0000950138-12-000048.txt : 20120130
0000950138-12-000048.hdr.sgml : 20120130
20120130190204
ACCESSION NUMBER: 0000950138-12-000048
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120127
FILED AS OF DATE: 20120130
DATE AS OF CHANGE: 20120130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: De Lange Ronald J
CENTRAL INDEX KEY: 0001334106
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15135
FILM NUMBER: 12557033
MAIL ADDRESS:
STREET 1: C/O TEKELEC
STREET 2: 26580 W. AGOURA ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
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: 5200 PARAMOUNT PARKWAY
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
BUSINESS PHONE: 919-460-5500
MAIL ADDRESS:
STREET 1: 5200 PARAMOUNT PARKWAY
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
4
1
edgar.xml
PRIMARY DOCUMENT
X0304
4
2012-01-27
1
0000790705
TEKELEC
TKLC
0001334106
De Lange Ronald J
C/O TEKELEC
5200 PARAMOUNT PARKWAY
MORRISVILLE
NC
27560
1
1
0
0
President & CEO
Common Stock
2012-01-27
4
D
0
25028
11.00
D
0
D
Share Appreciation Rights
7.66
2012-01-27
4
D
0
71300
3.34
D
2017-02-25
Common Stock
71300
0
D
Share Appreciation Rights
8.76
2012-01-27
4
D
0
100000
2.24
D
2017-06-02
Common Stock
100000
0
D
Restricted Stock Units
2012-01-27
4
D
0
75000
11.00
D
Common Stock
75000
0
D
Restricted Stock Units
2012-01-27
4
D
0
6250
11.00
D
Common Stock
6250
0
D
Restricted Stock Units
2012-01-27
4
D
0
8500
11.00
D
Common Stock
8500
0
D
Restricted Stock Units
2012-01-27
4
D
0
30196
11.00
D
Common Stock
30196
0
D
Restricted Stock Units
2012-01-27
4
D
0
7500
11.00
D
Common Stock
7500
0
D
Restricted Stock Units
2012-01-27
4
D
0
14700
11.00
D
Common Stock
14700
0
D
Restricted Stock Units
2012-01-27
4
D
0
7800
11.00
D
Common Stock
7800
0
D
Pursuant to the Agreement and Plan of Merger dated as of November 6, 2011 by and among the issuer, Titan Private Holdings I, LLC and Titan Private Acquisition Corp. (the "Merger Agreement"), at the effective time of the merger, each share of Tekelec Common Stock was canceled in exchange for a cash payment of $11.00 per share.
Pursuant to the Merger Agreement, at the effective time of the merger, the share appreciation rights ("SARs"), which provided for vesting in four equal annual installments commencing on 02/25/2012, were canceled in exchange for a cash payment of $238,142, representing the difference between the grant price of the SARs and the market value of the underlying common stock on the effective date of the merger ($11.00 per share). The per share difference is set forth in Table II, Column 8.
Pursuant to the Merger Agreement, at the effective time of the merger, the share appreciation rights, which provided for vesting in four equal annual installments commencing on 06/02/2012, were canceled in exchange for a cash payment of $224,000, representing the difference between the grant price of the SARs and the market value of the underlying common stock on the effective date of the merger ($11.00 per share). The per share difference is set forth in Table II, Column 8.
Each restricted stock unit converts to Common Stock on a one-for-one basis.
Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units ("RSUs"), which provided for vesting on 05/31/2015, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 05/16/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in two equal installments on 02/27/2012 and 02/27/2013, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 02/27/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal installments on 02/26/2012, 02/26/2013 and 02/26/2014, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in four equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
/s/ Ronald J. de Lange
2012-01-27