8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2006

TEKELEC

(Exact name of registrant as specified in its charter)

California	0-15135	95-2746131
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5200 Paramount Parkway, Morrisville, North Carolina		27560
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 460-5500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing	1
Item 9.01	Financial Statements and Exhibits	1
Exhibit 99.1

i

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On March 20, 2006, Tekelec (the “Company”) received a notification letter (the “Staff Determination Letter”) from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14) requires that, as a condition to the continued listing of the Company’s Common Stock on the Nasdaq National Market, the Company make, on a timely basis, all filings with the Securities and Exchange Commission (the “Commission”) that are required by the Securities Exchange Act of 1934, as amended. The Staff Determination Letter states that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) as a result of the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”) by the prescribed due date of March 16, 2006, and because the Company did not indicate, on the Form 12b-25 Notification of Late Filing filed by the Company with the Commission on March 17, 2006 (the “Form 12b-25”), that the Company would be filing the 2005 Form 10-K on or before the 15th day following the prescribed due date.

     The Staff Determination Letter also states that, as a result of the Company’s non-compliance with Nasdaq Marketplace Rule 4310(c)(14), the Company’s Common Stock will be delisted from the Nasdaq National Market at the opening of business on March 29, 2006, unless the Company requests a hearing before a Nasdaq Listing Qualifications Panel (a “Nasdaq Listing Panel”) to review the Nasdaq Staff’s determination. Any such request for a hearing must be made on or before March 27, 2006 and will stay the delisting of the Company’s Common Stock until the Nasdaq Listing Panel reaches a decision regarding the Nasdaq Staff’s determination. The Company intends to request such a hearing and that Nasdaq continue the listing of the Company’s Common Stock on the Nasdaq National Market and grant to the Company an extension during which to comply with the Rule 4310(c)(14) listing requirement. There can be no assurance, however, that the Nasdaq Listing Panel will grant any such request by the Company for such continued listing and extension.

     As previously reported in the Form 12b-25 and in the Company’s Current Report on Form 8-K filed with the Commission on March 17, 2006, the Company could not timely file the 2005 Form 10-K due to its ongoing review and analysis of certain accounting matters, which are described in the foregoing filings and in the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2006.

     On March 23, 2006, the Company issued a press release regarding the Company’s receipt of the Staff Determination Letter. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibit is furnished as a part of this Current Report on Form 8-K:

Exhibit No.		Description
	99.1	Press Release dated March 23, 2006 of the Company

1

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tekelec
Dated: March 23, 2006	By:	/s/ Frank Plastina
		Frank Plastina
		President and Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 23, 2006 of the Company

EX-99.1

Exhibit 99.1

R E L E A S E

Tekelec Receives Delisting Notice from NASDAQ

Morrisville, N.C. — March 23, 2006 — Tekelec (NASDAQ: TKLC) announced today that because of the previously announced late filing of its Form 10-K for the year ended December 31, 2005, it received on March 20, 2006 a notice from The Nasdaq Stock Market indicating that the Company’s common stock is subject to potential delisting from the Nasdaq National Market as a result of the Company’s failure to comply with Marketplace Rule 4310(c)(14). This listing standard requires the Company to make on a timely basis all filings with the Securities and Exchange Commission (“SEC”), as required by the Securities Exchange Act of 1934, as amended.

As previously announced in a press release and disclosed in a Form 8-K and Form 12b-25 filed with the SEC on March 17, 2006, the Company was unable to file its Form 10-K for the year ended December 31, 2005 by the prescribed due date of March 16, 2006. The Company also indicated in the Form 12b-25 that it would not file its 2005 Form 10-K by March 31, 2006, but is working expeditiously to file it as soon thereafter as possible.

Receipt of the delisting notice does not result in immediate delisting of the Company’s common stock, and the Company intends to request a hearing before a Nasdaq Listing Qualifications Panel for review of the delisting determination. This request will automatically stay the delisting of the Company’s common stock pending the Panel’s review and decision. Until the Panel issues a decision and the expiration of any exception granted by the Panel, the Company’s common stock will continue to trade on the Nasdaq National Market. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing or any such exception.

FORWARD-LOOKING STATEMENTS

Certain statements made in this press release are forward looking, reflect the Company’s current intent, belief or expectations and involve certain risks and uncertainties. The Company’s actual future performance may not meet the Company’s expectations. As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and other filings with the SEC, the Company’s future operating results are difficult to predict and subject to significant fluctuations. Factors that may cause future results to differ materially from the Company’s current expectations, in addition to those identified in its 2004 10-K and other SEC filings, include, among others, the impact on future operating results in the event of additional restatements or other adjustments in its historical consolidated financial statements beyond those described in the Company’s Current Reports on Form 8-K filed with the SEC on February 21, 2006 and March 17, 2006. Forward-looking statements in this press release regarding the listing of the Company’s common stock on The Nasdaq Stock Market are subject to risks and uncertainties which include, among other things, the Company’s ability to comply with applicable procedures and requirements of The Nasdaq Stock Market and determinations by the Nasdaq Staff and any Nasdaq Listing Qualifications Panel. The Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

About Tekelec

Tekelec is a leading developer of now and next-generation signaling and switching telecommunications solutions, business intelligence tools and value-added applications. Tekelec’s innovative solutions are widely deployed in traditional and next-generation wireline and wireless networks and contact centers worldwide. Corporate headquarters are located in Morrisville, N.C., with research and development facilities and sales offices throughout the world. For more information, please visit www.tekelec.com.

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CONTACT: Tekelec

Jim Chiafery, 919-461-6825
Director of Investor Relations
James.chiafery@tekelec.com