UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TEKELEC |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
879101103 |
(CUSIP Number)
Katelia Capital Investments Ltd. Trident Chambers P.O. Box 146, Road Town Tortola, British Virgin Islands 1 - 284 - 494 - 2434 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 7, 2011 |
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
(Continued on the following pages)
The information required on 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.
CUSIP No. 879101103 | SCHEDULE 13D | Page 2 of 8 |
1 | NAMES OF REPORTING PERSONS
Katelia Capital Investments Ltd.
| |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS
Not applicable | |||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
| |||||||
NUMBER OF
SHARES |
7 |
SOLE VOTING POWER
0 | ||||||
| ||||||||
BENEFICIALLY
|
8 | SHARED VOTING POWER
6,133,922 | ||||||
| ||||||||
OWNED BY
EACH |
9 | SOLE DISPOSITIVE POWER
0 | ||||||
| ||||||||
REPORTING
PERSON WITH |
10 | SHARED DISPOSITIVE POWER
6,133,922 | ||||||
| ||||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,133,922 | |||||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.87% | ||||||
14 |
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 879101103 | SCHEDULE 13D | Page 3 of 8 |
1 | NAMES OF REPORTING PERSONS
The Katelia Trust
| |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS
Not applicable | |||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
| |||||||
NUMBER OF
SHARES |
7 |
SOLE VOTING POWER
0 | ||||||
| ||||||||
BENEFICIALLY
|
8 | SHARED VOTING POWER
6,133,922 | ||||||
| ||||||||
OWNED BY
EACH |
9 | SOLE DISPOSITIVE POWER
0 | ||||||
| ||||||||
REPORTING
PERSON WITH |
10 | SHARED DISPOSITIVE POWER
6,133,922 | ||||||
| ||||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,133,922 | |||||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.87% | ||||||
14 |
TYPE OF REPORTING PERSON
|
OO |
CUSIP No. 879101103 | SCHEDULE 13D | Page 4 of 8 |
1 | NAMES OF REPORTING PERSONS
Butterfield Trust (Switzerland) Limited
| |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS
Not applicable | |||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
| |||||||
NUMBER OF
SHARES |
7 |
SOLE VOTING POWER
0 | ||||||
| ||||||||
BENEFICIALLY
|
8 | SHARED VOTING POWER
6,133,922 | ||||||
| ||||||||
OWNED BY
EACH |
9 | SOLE DISPOSITIVE POWER
0 | ||||||
| ||||||||
REPORTING
PERSON WITH |
10 | SHARED DISPOSITIVE POWER
6,133,922 | ||||||
| ||||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,133,922 | |||||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.87% | ||||||
14 |
TYPE OF REPORTING PERSON
|
OO |
CUSIP No. 879101103 | SCHEDULE 13D | Page 5 of 8 |
1 | NAMES OF REPORTING PERSONS
Laurent Asscher
| |||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
| |||||||
3 | SEC USE ONLY
| |||||||
4 | SOURCE OF FUNDS
Not applicable | |||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
France
| |||||||
NUMBER OF
SHARES |
7 |
SOLE VOTING POWER
0 | ||||||
| ||||||||
BENEFICIALLY
|
8 | SHARED VOTING POWER
6,133,922 | ||||||
| ||||||||
OWNED BY
EACH |
9 | SOLE DISPOSITIVE POWER
0 | ||||||
| ||||||||
REPORTING
PERSON WITH |
10 | SHARED DISPOSITIVE POWER
6,133,922 | ||||||
| ||||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,133,922 | |||||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.87% | ||||||
14 |
TYPE OF REPORTING PERSON
|
IN |
CUSIP No. 879101103 | SCHEDULE 13D | Page 6 of 8 | ||
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment) amends the initial Statement on Schedule 13D filed on February 14, 2011 by Katelia Capital Investments Ltd., The Katelia Trust (the Trust), Butterfield Trust (Switzerland) Limited (the Trustee) and Laurent Asscher (L. Asscher) (the Initial Schedule 13D). Katelia Capital Investments Ltd., the Trust, the Trustee and L. Asscher are collectively referred to hereinafter as the Reporting Persons. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported in the Initial Schedule 13D.
Item 1. | Security and Issuer. |
Name of Issuer: | Tekelec | |||
Title of Class of Equity Securities: | Common Stock | |||
Address of Issuers Principal Executive Office: | 5200 Paramount Parkway Morrisville, North Carolina 27560 |
Item 2. | Identity and Background. |
The information set forth in Item 2 of the Initial Schedule 13D is incorporated herein by reference.
Item 3. | Source and Amount of Funds or Other Consideration. |
The information set forth in Item 3 of the Initial Schedule 13D is incorporated herein by reference.
Item 4. | Purpose of Transaction. |
The information set forth in Item 6 of this Amendment and Item 4 of the Initial Schedule 13D is incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
The following information with respect to the ownership of Tekelecs Common Stock by each of the Reporting Persons is provided as of September 16, 2011. The percentages used in this Amendment are calculated based upon the number of outstanding shares of Common Stock as reported in Tekelecs Quarterly Report on Form 10-Q filed for the 2011 fiscal second quarter.
CUSIP No. 879101103 | SCHEDULE 13D | Page 7 of 8 | ||
(a) 1. Aggregate number of shares beneficially owned: See Row 11 of cover page for each Reporting Person.
2. Percentage: See Row 13 of cover page for each Reporting Person.
(b) 1. Sole power to vote or to direct vote: See Row 7 of cover page for each Reporting Person.
2. Shared power to vote or to direct vote: See Row 8 of cover page for each Reporting Person.
3. Sole power to dispose or to direct the disposition: See Row 9 of cover page for each Reporting Person.
4. Shared power to dispose or to direct disposition: See Row 10 of cover page for each Reporting Person.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Effective April 7, 2011, Katelia Capital Investments Ltd. pledged 2,312,912 shares of Tekelec Common Stock to Merrill Lynch International Bank Limited (Merrill Lynch) as security for a credit facility provided by Merrill Lynch to Katelia Capital Investments Ltd. and an affiliate.
Item 7. | Material to Be Filed as Exhibits. |
Not applicable.
CUSIP No. 879101103 | SCHEDULE 13D | Page 8 of 8 | ||
SIGNATURES
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: September 22, 2011 | ||
KATELIA CAPITAL INVESTMENTS LTD. | ||
By: Pendragon Management, Sole Director | ||
By: | /s/ Jim Parker | |
Jim Parker, Authorised Signatory | ||
By: | /s/ Annick Ducraux | |
Annick Ducraux, Authorised Signatory | ||
THE KATELIA TRUST | ||
By: Butterfield Trust (Switzerland) Limited, as Trustees | ||
By: | /s/ Jim Parker | |
Jim Parker, Authorised Signatory | ||
By: | /s/ Annick Ducraux | |
Annick Ducraux, Authorised Signatory | ||
BUTTERFIELD TRUST (SWITZERLAND) LIMITED | ||
By: | /s/ Jim Parker | |
Jim Parker, Authorised Signatory | ||
By: | /s/ Annick Ducraux | |
Annick Ducraux, Authorised Signatory | ||
/s/ Laurent Asscher | ||
LAURENT ASSCHER |