-----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, SUauUNmFsta7OYqzQr2XSAvtqogPgnjeNWnuK25zBfBPu5LJefCD+uUYFg/ZDyqN pUd1+sTw7KVwin8yuHQ5Cg== 0000950138-04-000812.txt : 20041201 0000950138-04-000812.hdr.sgml : 20041201 20041201184755 ACCESSION NUMBER: 0000950138-04-000812 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041129 FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041201 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NATINCO S A CENTRAL INDEX KEY: 0001214764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 041178590 BUSINESS ADDRESS: STREET 1: 15 RUE DE LA CHAPELLE STREET 2: L-1325 LUXEMBOURG, GRAND-DUCHY OF CITY: LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 011 352 45 123 1 MAIL ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE STREET 2: L-1528 LUXEMBOURG, GRAND DUCHY OF CITY: LUXEMBOURG STATE: N4 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stirling Trustees Limited, as Trustee of The Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 CENTRAL INDEX KEY: 0001310115 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 041178589 BUSINESS ADDRESS: STREET 1: VICTORIA CHAMBERS STREET 2: 1-3 ESPLANADE CITY: ST. HELIER, JERSEY CHANNEL ISL STATE: XX ZIP: JE4 0SZ BUSINESS PHONE: 011-44-1534-877-511 MAIL ADDRESS: STREET 1: P. O. BOX 801 STREET 2: VICTORIA CHAMBERS, 1-3 ESPLANADE CITY: ST. HELIER, JERSEY CHANNEL ISL STATE: XX ZIP: JE4 0SZ 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-29 0000790705 TEKELEC TKLC 0001214764 NATINCO S A 15, RUE DE LA CHAPELLE L-1325 LUXEMBOURG GRAND-DUCHY OF LUXEMBOURG 0 0 1 0 0001310115 Stirling Trustees Limited, as Trustee of The Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 P.O. BOX 801 VICTORIA CHAMBERS, 1-3 ESPLANADE ST HELLIER, JERSEY CHANNEL ISL JE4 0SZ 0 0 1 0 Common Stock 2004-11-29 4 X 0 121435 8.18 D 9843900 D Contract to Sell (Prepaid Variable Forward Contract) 8.18 2004-11-29 4 X 0 144000 0 D 2004-11-29 2004-11-29 Common Stock 144000 0 D On November 29, 2004, Natinco, S.A. ("Natinco") settled its obligation to deliver shares of Tekelec Common Stock under a prepaid forward sale contract entered into with an unaffiliated third party buyer (the "Buyer") on November 14, 2002 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about November 26, 2002, Natinco received a cash payment in the total amount of $1,178,424.29. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on November 29, 2004 up to 144,000 shares of Tekelec Common Stock. The number of shares to be delivered by Natinco to the Buyer at settlement depended upon the price of Tekelec Common Stock on November 29, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.5157 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.5157 but less than $13.322 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $9.5157, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.322, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the num erator of which would be the sum of $9.5157 plus the difference between the Settlement Price and $13.322, and the denominator of which would be the Settlement Price. In lieu of the delivery of shares, Natinco also had the option to settle the contract by the delivery of cash. The Settlement Price upon settlement of the contact on November 29, 2004 was $24.29. Accordingly, Natinco transferred 121,435 shares to the Buyer and retained and was not required to deliver to the Buyer 22,565 shares. These securities were or are owned (i) directly by Natinco and (ii) indirectly by Stirling Trustees Limited, as trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 (the "Natinec Trust"). The Natinec Trust owns substantially all of the equity interest in Natinco. The Form 4 Statement reporting a transaction on 11/24/04 and filed on behalf of the Reporting Persons on 11/29/04 was executed for one of the Reporting Persons pursuant to the Power of Attorney filed as Exhibit 24 hereto. Pierre Lentz, as a Director of Natinco, S.A. 2004-12-01 John Seil, as a Director of Natinco, S.A. 2004-12-01 Ronald W. Buckly, Attorney-in-Fact for Paul W. Elliott, as Director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 2004-12-01 EX-24 2 poa.htm POWER OF ATTORNEY: RONALD W. BUCKLY, ATTORNEY-IN-FACT FOR PAUL W. ELLIOTT, AS DIRECTOR OF STIRLING TRUSTEES LIMITED, TRUSTEE OF THE NATINEC TRUST UNDER THE NATINEC SETTLEMENT TRUST DEED DATED JANUARY 9, 2003. Power of Attorney of P. Elliott

POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and appoints Ronald W. Buckly, signing individually, as such person’s lawful attorney-in-fact to:

        (1)        execute for and on behalf of the undersigned, in the capacity of the undersigned listed below, a Form ID Application to obtain access codes for the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system of the U.S. Securities and Exchange Commission;

        (2)        execute for and on behalf of the undersigned, in the capacity of the undersigned listed below and as a 10% owner of Tekelec (the “Company”), Form 4s in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

        (3)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form ID Application and any such Form 4s, complete and execute any amendment or amendments thereto, and timely file such Forms with the United States Securities and Exchange Commission; and

        (4)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

        The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the responsibilities of the undersigned to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect through December 31, 2004, unless earlier revoked with respect to the herein named attorney-in-fact by the undersigned in a signed writing delivered to such person.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date and in the capacity set forth below.

        Dated:   November 24, 2004

          /s/ Paul W. Elliott
  Paul W. Elliot, as director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003

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