-----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, QNo1L2Hr7SSb+Iy4PlZk7b5SbEAcmvQiOQSmau5WHfIY8boBFLn+9BgT9se4Jdam 7MDBANLmck40bY2U+/Mt4g== 0000950148-99-002347.txt : 19991105 0000950148-99-002347.hdr.sgml : 19991105 ACCESSION NUMBER: 0000950148-99-002347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991103 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991104 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15135 FILM NUMBER: 99741216 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 1999 TEKELEC ------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-15135 95-2746131 --------------- ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 26580 West Agoura Road, Calabasas, California 91302 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 880-5656 -------------- --------------------- 2 ITEM 5. OTHER EVENTS. On November 3, 1999, Tekelec, a California corporation (the "Registrant"), issued a press release announcing that it had completed its private placement of $135,000,000 principal amount at maturity of its 3.25% convertible subordinated discount notes due 2004 (the "Notes"), issued at 85.35% of their face amount (equivalent to gross proceeds at issuance before discounts and expenses of approximately $115,200,000). The Registrant intends to use the net proceeds from the sale of the Notes to refinance the subordinated notes in the aggregate principal amount of $100,000,000 issued by the Registrant in connection with its May 1999 acquisition of all of the outstanding stock of IEX Corporation, a Nevada corporation, and the excess will be used for working capital and other general corporate purposes. A copy of the Registrant's press release dated November 3, 1999 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release of the Registrant dated November 3, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEKELEC Date: November 4, 1999 By: /s/ RONALD W. BUCKLY ----------------------------------- Ronald W. Buckly, Vice President and General Counsel 2 3 EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release of the Registrant dated November 3, 1999 3 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 [Corporate Logo] TEKELEC NEWS RELEASE FOR IMMEDIATE RELEASE NOVEMBER 3, 1999 - -------------------------------------- Contact: Erik Randerson Director, Investor Relations 818/880-7821 erik.randerson@tekelec.com TEKELEC COMPLETES PRIVATE PLACEMENT OF 3.25% CONVERTIBLE SUBORDINATED DISCOUNT NOTES Calabasas, CA (Wednesday, November 03, 1999): Tekelec (Nasdaq NM: TKLC) today announced that it has completed its private placement of $135 million principal amount at maturity of its 3.25% convertible subordinated discount notes due 2004, issued at 85.35% of their face amount (equivalent to gross proceeds at issuance before discounts and expenses of approximately $115.2 million). The gross proceeds at issuance included approximately $15.2 million from the sale of notes issued upon the initial purchasers' exercise in full of their over-allotment option. The notes have a five-year term and are non-callable for the first three years. The net proceeds from the sale of the 3.25% Convertible Subordinated Discount Notes will be used by Tekelec to refinance the $100 million in subordinated notes issued in connection with the acquisition of IEX Corporation, and the excess will be used for working capital and other general corporate purposes. The notes offered have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from the registration requirements. Tekelec, a supplier of signaling and control systems, develops network switching and diagnostic solutions for telecommunications networks. The company also provides products and solutions for call centers and other telecommunications markets. Tekelec has its headquarters in Calabasas, California, and divisions in Morrisville, North Carolina, and Richardson, Texas. For more information, please visit www.tekelec.com. # # # # -----END PRIVACY-ENHANCED MESSAGE-----