sc13g

0000950123-10-023135.txt : 20100310 0000950123-10-023135.hdr.sgml : 20100310 20100310170355 ACCESSION NUMBER: 0000950123-10-023135 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 GROUP MEMBERS: BUTTERFIELD TRUST (SWITZERLAND) LIMITED GROUP MEMBERS: LAURENT ASSCHER GROUP MEMBERS: THE KATELIA 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-38000 FILM NUMBER: 10671272 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: Katelia Capital Investments Ltd. CENTRAL INDEX KEY: 0001486318 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TRIDENT CHAMBERS, P.O. BOX 146 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 011.41.58.450.70.00 MAIL ADDRESS: STREET 1: TRIDENT CHAMBERS, P.O. BOX 146 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G 1 v55442sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Tekelec

(Name of Issuer)

Common Stock

(Title of Class of Securities)

879101103

(CUSIP Number)

March 2, 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)

o Rule 13d-1(c)

þ Rule 13d-1(d)

(Page 1 of 11 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		11


1	NAME OF REPORTING PERSONS (I.R.S. Identification Nos. of above persons (entities only) Katelia Capital Investments Ltd.


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

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,133,922 shares, the voting power of which is shared with (i) The Katelia Trust, (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			6,133,922 shares, the dispositive power of which is shared with (i) The Katelia Trust, (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,133,922 shares

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

	o

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

	9.1%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		3		of		11


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

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,133,922 shares, the voting power of which is shared with (i) Katelia Capital Investments Ltd., (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			6,133,922 shares, the dispositive power of which is shared with (i) Katelia Capital Investments Ltd., (ii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust, and (iii) Laurent Asscher.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,133,922 shares

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

	o

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

	9.1%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		4		of		11


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

	Switzerland

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,133,922 shares, the voting power of which is shared with (i) Katelia Capital Investments Ltd., (ii) The Katelia Trust, and (iii) Laurent Asscher.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			6,133,922 shares, the dispositive power of which is shared with (i) Katelia Capital Investments Ltd., (ii) The Katelia Trust, and (iii) Laurent Asscher.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,133,922 shares

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

	o

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

	9.1%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		879101103	13G	Page		5		of		11


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


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

	France

		5	SOLE VOTING POWER

NUMBER OF			0 shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,133,922 shares, the voting power of which is shared with (i) Katelia Capital Investments Ltd., (ii) The Katelia Trust, and (iii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust.

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 shares

WITH		8	SHARED DISPOSITIVE POWER

			6,133,922 shares, the dispositive power of which is shared with (i) Katelia Capital Investments Ltd., (ii) The Katelia Trust, and (iii) Butterfield Trust (Switzerland) Limited, as Trustees of The Katelia Trust.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,133,922 shares

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

	o

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

	9.1%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		879101103	13G	Page		6		of		11


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 Katelia Capital Investments Ltd., by The Katelia Trust (the “Trust”), by Butterfield Trust (Switzerland) Limited (the “Trustee”) and by Laurent Asscher. The persons filing this Statement are sometimes together referred to as the “Reporting Persons.” Katelia Capital Investments Ltd. is the record owner of the shares. The Trust is the beneficial owner of the equity interest in Katelia Capital Investments Ltd. The Trustee is the trustee of the Trust. Mr. Asscher is an advisor to Katelia Capital Investments Ltd.

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

		The address of the principal business office of Katelia Capital Investments Ltd. is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands. The address of the principal business office of the Trust and of the Trustee is 16, boulevard des Tranchees, 1206 Geneva, Switzerland. The address of the principal business office of Mr. Asscher is c/o Airtek Capital Group, S.A, IT Tower, av Louise, 480, 1050 Brussels, Belgium.

ITEM 2(c)		Citizenship:

		Katelia Capital Investments Ltd. is a company organized under the laws of the British Virgin Islands. The Trust is a trust organized under the laws of the British Virgin Islands. The Trustee is a company organized under the laws of Switzerland. Mr. Asscher is a French citizen.

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);


CUSIP No.		879101103	13G	Page		7		of		11


(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).

(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:	6,133,922 shares


(b)	Percent of class:	9.1%


(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	6,133,922 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	6,133,922 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: o

		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 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		8		of		11

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: March 2, 2010 KATELIA CAPITAL INVESTMENTS LTD.
By:	Pendragon Management, a Director

By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

THE KATELIA TRUST
By:	Butterfield Trust (Switzerland) Limited, as Trustees


By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

BUTTERFIELD TRUST (SWITZERLAND) LIMITED
By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory


	Signature:	/s/ Laurent Asscher
		Laurent Asscher

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		9		of		11

EXHIBIT INDEX


Exhibit Number	Exhibit	Page
1	Agreement to File Joint Statements on Schedule 13G	Page 10 of 11 pages

EX-99.1 2 v55442exv99w1.htm EX-99.1 exv99w1


CUSIP No.		879101103	13G	Page		10		of		11

EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G

THIS AGREEMENT is entered into as of the 2nd day of March, 2010 by and between Katelia Capital Investments Ltd., a company organized under the laws of the British Virgin Islands, The Katelia Trust, a trust organized under the laws of the British Virgin Islands (the “Trust”), Butterfield Trust (Switzerland) Limited, a company organized under the laws of Switzerland (the “Trustee”) and Laurent Asscher, a French citizen (“Asscher”).

WITNESSETH

WHEREAS, Katelia Capital Investments Ltd., the Trust, the Trustee and Asscher may each deemed to hold 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 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; and

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.

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

Katelia Capital Investments Ltd., the Trust, the Trustee and Asscher each hereby agree, in accordance with Rule 13d-1(k) under the Act, to file jointly this statement on Schedule 13G and any amendments thereto (the “Statements”) which may now or hereafter be required to be filed by them 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.

Katelia Capital Investments Ltd., the Trust, the Trustee and Asscher each hereby agree that such Statements 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		11		of		11

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.


KATELIA CAPITAL INVESTMENTS LTD.
By:	Pendragon Management, a Director


By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

THE KATELIA TRUST
By:	Butterfield Trust (Switzerland) Limited, as Trustees


By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory

BUTTERFIELD TRUST (SWITZERLAND) LIMITED
By:	/s/ Philippe Lenz
	Print Name:	Philippe Lenz
	Title:	Authorized Signatory


By:	/s/ James Parker
	Print Name:	James Parker
	Title:	Authorized Signatory



	Signature:	/s/ Laurent Asscher
		Laurent Asscher