SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VOGT CHARLES D

(Last)

(First)

(Middle)

C/O TEKELEC

26580 W. AGOURA ROAD

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEKELEC [ TKLC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. NA & CALA Sales Ops.

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
None								0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$3.11	04/08/2004		A		77,187		⁽¹⁾	01/21/2013	Common Stock	77,187	⁽²⁾	77,187	D
Employee Stock Option (right to buy)	$3.11	04/08/2004		A		35,252		⁽³⁾	01/21/2013	Common Stock	35,252	⁽⁴⁾	35,252	D
Employee Stock Option (Right to buy)	$3.11	04/08/2004		A		10,480		04/08/2004	01/21/2013	Common Stock	10,480	⁽⁵⁾	10,480	D
Employee Stock Option (Right to buy)	$18.08	04/08/2004		A		100,000		⁽⁶⁾	06/30/2012⁽⁶⁾	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Option to purchase 77,187 shares vests and becomes exercisable cumulatively as to 36,985 shares on 04/08/2004; and as to 40,202 shares in nine equal monthly installments commencing 04/22/2004.

2. In connection with the Acquisition of Taqua, Inc. by Tekelec (the "Acquisition"), option to purchase 77,187 shares of Tekelec Common Stock received in exchange for the Reporting Person's employee stock option to acquire 2,400,000 shares of Taqua, Inc. Common Stock at an exercise price of $0.10 per share.

3. Option to purchase 35,252 shares vests and becomes exercisable cumulatively as to 2,858 shares on 04/08/2004; and as to 32,394 shares in nine equal monthly installments commencing 04/21/2004.

4. In connection with the Acquisition, option to purchase 35,252 shares of Tekelec Common Stock received in exchange for the Reporting Person's employee stock option to acquire 1,096,111 shares of Taqua, Inc. Common Stock at an exercise price of $0.10 per share.

5. In connection with the Acquisition, option to purchase 10,480 shares of Tekelec Common Stock received in exchange for the Reporting Person's employee stock option to acquire 325,864 shares of Taqua, Inc. Common Stock at an exercise price of $0.10 per share.

6. Option to pruchase 100,000 shares vests and becomes exercisable in 16 equal quarterly installments commencing 09/30/2004. Option is exercisable as to each installment of vested shares for a period of four years following the vesting date.

Remarks:

Reporting Person is an Officer of the Issuer and his full title is: President of North America/CALA Sales Operations.

	Charles Vogt	04/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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