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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 30, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    to   Commission file number: 0-24701
  CATAPULT COMMUNICATIONS
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Nevada

77-0086010(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    Number)   160 South Whisman Road, Mountain View, California 94041
 (Address of principal executive
    offices, including zip code)
  Registrants telephone number, including area code:
 (650) 960-1025
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.001 par value

NASDAQ Global Select Market   Securities Registered Pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ    Rule 12b-2 o o
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART IITEM 1.


BUSINESS


3ITEM 1A.


RISK FACTORS


11ITEM 1B.


UNRESOLVED STAFF COMMENTS


18ITEM 2.


PROPERTIES


18ITEM 3.


LEGAL PROCEEDINGS


18ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


18PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


19ITEM 6.


SELECTED FINANCIAL DATA


19ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATION


20ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISKS


27ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


27ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


27ITEM 9A.


CONTROLS AND PROCEDURES


27ITEM 9B.


OTHER INFORMATION


30PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


30ITEM 11.


EXECUTIVE COMPENSATION


30ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


30ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


30ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


30PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


31   1




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FORWARD-LOOKING
    STATEMENTS
  FORM 10-K FORM 10-K,
   2




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##### Table of Contents



PART I  Item 1.
    Business  The
    Company
  ® ®
  
    design and feature verification;
    conformance testing;
    interoperability testing; and
    load and stress testing.      1-800-SEC-0330 202-551-8090. (http://www.sec.gov)
  Form 10-K, Form 10-Q, Form 8-K
  Our DCT
    and MGTS Products
      
    Long-Term Evolution (LTE);
    WiMAX; 3




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
    IP Multimedia Subsystem (IMS);
    Third Generation Cellular (3G), including UMTS, cdma2000, and
    TD-SCDMA;
    General Packet Radio Service (GPRS);
    Global Systems for Mobile Communications (GSM);
    Code Division Multiple Access (CDMA);
    Signaling System #7 (SS7).      Applications
    Feature Verification.
  Conformance Testing.
  Interoperability Testing.
  Load and Stress Testing.
  DCT
    and MGTS Software
   4




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tm tm tm
    Hardware
    Products
  ®
  Customers
        Sales and
    Marketing
      on-site
 5




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International
    Sales
      Product
    Support
      Product
    Development
     6




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Manufacturing
    Competition
          Intellectual
    Property
   7




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Employees
    Our
    Executive Officers
    Name

Age

PositionsRichard A. Karp


64


Chief Executive Officer and Chairman of the BoardDavid Mayfield


59


President and Chief Operating OfficerChris Stephenson


57


Vice President, Chief Financial Officer and SecretaryAdam Fowler


46


Vice President, MarketingBarbara J. Fairhurst


60


Vice President, OperationsTerry Eastham


61


Vice President, Sales and SupportKathy T. Omaye-Sosnow


52


Vice President, Human ResourcesKalyan Sundhar


39


Vice President, Engineering   Dr. Richard A. Karp
  Mr. David Mayfield
  Mr. Chris Stephenson
  Mr. Adam Fowler
  Ms. Barbara J. Fairhurst
 8




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Mr. Terry Eastham
  Ms. Kathy T. Omaye-Sosnow
  Mr. Kalyan Sundhar
 9




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GLOSSARY
  3G
    
    Third generation digital cellular telecommunication.cdma2000
    
    A third generation digital high-speed wireless technology for
    packet-based transmission of text, digitized voice, video, and
    multimedia that is the successor to CDMA.Code Division Multiple Access (CDMA)
    
    A digital wireless technology that uses a modulation technique
    in which many channels are independently coded for transmission
    over a single wideband channel.General Packet Radio Service (GPRS)
    
    A packet-based digital intermediate speed wireless technology
    based on GSM.Global System for Mobile Communications (GSM)
    
    A digital wireless technology that is widely deployed in Europe
    and, increasingly, in other parts of the world.IP Multimedia Subsystem (IMS)
    
    An internationally recognized standard defining a generic
    architecture for offering Voice over IP and multimedia services
    to multiple access technologies.Long-Term Evolution (LTE)
    
    A project to improve the UMTS mobile phone standard to cope with
    future requirements.Protocol
    
    A specific set of rules, procedures or conventions governing the
    format, means and timing of transmissions between two devices.Signaling System 7 (SS7)
    
    A message-based protocol for exchanging signaling and control
    information between telephony network entities.Time Division-Synchronous Code Multiple Access (TD-SCDMA)
    
    A 3G mobile telecommunications standard, being pursued in the
    Peoples Republic of China.Variant
    
    A specific implementation of a protocol, typically unique to a
    company, region or manufacturer.Universal Mobile Telecommunications System (UMTS)
    
    A third generation digital high speed wireless technology, also
    known as WCDMA, for packet-based transmission of text, digitized
    voice, video, and multimedia that is the successor to GSM and
    GPRS.WiMAX
    
    A standards-based technology enabling the delivery of
    last-mile
    wireless broadband access as an alternative to cable and DSL. 10




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Item 1A.
    Risk
    Factors    Risks
    Related to Our Business
  Our
    quarterly operating results may fluctuate significantly, and
    this may result in volatility in the market price of our common
    stock.
    
    the variable size and timing of individual purchases by our
    customers, including delays in customer purchasing decisions or
    orders due to customer consolidation;
    the absence of long-term customer purchase contracts;
    seasonal factors that may affect capital spending by customers,
    such as the varying fiscal year ends of customers and the
    reduction in business during the summer months, particularly in
    Europe;
    the relatively long sales cycles for our products;
    competitive conditions in our markets;
    exchange rate fluctuations;
    the timing of the introduction and market acceptance of new
    products or product enhancements by us and by our customers,
    competitors and suppliers;
    costs associated with developing and introducing new products;
    product life cycles;
    changes in the level of operating expenses relative to revenues;
    product defects and other quality problems;
    customer order deferrals in anticipation of new products;
    supply interruptions;
    changes in global or regional economic conditions or in the
    telecommunications industry;
    asset impairment, valuation allowance and restructuring charges;
    changes in our tax rate;
    changes in the mix of products sold;
    changes in the regulatory and accounting environment; and
    adverse results from litigation.     11




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Our
    ability to deliver products that meet customer demand is
    dependent on our ability to meet new and changing requirements
    for telecommunications test systems and services.
      Our
    business is dependent on our customers outsourcing their
    telecommunications testing needs, and our business could be
    harmed if the market for outsourced testing solutions declines
    or fails to grow.
    Historically,
    our revenues have been dependent upon a few significant
    customers, the loss of one or more of which could significantly
    reduce our revenues.
   12




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Our
    success depends on the timely development and introduction of
    new products.
    We
    face foreign business, political and economic risks because a
    significant portion of our sales is to customers outside the
    United States.
    
    longer customer payment cycles;
    greater difficulty in accounts receivable collection and longer
    collection times;
    difficulties in staffing and managing foreign operations;
    changes in regulatory requirements or in economic or trade
    policy;
    costs related to localizing products for foreign countries;
    potentially weaker protection for intellectual property in
    certain foreign countries;
    the burden of complying with a wide variety of foreign laws and
    practices, tariffs and other trade barriers; and
    potentially adverse tax consequences, including restrictions on
    repatriation of earnings.    We
    face intense competition in our markets from more established
    test solutions providers, and if we are unable to compete
    successfully we may not be able to maintain or grow our
    business.
   13




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Our
    success depends on continued technological change in the
    telecommunications industry and increased use of our test
    solutions, and lack of technological change in this industry
    could harm our business.
      Our
    business could be harmed if we were to lose the services of one
    or more members of our senior management team, or if we are
    unable to attract and retain qualified personnel.
      We may
    not be able to achieve the anticipated benefits of any
    acquisitions we may make of other companies, products or
    technologies.
    
    difficulties associated with assimilating the personnel and
    operations of acquired companies;
    potential disruption of our ongoing business;
    distraction of management and other resources;
    integration of personnel and technology of an acquired company;
    difficulties in evaluating the technology of a potential target;
    inability to motivate and retain new personnel;
    maintenance of uniform standards, controls, procedures and
    policies;
    impairment of goodwill or other long-lived assets acquired due
    to a failure to generate the levels of cash flow anticipated at
    the acquisition date; and
    impairment of relationships with employees and clients as a
    result of the integration of new management personnel. 14




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The inability to successfully defend claims from taxing
    authorities could adversely affect our operating results and
    financial position.
    Many of our suppliers are sole source or single source
    suppliers, and our inability to obtain adequate amounts of
    components from these suppliers could harm our business.
    The
    high level of complexity and integration of our products
    increases the risk of latent defects, which could damage
    customer relationships and increase our costs.
    We
    face exposure to product liability claims, which if successful
    could harm our business.
   15




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Our
    success is dependent on our ability to protect our intellectual
    property, and our failure to protect our intellectual property
    could have a significant adverse impact on our
    business.
    We
    could become subject to litigation regarding intellectual
    property, which could divert management attention, be costly to
    defend and prevent us from using or selling the challenged
    technology.
    Environmental
    laws and regulations subject us to a number of risks and could
    result in significant liabilities and costs.
    Our
    investment in auction rate securities exposes us to risks that
    may affect the liquidity of these investments and result in
    losses.
   16




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We are
    a defendant in a lawsuit with a distributor in Belgium, and an
    adverse result in this matter could require us to pay
    significant damages.
    Risks
    Related to Our Stock
  Our
    stock has been, and likely will continue to be, subject to
    substantial price and volume fluctuations due to a number of
    factors, many of which will be beyond our control.
    
    quarterly variations in our operating results;
    changes in our revenue growth rates as a whole or for specific
    geographic areas or products;
    changes in earning estimates by market analysts;
    the announcements of new products or product enhancements by us
    or our competitors;
    speculation in the press or analyst community; and
    general market conditions or market conditions specific to
    particular industries.    Sales
    of substantial amounts of our common stock by our major
    stockholders and others could adversely affect the market price
    of our common stock.
   17




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Our
    principal stockholders could prevent or delay a change in
    control.
    Provisions
    in our charter documents and Nevada law could prevent or delay a
    change in the control of our company and may reduce the market
    price of our common stock.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   18




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    2008


2007High


Low


High


LowFirst fiscal quarter

$
7.90


$
5.98


$
9.31


$
8.20Second fiscal quarter

$
7.46


$
5.00


$
10.20


$
8.63Third fiscal quarter

$
7.86


$
5.47


$
10.74


$
9.03Fourth fiscal quarter

$
7.95


$
4.81


$
10.14


$
6.44   Dividend
    Policy
    Stock
    Repurchase Program
    Repurchases of Common StockTotal Number of


Maximum NumberTotal





Shares Purchased


of Shares that MayNumber


Average


as Part of Publicly


Yet Be Purchasedof Shares


Price Paid


Announced


under the PlansPurchased


per Share(1)


Plans or Programs


Or ProgramsJuly 1, 2008  July 31, 2008


916,081


$
7.32



916,081



258,417August 1, 2008  August 31, 2008














September 1, 2008  September 30, 2008














916,081


$
7.32



916,081



258,417     (1)
    
    Average price paid per share includes brokerage commission    Item 6.
    Selected
    Financial Data   19




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Conditions
    and Trends in Our Industry
    Summary
    of Our Financial Performance in Fiscal 2008 compared to Fiscal
    2007
          
    $2.3 million in research and development salaries and
    benefits due to the closure of our Australian research and
    development office and to the capitalization of expenses related
    to one software development project;
    $0.5 million in accounting expenses;
    $0.6 million in non-cash stock option expenses; and
    $0.4 million in expenses associated with new product
    introductions.      
    a decrease of $1.3 million in interest income from the
    fiscal 2007 level; and
    a decrease of $1.4 million in other income.      Critical
    Accounting Policies and Estimates
   20




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Revenue
    Recognition
  97-2, Software Revenue Recognition
    
    We examine the customer agreement
    and/or
    purchase order to determine that persuasive evidence of an
    arrangement exists and there is no basis for considering that
    the transaction forms a single arrangement with one or more
    other transactions.
    We assess that the fee is fixed or determinable by verifying
    that it is not subject to an agreement to provide additional
    products or services at a later date or to renegotiation or
    contingencies including refund, right of return or third-party
    financing or transactions, and that the payment terms do not
    extend significantly beyond our customary range.
    We assess that collection is probable based on customer credit
    information and payment history.        Income
    Taxes
       21




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Accounting for Uncertainty in Income Taxes, an interpretation
    of FASB Statement No. 109,
    Allowance
    for Doubtful Accounts and Excess or Obsolete
    Inventory
    first-in,
  Goodwill
  Goodwill and Other
    Intangible Assets
 22




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Stock-Based
    Compensation
  Share-Based Payment
  Capitalized
    Software Development Costs
       23




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Results
    of Operations
    Percentage of Total RevenuesYear Ended September 30,2008


2007Revenues:Products


66.5
%


63.8
%Services


33.5



36.2Total revenues


100.0



100.0Cost of revenues:Products


11.9



13.5Services


6.6



7.9Amortization of purchased technology


0.1



0.1Total cost of revenues


18.6



21.5Gross profit(1)


81.4



78.5Operating expenses:Research and development


29.3



33.9Sales and marketing


43.1



42.5General and administrative


22.8



23.1Restructuring costs


5.8



Total operating expenses


101.0



99.5Operating loss


(19.6
)


(21.0
)Interest income


5.3



8.3Other income, net


1.0



4.5Loss before income taxes


(13.3
)


(8.2
)Provision for income taxes


2.6



3.0Net loss


(15.9
)%


(11.2
)%Gross profit margin on products


82.1
%


78.8
%Gross profit margin on services


80.3
%


78.2
%     (1)
    
    Gross profit margin on products and services excludes
    amortization of purchased technology.  Fiscal
    Years Ended September 30, 2008 and 2007
  Revenues
   24




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
    revenues in the Americas decreased by 28% to $8.8 million;
    revenues in Europe, the Middle East and Africa decreased by 15%
    to $10.3 million;
    revenues in Japan increased by 34% to
    $12.1 million; and
    revenues in Asia Pacific outside Japan increased by 12% to
    $6.7 million.  Form 10-K.
  Cost
    of Revenues
        Research
    and Development
      Sales
    and Marketing
     25




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General
    and Administrative
      Restructuring
    Costs
    Interest
    Income
    Other
    Income
    Income
    Taxes
    Impact
    of Inflation
    Liquidity
    and Capital Resources
     26




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Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risks    Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and Procedures.
  Rule 13a-15(e) 15d-15(e) Form 10-K.
  Managements Annual Report on Internal Control
    Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 27




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
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Internal Control-Integrated
    Framework
      Changes in internal controls over financial
    reporting.
   28




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Shareholders of Catapult
    Communications Corporation:
  Internal Control  Integrated Framework
        Internal Control 
    Integrated Framework
    STONEFIELD
    JOSEPHSON, INC.
    29




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Item 9B.  Other
    Information   PART III  Form 10-K
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  Code of
    Business Conduct and Code of Ethics for Officers
  Form 10-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   30




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
   
 Page(1)  Consolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


32Report of Independent Registered Public
    Accounting Firm


33Consolidated Balance Sheets at September 30,
    2008 and 2007


34Consolidated Statements of Operations for each of
    the two years in the period ended September 30, 2008


35Consolidated Statements of Stockholders
    Equity for each of the two years in the period ended
    September 30, 2008


36Consolidated Statements of Cash Flows for each of
    the two years in the period ended September 30, 2008


37Notes to Consolidated Financial Statements


38          Form 10-K.
   31




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Catapult
    Communications Corporation:
        Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109,
  Internal Control 
    Integrated Framework
      32




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Catapult
    Communications Corporation:
            33




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CATAPULT
    COMMUNICATIONS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  September 30,2008


2007(In thousands, except share and par value data)ASSETSCurrent Assets:Cash and cash equivalents

$
33,792


$
23,351Short-term investments


7,588



38,891Accounts receivable, net of allowances of $16 and $61 as of
    September 30, 2008 and 2007, respectively


6,487



7,015Inventories


2,313



2,485Deferred tax assets


98



96Prepaid expenses


2,333



1,767Total current assets


52,611



73,605Property and equipment, net


1,011



1,585Goodwill


49,394



49,394Other intangibles, net


70



143Long-term investments (Note 14)


4,950



Other assets (Note 13, 15)


5,992



2,243Total assets

$
114,028


$
126,970LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
1,984


$
617Accrued liabilities


4,040



4,956Deferred revenue


6,446



6,206Total current liabilities


12,470



11,779Deferred revenue, long-term


173



406Deferred taxes, long term


3,557



2,958Tax liabilities, long-term


1,338



Other liabilities, long-term


162



51Total liabilities


17,700



15,194Commitments and contingencies (Note 11)Stockholders Equity:Preferred stock, $0.001 par value, 5,000,000 shares
    authorized; none issued and outstanding






Common stock, $0.001 par value, 40,000,000 shares
    authorized; 11,778,887 and 13,427,073 issued and outstanding as
    of September 30, 2008 and 2007, respectively


12



13Additional paid-in capital


42,449



48,661Accumulated other comprehensive income


951



1,026Retained earnings


52,916



62,076Total stockholders equity


96,328



111,776Total liabilities and stockholders equity

$
114,028


$
126,970    34




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CATAPULT
    COMMUNICATIONS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended September 30,2008


2007(In thousands, except per share amounts)Revenues:Products

$
25,196


$
25,090Services


12,715



14,251Total revenues


37,911



39,341Cost of revenues:Products


4,500



5,311Services


2,508



3,101Amortization of purchased technology


49



49Total cost of revenues


7,057



8,461Gross profit


30,854



30,880Operating expenses:Research and development


11,092



13,349Sales and marketing


16,353



16,701General and administrative


8,654



9,102Restructuring costs (Note 3)


2,197



Total operating expenses


38,296



39,152Operating loss


(7,442
)


(8,272
)Interest income


1,991



3,268Other income, net (Note 4)


393



1,795Loss before income taxes


(5,058
)


(3,209
)Provision for income taxes


987



1,212Net loss

$
(6,045
)

$
(4,421
)Net loss per share  basic and diluted

$
(0.47
)

$
(0.32
)Shares used in per share calculation:Basic and diluted


12,837



13,849    35




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CATAPULT
    COMMUNICATIONS CORPORATION
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  AccumulatedOther





TotalCommon Stock


Additional Paid-in


Comprehensive


Retained


Stockholders


ComprehensiveShares


Amount


Capital


Income


Earnings


Equity


Income (Loss)(In thousands, except share data)Balances at October 1, 2006


14,438,206


$
14


$
50,450


$
687


$
70,581


$
121,732Issuance of common stock from exercise of stock options


23,731







132











132Repurchase and cancellation of common stock


(1,034,864
)


(1
)


(5,188
)






(4,084
)


(9,273
)Stock-based compensation










3,267











3,267Currency translation adjustment














333







333


$
333Unrealized gains and (losses) on investments, net














6







6



6Net loss


















(4,421
)


(4,421
)


(4,421
)Balances at September 30, 2007


13,427,073



13



48,661



1,026



62,076



111,776


$
(4,082
)Cumulative effect of adopting FIN 48


















(17
)


(17
)Issuance of common stock from exercise of stock options


41,976







243











243Repurchase and cancellation of common stock


(1,690,162
)


(1
)


(9,144
)






(3,098
)


(12,243
)Stock-based compensation










2,689











2,689Currency translation adjustment














(41
)






(41
)

$
(41
)Unrealized gains and (losses) on investments, net














(34
)






(34
)


(34
)Net loss


















(6,045
)


(6,045
)


(6,045
)Balances at September 30, 2008


11,778,887


$
12


$
42,449


$
951


$
52,916


$
96,328


$
(6,120
)    36




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended September 30,2008


2007(In thousands)Cash flows from operating activities:Net loss

$
(6,045
)

$
(4,421
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation and amortization of property and equipment


853



902Amortization of purchased technology


49



49Amortization of other acquisition related intangibles


24



24Gain on disposal of fixed assets


(41
)


(25
)Provision for (recovery of) doubtful accounts


(45
)


46Deferred income taxes


361



340Stock-based compensation expense


2,689



3,267Change in assets and liabilities:Accounts receivable


523



2,613Inventories


175



1,000Prepaid expenses


(589
)


(164
)Other assets


2



(1,800
)Accounts payable


1,368



(280
)Accrued liabilities


585



1,179Deferred revenue


(6
)


(1,347
)Net cash provided by (used in) operating activities


(97
)


1,383Cash flows from investing activities:Sale and maturities of investments


58,154



79,297Purchase of investments


(31,791
)


(70,509
)Capitalized software development costs


(3,528
)


Purchase of property and equipment


(286
)


(550
)Proceeds from sale of property & equipment


41



66Net cash provided by investing activities


22,590



8,304Cash flows from financing activities:Repurchase of common stock


(12,243
)


(9,273
)Proceeds from exercise of stock options


243



132Net cash used in financing activities


(12,000
)


(9,141
)Effect of exchange rate changes on cash and cash equivalents


(52
)


343Net increase in cash and cash equivalents


10,441



889Cash and cash equivalents, beginning of year


23,351



22,462Cash and cash equivalents, end of year

$
33,792


$
23,351Supplemental disclosure of cash flow information:Unrealized gain (loss) on investments

$
(34
)

$
6Cash paid for income taxes

$
887


$
497Non-cash investing and financing activities:Purchase of property and equipment on account

$



$
17    37




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##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    The
    Company and Summary of Significant Accounting Policies  The
    Company
    Basis
    of Consolidation
    Use of
    Estimates
    Cash
    and Cash Equivalents
    Short-Term
    Investments
  Accounting for
    Certain Investments in Debt and Equity Securities.
     38




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##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Term
    Investments
        Revenue
    Recognition
      
    We examine the customer agreement
    and/or
    purchase order to determine that persuasive evidence of an
    arrangement exists and there is no basis for considering that
    the transaction forms a single arrangement with one or more
    other transactions.
    We assess that the fee is fixed or determinable by verifying
    that it is not subject to an agreement to provide additional
    products or services at a later date or to renegotiation or
    contingencies including refund, right of return or third-party
    financing of transactions, and that the payment terms do not
    extend significantly beyond our customary range.
    We assess that collection is probable based on customer credit
    information and payment history.  97-2, Software Revenue Recognition
   39




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency Translation
    Derivative
    Financial Instruments
      Fair
    Value of Financial Instruments
    Concentration
    of Credit Risk and Major Customers
   40




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Percentage ofRevenuesPercentage of

for the FiscalAccounts Receivable

Year Endedas of September 30,

September 30,2008

2007

2008

2007Customer A










12
%


Customer B






22
%


11
%


12
%Customer C














11
%Customer D


21
%


33
%


16
%


14
%Customer E


11
%










Customer F


10
%










     Inventories
  first-in,
  Capitalized
    Software Development Costs
  Accounting for the Costs of Computer
    Software to Be Sold, Leased, or Otherwise Marketed
      Property
    and Equipment
   41




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Research
    and Development
    Repairs
    and Maintenance
    Warranty
    Income
    Taxes
    Goodwill
  Goodwill and Other Intangible Assets,
  
    Step 1:  We compare the fair value of our
    single reporting unit to the carrying value, including goodwill
    of the unit. If the carrying value of the reporting unit,
    including goodwill, exceeds the units fair value, we move
    on to step 2. If the fair value of the reporting unit exceeds
    the carrying value, no further work is performed and no
    impairment charge is necessary.
    Step 2:  We perform an allocation of the market
    value of the reporting unit to its identifiable tangible and
    non-goodwill intangible assets and liabilities. This derives an
    implied fair value for the reporting units goodwill. We
    then compare the implied fair value of the reporting units
    goodwill with the carrying amount of the reporting units
    goodwill. If the carrying amount of the reporting units
    goodwill is greater than the implied fair value of its goodwill,
    an impairment charge is recognized for the excess.    Other
    Intangible Assets
   42




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived Assets
      Other
    Assets
  03-1, The
    Meaning of Other-Than-Temporary Impairment and Its Application
    to Certain Investments.
  Advertising
    Costs
    Stock-Based
    Compensation
  Share-Based Payment. paid-in-capital
  Earnings
    per Share
  Earnings per
    Share
 43




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended September 30,2008


2007(In thousands, except per share amounts)Net loss, as reported for basic and diluted earnings per share

$
(6,045
)

$
(4,421
)Weighted average shares outstanding


12,837



13,849Dilutive options






Weighted average shares assuming dilution


12,837



13,849Net loss per share:Basic and diluted

$
(0.47
)

$
(0.32
)     Year Ended September 30,2008

2007(In thousands)Common stock options


2,377



2,461   Comprehensive
    Loss
    Year EndedSeptember 30,2008


2007(In thousands)Net loss, as reported

$
(6,045
)

$
(4,421
)Currency translation adjustment


(41
)


333Unrealized gains and (losses) on investments, net


(34
)


6Comprehensive loss

$
(6,120
)

$
(4,082
)   Recently
    Issued Accounting Standards
  Fair Value Measurements. 157-1 (FSP 157-1), Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements Purposes of Lease
    Classification or Measurement under Statement 13 FSP 157-2, Effective Date of FASB Statement No. 157 FSP 157-1 FSP 157-2
 44




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##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP 157-2
  The Fair Value Option for
    Financial Assets and Financial Liabilities-Including an
    amendment of FASB Statement No. 115 instrument-by-instrument
  Business
    Combinations
  Noncontrolling Interests in
    Consolidated Financial Statements  an amendment of
    ARB No. 51
  ), Disclosures about Derivative
    Instruments and Hedging Activities-an amendment of
    SFAS No. 133
  The Hierarchy of Generally
    Accepted Accounting Principles
  No. 142-3 (FSP 142-3), Determination of the Useful Life of Intangible Assets FSP 142-3 Goodwill and
    Other Intangible Assets FSP 142-3 FSP 142-3
 45




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 2 
    Goodwill
    and Intangible Assets        As of September 30, 2008


As of September 30, 2007Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


Amount(In thousands)Purchased technology

$
4,800


$
(4,755
)

$
45


$
4,800


$
(4,706
)

$
94Trade names


1,000



(991
)


9



1,000



(980
)


20Customer relationships


1,000



(991
)


9



1,000



(980
)


20Non-compete agreement


400



(393
)


7



400



(391
)


9System backlog


400



(400
)






400



(400
)


Total

$
7,600


$
(7,530
)

$
70


$
7,600


$
(7,457
)

$
143     EstimatedAmortizationFiscal Year

Expense(In thousands)2009

$
672010


3Total

$
70   Note 3 
    Restructuring
    Costs    Note 4 
    Other
    Income, Net   46




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    Balance
    Sheet Components    FAS 115-1 FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its
    Application to Certain Investments
  2008


2007Less than 12 Months


Less than 12 MonthsSecurity Description

Fair Value


Unrealized Loss


Fair Value


Unrealized Loss(In thousands)Corporate debt securities

$
9,658


$
(45
)

$
6,073


$
(1
)U.S. government and agencies securities


1,477



(3
)






$
11,135


$
(48
)

$
6,073


$
(1
)   A-1
  47




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  September 30,2008


2007(In thousands)Cash and cash equivalents:Cash

$
6,953


$
8,287Corporate debt and money market securities


26,839



15,064$
33,792


$
23,351Short-term investments:Corporate debt securities

$
4,122


$
12,526U.S. government and agencies securities


3,466



5,295State and municipal securities






19,570Foreign securities






1,500$
7,588


$
38,891Inventories:Raw materials

$
1,548


$
2,235Work-in-process


243



23Finished goods


522



227$
2,313


$
2,485Property and equipment, net:Equipment

$
8,131


$
8,511Leasehold improvements


2,033



2,08610,164



10,597Less accumulated depreciation and amortization


(9,153
)


(9,012
)$
1,011


$
1,585Allowance for doubtful accounts:Balances at beginning of year

$
61


$
15Provision for doubtful accounts






46Recovery of doubtful accounts


(45
)


Balances at end of year

$
16


$
61Accrued liabilities:Payroll and related expenses

$
2,196


$
2,410Restructuring liabilities


496



Income taxes payable






1,341Other taxes payable


481



218Professional services fees payable


507



595Other


360



392$
4,040


$
4,956  48




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Related
    Party Transaction    Note 7 
    Income
    Taxes  non-U.S. income
    Year Ended September 30,2008


2007(In thousands)Current:United States federal

$



$
Foreign


444



819State and local


(2
)


1Total current

$
442


$
820Deferred:United States federal

$
519


$
519Foreign


(63
)


(170
)State and local


89



43Total deferred


545



392Total income tax provision

$
987


$
1,212     Year Ended September 30,2008


2007Tax at federal rate


(34
)%


(34
)%State taxes, net of federal benefit


2



1Foreign tax differential


8



20Research credit


(5
)


(10
)Tax exempt interest






(2
)Non-deductible stock-based compensation


2



4Other


(2
)


2Valuation allowance


49



57Total


20
%


38
%    49




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      September 30,2008


2007(In thousands)Deferred tax assets:Accrued expenses and reserves

$
3,439


$
2,597Net operating loss carryforwards


816



2,282Depreciation and amortization


1,727



1,844Foreign deferred tax assets(1)


485



266Research and other credits


3,191



3,099Net Foreign taxes


1,038



722Current and deferred state taxes and other


4



4Total deferred tax assets


10,700



10,814Valuation allowance


(10,215
)


(10,548
)Net deferred tax assets(1)


485



266Deferred tax liabilities:Tax deductible goodwill


(3,557
)


(2,949
)Foreign deferred tax liabilities






(9
)Total deferred tax liabilities


(3,557
)


(2,958
)Net deferred tax liabilities

$
(3,072
)

$
(2,692
)Recognized as:Deferred tax asset, current

$
98


$
96Deferred tax liabilities, non-current, net


(3,170
)


(2,788
)Total net deferred tax liabilities

$
(3,072
)

$
(2,692
)     (1)
    
    Remaining deferred tax assets as of September 30, 2008 and
    2007 relate to foreign deferred tax assets.  Accounting for Uncertainty in
    Income Taxes, an interpretation of FASB Statement
    No. 109
   50




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance at October 1, 2007

$
3,909Increases for tax positions of prior years


670Increases for tax positions taken during the current year


43Settlements


(12
)Decreases for expiration of applicable statutes


(610
)Balance at September 30, 2008

$
4,000     non-U.S. subsidiaries
     51




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8 
    Stockholders
    Equity  Stock
    Option Plans
    Repurchase
    of Common Stock
    Note 9 
    Stock-based
    Compensation    Year Ended September 30,2008


2007(In thousands)Stock-Based Compensation Expense:Cost of sales  products

$
185


$
172Cost of sales  services


135



265Research and development expense


500



799Selling and marketing expense


659



694General and administrative expense


1,210



1,337Total stock-based compensation expense


2,689



3,267Tax effect on stock-based compensation expenses


(19
)


(19
)Net effect on net income

$
2,670


$
3,248  52




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Costs of
    Computer Software to Be Sold, Leased, or Otherwise Marketed
  Balance at October 1, 2007

$
Stock-based compensation expense capitalized during the period


46Amortization of capitalized stock-based compensation


Balance at September 30, 2008

$
46   General
    Option Information
    WeightedWeighted


AverageNumber of


Average


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicOutstanding


Price


Term


Value(Years)


(In thousands)Balance at October 1, 2006


2,334,867


$
15.14Options granted


730,611


$
9.65Options exercised


(23,731
)

$
5.57Options canceled, forfeited or expired


(207,987
)

$
16.78Balance at September 30, 2007


2,833,760


$
13.68Options granted


655,016


$
7.53Options exercised


(41,976
)

$
5.80Options canceled, forfeited or expired


(711,275
)

$
14.22Balance at September 30, 2008


2,735,525


$
12.19



6.71


$
Vested or expected to vest, September 30, 2008


2,604,293


$
12.38



6.59


$
Exercisable, September 30, 2008


1,572,208


$
14.53



5.08


$
     Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRemaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseRange of Exercise Price

Shares


Life


Price


Shares


Price$ 5.80 - $ 7.43


229,807



6.4


$
6.33



152,256


$
5.89$ 7.44 - $ 7.59


558,105



9.6


$
7.59






$
$ 7.60 - $ 9.88


568,066



8.5


$
9.62



209,764


$
9.59$ 9.89 - $12.55


496,724



6.0


$
12.12



370,762


$
12.03$12.56 - $18.16


457,043



4.2


$
15.85



413,646


$
15.84$18.17 - $25.10


425,780



4.3


$
20.96



425,780


$
20.962,735,525











1,572,208  53




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended September 30, 2008Exercise price equal to market value

$
4.02Year Ended September 30, 2007Exercise price equal to market value

$
5.60     Valuation
    Assumptions
    Employee StockOption PlansYear Ended September 30,2008


2007Dividend yield


0.0
%


0.0
%Expected life of option


5.2 years



5.2 yearsRisk-free interest rate


3.17
%


4.5
%Expected volatility


59.2
%


63.5
%   Expected life of option:
  Expected Volatility:
  Expected Dividend:
  Risk-Free Interest Rate:
  Note 10 
    401(k) Plan
    Note 11 
    Commitments
    and Contingencies  Operating
    Leases
   54




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ending September 30,

Future Payments(In thousands)2009

$
1,4602010


8422011


5632012


4982013


2922014 and thereafter


32Total


3,687Less: minimum non-cancelable sublease rental payments


(156
)Net

$
3,531   Unconditional
    purchase obligations
    Contingencies
    Accounting for Contingencies,
 55




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12 
    Geographic
    Information  Disclosures About Segments of an
    Enterprise and Related Information
      Europe,Middle East








ConsolidatedAmericas


& Africa


Japan


Asia-Pacific


Total(In thousands)Year ended September 30, 2008Revenues from unaffiliated customers

$
8,786


$
10,335


$
12,098


$
6,692


$
37,911Year ended September 30, 2007Revenues from unaffiliated customers

$
12,201


$
12,110


$
9,038


$
5,992


$
39,341As of September 30, 2008Goodwill

$
22,896


$
26,498


$



$



$
49,394Long-lived assets

$
601


$
97


$
178


$
135


$
1,011As of September 30, 2007Goodwill

$
22,896


$
26,498


$



$



$
49,394Long-lived assets

$
937


$
323


$
223


$
102


$
1,585       Note 13 
    Legal
    Settlement   56




---



##### Table of Contents



CATAPULT
    COMMUNICATIONS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 14 
    Long-Term
    Investments        Note 15 
    Capitalized
    Software Development Costs   57




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Richard
    A. Karp   Chief Executive Officer & Chairman of the Board
    POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  Richard
    A. Karp (Richard A. Karp)

Chief Executive Officer,
    Chairman of the Board
    (Principal Executive Officer)

December 3, 2008/s/  Christopher
    A. Stephenson(Christopher A. Stephenson)

Chief Financial Officer
    (Principal Financial and
    Principal Accounting
    Officer)

December 3, 2008/s/  R.
    Stephen Heinrichs (R. Stephen Heinrichs)

Director

December 2, 2008/s/  John
    M. Scandalios(John M. Scandalios)

Director

December 2, 2008/s/  Nancy
    H. Karp(Nancy H. Karp)

Director

December 2, 2008/s/  Peter
    S. Cross(Peter S. Cross)

Director

December 2, 2008  58




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Regulation S-K):
  ExhibitNumber

Description3
.1

Articles of Incorporation of Registrant  incorporated
    by reference to Exhibit 3.1 to Registration Statement
    No. 333-566273
.2

Bylaws of the Registrant as amended on February 5, 2008
    incorporated by reference to Exhibit 3.1 to
    Registrants Quarterly Report on
    Form 10-Q
    dated February 11, 2008.10
.1

Form of Indemnification Agreement entered into by Registrant
    with each of its directors and executive officers 
    incorporated by reference to Exhibit 10.1 to Registration
    Statement
    No. 333-56627.10
.2*

1998 Stock Plan, as amended February 5, 2008 
    incorporated by reference to Exhibit 10.1 to
    Registrants Quarterly Report on
    Form 10-Q
    dated May 8, 2008.10
.2.1*

Form of Stock Option Agreement, 1998 Stock Plan 
    incorporated by reference to Exhibit 10.15 to
    Registrants Quarterly Report on
    Form 10-Q
    dated May 15, 2003.10
.3

Lease for office space located at 160 and 190 South Whisman
    Road, Mountain View, CA  incorporated by reference to
    Exhibit 10 to Registrants Quarterly Report on
    Form 10-Q
    dated May 3, 2004.10
.4

Lease for office space located at 800 Perimeter Park Drive,
    Morrisville, NC 27560  incorporated by reference to
    Exhibit 10.9 to Registrants Annual Report on
    Form 10-K
    dated December 20, 2002.10
.4.1

First Amendment to Lease, effective October 31, 2007, by
    and between Registrant and Raleigh Flex Owner I LLC relating to
    office space located at 800 Perimeter Park Drive, Morrisville,
    NC 27560  incorporated by reference to
    Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    dated February 11, 2008.10
.5

Form of Software Support Agreement  incorporated by
    reference to Exhibit 10.9 to Registration Statement
    No. 333-56627.10
.6*

Amended Executive Officer Fiscal Year 2008 Variable Compensation
    Plan  incorporated by reference to Exhibit 10.1
    to Registrants Current Report on
    Form 8-K
    dated April 24, 2008.10
.7*

Change of Control Severance Agreement between the Company and
    Richard A. Karp, Chairman and Chief Executive Officer, dated
    June 13, 2008 (identical agreements were entered into on
    June 13, 2008 between the Company and its other executive
    officers, David Mayfield, Christopher Stephenson, Terry Eastham,
    Barbara J. Fairhurst, Kathy Omaye-Sosnow, Adam Fowler and Kalyan
    Sundhar)  incorporated by reference to
    Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    dated August 6, 2008.11
.1

Calculation of Earnings per Share (contained in Note 1 of
    the Notes to Financial Statements).14
.1

Code of Ethics for Principal Executive and Senior Financial
    Officers  incorporated by reference to
    Exhibit 14 to Registrants Annual Report on
    Form 10-K
    dated December 5, 2003.16
.1

Letter from Deloitte & Touche LLP to the Securities
    and Exchange Commission dated January 3, 2008 
    incorporated by reference to Exhibit 16.1 to
    Registrants Current Report on
    Form 8-K
    dated January 3, 2008.21
.1

Subsidiaries of the Registrant  incorporated by
    reference to Exhibit 21.1 to Registrants Annual
    Report on
    Form 10-K
    dated December 13, 2007.23
.1

Consent of Stonefield Josephson, Inc., Independent Registered
    Public Accounting Firm.23
.2

Consent of Deloitte & Touche LLP, Independent
    Registered Public Accounting Firm.24
.1

Power of Attorney (contained in the signature page of this
    Annual Report on
    Form 10-K).31
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certifications of Chief Executive Officer and Chief Financial
    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Represents a management contract or compensatory plan, contract
    or arrangement in which any director or any of the named
    executives participates.   59