0000950138-12-000054.txt : 20120130 0000950138-12-000054.hdr.sgml : 20120130 20120130191310 ACCESSION NUMBER: 0000950138-12-000054 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: Reed Houck S CENTRAL INDEX KEY: 0001527936 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15135 FILM NUMBER: 12557079 MAIL ADDRESS: STREET 1: TEKELEC, 5200 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 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 0001527936 Reed Houck S C/O TEKELEC 5200 PARAMOUNT PARKWAY MORRISVILLE NC 27560 0 1 0 0 VP, BNS Product Management Common Stock 0 D Share Appreciation Rights 7.66 2012-01-27 4 D 0 18000 3.34 D 2017-02-25 Common Stock 18000 0 D Restricted Stock Units 2012-01-27 4 D 0 3000 11.00 D Common Stock 3000 0 D Restricted Stock Units 2012-01-27 4 D 0 5328 11.00 D Common Stock 5328 0 D Restricted Stock Units 2012-01-27 4 D 0 4500 11.00 D Common Stock 4500 0 D Restricted Stock Units 2012-01-27 4 D 0 6000 11.00 D Common Stock 6000 0 D Restricted Stock Units 2012-01-27 4 D 0 1300 11.00 D Common Stock 1300 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, 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 $60,120, 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 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 on 03/01/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. /s/ Houck S. Reed 2012-01-27