-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OP2LLdLxVpr/+mLKAXFTHWioWWf0fpGLEVPe5IGgfmfjHOrm7xhnCce9B6benDZW Zw/zzuikxGr5BmQu6BKk8A== /in/edgar/work/20000808/0000950148-00-001631/0000950148-00-001631.txt : 20000921 0000950148-00-001631.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950148-00-001631 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKELEC CENTRAL INDEX KEY: 0000790705 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 952746131 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-95649 FILM NUMBER: 688432 BUSINESS ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188805656 MAIL ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 424B3 1 e424b3.txt 424(B)(3) 1 As filed pursuant to Rule 424 (b)(3) under the Securities Act of 1933 Registration No. 333-95649 PROSPECTUS SUPPLEMENT NO. 5 DATED AUGUST 8, 2000 TEKELEC - -------------------------------------------------------------------------------- $135,000,000 3.25% CONVERTIBLE SUBORDINATED DISCOUNT NOTES DUE 2004 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF - -------------------------------------------------------------------------------- The purpose of this supplement is to amend and supplement the prospectus dated February 16, 2000, as amended and supplemented by supplement no. 1 thereto dated March 15, 2000; supplement no. 2 thereto dated May 16, 2000; supplement no. 3 thereto dated July 10, 2000; and supplement no. 4 thereto dated August 1, 2000. The prospectus relates to the offer for resale of up to $135,000,000 aggregate principal amount at maturity of Tekelec's 3.25% Convertible Subordinated Discount Notes due 2004, and such shares of common stock as may be issued upon conversion of the notes. The prospectus is hereby further amended and supplemented to include in the "Selling Securityholders" table the information in the table set forth below regarding additional selling securityholders and a selling securityholder whose beneficial ownership of our common stock has increased since the date of the original prospectus. The following table is based upon information provided to us by or on behalf of the selling securityholders named below and indicates with respect to each such selling securityholder: o the aggregate principal amount of the notes beneficially owned by such selling securityholder as of August 8, 2000; o the maximum amount of notes that such selling securityholder may offer under the prospectus; o the number of shares of Tekelec common stock beneficially owned by such selling securityholder as of August 8, 2000; and o the maximum number of shares of common stock that may be offered for the account of such selling securityholder (including its transferees, pledgees, donees or their successors) under the prospectus.
NO. OF AGGREGATE PRINCIPAL SHARES OF COMMON NO. OF PRINCIPAL AMOUNT STOCK OWNED SHARES OF COMMON AMOUNT OF NOTES PRIOR TO STOCK NAME OF SELLING SECURITYHOLDER OF NOTES OFFERED OFFERING (1) OFFERED(1) ------------------------------------------------ -------------- ----------- --------- ----------------- Citizens Security Life Insurance Company(2)........ 500,000 500,000 28,169 28,169 Donaldson, Lufkin & Jenrette Securities Corp....... 1,335,000 1,335,000 75,212 75,212 Security Trend Partners(3)......................... 1,000,000 1,000,000 56,339 56,339
- ---------------------------------------- (1) Reflects the shares of common stock into which the notes held by such securityholder are convertible at the initial conversion rate. The conversion rate and the number of shares of common stock issuable upon conversion of the notes are subject to adjustment under certain circumstances. See "Description of the Notes -- Conversion" in the prospectus. (2) As of August 8, 2000, Citizens Security Life Insurance Company beneficially owned an additional 24,500 shares of Tekelec common stock. Those shares are not covered by this prospectus. (3) As of August 8, 2000, Security Trend Partners beneficially owned an additional 87,500 shares of Tekelec common stock. Those shares are not covered by this prospectus. The selling securityholders named above may, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, have sold, transferred or otherwise disposed of all or a portion of their notes and common stock since the date on which they provided the information in the table regarding their notes and common stock. Any such sales would affect the data in the above table. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 8, 2000.
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