S-8

As filed with the Securities and Exchange Commission on November 22, 2005

Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TEKELEC

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	95-2746131 (I.R.S. Employer Identification No.)
5200 Paramount Parkway Morrisville, NC (Address of Principal Executive Offices)	27560 (Zip Code)

2004 Equity Incentive Plan for New Employees
(Full title of the plan)

RONALD W. BUCKLY, ESQ.
Senior Vice President, Corporate Affairs and General Counsel
Tekelec
5200 Paramount Parkway
Morrisville, NC 27560
(919) 460-5500
(Name, address and telephone number of agent for service)

Copy to:
KATHERINE F. ASHTON, ESQ.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount of Shares to be Registered	Proposed Maximum Offering Price per Share	Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, without par value	1,000,000(1)(2)	$14.38(3)	$14,380,000(3)	$	1,693

(1) This Registration Statement also covers such additional shares of Common Stock of the Registrant as may be issuable pursuant to anti-dilution provisions of the Company’s 2004 Equity Incentive Plan for New Employees (the “2004 Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2004 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2) Represents shares issuable upon exercise of options, restricted stock units and/or restricted stock awards granted and/or to be granted under the 2004 Plan.

(3) Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low reported sale prices of a share of the Registrant’s Common Stock on November 17, 2005, as reported on the Nasdaq National Market.

TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
Exhibit 5.1
Exhibit 23.1

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be sent or given to the holders of options as specified in Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I, those documents are not filed with the Commission as part of this registration statement or a prospectus under Rule 424 of the Securities Act.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents and information previously filed with the Securities and Exchange Commission are hereby incorporated by reference:

          Item 3(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

          Item 3(b)

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005.

The Registrant’s Current Reports on Form 8-K filed with the Commission on March 24 2005, April 7, 2005, April 13, 2005, May 6, 2005, May 25, 2005, June 1, 2005, August 3, 2005, October 6, 2005 and October 27, 2005 (provided that Item 2.02 of, and Exhibit 99.1 to, the Current Reports on Form 8-K filed on August 3, 2005 and October 27, 2005 are not incorporated herein).

          Item 3(c)

Item 1 of the Registrant’s Registration Statement on Form 8-A (Registration No. 0-15135) filed with the Commission on November 12, 1986, pursuant to Section 12 of the Securities Exchange Act of 1934.

          All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.

Item 4. Description of Securities.

          Not Applicable.

1

Item 5. Interests of Named Experts and Counsel.

          Not Applicable.

Item 6. Indemnification of Directors and Officers.

          Section 317 of the California General Corporation Law provides that a corporation may indemnify corporate “agents” (including directors, officers and employees of the corporation) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with defending non-derivative actions if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful, and against expenses actually and reasonably incurred in connection with defending derivative actions if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and its shareholders. Indemnification is obligatory to the extent that an agent of a corporation has been successful on the merits in defense of any such proceeding against such agent, but otherwise may be made only upon a determination in each instance either by a majority vote of a quorum of the Board of Directors (other than directors involved in such proceeding), by independent legal counsel if such a quorum of directors is not obtainable, by the shareholders (other than shareholders to be indemnified), or by the court, that indemnification is proper because the agent has met the applicable statutory standards of conduct. Corporations may also advance expenses incurred in defending proceedings against corporate agents, upon receipt of an undertaking that the agent will reimburse the corporation unless it is ultimately determined that the agent is entitled to be indemnified against expenses reasonably incurred.

          The indemnification provided by Section 317 of the California General Corporation Law is not deemed to be exclusive of any other rights to which agents of the Registrant seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights are authorized in the articles of the corporation. Article V of the Registrant’s Amended and Restated Articles of Incorporation authorizes the Registrant to provide for indemnification of its agents for breach of duty to the Registrant and its shareholders, through bylaw provisions or through agreements with such agents, or both, in excess of the indemnification otherwise permitted by Section 317, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law.

          Article VI of the Registrant’s Amended and Restated Bylaws provides for the mandatory indemnification of all directors and executive officers of the Company to the maximum extent and in the manner permitted by Section 317. Additionally, the Registrant has entered into Indemnification Agreements with its directors and executive officers under which the Registrant has undertaken to indemnify each such director or executive officer to the fullest extent permitted by it’s Amended and Restated Articles of Incorporation, Amended and Restated Bylaws and applicable law against all expenses, liability and loss (which are not paid by insurance or otherwise by the Registrant) reasonably incurred or suffered by such agent in connection with the defense of any action or proceeding to which the agent was or is a party or is threatened to be made a party by

2

reason of conduct in his capacity as an officer or director, or in which the agent is or may be involved by reason of the fact that he is or was serving as an officer or director of the Registrant. These indemnification agreements do not require the Registrant to:

• indemnify any director or executive officer where such indemnification for any acts or omissions or transactions would be in violation of the California General Corporation Law or other applicable law, including without limitation imdemnification for breach of duty to the corporation or its shareholders under circumstances in which such indemnity would be expressly prohibited by Section 317 of the California General Corporation Law;

• indemnify or advance expenses to any director or executive officer with respect to claims voluntarily initiated by such director or executive officer and not by way of defense, other than with repect to claims brought in order to enforce the indemnification agreement itself or a right under Section 317 of the California General Corporation Law, or other applicable law, unless such claim has been approved by the Registrant;

• indemnify any director or executive officer for any expenses incurred with respect to claims brought to enforce the indemnification agreement itself or a right under Section 317 of the California General Corporation Law, or other applicable law, which claim was determined by a court of competent jurisdiction to be frivolous or not in good faith;

• indemnify any director or executive officer for any expenses for which such director or executive officer has otherwise received payment pursuant to a liability insurance policy, the Registrant’s Amended and Restated Articles of Incorporation or Amended and Restated Bylaws, any applicable provisions of the California General Corporation Law, or any other agreement; or

• indemnify any director or executive officer for expenses or profits arising from the purchase and sale by such director or executive officer of securities in violation of Section 16(b) of the Securities Exchange Act of 1934.

          The Registrant also maintains on behalf of its directors and officers insurance protection against certain liabilities arising out of the discharge of their duties.

Item 7. Exemption from Registration Claimed.

          Not applicable.

3

Item 8. Exhibits.

Exhibit
Number
4.1	Tekelec 2004 Equity Incentive Plan for New Employees(1) and Amendment No. 1(2), Amendment No. 2(2), Amendment No. 3(3) and Amendment No. 4(4) thereto
5.1	Opinion of Bryan Cave LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1	Power of Attorney (see page 6 of this Registration Statement)

(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-15135) for the quarter ended September 30, 2004, as filed with the Commission on November 9, 2004.
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 0-15135) as filed with the Commission on March 24, 2005.
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 0-15135) as filed with the Commission on May 6, 2005.
(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 0-15135) as filed with the Commission on August 3, 2005.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained

4

in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

5

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on November 22, 2005.

TEKELEC
By:	/s/ Frederick M. Lax   Frederick M. Lax,
	Chief Executive Officer and President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Frederick M. Lax and Ronald W. Buckly, or either of them, his attorneys-in-fact and agents, each with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including, without limitation, post-effective amendments and documents in connection therewith) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that either of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frederick M. Lax	Director, Chief Executive Officer and	November 22, 2005
Frederick M. Lax	President (Principal Executive Officer)
/s/ William H. Everett	Senior Vice President and Chief	November 22, 2005
William H. Everett	Financial Officer (Principal Financial Officer)
/s/ Gregory S. Rush	Vice President and Corporate	November 22, 2005
Gregory S. Rush	Controller (Principal Accounting Officer)
/s/ Jean-Claude Asscher	Chairman of the Board	November 22, 2005
Jean-Claude Asscher
/s/ Robert V. Adams	Director	November 22, 2005
Robert V. Adams

6

Signature	Title	Date
/s/ Daniel L. Brenner	Director	November 22, 2005
Daniel L. Brenner
/s/ Mark A. Floyd	Director	November  22, 2005
Mark A. Floyd
/s/ Martin A. Kaplan Martin A. Kaplan	Director	November 22, 2005
/s/ Jon F. Rager Jon F. Rager	Director	November 22, 2005

7

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
5.1	Opinion of Bryan Cave LLP
23.1	Consent of PricewaterhouseCoopers LLP

EX-5.1

EXHIBIT 5.1

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401-2386
Telephone: (310) 576-2100
Facsimile: (310) 576-2200

November 22, 2005

Tekelec
5200 Paramount Parkway
Morrisville, North Carolina 27560

     Re: Tekelec — Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as securities counsel for Tekelec, a California corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2005 in connection with the registration under the Act of 1,000,000 shares of Common Stock, without par value, of the Company (the “Shares”) issuable upon the exercise of options, restricted stock units and/or restricted stock awards (such options, restricted stock units and/or restricted stock awards are referred to herein as “awards”) granted and/or to be granted pursuant to the Company’s 2004 Equity Incentive Plan for New Employees (such plan is referred to herein as the “Plan”).

     In connection with the preparation of the Registration Statement, we have made certain legal and factual examinations and inquiries and examined, among other things, such documents, records, instruments, agreements, certificates and matters as we have considered appropriate and necessary for the rendering of this opinion. We have assumed for the purpose of this opinion the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, and the genuineness of the signatures thereon. As to various questions of fact material to this opinion, we have, when relevant facts were not independently established, relied, to the extent deemed proper by us, upon certificates and statements of officers and representatives of the Company.

     Based on the foregoing and in reliance thereon and upon our review of applicable statutes and case law, it is our opinion that: (i) the Shares have been duly authorized and (ii) the Shares, after the Registration Statement becomes effective and after any post-effective amendment required by law is duly completed, filed and becomes effective, and when the applicable provisions of “Blue Sky” and other state securities laws shall have been complied with, and when the Shares are

issued and sold in accordance with the Plan and the Form S-8 prospectus to be delivered to the holders of the awards, will be validly issued, fully paid and non-assessable.

     We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to this firm in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

     This opinion is rendered solely for your benefit in accordance with the subject transaction and is not to be otherwise used, circulated, quoted or referred to without our prior written consent. We are opining herein as to the effect on the subject transaction only of United States federal law and the internal (and not the conflict of law) laws of the State of California, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

Very truly yours,

/s/ Bryan Cave LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2005 relating to the consolidated financial statements, financial statement schedule, management’s assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Tekelec, which appears in Tekelec’s Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina
November 22, 2005