-----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, EDyMM/c/dagRp+3u5mJWJXLKyWSLj661vZB6bpWaGaqLB6fs0iyIec+N6QW3R8B6 gjocF9ZqsFxDMIjlKKwOVw== 0000950148-03-000062.txt : 20030116 0000950148-03-000062.hdr.sgml : 20030116 20030116171814 ACCESSION NUMBER: 0000950148-03-000062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030116 GROUP MEMBERS: EDOUARD GIVEL GROUP MEMBERS: TEKELEC-AIRTRONIC, S.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSCHER JEAN CLAUDE CENTRAL INDEX KEY: 0001006836 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TEKELEC AIRTRONIC SA STREET 2: 5 RUE CARLE VERNET CITY: 92315 SEVRES CEDEX BUSINESS PHONE: 01133146232326 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: 03516758 BUSINESS ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188805656 MAIL ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 SC 13G/A 1 v87028asc13gza.txt SCHEDULE 13G AMENDMENT 17 Page 1 of 13 Pages POTENTIAL PERSONS WHO ARE TO 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. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 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. 17)* Tekelec - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 879101103 - -------------------------------------------------------------------------------- (CUSIP Number) January 9, 2003 - -------------------------------------------------------------------------------- (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 provisions of the Act (however, see the Notes). CUSIP No. 879101103 SCHEDULE 13G Page 2 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jean-Claude Asscher 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER 5 SOLE VOTING POWER 1,791,391 shares OF 6 SHARED VOTING POWER 80,350 shares comprised of (a) 60,350 shares, the voting power with respect to which SHARES is shared with Muriel Asscher (Mr. Asscher's spouse) and (b) 20,000 shares, the voting power with respect BENEFICIALLY to which is shared with Tekelec-Airtronic, S.A.; except that Mr. Asscher may also be deemed to share OWNED voting power with Muriel Asscher of an additional 125,464 shares owned of record by Muriel Asscher. BY 7 SOLE DISPOSITIVE POWER 1,791,391 shares EACH 8 SHARED DISPOSITIVE POWER 80,350 shares comprised of REPORTING (a) 60,350 shares, the dispositive power with respect to which is shared with Muriel Asscher and (b) 20,000 PERSON shares, the dispositive power with respect to which is shared with Tekelec-Airtronic, S.A.; except that WITH Mr. Asscher may also be deemed to share dispositive power with Muriel Asscher of an additional 125,464 shares owned of record by Muriel Asscher. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,871,741 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.07% 12 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 879101103 SCHEDULE 13G Page 3 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tekelec-Airtronic, S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF 5 SOLE VOTING POWER 0 shares SHARES 6 SHARED VOTING POWER 20,000 shares, the voting power of which is shared with Jean-Claude Asscher who is BENEFICIALLY the president and majority shareholder of Tekelec-Airtronic, S.A. OWNED BY 7 SOLE DISPOSITIVE POWER 0 shares EACH 8 SHARED DISPOSITIVE POWER 20,000 shares, the REPORTING dispositive power of which is shared with Jean-Claude Asscher who is the president and majority shareholder PERSON WITH of Tekelec-Airtronic, S.A. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.03% 12 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 879101103 SCHEDULE 13G Page 4 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edouard Givel 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER 5 SOLE VOTING POWER 0 shares OF 6 SHARED VOTING POWER 0 shares SHARES 7 SOLE DISPOSITIVE POWER 0 shares BENEFICIALLY 8 SHARED DISPOSITIVE POWER 0 shares OWNED BY EACH REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 12 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP No. 879101103 SCHEDULE 13G Page 5 of 13 Pages ITEM 1(A) NAME OF ISSUER: Tekelec ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 26580 West Agoura Road Calabasas, CA 91302 ITEM 2(A) NAME OF PERSON FILING: This Statement is being filed by Jean-Claude Asscher, Tekelec-Airtronic, S.A. and Edouard Givel, who are sometimes collectively referred to as the "Reporting Persons." The Reporting Persons may be deemed to be a "group" for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder (the "Act"), although each expressly disclaims any assertion or presumption that such Reporting Person or any of the other persons on whose behalf this Statement is filed constitutes a "group." Neither the filing this Statement nor the Agreement [see Exhibit 1] should be construed individually or collectively to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more of the Reporting Persons or any one or more other persons. The Reporting Persons have been advised that Natinco, S.A., which has previously filed statements on Schedule 13G and amendments thereto jointly with the Reporting Persons (but which is not named as a "Reporting Person" herein), intends, on or about the date of the filing of this Schedule 13G, to separately file a statement on Schedule 13G to report its continuing beneficial ownership of more than five percent of the Common Stock of Tekelec. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of Tekelec-Airtronic, S.A. is 5, rue Carle Vernet, 92315 Sevres Cedex, France. The principal business address of Mr. Asscher is c/o Tekelec-Airtronic, S.A., 5, rue Carle Vernet, 92315 Sevres Cedex, France; and of Mr. Givel is 8C, avenue de Champel, 1206 Geneve, Switzerland. ITEM 2(C) CITIZENSHIP: Tekelec-Airtronic, S.A. is a French corporation. Mr. Asscher and Mr. Givel are French and Swiss citizens, respectively. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E) CUSIP NUMBER: 879101103
CUSIP No. 879101103 SCHEDULE 13G Page 6 of 13 Pages 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). (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 January 9, 2003: (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. With respect to the aggregate amount of shares beneficially owned by Mr. Asscher, such amount does not include 125,464 shares owned by Muriel Asscher (Mr. Asscher's spouse) as to which Mr. Asscher disclaims beneficial ownership. This report shall not be deemed an admission that Mr. Asscher is the beneficial owner of such 125,464 shares for purposes of Section 13(d) or 13(g) of the Act or for any other purpose. (b) Percent of class: See Row 11 of cover page for each Reporting Person.
CUSIP No. 879101103 SCHEDULE 13G Page 7 of 13 Pages (c) Number of shares as to which the person has: (i) Sole power to vote or to 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). 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: [x] 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 owned by each of the Reporting Persons; provided, however, that Mr. Asscher may be deemed to have such rights with respect to the shares beneficially owned by Tekelec-Airtronic, S.A., due to the fact that he is the president and majority shareholder thereof. 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: See Exhibit 2. The Reporting Persons may be deemed to be a "group" for the purposes of Sections 13(d) and 13(g) of the Act, although each expressly disclaims any assertion or presumption that such Reporting Person or the other persons on whose behalf this Statement is filed constitute a "group." The filing of this Statement should not be construed to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more such persons.
CUSIP No. 879101103 SCHEDULE 13G Page 8 of 13 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: Not applicable
CUSIP No. 879101103 SCHEDULE 13G Page 9 of 13 Pages 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: January 9, 2003 /s/ Jean-Claude Asscher -------------------------------------------- Jean-Claude Asscher, in his individual capacity and on behalf of Tekelec-Airtronic, S.A., as the President thereof /s/ Edouard Givel -------------------------------------------- Edouard Givel, in his individual capacity 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) CUSIP No. 879101103 SCHEDULE 13G Page 10 of 13 Pages EXHIBIT INDEX
Exhibit Number Exhibit Page - -------------- ------- ---- 1 Agreement to File Joint Statements on Page 11 of 13 pages Schedule 13G 2 Identification of the Reporting Persons Page 13 of 13 pages
EX-1 3 v87028aexv1.txt EXHIBIT 1 Exhibit 1 CUSIP No. 879101103 SCHEDULE 13G Page 11 of 13 Pages EXHIBIT 1 AGREEMENT TO FILE JOINT STATEMENTS ON SCHEDULE 13G THIS AGREEMENT is entered into as of the 9th day of January, 2003 by and among Jean-Claude Asscher, a French citizen ("JCA"); Tekelec-Airtronic, S.A., a French corporation ("T-A"); and Edouard Givel, a Swiss citizen ("Givel"). W I T N E S S E T H WHEREAS, JCA, T-A and Givel may be deemed to hold or to have held beneficial ownership, individually and/or in the aggregate, 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 as of the end of any calendar year 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(f) 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: Each of JCA, T-A and Givel hereby agrees, in accordance with Rule 13d-1(f) under the Act, to file jointly any and all statements and amended statements on Schedule 13G (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, including without limitation any and all Statements filed to report the fact that the Reporting Persons have ceased to be the beneficial owners, individually and/or in the aggregate, of more than five percent of the Common Stock. Each of JCA, T-A and Givel hereby agrees 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(f)(iii) under the Act. Each of JCA, T-A and Givel agrees that neither this Agreement nor the filing of any Statements shall be construed to be an admission that any of JCA, T-A and Givel is a member of a "group" pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder. This Agreement may be executed in counterparts which together shall constitute one agreement. CUSIP No. 879101103 SCHEDULE 13G Page 12 of 13 Pages 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. /s/ Jean-Claude Asscher ------------------------------------------------------ Jean-Claude Asscher, in his individual capacity and on behalf of Tekelec-Airtronic, S.A. /s/ Edouard Givel ------------------------------------------------------ Edouard Givel, in his individual capacity EX-2 4 v87028aexv2.txt EXHIBIT 2 Exhibit 2 CUSIP No. 879101103 SCHEDULE 13G Page 13 of 13 Pages EXHIBIT 2 The Reporting Persons are identified below: Tekelec-Airtronic, S.A. is a French corporation. Jean-Claude Asscher is a French citizen and the president and majority shareholder of Tekelec-Airtronic, S.A. Edouard Givel is a Swiss citizen. -----END PRIVACY-ENHANCED MESSAGE-----