sc13gza

0000950123-11-011321.txt : 20110210 0000950123-11-011321.hdr.sgml : 20110210 20110209215030 ACCESSION NUMBER: 0000950123-11-011321 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110209 GROUP MEMBERS: RHONE TRUSTEES (BAHAMAS) LTD. GROUP MEMBERS: THE TANGO TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEKELEC CENTRAL INDEX KEY: 0000790705 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 952746131 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38000 FILM NUMBER: 11589092 BUSINESS ADDRESS: STREET 1: 5200 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-460-5500 MAIL ADDRESS: STREET 1: 5200 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dansington Corp. CENTRAL INDEX KEY: 0001486310 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET, P.O. BOX N-4837 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: 011.41.58.450.70.00 MAIL ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET, P.O. BOX N-4837 CITY: NASSAU STATE: C5 ZIP: 00000 SC 13G/A 1 v58593sc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Tekelec

(Name of Issuer)

Common Stock

(Title of Class of Securities)

879101103

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

(Page 1 of 10 Pages)


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		879101103	13G	Page		2		of		10


1	NAME OF REPORTING PERSONS (I.R.S. Identification Nos. of above persons (entities only) Dansington Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,980,842 shares, the voting power of which is shared with The Tango Trust and Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			2,980,842 shares, the dispositive power of which is shared with The Tango Trust and Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,980,842 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.3%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		3		of		10


1	NAME OF REPORTING PERSONS (I.R.S. Identification Nos. of above persons (entities only) The Tango Trust


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,980,842 shares, the voting power of which is shared with Dansington Corp. and Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			2,980,842 shares, the dispositive power of which is shared with Dansington Corp. and Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,980,842 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.3%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		4		of		10


1	NAME OF REPORTING PERSONS (I.R.S. Identification Nos. of above persons (entities only) Rhone Trustees (Bahamas) Ltd. (formerly Pictet Overseas Trust Corporation Limited)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Bahamas

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,980,842 shares, the voting power of which is shared with Dansington Corp. and The Tango Trust.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			2,980,842 shares, the dispositive power of which is shared with Dansington Corp. and The Tango Trust.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,980,842 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.3%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		5		of		10


ITEM 1(a)		Name of Issuer:

		Tekelec

ITEM 1(b)		Address of Issuer’s Principal Executive Offices:

		5200 Paramount Parkway, Morrisville, NC 27560

ITEM 2(a)		Name of Person Filing:

		This Statement is being filed by Dansington Corp., by The Tango Trust (the “Trust”) and by Rhone Trustees (Bahamas) Ltd. (the “Trustee”), as Trustees of the Trust. The persons filing this Statement are sometimes together referred to as the “Reporting Persons.” Dansington Corp. is the record owner of the shares. The Trust is the principal beneficial owner of the equity interest in Dansington Corp. The Trustee is the trustee of the Trust.

ITEM 2(b)		Address of Principal Business Office or, if none, Residence:

		The address of the principal business office of Dansington Corp., the Trust and the Trustee is Bayside Executive Park, Building No. 1 West Bay Street, P.O. Box N-4837, Nassau, Bahamas.

ITEM 2(c)		Citizenship:

		Dansington Corp. is a company organized under the laws of the Bahamas. The Trust is a trust organized under the laws of the Bahamas. The Trustee is a company organized under the laws of the Bahamas.

ITEM 2(d)		Title of Class of Securities:

		Common Stock

ITEM 2(e)		CUSIP Number:

		879101103

ITEM 3.		IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:


(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	o	Bank as defined in section 3(a)(6) of the of the Act (15 U.S.C. 78c).

(c)	o	Insurance company as defined in section 3(a)(19) of the of the Act (15 U.S.C. 78c).

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).


CUSIP No.		879101103	13G	Page		6		of		10


(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable


ITEM 4.		OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)	Amount beneficially owned:	2,980,842 shares

(b)	Percent of class:	4.3%

(c)	Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote	0 shares

	(ii) Shared power to vote or to direct the vote	2,980,842 shares

	(iii) Sole power to dispose or to direct the disposition of	0 shares

	(iv) Shared power to dispose or to direct the disposition of	2,980,842 shares


ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: þ

		Instruction: Dissolution of a group requires a response to this item.

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

		To the best knowledge of each of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,980,842 shares of Tekelec Common Stock beneficially owned by the Reporting Persons.

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

		Not applicable

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

		Not applicable

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP

		Not applicable

ITEM 10.		CERTIFICATION

		Not applicable


CUSIP No.		879101103	13G	Page		7		of		10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Date: February 9, 2011 DANSINGTON CORP.
	By:	Nassnom Investments Corp., a Director



By:	/s/ Katrina Montgomery
	Print Name:	Katrina Montgomery
	Title:	Director


	By:	Nomnass Investments Corp., a Director



By:	/s/ Kirsten Sweeting
	Print Name:	Kirsten Sweeting
	Title:	Director


RHONE TRUSTEES (BAHAMAS) LTD., on behalf of itself and as Trustees of The Tango Trust
By:	/s/ Kimberly Strachan
	Print Name:	Kimberly Strachan
	Title:	Director

By:	/s/ Katrina Montgomery
	Print Name:	Katrina Montgomery
	Title:	Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


CUSIP No.		879101103	13G	Page		8		of		10

EXHIBIT INDEX


Exhibit Number	Exhibit	Page
1	Agreement to File Joint Statements on Schedule 13G	Page 9 of 10 pages

EX-99.1 2 v58593exv99w1.htm EX-99.1 exv99w1


CUSIP No.		879101103	13G	Page		9		of		10

EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G

THIS AGREEMENT is entered into as of the 9th day of February, 2011 by and among Dansington Corp., a company organized under the laws of the Bahamas, The Tango Trust, a trust organized under the laws of the Bahamas (the “Trust”), and Rhone Trustees (Bahamas) Ltd., a company organized under the laws of the Bahamas (the “Trustee”).

W I T N E S S E T H

WHEREAS, Dansington Corp., the Trust and the Trustee may each be deemed to have held beneficial ownership of more than five percent of the shares of the Common Stock of Tekelec, a California corporation (the “Common Stock”);

WHEREAS, the Common Stock has been registered by Tekelec under Section 12(g) of the Securities Exchange Act of 1934 (the “Act”);

WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds or held more than five percent of such a class of registered equity securities is, under certain circumstances, permitted and/or required to file with the Securities and Exchange Commission a statement on Schedule 13G;

WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted to file a statement on Schedule 13G with respect to the same securities, only one such statement need be filed, provided such persons agree in writing that such statement is filed on behalf of each of them; and

WHEREAS, pursuant to Rule 13d-1 under the Act, Dansington Corp., the Trust and Trustee jointly filed a Schedule 13G with the Securities and Exchange Commission on March 10, 2010.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereby agree as follows:

Dansington Corp., the Trust and the Trustee each hereby agree, in accordance with Rule 13d-1(k) under the Act, to file jointly this Amendment No. 1 to Schedule 13G (the “Amendment”) with respect to the Common Stock beneficially owned or deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder.

Dansington Corp., the Trust and the Trustee each hereby agree that the Amendment shall be filed jointly on behalf of each of them, and that a copy of this Agreement shall be filed as an exhibit thereto in accordance with Rule 13d-1(k)(iii) under the Act.

This Agreement may be executed in counterparts which together shall constitute one agreement.


CUSIP No.		879101103	13G	Page		10		of		10

IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be signed on their behalf by their duly authorized representatives as of the date first above written.


	DANSINGTON CORP.
	By:	Nassnom Investments Corp., a Director



By:	/s/ Katrina Montgomery
	Print Name:	Katrina Montgomery
	Title:	Director


	By:	Nomnass Investments Corp., a Director



By:	/s/ Kirsten Sweeting
	Print Name:	Kirsten Sweeting
	Title:	Director


RHONE TRUSTEES (BAHAMAS) LTD., on behalf of itself and as Trustees of The Tango Trust
By:	/s/ Kimberly Strachan
	Print Name:	Kimberly Strachan
	Title:	Director

By:	/s/ Katrina Montgomery
	Print Name:	Katrina Montgomery
	Title:	Director