ a ~~share~~consolidated ~~purchase~~federal ~~agreement~~income ~~entered~~tax ~~into~~return bywhich ~~Comverse~~included onUlticom ~~October 12, 2010~~ (the ~~“Share~~foregoing ~~Purchase~~description ~~Agreement”),~~is ~~following~~qualified ~~payment~~in ofits ~~the~~entirety ~~special~~by ~~dividend~~reference ~~and immediately prior~~ to the ~~consummation~~Tax ofSharing ~~the Merger (the “Share Purchase Transaction”), and will be cancelled in the merger without receiving any merger consideration (see “Share Purchase~~ Agreement~~” below). Also on October 12~~, ~~2010, Comverse entered into~~ a ~~Voting~~copy ~~and~~of ~~Support Agreement (the “Voting Agreement”) with Platinum Equity pursuant to~~ which ~~Comverse~~is ~~agreed,~~attached ~~among~~hereto ~~other~~as ~~things,~~Exhibit to10.1 ~~vote~~and ~~its~~incorporated ~~shares~~herein ofby ~~Company Common Stock in favor of the Merger (see “Voting Agreement” below~~reference).;

• the Registration Rights Agreement, dated as of January 1, 2000, pursuant to which the Company granted to Comverse certain registration rights with respect to Ulticom’s common stock (the “Common Stock”), including rights to register for sale shares of Common Stock that are or have been acquired by directors, officers and ~~Plan~~employees of ~~Merger~~Comverse upon the exercise of options granted to them by Comverse, and agreed to indemnify Comverse, its directors, officers and employees against liabilities that may result from their sale of Common Stock, including Securities Act liabilities (the foregoing description is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference); and

~~Pursuant~~• to the ~~Merger~~Business Opportunities Agreement, ~~among~~dated ~~Utah~~as ~~Intermediate~~of ~~Holding~~January ~~Corporation~~1, a1999, ~~Delaware~~pursuant ~~corporation~~to ~~(“Parent”)~~which Comverse and Ulticom allocated between Comverse and Ulticom opportunities to pursue transactions or matters that, ~~Utah~~absent ~~Merger~~such ~~Corporation~~allocation, acould ~~New~~constitute ~~Jersey~~corporate ~~corporation~~opportunities of both companies, and aComverse ~~wholly~~agreed ~~owned~~to ~~subsidiary~~indemnify ofComverse ~~Parent~~and ~~(“Merger~~its ~~Sub”)~~directors and officers against any liabilities arising out of any claim that any provision of the ~~Company,~~agreement ~~and~~or ~~subject~~the failure to ~~the~~offer ~~terms~~any ~~and~~business ~~conditions~~opportunity ~~set~~to ~~forth~~the ~~therein,~~Company ~~Merger~~violates ~~Sub~~or ~~will~~breaches ~~merge~~any ~~with~~duty ~~and~~that ~~into~~may be owed to the Company by Comverse or any of its directors or officers (the ~~“Merger”),~~foregoing ~~with~~description ~~the~~is ~~Company~~qualified ~~surviving~~in its entirety by reference to the ~~Merger~~Business asOpportunities Agreement, a ~~wholly-owned~~copy ~~subsidiary~~ of ~~Parent~~which is attached hereto as Exhibit 10.3 and incorporated herein by reference).

~~Upon~~Under ~~consummation of~~ the ~~Merger,~~terms ~~each~~and ~~share~~conditions of the ~~Company’s~~Termination ~~common stock~~Agreement, ~~no par value (~~the “Company ~~Common~~and ~~Stock”)~~Comverse ~~outstanding~~agreed ~~immediately prior~~ to mutually ~~the~~release ~~effective time of~~ the ~~Merger~~other ~~will~~party, beParent ~~converted~~and ~~into the right to receive $2.33 per share in cash (the “~~Merger ~~Consideration”). As~~Sub ~~contemplated~~and bytheir ~~the~~respective ~~Merger~~successors ~~Agreement,~~and ~~the~~assigns from ~~Board~~all ofclaims ~~Directors~~relating ~~of the Company (the “Board”) has declared a contingent cash dividend (the “Contingent Dividend”) of $5.74 per share, payable immediately prior~~ to the ~~consummation~~terminated ofagreements ~~the~~that ~~Share~~either ~~Purchase Transaction to~~ the Company’s ~~shareholders~~or ~~of record at the close of business on November 24, 2010, subject to satisfaction of the conditions to closing under the~~ Comverse ~~Share~~had ~~Purchase~~or may ~~Agreement~~have ~~and~~had ~~the~~against ~~Merger Agreement, including~~ the ~~receipt~~released ~~of a “bring-down” solvency opinion from the Company’s independent financial advisor~~parties. The ~~Company~~foregoing ~~anticipates~~description ~~that~~is ~~pursuant~~qualified ~~to NASD Rule 11140, buyers of the Company Common Stock~~ in ~~trades~~its ~~executed~~entirety by onreference ~~The Nasdaq Global Market after the record date and prior~~ to the ~~next~~Termination ~~trading~~Agreement, ~~day~~a ~~after~~copy ~~the payment date~~ of ~~the~~which ~~dividend~~is ~~will~~attached behereto ~~entitled~~as ~~to receive the Contingent Dividend~~Exhibit 10.4 ~~The~~and incorporated ~~total~~herein ~~consideration to be received~~ by ~~the Company’s shareholders from the Contingent Dividend and the Merger (other than Comverse, which will receive the Contingent Dividend and the Share Purchase Consideration described below) is $8~~reference.~~07 per share in cash.~~

~~Immediately~~Item 1.02 ~~prior~~Termination ~~to the Merger, all unvested outstanding options to purchase Company Common Stock will vest and the deferral period and other restrictions on deferred stock awards and restricted stock awards~~ of ~~the~~a ~~Company~~Material ~~will~~Definitive ~~lapse. Option exercise prices will be adjusted to give~~Agreement

2The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 1.02.

~~effect to the payment of the Contingent Dividend~~Item 2. ~~The~~01 ~~vested~~Completion ~~options, deferred stock and restricted stock will be cashed out in the Merger at the Merger Consideration (in the case~~ of ~~deferred~~Acquisition ~~stock~~or ~~and~~Disposition ~~restricted stock) and at the Merger Consideration minus the adjusted option exercise price (in the case~~ of ~~options).~~Assets

~~The~~As ~~Company~~previously disclosed, ~~Parent~~on ~~and~~October 12, 2010, Ulticom entered into a definitive merger agreement (the “Merger ~~Sub~~Agreement”) ~~each~~with ~~made~~Utah ~~customary~~Intermediate ~~representations~~Holding Corporation, ~~warranties~~a Delaware corporation (“Parent”) and ~~covenants~~Utah inMerger ~~the~~Corporation, a New Jersey corporation and wholly owned subsidiary of Parent (“Merger ~~Agreement~~Sub”), ~~including~~both affiliates of Platinum Equity, ~~among~~LLC, ~~others~~a Delaware limited liability company (“Platinum Equity”), ~~covenants~~providing byfor the acquisition ~~Company~~of toUlticom ~~operate~~by ~~its~~Platinum ~~business~~Equity infor ~~the~~a ~~ordinary~~purchase ~~course~~price of ~~business~~$2.33 ~~consistent~~per ~~with~~share ~~past~~of ~~practice~~Common ~~during~~Stock in cash (the ~~period~~“Merger ~~from~~Consideration”), ~~signing~~after topayment ~~closing~~of ~~and~~a tospecial ~~refrain~~dividend ~~from~~in ~~certain~~the ~~actions~~amount ~~during~~of ~~that~~$5.74 per ~~period~~share in cash (the “Merger”).

~~The~~Immediately ~~Company~~prior ~~further~~to ~~agreed~~the ~~(i)~~Merger, toParent ~~hold~~acquired aall ~~meeting~~ of ~~its~~the ~~shareholders~~shares toof ~~consider~~Common ~~the~~Stock ~~approval~~held ofby Comverse pursuant to the ~~Merger~~Share Purchase Agreement, ~~(ii)~~dated ~~subject~~as toof ~~certain exceptions~~October 12, ~~for~~2010 (the ~~Board~~“Share toPurchase Agreement”), ~~recommend~~by ~~adoption~~and among Comverse, Parent and ~~approval~~Merger bySub. ~~its~~The ~~shareholders~~description of the ~~Merger~~Share Purchase Agreement, ~~(iii)~~and ~~not~~the totransactions ~~solicit~~contemplated ~~proposals~~thereby ~~relating~~in this Current Report on Form 8-K does not purport to ~~alternative~~be ~~transactions~~complete and ~~(iv)~~is subject to, ~~certain~~and ~~exceptions,~~qualified ~~not~~in toits ~~enter~~entirety ~~into~~by, ~~discussions~~the ~~concerning~~Share Purchase Agreement, orwhich ~~provide~~is ~~confidential~~attached ~~information~~hereto inas ~~connection~~Exhibit 10.5 ~~with,~~and ~~alternative~~is ~~transactions~~incorporated herein by reference.

~~Parent~~At ~~has~~a ~~obtained~~special ~~equity~~meeting ~~financing~~of ~~commitments~~shareholders ~~from~~of ~~Platinum~~the ~~Equity~~Company toheld ~~enable~~on ~~Parent~~December 2, ~~and~~2010 ~~Merger~~(the ~~Sub~~“Special Meeting”), tothe ~~satisfy~~Company’s ~~their~~shareholders ~~obligations~~adopted ~~under~~ the Merger Agreement and ~~the~~approved ~~Share Purchase Agreement. The equity financing commitment is enforceable by~~ the ~~Company and by Comverse~~Merger.

~~The~~On ~~closing of the Merger is subject to customary conditions~~December 3, ~~including (i) the approval of the Company’s shareholders~~2010, ~~consisting~~in ofaccordance ~~(a)~~with the ~~approval~~Merger ofAgreement ~~the holders of a majority of the outstanding shares of Company Common Stock~~ and ~~(b)~~pursuant ~~the~~to ~~approval of~~ the ~~holders~~New ofJersey Business aCorporation ~~majority of the outstanding shares of the Company Common Stock (other than shares held by Comverse~~Act, ~~Parent,~~Merger ~~the~~Sub ~~Company~~merged ~~and~~with ~~their respective affiliates (including officers~~ and ~~directors)),~~into ~~(ii) receipt of a bring-down solvency opinion from~~ the Company~~’s financial advisors~~, ~~(iii)~~with ~~payment of~~ the ~~Contingent~~Company ~~Dividend,~~continuing as ~~(iv) closing of~~ the ~~Share~~surviving ~~Purchase~~corporation ~~Transaction, (v) the expiration~~ of the ~~waiting~~Merger ~~period under the German Act against Restraints of Competition, (vi) subject to certain exceptions, the accuracy of the representations~~ and ~~warranties~~a ofwholly ~~the~~owned ~~parties,~~subsidiary ~~and (vii) subject to certain exceptions, the absence~~ of ~~any event, change or circumstance that has or would be reasonably likely to have a material adverse effect on the Company~~Parent.

The Merger Agreement contains certain termination rights for both Parent and the Company and further provides that, upon termination of the Merger Agreement under certain circumstances, the Company may be required to pay Parent a $1.Item 3 ~~million termination fee~~. ~~These~~01 ~~circumstances~~Notice ~~include (i) termination~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~by the Company in order~~ to ~~enter~~Satisfy ~~into an agreement pursuant to~~ a ~~superior~~Continued ~~proposal,~~Listing ~~(ii)~~Rule termination by Parent due to a Company Adverse Recommendation Change (as defined in the Merger Agreement), the Company Board’s failure to reaffirm its recommendation for the Merger within two business days upon Parent’s request following the Company’s receipt of a takeover proposal, or aStandard; Transfer ~~material breach by the Company~~ of ~~its~~Listing obligation not to solicit competing acquisition proposals after receiving a takeover proposal, (iii) termination of the Merger Agreement by Parent due to an intentional breach by the Company of the Merger Agreement and an unsolicited third party proposal was received by the Company prior to such termination, if the Company subsequently consummates a transaction contemplated in such unsolicited proposal within 12 months of termination. In addition, the Company is required to pay up to $600,000 as reimbursement of Parent’s out-of-pocket transaction expenses if

On December 3, 2010, Ulticom notified the NASDAQ Global Market (“Nasdaq”) of the consummation of the Merger and requested that trading in the Common Stock be suspended prior to market open the next business day and that the Common Stock be withdrawn from listing on Nasdaq. On the same day, Nasdaq filed a Form 25 with the Securities and Exchange Commission (“SEC”) to delist and deregister the Common Stock. As a result, the Common Stock will no longer be listed on Nasdaq following the close of business on December 3, 2010.

~~the Merger Agreement is terminated by the Company or Parent because the requisite shareholder approval is not obtained~~Item 3. ~~Furthermore,~~03 ifMaterial aModification ~~takeover proposal has been made and publicly announced prior~~ to ~~the~~Rights ~~shareholder~~of ~~vote,~~Security and the Company consummates a transaction pursuant to any takeover proposal within 12 months after such termination, then the Company shall pay Parent $1.3 million as a termination fee less any expense reimbursement previously paid by the Company.Holders

~~Investors~~At ~~are~~the ~~encouraged~~effective totime ~~review~~and as a result of the ~~full~~Merger, ~~terms~~each ~~and~~outstanding ~~provisions~~share of the ~~Merger~~Common ~~Agreement~~Stock, other ~~which~~than isshares ~~filed~~held asby ~~Exhibit~~the ~~2.1~~Company, ~~hereto~~Parent, ~~and~~Merger isSub ~~incorporated~~or any of their respective subsidiaries, was cancelled and converted into ~~this~~the ~~report~~right byto ~~reference~~receive the Merger Consideration.

~~Share~~The ~~Purchase~~description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Pursuant to the Share Purchase Agreement among Comverse, Parent and Merger Sub, Comverse agreed, among other things, to sell to Parent all of the shares of Company Common Stock owned by Comverse (such shares, the “Comverse Shares”) for aggregate consideration of approximately $17.2 million, amountingItem ~~to up to $2~~5.3301 ~~per~~Changes ~~Comverse Share, consisting of (i) approximately $13.2 million to be paid~~ in ~~cash~~Control ~~by Parent at the closing~~ of the Share Purchase Transaction and (ii) two non-interest bearing promissory notes in the aggregate principal amount of $4.0 million to by issued by Merger Sub to Comverse (collectively, the “Share Purchase Consideration”). The first promissory note, in the amount of $1.4 million, is payable to Comverse 14 months after consummation of the Merger, and the second promissory note, in the amount of $2.6 million, is payable to Comverse following the determination of Ulticom’s revenue for a 24-month period following the consummation of the Merger and subject to reduction based on the revenue generated by Ulticom during such period.Registrant

~~The~~As a result of the transactions contemplated by the Share Purchase Agreement ~~contains~~and ~~certain~~the ~~termination~~Merger, ~~rights~~a change ~~for~~of ~~each~~control of the ~~parties~~Company occurred, ~~including~~and the ~~right~~Company tobecame ~~terminate~~a ~~the~~wholly ~~Share~~owned ~~Purchase~~subsidiary ~~Agreement~~of Parent. ifThe ~~the~~disclosures ~~Merger~~under ~~Agreement~~Items is2.01 ~~terminated~~and in3.03 ~~accordance~~above ~~with~~and ~~its~~5.02 ~~terms~~below are incorporated herein by reference.

IfThe ~~the~~aggregate ~~Share~~consideration ~~Purchase~~paid ~~Agreement~~to isComverse ~~terminated~~under ~~as a result of~~ the ~~termination~~Share ofPurchase ~~the Merger~~ Agreement ~~(i)~~was byapproximately $17.2 million, ~~Parent~~amounting ~~due~~ to aup ~~Company Adverse Recommendation Change, the Company Board’s failure~~ to ~~reaffirm~~$2.33 ~~its~~per ~~recommendation~~share ~~for~~and ~~the~~consisting ~~Merger~~of ~~within~~(i) approximately ~~two~~$13.2 million paid ~~business~~in ~~days~~cash ~~upon~~by Parent’s ~~request~~at ~~following~~ the ~~Company’s~~closing ~~receipt~~ of ~~a takeover proposal, or a material breach by~~ the ~~Company~~Share ofPurchase ~~its~~Agreement ~~obligation~~and ~~not~~(ii) two tonon-interest bearing ~~solicit~~promissory ~~competing~~notes ~~acquisition~~in ~~proposals~~the ~~after~~aggregate ~~receiving~~principal aamount ~~takeover~~of ~~proposal~~$4.0 million orissued ~~(ii)~~ by ~~the~~Merger ~~Company~~Sub ~~in order~~ to Comverse. ~~enter~~The ~~into~~merger anconsideration ~~agreement~~was ~~pursuant~~$2.33 toper ~~a superior proposal~~share, ~~then,~~or if$8.76 million in the ~~Company~~aggregate. ~~subsequently~~The source ~~consummates~~of afunds ~~transaction~~for ~~pursuant~~the topayment ~~any takeover proposal within 12 months~~ of ~~such~~the ~~termination,~~merger ~~Comverse~~consideration ~~shall~~and ~~pay~~the toconsideration ~~Parent~~paid under the Share ~~Comverse~~Purchase ~~Termination~~Agreement ~~Fee,~~was ~~net~~investment ofcapital ~~any~~available ~~previous~~to ~~expense~~certain ~~reimbursement~~private orinvestment ~~termination~~funds controlled ~~fee paid~~ by ~~Comverse~~Platinum Equity.

IfItem 5.02 ~~the~~Departure ~~Share Purchase Agreement is terminated as a result~~ of ~~the~~Directors ~~termination~~or ofCertain ~~the~~Officers; ~~Merger~~Election ~~Agreement by Parent due to an intentional breach by the Company~~ of ~~the~~Directors; ~~Merger~~Appointment Agreement, an unsolicited third party proposal was received by the Company prior to such termination and the Company subsequently consummates a transaction contemplated in such unsolicited proposal within 12 months of Certain ~~termination,~~Officers; ~~Comverse~~Compensatory ~~shall~~Arrangements ~~pay to Parent the Comverse Termination Fee, net~~ of ~~any~~Certain ~~previous expense reimbursement or termination fee paid by Comverse.~~Officers

4In accordance with the Merger Agreement, upon completion of the Merger, the directors of Merger Sub became the directors of the Company. Accordingly, on December 3, 2010, each of Paul D. Baker, John Bunyan, Michael J. Chill, Andre Dahan, Ron Hiram, Joel Legon, Rex A. McWilliams, Shawn K. Osborne and Shefali Shah ceased to be members of the Company’s board of directors and any committees to which they belonged and were replaced by Eva M. Kalawski, Executive Vice President, General Counsel and Secretary of Platinum Equity. Upon completion of the Merger, each of James Johnston, Jamie McArdle, and Shila Roohi ceased to be the Senior Vice President, Operations, Senior Vice President, Worldwide Sales, and Senior Vice President, Engineering, respectively, of the Company, but remained employees of the Company.

IfItem 5.03 ~~the~~Amendments ~~Share Purchase Agreement is terminated as a result of the termination of the Merger Agreement by the Company or Parent due~~ to aArticles ~~failure to obtain the requisite shareholder vote, then (i) Comverse shall pay a termination fee that is the difference between $1 million and the amount~~ of ~~such~~Incorporation costs and expenses for which the Company is obligated to reimburse Parent, at the time of the termination of the Merger Agreement, and (ii) if a takeover proposal has been made and publicly announced prior to the shareholder vote, and the Company subsequently consummates a transaction pursuant to any takeover proposal within 12 months of termination in which the Company is sold for an enterprise value greater than $12 million, then Comverse shall pay to Parent 30% of Comverse’s profit, up to a maximum of $1.2 million (the “Comverse Termination Fee”), net of any previous expense reimbursement or ~~termination~~Bylaws; ~~fee~~Change ~~paid by Comverse, in each case at the time~~ of ~~the~~Fiscal ~~closing of such transaction.~~Year

~~The~~At ~~Share~~the ~~Purchase~~effective ~~Agreement~~time ~~also~~of ~~includes~~the ~~customary~~Merger, ~~representations~~the restated certificate of incorporation and the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger and attached hereto as Exhibits 3.1 and 3.2, ~~warranties~~respectively, ~~covenants~~became bythe ~~each~~certificate of incorporation and bylaws of the Company. ~~parties~~Each of Exhibit 3.1 and ~~customary~~3.2 ~~closing~~is ~~conditions~~incorporated herein by reference.

~~Voting~~Item 5.07 ~~and~~Submission ~~Support~~of ~~Agreement~~Matters to a Vote of Security Holders

~~Pursuant~~At tothe Special Meeting, the ~~Voting~~Company’s ~~Agreement~~shareholders ~~entered~~voted ~~into~~on ~~with~~(1) a ~~Parent~~proposal (“Proposal 1”) to approve and adopt the Merger ~~Sub,~~Agreement ~~Comverse~~and ~~agreed,~~(2) a ~~among~~proposal ~~other~~(“Proposal ~~things,~~2”) to ~~vote~~approve ~~all~~an adjournment or postponement of the ~~Comverse~~Special ~~Shares~~Meeting ~~then~~to ~~beneficially~~a ~~owned~~later bydate itor intime, ~~favor~~if ofnecessary ~~the~~or ~~adoption~~appropriate, ~~and~~to solicit ~~approval~~additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The ~~Voting~~matters ~~Agreement~~acted ~~will terminate~~ upon at the ~~termination~~Special ofMeeting ~~either~~are ~~the~~described ~~Merger~~in ~~Agreement~~more detail orin the ~~Share~~Company’s ~~Purchase~~definitive ~~Agreement~~proxy instatement ~~accordance~~on Schedule 14A, filed with ~~its~~the ~~terms~~SEC oron 30November 1, ~~days~~2010, ~~after~~pursuant ato ~~Company~~which ~~Adverse~~proxies ~~Recommendation~~were ~~Change~~solicited. Set forth are the voting results for the proposals considered and voted upon at the Special Meeting:

Investors are encouraged to review the full terms and provisions of the Share Purchase Agreement and the Voting Agreement, which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated into this report by reference.


	For		Against		Abstain		Broker Non-Votes
Proposal 1		9,674,398		1,005,019		254		0
Proposal 2		9,611,181		1,068,224		268		0

Item 8 7.01. ~~Other~~Regulation FD ~~Events.~~Disclosure

~~Also~~The onCompany ~~October~~issued 12a press release on December 2, 2010, ~~Ulticom~~announcing ~~issued~~that aits ~~press~~shareholders ~~release~~voted ~~announcing~~to approve the ~~proposed~~Merger ~~acquisition~~Agreement ofat the ~~Company~~Special ~~by Platinum Equity~~Meeting. A copy of the press release is ~~being~~ furnished ~~herewith~~ as Exhibit 99.1 and incorporated herein by reference.

~~Also~~Item 9.01 onFinancial ~~October~~Statements ~~12, 2010, Ulticom distributed to its employees a letter regarding the execution of the Merger Agreement~~ and ~~the Merger, a copy of which letter is attached hereto as Exhibit 99.2.~~Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

	Exhibit No.	Description
	2.1	Agreement and Plan of Merger, dated as of October 12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc.
	10.1	Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation, and Utah Merger Corporation

The Exhibit Index immediately following the signature page to this Current Report on Form 8-K is incorporated herein by reference.

	10.2	Voting and Support Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation, and Utah Merger Corporation
	99.1	Press release, dated October 12, 2010.
	99.2	Letter to Employees, dated October 12, 2010.

Forward-Looking Statements

Some of the statements contained in this communication (including information included or incorporated by reference herein) may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors could adversely affect the Company's future financial performance and cause actual results to differ materially from the Company's expectations, including uncertainties associated with the proposed sale of the Company to an affiliate of Platinum Equity, the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction, the ability of third parties to fulfill their obligations relating to the proposed transaction, the ability of the parties to satisfy the conditions to closing set forth in the Merger Agreement and the risk factors discussed from time to time by the Company in its reports filed with the Securities and Exchange Commission (the "SEC"). The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required by the federal securities laws.

Additional Information About This Transaction

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Platinum Equity. In connection with the proposed acquisition, the Company will file with, or furnish to, the SEC all relevant materials, including a proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be mailed to shareholders of the Company. Investors and security holders will be able to obtain the proxy statement (when available) and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, Ulticom, Inc. - USA., 1020 Briggs Road, Mount Laurel, NJ 08054, telephone: (856) 787-2700, or from the Company’s website, www.ulticom.com.

The Company and its directors and executive officers and certain other members of its

management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed acquisition the Company by Platinum Equity. Information regarding the Company’s directors and executive officers is set forth in the Company’s proxy statement for its 2010 annual meeting of shareholders, which was filed with the SEC on April 28, 2010. Additional information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

ULTICOM, INC. By: /s/ Shawn K. Osborne Name: Shawn K. Osborne Title: President and Chief Executive Officer


Dated: December 3, 2010	ULTICOM, INC.
	By:	/s/ Shawn Osborne
		Name:	Shawn K. Osborne
		Title:	President and Chief Executive Officer

~~Date: October 12, 2010~~Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 13, 2010).
3.1		Restated Certificate of Incorporation
3.2		Bylaws
10.1		Federal Income Tax Sharing Agreement, dated as of December 21, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000).
10.2		Registration Rights Agreement, dated as of January 1, 2000, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000).
10.3		Business Opportunities Agreement, dated as of January 1, 1999, between Comverse Technology, Inc. and Ulticom, Inc. (incorporated by reference from the Company’s Amendment No. 1 to the Registration Statement on Form S-1 under the Securities Act of 1933, Registration No. 333-94873, filed on February 29, 2000)
10.4		Termination Agreement, dated as of December 3, 2010, by and between Ulticom, Inc. and Comverse Technology, Inc.
10.5		Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 13, 2010).
99.1		Press Release, dated December 2, 2010

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of October12, 2010, by and among Utah Intermediate Holding Corporation, Utah Merger Corporation, and Ulticom, Inc.
10.1	Share Purchase Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation
10.2	Voting and Support Agreement, dated as of October 12, 2010, by and among Comverse Technology, Inc., Utah Intermediate Holding Corporation and Utah Merger Corporation
99.1	Press release, dated October 12, 2010.
99.2	Letter to Employees, dated October 12, 2010.

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