-----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, I2OL4PlnPDHZf47k0o66DqnAPZqbg7qyVrmg6CCe4pvoa8TrFPoU1NXcsmeRN1Z0 W5yYrmslm8rj7jiHRS+lyg== 0000950138-04-000852.txt : 20041222 0000950138-04-000852.hdr.sgml : 20041222 20041222212536 ACCESSION NUMBER: 0000950138-04-000852 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041220 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 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 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 041222262 BUSINESS ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 011 352 45 123 1 MAIL ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 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: 041222263 BUSINESS ADDRESS: STREET 1: VICTORIA CHAMBERS STREET 2: 1-3 ESPLANADE CITY: ST. HELIER, JERSEY CHANNEL ISL STATE: XX ZIP: JE4 0SZ BUSINESS PHONE: 011-44-1534-877-500 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 2004-12-20 0000790705 TEKELEC TKLC 0001214764 NATINCO S A 5, BOULEVARD DE LA FOIRE L-1528 LUXEMBOURG N4 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 2004-12-20 4 X 0 100949 10.62 D 9287841 D Common Stock 2004-12-22 4 X 0 104688 10.34 D 9183153 D Contract to Sell (Prepaid Variable Forward Contract) 10.62 2004-12-20 4 X 0 144000 0 D 2004-12-20 2004-12-20 Common Stock 144000 0 D Contract to Sell (Prepaid Variable Forward Contract) 10.34 2004-12-22 4 X 0 144000 0 D 2004-12-22 2004-12-22 Common Stock 144000 0 D On December 20, 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 29, 2002, Natinco received a cash payment in the total amount of $1,071,906.58. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 20, 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 December 20, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.6415 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.6415 but less than $13.3727 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.6415, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.3727, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the n umerator of which would be the sum of $7.6415 plus the difference between the Settlement Price and $13.3727, 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 December 20, 2004 was $19.17. Accordingly, Natinco transferred 100,949 shares to the Buyer and retained and was not required to deliver to the Buyer 43,051 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. On December 22, 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 29, 2002, Natinco received a cash payment in the total amount of $1,082,455.18. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 22, 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 December 22, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.7167 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.7167 but less than $13.5043 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.7167, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.5043, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the n umerator of which would be the sum of $7.7167 plus the difference between the Settlement Price and $13.5043, 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 December 22, 2004 was $21.20. Accordingly, Natinco transferred 104,688 shares to the Buyer and retained and was not required to deliver to the Buyer 39,312 shares. Pierre Lentz, as a Director of Natinco, S.A. 2004-12-22 John Seil, as a Director of Natinco, S.A. 2004-12-22 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 2004-12-22 -----END PRIVACY-ENHANCED MESSAGE-----