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