-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nd9/Zbflqz/KBK4HL4Rh8QBaJwWneNYbzXx13+SdeyTL4BX0jAUc1nPoIFR0uvw3 Zj+2g4imK5Z/dp0PqY2oEA== 0000950129-06-001281.txt : 20060210 0000950129-06-001281.hdr.sgml : 20060210 20060210145057 ACCESSION NUMBER: 0000950129-06-001281 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: NATINCO, S.A. GROUP MEMBERS: STIRLING TRUSTEES LIMITED, AS TRUSTEE OF THE NATINEC 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: 06597852 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: NATINCO S A CENTRAL INDEX KEY: 0001214764 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 011 352 45 123 1 MAIL ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 LUXEMBOURG STATE: N4 ZIP: 00000 SC 13G/A 1 v17209sc13gza.txt NATINCO, S.A. FOR TEKELEC --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response...... 11 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Tekelec (Name of Issuer) Common Stock (Title of Class of Securities) 879101103 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *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 disclosures 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 provision of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 8 Pages CUSIP No. 879101103 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Natinco, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares ----------------------------------------------------------------- NUMBER 6 SHARED VOTING POWER 8,801,301 shares, the voting power of OF which is shared with Stirling Trustees Limited, as trustee SHARES of the Natinec Trust under The Natinec Settlement Trust Deed BENEFICIALLY dated January 9, 2003. The Natinec Trust owns substantially OWNED all of the equity interest in Natinco, S.A. BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 0 shares REPORTING ----------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER 8,801,301 shares, the dispositive WITH power of which is shared with Stirling Trustees Limited, as trustee of the Natinec Trust. The Natinec Trust owns substantially all of the equity interest in Natinco, S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,801,301 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.2 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 8 Pages CUSIP No. 879101103 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stirling Trustees Limited, as trustee of the Natinec Trust (the "Natinec Trust") under The Natinec Settlement Trust Deed dated January 9, 2003 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares ----------------------------------------------------------------- NUMBER 6 SHARED VOTING POWER 8,801,301 shares, the voting power of OF which is shared with Natinco, S.A., the record holder of SHARES these shares. The Natinec Trust owns substantially all of BENEFICIALLY the equity interest Natinco, S.A. OWNED ----------------------------------------------------------------- BY 7 SOLE DISPOSITIVE POWER 0 shares EACH ----------------------------------------------------------------- REPORTING 8 SHARED DISPOSITIVE POWER 8,801,301 shares, the dispositive PERSON power of which is shared with Natinco, S.A., the record WITH holder of these shares. The Natinec Trust owns substantially all of the equity interest in Natinco, S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,801,301 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.2 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 8 Pages CUSIP No. 879101103 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 Natinco, S.A. and Stirling Trustees Limited, as trustee of the Natinec Trust (the "Natinec Trust") under The Natinec Settlement Trust Deed dated January 9, 2003, who are sometimes together referred to as the "Reporting Persons." Natinco, S.A. is the record owner of the shares. The Natinec Trust is the principal beneficial owner of the equity interest in Natinco, S.A. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of Natinco, S.A. is 5, boulevard de la Fiore, L-1528 Luxembourg, Grand Duchy of Luxembourg. The address of the principal business office of Stirling Trustees Limited is P.O. Box 801, 28-30 The Parade, St. Helier, Jersey JE4 0SZ, Channel Islands. ITEM 2(C) CITIZENSHIP: Natinco, S.A. is a company organized under the laws of Luxembourg. Stirling Trustees Limited is a company organized under the laws of Jersey, Channel Islands. The Natinec Trust is a trust organized under the laws of Jersey, Channel Islands. 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 SECTIONS 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). Page 4 of 8 Pages CUSIP No. 879101103 (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] 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) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). 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. The following information with respect to the ownership of Tekelec's Common Stock by the Reporting Persons is provided as of December 31, 2005, the last day of the year covered by this Statement: (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Instruction: For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d3(d)(1). Page 5 of 8 Pages CUSIP No. 879101103 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: [ ] Instruction: Dissolution of a group required a response to this item. Not applicable 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 owned by the Reporting Persons; provided, however, that Stirling Trustees Limited, as trustee of the Natinec Trust, may be deemed to have such rights with respect to the shares owned directly and of record by Natinco, S.A. due to the fact that the Natinec Trust owns substantially all of the equity interest in Natinco, S.A. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: 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 Page 6 of 8 Pages CUSIP No. 879101103 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 7, 2006 NATINCO, S.A. By: /s/ John Seil ------------------------------------ Print Name: John Seil Title: Director By: /s/ Pierre Lentz ------------------------------------ Print Name: Pierre Lentz Title: Director STIRLING TRUSTEES LIMITED, as Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 By: /s/ Paul W. Elliott ------------------------------------ Print Name: Paul W. Elliott 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 Section 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) Page 7 of 8 Pages CUSIP No. 879101103 EXHIBIT INDEX
Exhibit Number Exhibit Page - -------------- ------- ---- 1 Agreement to File Joint Statements on Page 8 of 8 pages Schedule 13G(1)
- ---------- (1) Incorporated by reference to the Reporting Persons' Schedule 13G filed with the Commission on February 11, 2005. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----