0000950138-12-000052.txt : 20120130 0000950138-12-000052.hdr.sgml : 20120130 20120130190905 ACCESSION NUMBER: 0000950138-12-000052 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: KUPINSKY STUART CENTRAL INDEX KEY: 0001289593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 12557065 MAIL ADDRESS: STREET 1: EXIDE TECHNOLOGIES STREET 2: 13000 DEERFIELD PARKWAY, BUILDING 200 CITY: ALPHARETTA STATE: GA ZIP: 30004 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 0001289593 KUPINSKY STUART C/O TEKELEC 5200 PARAMOUNT PARKWAY MORRISVILLE NC 27560 0 1 0 0 Senior V.P. (See Remarks) Common Stock 2012-01-27 4 D 0 29545 11.00 D 0 D Share Appreciation Rights 7.66 2012-01-27 4 D 0 57000 3.34 D 2017-02-25 Common Stock 57000 0 D Restricted Stock Units 2012-01-27 4 D 0 7000 11.00 D Common Stock 7000 0 D Restricted Stock Units 2012-01-27 4 D 0 25756 11.00 D Common Stock 25756 0 D Restricted Stock Units 2012-01-27 4 D 0 6750 11.00 D Common Stock 6750 0 D Restricted Stock Units 2012-01-27 4 D 0 3750 11.00 D Common Stock 3750 0 D Restricted Stock Units 2012-01-27 4 D 0 11800 11.00 D Common Stock 11800 0 D Restricted Stock Units 2012-01-27 4 D 0 2600 11.00 D Common Stock 2600 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 $190,380, 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 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 three equal installments on 05/13/2012, 05/13/2013 and 05/13/2014, 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. Reporting Person is an Officer of the Issuer and his full title is: Senior Vice President, Corporate Affairs, General Counsel and Corporate Secretary. /s/ Stuart H. Kupinsky 2012-01-27