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