<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
TEKELEC
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2746131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(Address of Principal Executive Offices) (Zip Code)
______________________________________
1994 STOCK OPTION PLAN
(Full title of the plan)
______________________________________
PHILIP J. ALFORD
PRESIDENT
TEKELEC
26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(818) 880-5656
(Name, address and telephone number of agent for service)
______________________________________
Copy to:
RONALD W. BUCKLY, ESQ.
COUDERT BROTHERS
1055 WEST SEVENTH STREET, SUITE 2000
LOS ANGELES, CALIFORNIA 90017
________________________________________
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 600,000 $22.375(1) $13,425,000(1) $4,630
</TABLE>
________________________________________________________________________________
(1) Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee on the basis of the
average of the high and low reported sale prices of a share of Tekelec
Common Stock as reported by The Nasdaq Stock Market on June 23, 1995.
______________________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
prepared in accordance with Part I hereof also relates to shares of
Common Stock previously registered under a Registration Statement on
Form S-8 (Registration No. 33-82124).
________________________________________________________________________________
(i)
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Items 1 and
2 of Part I of Form S-8 will be sent or given to plan participants as specified
in Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
The Registrant's Amendment No. 1 on Form 10-K/A amending the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
Item 3(b)
The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995.
Item 3(c)
Item 1 of the Registrant's Registration Statement on Form 8-A
(Registration No. 0-15135) filed with the Commission on
November 12, 1986, pursuant to Section 12 of the Securities
Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Company's Common Stock registered
hereunder will be passed upon for the Company by Coudert Brothers, Los Angeles,
California. Members of Coudert
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Brothers hold 2,000 shares of the Company's Common Stock and Coudert Brothers
holds a warrant to purchase 30,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code provides that a
corporation may indemnify corporate "agents" (including directors, officers and
employees of the corporation) against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with defending
non-derivative actions if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful, and against expenses actually and
reasonably incurred in connection with defending derivative actions if such
person acted in good faith and in a manner such person believed to be in the
best interests of the corporation and its shareholders. Indemnification is
obligatory to the extent that an agent of a corporation has been successful on
the merits in defense of any such proceeding against such agent, but otherwise
may be made only upon a determination in each instance either by a majority
vote of a quorum of the Board of Directors (other than directors involved in
such proceeding), by independent legal counsel if such a quorum of directors is
not obtainable, by the shareholders (other than shareholders to be
indemnified), or by the court, that indemnification is proper because the agent
has met the applicable statutory standards of conduct. Corporations may also
advance expenses incurred in defending proceedings against corporate agents,
upon receipt of an undertaking that the agent will reimburse the corporation
unless it is ultimately determined that the agent is entitled to be indemnified
against expenses reasonably incurred.
The indemnification provided by Section 317 of the California
Corporations Code is not deemed to be exclusive of any other rights to which
agents of the Company seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in an official capacity and as to action in another capacity while
holding such office, to the extent such additional rights are authorized in the
articles of the corporation. Article V of the Company's Restated Articles of
Incorporation authorizes the Company to provide for indemnification of its
agents for breach of duty to the Company and its shareholders, through bylaw
provisions or through agreements with such agents, or both, in excess of the
indemnification otherwise permitted by Section 317, subject to the limits on
such excess indemnification set forth in Section 204 of the California General
Corporation Law.
Article VI of the Company's bylaws provides for the indemnification
of all past and current directors to the maximum extent and in the manner
permitted by Section 317. Additionally, the Company has entered into
Indemnification Agreements with its directors under which the Company has
undertaken to indemnify each such agent to the fullest extent permitted by its
Articles of Incorporation, bylaws and applicable law against all expenses,
liability and loss (which are not paid by insurance or otherwise by the
Company) reasonably incurred or suffered by such agent in connection with the
defense of any action or proceeding to which the agent was or is a party or is
threatened to be made a party by reason of conduct in his capacity as an
officer or director, or in which the agent is or may be involved by reason of
the fact that he is or was serving as an officer or director of the Company,
not including actions brought for violation of Section 16 of the Securities
Exchange Act of 1934 or for failure to qualify for an exemption under Section 4
of the Securities Act of 1933.
The Company also maintains on behalf of its directors and officers
insurance protection against certain liabilities arising out of the discharge
of their duties.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
3.1 Amended and Restated Articles of Incorporation(1)
3.2 Bylaws, as amended(2)
4.1 1994 Stock Option Plan, including forms of stock option
agreements(3) and Amendments Nos. 1 and 2 thereto dated
as of February 4, 1995 and March 3, 1995, respectively
5.1 Opinion of Coudert Brothers
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coudert Brothers (included in Exhibit 5.1)
24.1 Power of Attorney (see page 5 of this Registration Statement)
</TABLE>
____________________
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
(2) Incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-3 (Registration No.
33-58551) filed with the Commission on May 18, 1995.
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-82124) filed with the Commission on
July 28, 1994.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CALABASAS, STATE OF CALIFORNIA, ON JUNE 27, 1995.
TEKELEC
By: /s/ PHILIP J. ALFORD
-------------------------------------
Philip J. Alford, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Philip J. Alford and Jon F. Rager, or
either of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ PHILIP J. ALFORD President and Director June 27, 1995
- ---------------------------------- (Principal Executive Officer)
Philip J. Alford
/s/ GILLES C. GODIN Vice President, Finance and Chief June 27, 1995
- ---------------------------------- Financial Officer (Principal Financial
Gilles C. Godin and Accounting Officer)
/s/ JEAN-CLAUDE ASSCHER Chairman of the Board June 27, 1995
- ---------------------------
Jean-Claude Asscher
/s/ ROBERT V. ADAMS Director June 27, 1995
- ----------------------------------
Robert V. Adams
/s/ PHILIP BLACK Director June 27, 1995
- ---------------------------
Philip Black
/s/ DANIEL L. BRENNER Director June 27, 1995
- ---------------------------
Daniel L. Brenner
/s/ HOWARD ORINGER Director June 27, 1995
- ----------------------------------
Howard Oringer
/s/ JON F. RAGER Director June 27, 1995
- ----------------------------------
Jon F. Rager
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- -------------
<S> <C>
4.1 Amendments Nos. 1 and 2 to 1994 Stock Option Plan
dated as of February 4, 1995 and March 3, 1995, respectively . . . . . .
5.1 Opinion of Coudert Brothers . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMENDMENT NO. 1 TO
TEKELEC
1994 STOCK OPTION PLAN*
Section 3 of the Tekelec 1994 Stock Option Plan is hereby
amended to read in its entirety as follows:
"3. SHARES RESERVED.
The maximum aggregate number of Shares reserved for
issuance pursuant to the Plan shall be Nine Hundred Thousand
(900,000) Shares or the number of shares of stock to which
such Shares shall be adjusted as provided in Section 10 of the
Plan. Such number of Shares may be set aside out of
authorized but unissued Shares not reserved for any other
purpose, or out of issued Shares acquired for and held in the
treasury of the Company from time to time.
Shares subject to, but not sold or issued under, any
Option terminating, expiring or canceled for any reason prior
to its exercise in full, shall again become available for
Options thereafter granted under the Plan, and the same shall
not be deemed an increase in the number of Shares reserved for
issuance under the Plan."
Dated: February 4, 1995
______________________
* The number of shares set forth herein has been adjusted to reflect
Tekelec's two-for-one stock split effective March 17, 1995.
<PAGE> 2
AMENDMENT NO. 2 TO
TEKELEC
1994 STOCK OPTION PLAN*
Section 3 of the Tekelec 1994 Stock Option Plan is hereby
amended to read in its entirety as follows:
"3. SHARES RESERVED.
The maximum aggregate number of Shares reserved for
issuance pursuant to the Plan shall be One Million Four
Hundred Thousand (1,400,000) Shares or the number of shares of
stock to which such Shares shall be adjusted as provided in
Section 10 of the Plan. Such number of Shares may be set
aside out of authorized but unissued Shares not reserved for
any other purpose, or out of issued Shares acquired for and
held in the treasury of the Company from time to time.
Shares subject to, but not sold or issued under, any
Option terminating, expiring or canceled for any reason prior
to its exercise in full, shall again become available for
Options thereafter granted under the Plan, and the same shall
not be deemed an increase in the number of Shares reserved for
issuance under the Plan."
Dated: March 3, 1995
______________________
* The number of shares set forth herein has been adjusted to reflect
Tekelec's two-for-one stock split effective March 17, 1995.
<PAGE> 1
EXHIBIT 5.1
June 27, 1995
Tekelec
26580 West Agoura Road
Calabasas, California 91302
Re: Tekelec - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as securities counsel for Tekelec, a California
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 to be filed with the Securities and Exchange Commission
(the "Commission") on June 27, 1995, in connection with the registration of
600,000 shares of Common Stock, without par value (the "Shares"), issuable upon
the exercise of options granted or to be granted pursuant to the Company's 1994
Stock Option Plan (such 1994 Stock Option Plan referred to herein as the
"Plan").
In connection with the preparation of the Registration
Statement and the proposed issuance and sale of the Shares in accordance with
the Plan and the Form S-8 prospectus to be delivered to participants in the
Plan, we have made certain legal and factual examinations and inquiries and
examined, among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for
the rendering of this opinion. We have assumed for the purpose of this opinion
the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies, and
the genuineness of the signatures thereon. As to various questions of fact
material to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.
Based on the foregoing and in reliance thereon, it is our
opinion that the Shares have been duly authorized and, after the Registration
Statement becomes effective and after any post-effective amendment required by
law is duly completed, filed and becomes effective, and when the applicable
provisions of "Blue Sky" and other state securities laws shall have been
<PAGE> 2
Tekelec
June 27, 1995
Page 2
complied with, and when the Shares are issued and sold in accordance with the
Plan and the Form S-8 prospectus to be delivered to participants in the Plan,
the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to
the Registration Statement and further consent to the reference to this firm in
the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules and regulations of the Commission
thereunder.
This opinion is rendered solely for your benefit in accordance with
the subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein as to the
effect on the subject transaction only of United States federal law and the
internal (and not the conflict of law) laws of the State of California, and we
assume no responsibility as to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction.
Very truly yours,
/s/ COUDERT BROTHERS
COUDERT BROTHERS
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 3, 1995, except for note P, as to which
the date is March 17, 1995, on our audits of the financial statements and
financial statement schedules of Tekelec.
/s/ COOPERS & LYBRAND L.L.P.
Sherman Oaks, California
June 26, 1995
