TEKELEC, S-3/A, 1995-05-18

TEKELEC
S-3/A, 1995-05-18
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1995

REGISTRATION NO. 33-58551
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TEKELEC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
CALIFORNIA 95-2746131
(STATE OF OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(818) 880-5656
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

PHILIP J. ALFORD
PRESIDENT
TEKELEC
26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(818) 880-5656
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
RONALD W. BUCKLY, ESQ. JEFFREY D. SAPER, ESQ.
KATHERINE F. ASHTON, ESQ. HARRY K. PLANT, ESQ.
COUDERT BROTHERS RANA B. DIORIO, ESQ.
1055 WEST SEVENTH STREET, 20TH FLOOR WILSON, SONSINI, GOODRICH & ROSATI
LOS ANGELES, CALIFORNIA 90017 PROFESSIONAL CORPORATION
(213) 688-9088 650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective
and the Underwriting Agreement is executed.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================

<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

MAY 18, 1995

1,750,000 SHARES

(LOGO)
TEKELEC

COMMON STOCK
------------------

All of the shares of Common Stock offered hereby are being sold by Tekelec
("Tekelec" or the "Company"). The Company's Common Stock trades on The Nasdaq
Stock Market under the symbol "TKLC." On May 15, 1995, the last sale price for
the Common Stock as reported was $22.375 per share. See "Price Range of Common
Stock."

------------------

SEE "RISK FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

===============================================================================
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------------
Per Share.............................. $ $ $
- ------------------------------------------------------------------------------------------------------
Total(3)............................... $ $ $
</TABLE>
=============================================================================

(1) See "Underwriting" for information relating to indemnification of the
Underwriters.
(2) Before deducting expenses of the offering estimated at $400,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
262,500 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about May ,
1995.

ALEX. BROWN & SONS
INCORPORATED

VOLPE, WELTY & COMPANY

CRUTTENDEN ROTH
INCORPORATED

THE DATE OF THIS PROSPECTUS IS MAY , 1995.
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and will also be available for
inspection and copying at the regional offices of the Commission located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is traded on The Nasdaq Stock
Market. Reports, proxy statements and other information concerning the Company
may also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-3, including amendments thereto, under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any contract or any other document referred to are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission, each such statement being qualified in all respects by such
reference. The Registration Statement may be inspected without charge at the
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part thereof may be obtained from such office upon the
payment of the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the year ended December 31, 1994; (2) the Company's Amendment No. 1 on Form
10-K/A filed April 12, 1995, amending the Company's Annual Report on Form 10-K
for the year ended December 31, 1994; (3) the Company's Report by Issuer of
Securities Quoted on The Nasdaq Stock Market on Form 10-C filed March 23, 1995;
(4) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and (5) the Company's Registration Statement on Form 8-A
filed November 12, 1986, registering the Company's Common Stock under
Section 12(g) of the Exchange Act. Reference is also made to the "Description
of Capital Stock" in this Prospectus for a current description of the
Company's Common Stock.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated by reference into this Prospectus
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Vice President, Finance and Chief Financial Officer, Tekelec,
26580 West Agoura Road, Calabasas, California 91302. Telephone: (818) 880-5656.
------------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMPANY'S COMMON STOCK ON THE NASDAQ
STOCK MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE EXCHANGE ACT. SEE
"UNDERWRITING."

2
<PAGE> 4
TEKELEC'S ADVANCED DIAGNOSTIC AND SWITCHING SYSTEMS
ENHANCE THE QUALITY AND PERFORMANCE OF
COMMUNICATIONS NETWORKS.

(PRODUCT ILLUSTRATIONS -- SEE EDGAR APPENDIX)

The EAGLE STP is designed to enable operators of wireline and wireless
networks to offer enhanced services such as caller ID, personal number
calling and wireless calling services. The MGTS/GSMT System is used to
simulate and monitor SS7, AIN and PCS networks and services. EAGLE and
MGTS/GSMT are key elements of the SS7-based Advanced Intelligent
Network Architecture.

Equipment manufacturers and network operators use the Chameleon Open's
powerful real-time analysis and simulation tools to reduce the time and
expense to develop and monitor new communication products and services.
The Chameleon Opens support simultaneous testing of LAN, WAN and
broadbased network and protocols, including AIM, Frame Relay, ISDN and
Ethernet.

Chameleon, EAGLE and the Tekelec logo are registered trademarks of Tekelec.
This Prospectus also includes the trademarks of other companies.

<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including notes thereto,
appearing elsewhere in this Prospectus or incorporated herein by reference. A
glossary describing terms that appear in this Prospectus can be found on pages
43-44.

THE COMPANY

Tekelec designs, manufactures and markets advanced diagnostic systems and
innovative network switching solutions for the global communications
marketplace. The Company is a leading supplier of diagnostic systems used in the
design, installation and maintenance of a broad range of communications
equipment and networks. Tekelec's EAGLE STP switching platform enables operators
of wireline and wireless networks to deliver Advanced Intelligent Network (AIN)
services such as Caller ID and personal number calling as well as digital
wireless services such as PCS and GSM. The Company has established relationships
with AT&T and Stratus Computer, Inc. (Stratus) to complement its marketing of
the EAGLE STP and believes that these relationships demonstrate recognition of
the EAGLE STP's technical advantages.

The Company's core competitive strength is the breadth of its expertise in
communications technologies, gained over 15 years primarily as a supplier of
high-end multiprotocol diagnostic systems. The Company has leveraged this
expertise to target emerging, high-growth communications markets for services
such as SS7-based AIN, digital wireless and ATM-based broadband multimedia.
These services are being deployed by network operators seeking to differentiate
themselves in response to increasing competition. The Company has developed
products that utilize open distributed architectures to facilitate the
development of new applications and to support emerging protocols and services.

The Company's diagnostic products address the proliferation of standards
and protocols and the increasing complexity of communications equipment and
networks. The Chameleon Open enables simultaneous full bandwidth testing of
broadband, LAN and WAN equipment and networks and supports a wide range of
protocols. The MGTS/GSMT system is used to test equipment and networks for SS7,
AIN, GSM and emerging PCS services. The Company sells its diagnostic products
worldwide through a direct sales force and a network of international
distributors to long distance carriers, telephone operating companies,
communications equipment manufacturers, wireless and cellular network operators
and government agencies. Major customers include Nippon Telegraph & Telephone,
AT&T, GTE Corporation, Motorola, Inc., MCI Telecommunications Corporation,
BellSouth Corporation, NEC America, Inc., Siemens AG and Sprint Corporation.

Tekelec has focused on supplying its STP switching systems to U.S.
independent telephone companies and cellular carriers since introducing the
EAGLE STP in 1992. Tekelec's EAGLE STP is a high-capacity, fault-tolerant
packet-switching platform designed to meet the complex requirements of SS7
switching. The EAGLE STP is sold worldwide by a direct sales force and through
distribution and marketing relationships with AT&T and Stratus. As of March 31,
1995, 42 pairs of EAGLE STPs had been sold to customers including McCaw Cellular
Communications, Inc., SBC Communications, Inc., Ameritech Corporation, Telstra,
GTE Intelligent Network Services, Inc. and Southern New England Telephone
Company, Inc.

The Company experienced significant losses in 1992 and 1993, but returned
to profitability in 1994 as a result of actions taken in connection with its
December 1993 restructuring and increased market acceptance of its products,
particularly the EAGLE STP and the Chameleon Open.

The Company was incorporated in California in 1971 and entered the
communications diagnostic business in 1979 and the network switching business in
1992. Unless the context otherwise requires, the terms "Tekelec" and the
"Company" are used herein to refer to Tekelec and its wholly owned subsidiaries.
The Company's executive offices are located at 26580 West Agoura Road,
Calabasas, California 91302, and its telephone number is (818) 880-5656.

3
<PAGE> 6

RISK FACTORS

See "Risk Factors" for information that should be considered by prospective
investors.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered hereby...................... 1,750,000 shares
Common Stock to be outstanding after the
offering....................................... 11,072,682 shares(1)
Use of proceeds.................................. For general corporate purposes, including
working capital.
The Nasdaq Stock Market symbol................... TKLC
</TABLE>

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

(THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------------------------------------- -----------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- --------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenues.............. $ 42,148 $ 52,449 $ 58,090 $ 46,856 $ 61,189 $12,986 $18,630
Income (Loss) before
provision for
income taxes....... 8,228 6,740 (6,693) (17,101) 5,711 243 2,120
Net income (loss)..... 5,040 4,581 (8,296) (18,543) 4,460 126 1,468
Earnings (Loss) per
share(2)........... $ 0.61 $ 0.53 $ (1.01) $ (2.23) $ 0.47 $ 0.01 $ 0.14
Weighted average
number of shares
outstanding(2)..... 8,244 8,576 8,178 8,314 9,550 8,558 10,795
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1995
----------------------------
ACTUAL AS ADJUSTED(3)
-------- --------------
(THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and restricted cash.................... $ 7,962 $ 44,467
Working capital............................................... 16,818 53,323
Total assets.................................................. 37,054 73,559
Long-term obligations......................................... 575 575
Total shareholders' equity.................................... 22,143 58,648
</TABLE>

- ------------------

(1) Based on shares outstanding as of March 31, 1995. Excludes (i) 2,374,280
shares subject to options outstanding under the Company's Amended and
Restated 1984 Stock Option Plan, 1994 Stock Option Plan and Amended and
Restated Non-Employee Director Equity Incentive Plan as of March 31, 1995
and (ii) 50,000 shares issuable upon exercise of warrants outstanding as of
such date.

(2) Primary and fully diluted per share amounts and primary and fully diluted
weighted average number of shares outstanding are the same for all periods
presented, except that fully diluted earnings per share and fully diluted
weighted average number of shares outstanding for the year ended December
31, 1994 were $0.43 and 10,360,000, respectively, and for the three months
ended March 31, 1995 were $0.13 and 10,913,000, respectively.

(3) Adjusted to give effect to the estimated net proceeds of this offering based
upon an assumed public offering price of $22.375 per share. See "Use of
Proceeds."

------------------------

Except as otherwise specified, all information in this Prospectus assumes
no exercise of the Underwriters' over-allotment option. All share and per share
data in this Prospectus have been adjusted to reflect a two-for-one stock split
of the Company's Common Stock effected in March 1995.

4
<PAGE> 7

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.

Recent History of Losses. The Company experienced declining revenues in
1993 and incurred substantial losses in 1992 and 1993 of $8.3 million and $18.5
million, respectively. Such losses were primarily as a result of delayed product
introductions which adversely affected revenues and significant research and
development expenditures, particularly for the development of its EAGLE STP.
Although the Company returned to profitability in 1994, there can be no
assurance that the Company's profitability will continue on a quarterly or
annual basis in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Fluctuations in Quarterly Operating Results; Seasonality in Sales and Order
Levels; Lengthy Sales Cycle of EAGLE STP. The Company has experienced and may in
the future experience significant fluctuations in revenues and operating results
from quarter to quarter as a result of a number of factors, many of which are
outside the control of the Company. These factors include the timing of
significant orders and shipments, product mix, delays in shipment, capital
spending patterns of customers, competition and pricing, new product
introductions by the Company or its competitors, carrier deployment of
intelligent network services, the timing of research and development
expenditures, expansion of marketing and support operations, changes in material
costs, production or quality problems, currency fluctuations, disruptions in
sources of supply, regulatory changes and general economic conditions. These
factors are difficult to forecast, and these or other factors could have a
material adverse effect on the Company's business and operating results. A large
portion of the Company's product shipments in each quarter occurs at or near the
end of each quarter. Due to the relatively fixed nature of many of the Company's
costs, including personnel and facilities costs, the Company would not be able
to reduce costs in any quarter to compensate for any unexpected shortfall in net
revenues, and such a shortfall would have a proportionately greater impact on
the Company's results of operations for that quarter. In addition, the Company
expects that sales of its EAGLE STP, which has a significantly higher average
selling price and generally lower gross margin than the Company's diagnostic
products, will account for an increasing percentage of the Company's revenues.
Consequently, the addition or cancellation of EAGLE STP sales may exacerbate
quarterly fluctuations in revenues and operating results.

The Company's operating results may also be affected by certain seasonal
trends. The Company typically experiences lower domestic sales and order levels
in the first quarter when compared with the preceding fourth quarter due
primarily to the capital spending patterns of its customers. To a lesser extent,
the Company's international sales are also subject to seasonal fluctuations. The
Company expects these seasonal patterns to continue. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results" and Note O to Consolidated Financial
Statements.

Orders for the EAGLE STP have generally involved lengthy sales cycles,
making it difficult to predict the precise quarter in which sales will occur.
The EAGLE STP sales cycle typically varies in length based on a number of
factors including customer network engineering, installation and deployment
requirements and the relative size of the customer's network. Due to the
$250,000 to $2,000,000 price range for a pair of EAGLE STPs, the Company's
shipment of EAGLE STPs to a single customer can represent a significant portion
of a quarter's network switching revenues, and delays in the timing of such
shipments could have a material adverse effect on the Company's business and
operating results.

Competition. The Company's primary markets are intensely competitive and
are subject to rapid technological change, evolving industry standards and
regulatory developments. The Company's existing and potential competitors
include many large domestic and international companies that have substantially
greater financial, manufacturing, technological, marketing, distribution and

5
<PAGE> 8

other resources, larger installed customer bases and longer-standing
relationships with customers than the Company. The Company's principal
competitor in the network diagnostic products market is Hewlett-Packard Company
(Hewlett-Packard). The Company's principal competitors in the network switching
products market include major communications equipment suppliers such as
Northern Telecom Limited, DSC Communications Corporation, Ericsson S.A. and
Alcatel. The Company expects competition to increase in the future from existing
competitors and from other companies that may enter the Company's existing or
future markets with solutions which may be less costly or provide higher
performance or additional features. Certain of the Company's customers in the
network diagnostic market also manufacture switches that compete with the EAGLE
STP. Increasing competition in the switching market may cause these customers to
reduce their purchases of the Company's diagnostic products. The Company
believes that its ability to compete successfully depends on several factors,
both within and outside of its control, including the price, quality,
reliability and performance of the Company's and its competitors' products, the
timing and success of new product introductions or product enhancements by the
Company and its competitors, quality of customer service and support, the
emergence of new industry standards, the development of technical innovations,
the attraction and retention of qualified personnel, regulatory changes and
general market and economic conditions. Increasing competition could materially
and adversely affect the Company's results of operations through price
reductions and loss of market share. There can be no assurance that the Company
will be able to compete successfully in the future. See
"Business -- Competition."

Rapid Technological Change; Risks Associated with Development of New
Products and Product Enhancements. The markets for the Company's diagnostic and
switching products are characterized by rapidly changing technology, evolving
industry standards and frequent new product introductions and enhancements. In
particular, the AIN, ATM and wireless markets are rapidly evolving. Sales of
diagnostic products such as those offered by the Company depend in part on the
continuing development and deployment of emerging standards and new services
based on such standards. The Company's success will depend to a significant
extent upon its ability to enhance its existing products and to develop and
introduce innovative new products that gain market acceptance. In recent years,
sales of the Company's diagnostic products were adversely affected in part by
the Company's failure to introduce new products or enhancements in a timely
manner, particularly enhancements for its MGTS/GSMT signalling product and a
Frame Relay application for its Chameleon product. There can be no assurance
that the Company will be successful in selecting, developing, manufacturing and
marketing new products or enhancing its existing products on a timely or
cost-effective basis or that products or technologies developed by others will
not render the Company's products noncompetitive or obsolete. Moreover, the
Company may encounter technical problems in connection with its product
development that could result in the delayed introduction of new products or
product enhancements. Failure to develop or introduce on a timely basis new
products or product enhancements that achieve market acceptance would materially
and adversely affect the Company's business, operating results and financial
condition.

Products as complex as those offered by the Company may contain undetected
errors when first introduced or as new versions are released. Such errors have
occurred in the past. While the Company's products have not experienced any
significant errors, such errors, particularly those that result in a failure of
the Company's switching products, could have a material adverse effect on the
Company's customer relationships, business and operating results. There can be
no assurance that errors will not be found in the Company's products. See
"Business -- Product Development."

Dependence on Relationship with AT&T. The Company believes that its ability
to compete successfully in the switching market depends in part on distribution
and marketing relationships with leading communications equipment suppliers. In
September 1994, the Company entered into a non-exclusive distribution agreement
with AT&T for the EAGLE STP and has sold EAGLE STPs to purchasers affiliated
with AT&T. The Company's agreement with AT&T can be terminated by either party
at any time for any reason and does not impose any minimum purchase requirements
on AT&T. Consequently, there can be no assurance that AT&T or its affiliates
will continue to place orders with

6
<PAGE> 9

the Company or that the Company's relationship with AT&T will continue for an
extended period of time or will be of continuing value to the Company. Under the
distribution agreement, AT&T is not precluded from developing or selling
products that are competitive with the Company's products, and such competition
could materially and adversely affect the Company's business and operating
results. If the relationship with AT&T were to terminate, there can be no
assurance that the Company could establish a similar relationship with another
company. See "Business -- Sales, Marketing and Support."

Dependence on Evolving Market for Advanced Intelligence Network (AIN)
Services. A substantial portion of the Company's revenues are derived from the
sale of diagnostic systems and switching systems that enable network operators
to offer AIN services. Although several network operators offer or have
announced plans to offer AIN services, there can be no assurance that network
operators will be able to introduce these services successfully, that such
services will gain widespread market acceptance or that network operators will
use the Company's products in the deployment of these services. In addition, the
timing of the implementation of AIN services by network operators may be
affected by the need to obtain necessary regulatory approvals and other factors.
Delays in the introduction of AIN services, failure of these services to gain
widespread market acceptance or the decision of network operators not to use the
Company's products in the deployment of these services would materially and
adversely affect the Company's business, operating results and financial
condition.

Compliance with Regulations; Evolving Industry Standards; Broader Market
Acceptance of EAGLE STP. In order to gain broader market acceptance, the
Company's products must meet a significant number of regulations and standards.
In the United States, the Company's products must comply with various
regulations defined by the Federal Communications Commission and Underwriters
Laboratories as well as standards established by Bell Communications Research
(Bellcore). Internationally, the Company's products must comply with standards
established by telecommunications authorities in various countries as well as
with recommendations of the International Telephone and Telegraph Consultative
Committee (CCITT). In addition, standards for new services such as ATM and PCS
are still evolving. As these standards evolve, the Company will be required to
modify its products or develop and support new versions of its products. The
failure of the Company's products to comply, or delays in compliance, with the
various existing and evolving industry standards could delay introduction of the
Company's products, which could have a material adverse effect on the Company's
business and operating results.

In order to penetrate the portion of the public carrier market dominated by
the Regional Bell Operating Companies (RBOCs), it is important that ongoing
technical audits of the EAGLE STP be conducted by Bellcore to help the Company
ensure interoperability with the operations, administration, maintenance and
provisioning systems used by the RBOCs to manage their networks. See
"Business -- Sales, Marketing and Support." Failure or delay in obtaining
favorable technical audit results could have a material adverse effect on the
Company's ability to sell products to this large segment of the communications
market. Furthermore, even if the Company does obtain favorable technical audit
results, there can be no assurance that the RBOCs or other telephone companies
will purchase the EAGLE STP rather than competitive products.

Government regulatory policies are likely to continue to have a major
impact on the pricing of existing as well as new public network services and,
therefore, are expected to affect demand for such services and the
communications products, including the Company's products, that support such
services. Tariff rates, whether determined autonomously by carriers or in
response to regulatory directives, may affect cost effectiveness of deploying
public network services. Tariff policies are under continuous review and are
subject to change. User uncertainty regarding future policies may also affect
demand for communications products, including the Company's products.

7
<PAGE> 10

Risks Associated with International Business. The Company sells its
products worldwide through its direct sales force, distributors and wholly owned
subsidiaries in Japan and Canada. International sales accounted for 43%, 51%,
43% and 43% of the Company's revenues in 1992, 1993, 1994 and the first quarter
of 1995, respectively. The Company's sales through its Japanese and Canadian
subsidiaries are denominated in local currencies while other international sales
are U.S. dollar-denominated. The Company expects that international sales will
continue to account for a significant portion of its revenues in future periods.
International sales are subject to inherent risks, including unexpected changes
in regulatory requirements and tariffs, difficulties in staffing and managing
foreign operations and distributors, longer payment cycles, greater difficulty
in accounts receivable collection and potentially adverse tax consequences.
Additionally, exchange rate fluctuations on foreign currency transactions and
translations arising from international operations may contribute to
fluctuations in the Company's business and operating results. Fluctuations in
exchange rates could also affect demand for the Company's products. If, for any
reason, exchange or price controls or other restrictions in foreign countries
are imposed, the Company's business and operating results could be materially
adversely affected. In addition, any inability to obtain local regulatory
approvals in foreign markets on a timely basis could have a material adverse
effect on the Company's business and operating results.

Foreign communications networks are in most cases owned or strictly
regulated by government. Access to such markets is often difficult due to the
established relationships between a government owned or controlled
communications operating company and its traditional indigenous suppliers of
communications equipment. There can be no assurance that the Company will be
able to successfully penetrate these markets, particularly for its switching
products.

Dependence on Key Suppliers. Certain key components used in the Company's
products, such as certain microprocessors, video displays and power supplies,
are currently being purchased from sole sources, and the Company does not have
any long-term supply agreements to ensure uninterrupted supply of these
components. The inability to obtain sufficient sole or limited source components
as required, or to develop alternative sources if and as required, could result
in delays or reductions in product shipments which could materially and
adversely affect the Company's operating results and damage customer
relationships. See "Business -- Manufacturing."

Dependence on Key Personnel. The Company's success depends to a significant
extent upon the continuing contributions of its key management, technical, sales
and marketing and other key personnel. The Company does not have employment
agreements or other arrangements with such individuals which would prevent them
from leaving the Company. The Company's future success also depends upon its
ability to attract and retain highly skilled personnel. Competition for such
employees is intense. The loss of any current key employees or the inability to
attract and retain additional key personnel could have a material adverse effect
on the Company's business and operating results.

Limited Protection of Proprietary Technology. The Company depends in part
upon its proprietary technology and know-how to differentiate its products from
those of its competitors. The Company does not have any patents and relies upon
a combination of trade secret, copyright and trademark laws and contractual
restrictions to establish and protect proprietary rights in its products. The
Company generally enters into confidentiality and invention assignment
agreements with its employees and non-disclosure and confidentiality agreements
with its suppliers, distributors and appropriate customers, among others, and
limits access to and disclosure of its proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use the Company's proprietary technology without authorization. Accordingly,
there can be no assurance that such laws and contractual agreements will prove
sufficient to deter misappropriation of the Company's technology or independent
third-party development of similar technologies. The laws of certain foreign
countries in which the Company's products are or may be developed, manufactured
or sold may not protect the Company's products or intellectual property rights
to the

8
<PAGE> 11

same extent as do the laws of the United States and thus make the possibility of
misappropriation of the Company's technology and products more likely.

Risk of Third Party Claims of Infringement. The communications industry is
characterized by the existence of a large number of patents and frequent
litigation based on allegations of patent infringement. From time to time, third
parties may assert exclusive patent, copyright, trademark and other intellectual
property rights to technologies that are important to the Company. There can be
no assurance that third parties will not assert infringement claims against the
Company, that any such assertion of infringement will not result in litigation
or that the Company would prevail in such litigation or be able to license any
valid and infringed patents of third parties on commercially reasonable terms.
Furthermore, litigation, regardless of its outcome, could result in substantial
cost to and diversion of effort by the Company. Any infringement claims or
litigation against the Company could materially and adversely affect the
Company's business, operating results and financial condition.

Control by Tekelec-Airtronic and Its Affiliates. Upon completion of this
offering, Tekelec-Airtronic, S.A. (Tekelec-Airtronic) and Jean-Claude Asscher, a
director of the Company, will own an aggregate of 9.9% of the Company's
outstanding shares. Mr. Asscher is the President and controlling shareholder of
Tekelec-Airtronic, a France-based electronics company which, together with
certain of its subsidiaries, acts as European distributors for the Company. In
addition, upon completion of this offering, Edouard Givel, through Natinco, S.A.
(Natinco), a Luxembourg investment company which he controls and which is a
minority shareholder of Tekelec-Airtronic, will own 25.0% of the Company's
outstanding shares. Due to Mr. Asscher's relationship with Mr. Givel and his
role as an advisor to Natinco, Mr. Asscher may be deemed to share with Mr. Givel
the beneficial ownership of the shares of the Company's Common Stock held by
Natinco. Sales of the Company's products and services to Tekelec-Airtronic and
its subsidiaries accounted for approximately 6.7%, 8.5%, 6.2% and 9.9% of the
Company's net revenues for 1992, 1993, 1994 and the first quarter of 1995,
respectively. The Company expects that Tekelec-Airtronic and its subsidiaries
will continue to act as European distributors for the Company. In the past, the
Company has purchased certain components from Tekelec-Airtronic and its
subsidiaries and expects that it will continue to do so in the future. Mr.
Asscher, Tekelec-Airtronic and Mr. Givel may be subject to potential conflicts
of interest with respect to future transactions with Tekelec. There can be no
assurance that such conflicts will be resolved in the best interests of the
Company. If Tekelec-Airtronic, Mr. Asscher and Mr. Givel act together, they will
constitute the largest shareholder of the Company, controlling approximately
34.9% of the outstanding shares upon completion of this offering, and will
continue to have the power to elect a significant number of the Company's Board
of Directors and to exert significant influence over the Company's business and
affairs and over the outcome of actions requiring shareholder approval. See
"Common Stock Ownership of Principal Shareholders and Management."

Volatility of Stock Price. The Common Stock is currently trading at or near
its record high, and has experienced significant price and volume fluctuations.
The market price of the Company's Common Stock could be subject to wide
fluctuations in response to quarter-to-quarter variations in the Company's
operating results, changes in earnings estimates by analysts, announcements of
technological innovations or new products or enhancements by the Company or its
competitors, delays in new product introductions or enhancements, developments
in the Company's relationships with its customers, strategic partners or
suppliers, general conditions in the communications industries, changes in
investment strategy by significant shareholders and other events or factors,
which may be unrelated to the Company. There can be no assurance that the market
price of the Company's Common Stock will not experience significant fluctuations
in the future, including fluctuations that are unrelated to the Company's
operating performance.

9
<PAGE> 12

Sales of Shares Eligible for Future Sale; Possible Adverse Effect on Future
Market Price. Sales of substantial amounts of Common Stock in the public market
after this offering could adversely affect prevailing market prices for the
Company's Common Stock. The executive officers and certain directors of the
Company owning an aggregate of 416,146 shares (including options and warrants to
purchase an aggregate of 268,318 shares, which are exercisable or become
exercisable within 60 days after March 31, 1995) and certain shareholders of the
Company owning an aggregate of 3,868,520 shares (including options to purchase
an aggregate of 20,000 shares which are exercisable or become exercisable within
60 days after March 31, 1995) have agreed not to sell or transfer any shares
owned by them for a period of 90 and 180 days, respectively, after the date of
this Prospectus without the prior written consent of Alex. Brown & Sons
Incorporated. Subject to such restrictions and the resale limitations of Rule
144 under the Securities Act, all of the outstanding shares of the Company's
Common Stock will be eligible for sale.

Securities and Exchange Commission Investigation. The Commission has issued
a formal order for an investigation relating to certain trading in the
securities of the Company. The formal order states that the Commission staff has
information tending to show that certain individuals and entities may have
traded stock of the Company while in possession of material non-public
information and/or may have disclosed material non-public information to others
in breach of their fiduciary duties or other relationships of trust and
confidence, which allegations, if true, would result in possible violation of
Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act. The
ultimate outcome of the investigation cannot be predicted as of the date of this
Prospectus.

10
<PAGE> 13

USE OF PROCEEDS

The net proceeds from the sale of the shares of Common Stock offered hereby
are estimated to be $36.5 million ($42.0 million if the Underwriters'
over-allotment option is exercised in full), assuming a public offering price of
$22.375 per share and after deducting estimated underwriting discounts and
commissions and offering expenses. The net proceeds will be used primarily for
general corporate purposes, including working capital and acquisition of capital
equipment. The Company expects to spend approximately $3.5 million during the
last three quarters of 1995 for the purchase of such equipment. The Company
plans to apply the balance of the net proceeds in the amount of approximately
$33.0 million ($38.5 million if the Underwriters' over-allotment option is
exercised in full) primarily to working capital to finance the Company's growth
and to strengthen the Company's working capital position. Although the Company
may use a portion of the proceeds to acquire products, technologies or
businesses that are complementary to the Company's business, it currently has no
understandings or agreements, and is presently not involved in any negotiations,
with respect to any such specific acquisitions. Until the net proceeds of the
offering are used, they will be invested in short-term, interest- and
dividend-bearing obligations or securities.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock trades on The Nasdaq Stock Market under the
symbol "TKLC." The following table sets forth, for the periods indicated, the
high and low last reported sale prices for the Common Stock.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1993
First Quarter.......................................... $ 5.25 $ 3.38
Second Quarter......................................... 3.75 2.56
Third Quarter.......................................... 6.00 2.44
Fourth Quarter......................................... 6.13 2.88

1994
First Quarter.......................................... 4.38 3.00
Second Quarter......................................... 5.00 2.88
Third Quarter.......................................... 6.75 3.75
Fourth Quarter......................................... 17.00 6.00

1995
First Quarter.......................................... 23.13 15.50
Second Quarter (through May 15, 1995).................. 24.50 18.25
</TABLE>

On May 15, 1995, the last reported sale price of the Company's Common Stock
was $22.375 per share. As of May 12, 1995, there were approximately 207 record
holders of the Company's Common Stock.

DIVIDEND POLICY

The Company has never paid a cash dividend. It is the present policy of the
Company to retain earnings to finance the future growth and development of its
business and, therefore, the Company does not anticipate paying cash dividends
on its Common Stock in the foreseeable future. In addition, certain restrictions
in one of the Company's line of credit agreements restrict the Company's ability
to pay dividends.

11
<PAGE> 14

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1995, and as adjusted to reflect the receipt of net proceeds from the
sale of the shares of Common Stock pursuant to this offering at an assumed
offering price of $22.375 per share:

<TABLE>
<CAPTION>
MARCH 31, 1995
-----------------------
ACTUAL AS ADJUSTED
------- -----------
(THOUSANDS)
<S> <C> <C>
Long-term obligations................................................ $ 575 $ 575
Shareholders' equity:
Common Stock, 50,000,000 shares authorized, without par value;
9,322,682 shares issued and outstanding; 11,072,682 shares
outstanding as adjusted(1)...................................... 16,964 53,469
Retained earnings.................................................. 1,547 1,547
Cumulative translation adjustments................................. 3,632 3,632
------- -------

Total shareholders' equity...................................... 22,143 58,648
------- -------

Total capitalization....................................... $22,718 $59,223
======= =======
</TABLE>

- ---------------

(1) Excludes (i) 2,374,280 shares subject to options outstanding as of March 31,
1995 under the Company's Amended and Restated 1984 Stock Option Plan, 1994
Stock Option Plan and Amended and Restated Non-Employee Director Equity
Incentive Plan at a weighted average exercise price of $6.85 per share and
(ii) 50,000 shares issuable upon exercise of warrants outstanding as of
March 31, 1995 at a weighted average exercise price of $3.12 per share.
Since March 31, 1995, approximately 30,000 shares have been issued upon
exercise of options and warrants.

12
<PAGE> 15

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below as of and for the
years ended December 31, 1990, 1991, 1992, 1993 and 1994 have been derived from
the Consolidated Financial Statements of the Company audited by Coopers &
Lybrand L.L.P. The statement of operations data for the three-month periods
ended March 31, 1994 and 1995 and the balance sheet data at March 31, 1995 set
forth below are unaudited, but in the opinion of the management of the Company
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation thereof. The statement of operations data for
the three-month period ended March 31, 1995 is not necessarily indicative of
results to be expected for any future period. The selected consolidated
financial information set forth below should be read in conjunction with, and is
qualified in its entirety by, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's audited Consolidated
Financial Statements and Notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------ -------------------
1990 1991 1992 1993 1994 1994 1995
------- ------- ------- -------- ------- --------- -------
(THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................... $42,148 $52,449 $58,090 $ 46,856 $61,189 $12,986 $18,630
Cost of goods sold............... 13,782 16,364 18,864 16,836 20,388 4,740 6,207
------- ------- ------- -------- ------- ------- -------
Gross profit....................... 28,366 36,085 39,226 30,020 40,801 8,246 12,423
Research and development......... 6,931 10,867 16,181 17,570 11,962 2,772 3,357
Selling, general and
administrative................ 14,168 19,353 27,413 23,756 22,466 4,943 6,776
Restructuring.................... -- -- 2,767 5,988 -- -- --
------- ------- ------- -------- ------- ------- -------
Income (Loss) from operations...... 7,267 5,865 (7,135) (17,294) 6,373 531 2,290
Interest and other income
(expense), net................ 961 875 442 193 (662) (288) (170)
------- ------- ------- -------- ------- ------- -------
Income (Loss) before provision for
income taxes..................... 8,228 6,740 (6,693) (17,101) 5,711 243 2,120
Provision for income taxes....... 3,188 2,159 1,603 1,442 1,251 117 652
------- ------- ------- -------- ------- ------- -------
Net income (loss)........ $ 5,040 $ 4,581 $(8,296) $(18,543) $ 4,460 $ 126 $ 1,468
======= ======= ======= ======== ======= ======= =======
Earnings (Loss) per share(1):
Primary.......................... $ 0.61 $ 0.53 $ (1.01) $ (2.23) $ 0.47 $ 0.01 $ 0.14
Fully diluted.................... 0.61 0.53 (1.01) (2.23) 0.43 0.01 0.13
Weighted average number of shares
outstanding(1):
Primary.......................... 8,244 8,576 8,178 8,314 9,550 8,558 10,795
Fully diluted.................... 8,244 8,576 8,178 8,314 10,360 8,558 10,913
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------------------------------ ---------
1990 1991 1992 1993 1994 1995
------- ------- ------- -------- ------- ---------
(THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and
restricted cash.................. $16,397 $17,282 $10,067 $ 3,669 $ 7,653 $ 7,962
Working capital.................... 22,418 26,443 15,471 3,215 13,466 16,818
Total assets....................... 37,455 43,893 38,403 28,139 34,409 37,054
Long-term obligations.............. 680 437 204 323 654 575
Total shareholders' equity......... 30,316 36,345 28,751 11,693 18,720 22,143
</TABLE>

- ---------------

(1) Earnings (loss) per share and weighted average number of shares outstanding
have been retroactively adjusted to reflect the two-for-one stock split of
the Company's Common Stock effected in March 1995.

13
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Consolidated Financial Statements and the
Notes thereto included elsewhere in this Prospectus. Historical results and
percentage relationships among any amounts in the financial statements are not
necessarily indicative of trends in operating results for any future periods.

CORPORATE ORGANIZATION

The Company is organized into two divisions: Network Diagnostic and Network
Switching.

The Network Diagnostic Division develops and supplies diagnostic systems
for the communications marketplace. Its products are the foundation of the
Company's business and the source of the technology and expertise that has
facilitated the Company's entry into other markets.

The Network Switching Division capitalized on the Company's expertise in
SS7 to develop the EAGLE STP, a high-capacity, fault-tolerant packet-switching
platform first introduced in 1992.

As more fully described below, the Company experienced significant losses
in 1992 and 1993, but returned to profitability in 1994 as a result of actions
taken in connection with its December 1993 restructuring and increased market
acceptance of its products, particularly the EAGLE STP and the Chameleon Open.
See " -- 1993 Compared with 1992 -- Restructurings" and Note E to Consolidated
Financial Statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentages
that statement of operations items bear to total revenues:

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
---------------------------------------------
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
------------------------- ---------------
1992 1993 1994 1994 1995
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues........................................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold............................ 32.5 35.9 33.3 36.5 33.3
----- ----- ----- ----- -----
Gross profit.................................... 67.5 64.1 66.7 63.5 66.7
Research and development...................... 27.9 37.5 19.6 21.3 18.0
Selling, general and administrative........... 47.2 50.7 36.7 38.1 36.4
Restructuring................................. 4.8 12.8 -- -- --
----- ----- ----- ----- -----
Income (Loss) from operations................... (12.4) (36.9) 10.4 4.1 12.3
Interest and other income (expense), net...... 0.8 0.4 (1.1) (2.2) (0.9)
----- ----- ----- ----- -----
Income (Loss) before provision for income
taxes......................................... (11.6) (36.5) 9.3 1.9 11.4
Provision for income taxes.................... 2.8 3.1 2.0 0.9 3.5
----- ----- ----- ----- -----
Net income (loss).......................... (14.4)% (39.6)% 7.3% 1.0% 7.9%
===== ===== ===== ===== =====
</TABLE>

The following table sets forth, for the periods indicated, the revenues by
principal product line as a percentage of total revenues:

14
<PAGE> 17

The following table sets forth, for the periods indicated, the revenues by
geographic territory as a percentage of total revenues:

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
----------------------------------------
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
---------------------- -------------
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
North America.......................................... 59 % 54 % 59 % 53 % 59 %
Japan.................................................. 22 25 20 21 22
Europe................................................. 10 11 9 11 12
Rest of the World...................................... 9 10 12 15 7
---- ---- ---- ---- ----
Total........................................ 100 % 100 % 100 % 100 % 100 %
==== ==== ==== ==== ====

THREE MONTHS ENDED MARCH 31, 1995 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1994
</TABLE>

Revenues. The Company's revenues increased by $5.6 million or 43% during
the first quarter of 1995 due to higher sales of both switching and diagnostic
products.

Revenues from switching products increased by $1.4 million or 41% in the
first quarter of 1995 due to increased EAGLE STP sales. Revenues from diagnostic
products increased by $4.2 million or 44% primarily attributable to higher
worldwide signalling/wireless diagnostic product sales. Although sales of the
Chameleon Open were slightly lower than the prior year's first quarter due to
lower sales in Japan, the Company expects that 1995 sales of its Chameleon Open
will represent a higher percentage of diagnostic product revenues when compared
with 1994.

Revenues in North America increased by $4.0 million or 59% primarily as a
result of higher switching and signalling/wireless diagnostic product sales.
Sales in Japan increased by $1.3 million or 46% of which $468,000 was the result
of exchange rate fluctuations on currency translations. Other international
revenues increased by $329,000 or 10% primarily due to higher diagnostic product
sales, partially offset by lower switching product sales.

The impact of exchange rate fluctuations on currency translations increased
revenues by $461,000 or 2% and increased net income by $41,000 or 3% in the
first quarter of 1995.

Gross Profit. Gross profit as a percentage of revenues increased from 64%
in the first quarter of 1994 to 67% in the first quarter of 1995, primarily due
to lower per unit manufacturing overhead costs and higher margins on EAGLE STP
sales. Of the 3% increase in gross profit, lower per unit manufacturing costs
and higher margins on EAGLE STP sales accounted for approximately 2% and 1%,
respectively, of such increase. Changes in the following factors, among others,
may affect gross profit: product and distribution channel mix, competition,
customer discounts, supply and demand conditions in the electronic components
industry, internal manufacturing capabilities and efficiencies, foreign currency
fluctuations and general economic conditions.

Research and Development. Research and development expenses increased by
$585,000 or 21% in the first quarter of 1995 but decreased as a percentage of
revenue from 21% in the first quarter of 1994 to 18% in the first quarter of
1995. The increase in expenses was primarily attributable to the hiring of
additional personnel and contractors.

The Company believes that its future success depends in large part upon its
ability to continue to enhance existing products and develop new products that
maintain its technological competitiveness. The Company intends to continue to
make substantial investments in product and technology development and believes
that total research and development expenses will not change significantly as a
percentage of revenues in 1995.

15
<PAGE> 18

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $1.8 million or 37% in the first quarter of
1995 principally as a result of the hiring of additional personnel, higher
commissions due to higher sales and increased tradeshow and travel expenses.
Such expenses, however, decreased as a percentage of revenues from 38% in the
first quarter of 1994 to 36% in the first quarter of 1995.

Income Taxes. For the three months ended March 31, 1995, the Company had an
effective tax rate of 31%, compared to 48% in the first quarter of 1994. The
provisions for both periods were principally foreign taxes on the income of the
Company's Japanese subsidiary. In both periods, the Company was able to utilize
a portion of its prior years' U.S. loss carryforwards, and consequently provided
for taxes on its U.S. taxable income at the federal alternative minimum tax rate
and applicable state tax rates.

1994 COMPARED WITH 1993

Revenues. The Company's revenues increased by $14.3 million or 31% during
1994 due to higher sales of both switching and diagnostic products.

Revenues from switching products doubled in 1994 to $16.8 million due to
growing market acceptance of the Company's EAGLE STP product, particularly in
the cellular market. In 1994, 23 pairs of EAGLE STPs were sold (including one
pair sold under the Company's September 1994 distribution agreement with AT&T)
compared with 13 in 1993. The Company expects that 1995 sales of its network
switching products will continue to grow both in dollars and as a percentage of
total revenues although at a reduced percentage rate of growth compared with
1994.

Revenues from diagnostic products increased by 15%, or $5.8 million, to
$44.3 million. This increase was primarily driven by an $8.8 million increase in
worldwide sales of the Chameleon Open (which was first shipped in the second
quarter of 1993) and the September 1994 introduction of the Company's ATM
Application Module for this product. Sales of the Chameleon Open represented 26%
of 1994 total diagnostic product sales compared with 7% in 1993. These increases
were partially offset by lower worldwide sales of certain older diagnostic
products as the Company continued its product evolution to the Chameleon Open
platform supporting multiple protocol diagnostics.

Revenues in North America increased by $10.8 million or 43% as a result of
higher switching and diagnostic product sales. Despite slightly lower sales of
diagnostic products, revenues in Japan increased by $520,000 or 4% due to the
impact of favorable exchange rates in 1994. Other international revenues grew
$3.0 million or 31% primarily due to higher switching product sales.

The impact of exchange rate fluctuations on currency translations increased
revenues by approximately $1.0 million or 2% and increased net income by $86,000
or 2%.

Gross Profit. Gross profit as a percentage of revenues improved from 64% in
1993 to 67% in 1994 principally due to lower per unit manufacturing overhead
costs and higher margins on EAGLE STP sales due to shipments of larger systems
and reduced sales discounts. Of the 3% increase in gross profit, lower per unit
manufacturing overhead costs and higher margins on EAGLE STP sales accounted for
approximately 2% and 1%, respectively, of such increase. The gross profit
percentage on switching products is generally lower than on diagnostic products.

Research and Development. Research and development expenses in 1994
decreased by $5.6 million or 32% and from 38% to 20% as a percentage of
revenues. These decreases were attributable primarily to reduced headcount in
research and development and termination of certain projects following the
December 1993 restructuring in which certain product lines were discontinued.
Expenses related to EAGLE also declined due to completion of its initial
development.

16
<PAGE> 19

Selling, General and Administrative. Selling, general and administrative
expenses in 1994 decreased by $1.3 million or 5% primarily as a result of the
December 1993 restructuring. The decline due to the restructuring was partially
offset by employee bonuses and increased sales commissions based upon the
achievement in 1994 of certain business performance targets.

Income Taxes. In 1994, the Company had an effective tax rate of 22%,
compared to 8% in 1993. The provisions for both years were principally foreign
taxes on the income of the Company's Japanese subsidiary. In 1994, the Company
was able to utilize a portion of its prior years' U.S. loss carryforwards, and
consequently provided for taxes on its U.S. taxable income at the federal
alternative minimum tax rate and applicable state tax rates.

The 1993 provision was impacted by the Company's inability to recognize any
benefit for its U.S. loss and credits carryforwards, which remain available to
reduce future U.S. taxes.

The Company anticipates that it has sufficient loss and credits
carryforwards available in 1995 to offset its expected U.S. taxes, and therefore
its federal and state effective tax rates should be similar in 1995 to those in
1994. However, the Company's overall tax rate is significantly influenced by the
level of income derived from its Japanese subsidiary.

1993 COMPARED WITH 1992

Revenues. The Company's revenues declined by $11.2 million or 19% during
1993 primarily due to lower sales of diagnostic products, partially offset by
increased sales of switching products.

The decrease in revenues was primarily due to delayed product introductions
and difficult economic conditions worldwide. As part of its restructuring, the
Company further rationalized its business lines to enhance its ability to be
successful within its resource constraints for 1994 and thereafter. See
"Restructurings."

Revenues from diagnostic products decreased by $15.7 million or 29%. Of
this amount, sales of the signalling/wireless diagnostic products decreased by
$9.3 million or 43% primarily due to lower sales in the U.S. following an
unusually high level of sales during the first nine months of 1992, which was
primarily related to the significant SS7 deployment by the RBOCs. In addition,
sales of diagnostic products for LAN and WAN applications decreased by $5.8
million or 20% due primarily to lower worldwide sales of LAN and field service
protocol analyzers. This decrease was partially offset by sales of the Chameleon
Open which first shipped in the second quarter of 1993. Sales of LAN protocol
analyzers declined due to a slowed market for FDDI research and development, the
emergence of competing technologies such as ATM and increased competition.

Revenues from switching products increased by $4.5 million or 115%
primarily due to higher sales of EAGLE STPs products in the U.S., higher sales
of other switching products in Canada and the first international EAGLE STP sale
in New Zealand.

Revenues in North America decreased by $9.1 million or 27% primarily as a
result of lower sales of diagnostic products partially offset by higher
switching product sales. Sales in Japan decreased by $782,000 or 6% due to lower
field service diagnostic product sales. Other international sales decreased by
$1.3 million or 12% primarily due to lower sales of LAN/WAN and field service
diagnostic products, partially offset by the first international EAGLE STP sale.

The impact of exchange rates fluctuations on currency translations
increased revenues by $1.4 million or 3% and decreased net loss by $100,000 or
1%.

Gross Profit. Gross profit as a percentage of revenues decreased from 68%
in 1992 to 64% in 1993 principally due to changes in the product mix of the
Company's sales and a higher percentage of fixed overhead costs due to lower
revenues. The changes in the product mix reflected a shift in the Company's
sales to a lower proportion of sales of higher margin signalling/wireless
diagnostic products and a higher proportion of EAGLE products which carried
lower margins than the Company's traditional diagnostic business due in part to
marketing strategies to gain market position. Of the 4% decline in

17
<PAGE> 20

gross profit, changes in the product mix of the Company's sales and higher
percentage of fixed overhead costs each accounted for approximately 2% of such
decline.

Research and Development. Research and development expenses increased by
$1.4 million or 9% in 1993. This increase was due primarily to the hiring of
additional engineering personnel and increased third-party contractor costs
incurred in connection with the ongoing development of EAGLE, which was in the
early stages of its product life cycle.

Research and development expenses increased as a percentage of revenues
primarily due to lower than anticipated overall revenues and increased expenses
as described above. Research and development expenses for EAGLE accounted for
approximately 36% of the total research and development expenses for 1993.

The Company also capitalized software development costs totaling $165,000
in 1993 related principally to SMDS, the Company's new broadband WAN
application, as compared to $2.6 million in 1992.

Selling, General and Administrative. Selling, general and administrative
expenses decreased by 13% in 1993. Selling expenses decreased by $2.3 million
and general and administrative expenses decreased by $1.3 million, primarily as
a result of the expense reduction measures implemented as part of the December
1992 restructuring and lower legal expenses, partially offset by a currency
translation effect of approximately $450,000 on the Company's foreign
operations.

Restructurings. During 1992 and 1993, the Company recorded restructuring
charges of $2.8 million and $6.0 million, respectively. The cost savings
realized in connection with such restructurings were consistent with those
anticipated. See Note E to Consolidated Financial Statements.

Income Taxes. Although the Company's pre-tax results showed a loss for the
years ended December 31, 1992 and 1993, the effective tax rates were 24% and 8%,
respectively. The provisions principally consisted of foreign taxes on the
income of the Company's Japanese subsidiary and reflected the Company's
inability to recognize any benefit for its U.S. loss and credits carryforwards,
which remain available to reduce future U.S. taxes.

18
<PAGE> 21

QUARTERLY RESULTS

The following tables set forth selected unaudited quarterly consolidated
statement of operations items and the percentages such items bear to total
revenues. In the opinion of the Company, this information has been prepared on
the same basis as the audited consolidated financial statements appearing
elsewhere in this Prospectus and all necessary adjustments (consisting only of
normal recurring adjustments) have been included to present fairly the results
of operations for such periods. Results of any one or more quarters are not
necessarily indicative of annual results or continuing trends. See "Risk
Factors -- Fluctuations in Quarterly Operating Results; Seasonality in Sales and
Order Levels; Lengthy Sales Cycle of EAGLE STP."

<TABLE>
<CAPTION>
QUARTERS ENDED(1)
--------------------------------------------------------------------------------------------------------
MARCH SEPT. MARCH SEPT. MARCH
31, JUNE 30, 30, DEC. 31, 31, JUNE 30, 30, DEC. 31, 31,
1993 1993 1993 1993 1994 1994 1994 1994 1995
-------- -------- -------- -------- -------- -------- -------- -------- --------
(THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. $ 11,157 $ 11,425 $ 12,658 $ 11,616 $ 12,986 $ 13,810 $ 15,638 $ 18,755 $ 18,630
Cost of goods
sold.............. 3,848 3,927 5,036 4,025 4,740 4,316 5,032 6,300 6,207
-------- -------- -------- -------- -------- -------- -------- -------- --------
Gross profit.......... 7,309 7,498 7,622 7,591 8,246 9,494 10,606 12,455 12,423
Research and
development....... 4,283 4,430 4,460 4,397 2,772 2,742 3,066 3,382 3,357
Selling, general and
administrative.... 6,043 6,237 5,738 5,738 4,943 5,336 5,568 6,619 6,776
Restructuring....... -- 400 -- 5,588 -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income (Loss) from
operations.......... (3,017) (3,569) (2,576) (8,132) 531 1,416 1,972 2,454 2,290
Interest and other
income (expense),
net............... 2 66 15 110 (288) (200) (92) (82) (170)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income (Loss) before
provision for income
taxes............... (3,015) (3,503) (2,561) (8,022) 243 1,216 1,880 2,372 2,120
Provision for income
taxes............. 319 320 243 560 117 339 523 272 652
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net income
(loss)...... $ (3,334) $ (3,823) $ (2,804) $ (8,582) $ 126 $ 877 $ 1,357 $ 2,100 $ 1,468
======== ======== ======== ======== ======== ======== ======== ======== ========
Earnings (Loss) per
share(2):
Primary............. $ (0.40) $ (0.46) $ (0.34) $ (1.02) $ 0.01 $ 0.10 $ 0.15 $ 0.20 $ 0.14
Fully diluted....... (0.40) (0.46) (0.34) (1.02) 0.01 0.10 0.14 0.20 0.13
Weighted average
number of shares
outstanding(2):
Primary............. 8,272 8,274 8,328 8,380 8,558 9,064 9,262 10,436 10,795
Fully diluted....... 8,272 8,274 8,328 8,380 8,558 9,064 9,740 10,644 10,913
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods
sold.............. 34.5 34.4 39.8 34.7 36.5 31.3 32.2 33.6 33.3
----- ----- ----- ----- ----- ----- ----- ----- -----
Gross profit.......... 65.5 65.6 60.2 65.3 63.5 68.7 67.8 66.4 66.7
Research and
development....... 38.3 38.8 35.2 37.8 21.3 19.9 19.6 18.0 18.0
Selling, general and
administrative.... 54.2 54.6 45.3 49.4 38.1 38.6 35.6 35.3 36.4
Restructuring....... -- 3.5 -- 48.1 -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- -----
Income (Loss) from
operations.......... (27.0) (31.3) (20.3) (70.0) 4.1 10.2 12.6 13.1 12.3
Interest and other
income (expense),
net............... -- 0.6 0.1 0.9 (2.2) (1.4) (0.6) (0.4) (0.9)
----- ----- ----- ----- ----- ----- ----- ----- -----
Income (Loss) before
provision for income
taxes............... (27.0) (30.7) (20.2) (69.1) 1.9 8.8 12.0 12.7 11.4
Provision for income
taxes............. 2.9 2.8 1.9 4.8 0.9 2.5 3.3 1.5 3.5
----- ----- ----- ----- ----- ----- ----- ----- -----
Net income
(loss)...... (29.9)% (33.5)% (22.1)% (73.9)% 1.0% 6.3% 8.7% 11.2% 7.9%
----- ----- ----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- ----- ----- -----
</TABLE>

- ---------------

(1) The Company operates under a thirteen-week calendar quarter, however, for
financial statement presentation purposes, the reporting periods are
referred to as ended on the last calendar day of the quarter. During 1993
and 1994, the quarters ended on: April 2, 1993; July 2, 1993; October 1,
1993; December 31, 1993; April 1, 1994; July 1, 1994; September 30, 1994;
December 31, 1994; and March 31, 1995.

(2) Earnings (loss) per share and weighted average number of shares outstanding
have been retroactively adjusted to reflect the two-for-one stock split of
the Company's Common Stock effected in March 1995.

19
<PAGE> 22

Tekelec typically operates with a limited backlog, and most of its revenues
in each quarter result from orders received in that quarter. Further, Tekelec
typically generates a significant portion of its revenues for each quarter at or
near the end of the quarter. Tekelec establishes its expenditure levels based on
its expectations as to future revenues, and if revenue levels in any quarter
were to fall below expectations this would cause expenses to be
disproportionately high. Therefore, a drop in near term demand would adversely
affect revenues, causing a disproportionate reduction in profits or even losses
in any quarter. Tekelec's operating results may fluctuate for this reason or as
a result of a number of other factors, including general economic and political
conditions (such as recessions in the U.S. and Japan), capital spending patterns
of Tekelec's customers, increased competition, variations in the mix of sales,
fluctuation in proportion of foreign sales and announcements of new products by
Tekelec or its competitors. As occurred in the first quarter of 1995, the
Company typically experiences lower sales and order levels in the first quarter
when compared with the preceding fourth quarter due primarily to the capital
spending patterns of its customers.

In 1994, Tekelec's quarterly revenues increased by up to 61% as compared to
prior year's quarters. The Company believes these increases resulted from
increased market acceptance of its products. The Company's results for 1993
include pre-tax restructuring charges amounting to $400,000 in the second
quarter and $5.6 million in the fourth quarter and the effect of the Company's
inability throughout the year to currently recognize benefits amounting to $8.0
million for its tax loss and credits carryforwards. The Company's results for
1994 include the effect of the Company's ability to recognize benefits amounting
to $1.6 million for its tax loss carryforwards.

The significant increase in the weighted average number of shares
outstanding in the fourth quarter of 1994 is primarily attributable to the
exercise of options during the period and the dilutive effect of outstanding
options under the treasury stock method following the increase in the price of
the Company's Common Stock. In light of subsequent increases in the price of the
Company's Common Stock and the issuance of shares contemplated hereby, the
weighted average number of shares outstanding in the second quarter of 1995 and
in subsequent periods will be significantly higher than in prior periods.

LIQUIDITY AND CAPITAL RESOURCES

During 1994, the Company financed its net working capital and capital
expenditure requirements principally from operations, available cash and
utilization from time to time of its U.S. credit facilities. During the
three-month period ended March 31, 1995, the Company financed its net working
capital and capital expenditure requirements principally from operations,
available cash and proceeds from the issuance of Common Stock resulting from the
exercise of options and warrants. At March 31, 1995, the Company had $7.0
million of cash and cash equivalents, representing an increase of $309,000 from
the balance at December 31, 1994.

Accounts receivable, including amounts due from related parties, increased
by 63% during 1994 due primarily to a 61% increase in sales for the fourth
quarter of 1994 over 1993 fourth quarter sales. A significant portion of the
Company's quarterly sales are concentrated in the last month of each quarter.
Inventories decreased by 7% during 1994 primarily due to continued efforts to
maximize inventory efficiency. Accounts receivable, including amounts due from
related parties, increased by 4% during the first three months of 1995 due
primarily to a higher concentration of sales in the last month of the first
quarter of 1995 compared to the fourth quarter of 1994. Inventories increased by
40% during the first quarter of 1995 primarily due to the need to maintain
additional inventory to meet anticipated demand for EAGLE and Chameleon Open
products. Accrued payroll and related expenses decreased by 48% principally due
to the payment of 1994 employee bonuses.

Capital expenditures were reduced to $1.5 million during 1994 in connection
with steps taken to improve the Company's liquidity following the December 1993
restructuring. The Company expects that its capital expenditures will increase
significantly in 1995, primarily in connection with the planned acquisition of
equipment for research and development and sales demonstration.

20
<PAGE> 23

Capital expenditures amounted to $912,000 during the first three months of 1995
in connection with the planned replacement and addition of such equipment.

Net cash provided by financing activities in 1994 was $338,000, which
represented $1.6 million in proceeds from the issuance of Common Stock resulting
from the exercise of options and warrants and $860,000 in net proceeds from the
issuance of long-term debt, offset primarily by repayments of short-term
borrowings. Net cash provided by financing activities in the first quarter of
1995 was $753,000, which represented $1.0 million in proceeds from the issuance
of Common Stock resulting from the exercise of options and warrants, partially
offset by repayments of short-term borrowings and other obligations.

The Company has a $7.5 million line of credit and a $2.0 million line of
credit with U.S. banks and lines of credit aggregating $3.9 million available to
the Company's Japanese subsidiary from various Japan-based banks.

The Company's $7.5 million line of credit with a U.S. bank is
collateralized by substantially all of the Company's assets, bears interest at
the U.S. prime rate (9.0% at March 31, 1995) plus 2.5% per annum and expires
September 30, 1995, if not renewed. Maximum borrowings available under the line
of credit are based on eligible accounts receivable and amounted to $6.7 million
at March 31, 1995, of which $30,000 was then outstanding. This line of credit
includes a $1.0 million long-term credit facility payable in 47 monthly
installments of $20,000 each which began in June 1994 and a final installment of
$60,000 due in May 1998, or upon the expiration of the underlying $7.5 million
line of credit, if not renewed. At March 31, 1995, $800,000 was outstanding
under this long-term facility, of which $560,000 was included under long-term
debt.

In February 1994, the Company established a $2.0 million line of credit
with a U.S. bank, collateralized by restricted cash deposits in Japan, with
interest at the U.S. prime rate plus 0.375% per annum. This line of credit
expires May 31, 1995, if not renewed. Borrowings at any time may not exceed the
cash amount on deposit. At March 31, 1995, $1.0 million was outstanding under
this line of credit.

The Company's Japanese subsidiary has collateralized yen-denominated lines
of credit with Japan-based banks, primarily available for use in Japan,
amounting to the equivalent of $3.9 million with interest at the Japanese prime
rate (3% at March 31, 1995) plus 0.125% per annum which expire between May 29,
1995, and March 31, 1996, if not renewed. There have been no borrowings under
these lines of credit.

Upon the expiration of the above-described credit facilities, the Company
believes that, if necessary, it would be able to arrange for credit facilities
on terms generally no less favorable than those described above.

The Company believes that proceeds from this offering together with funds
generated from operations, existing working capital and current bank lines of
credit should be sufficient to satisfy anticipated operating requirements at
least through 1995.

21
<PAGE> 24

FOREIGN EXCHANGE

International operations are subject to certain opportunities and risks,
including currency fluctuations. In 1992, 1993 and 1994, weighted average
exchange rates for certain key currencies strengthened (weakened) against the
U.S. dollar as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
1992 1993 1994
----- ----- -----
<S> <C> <C> <C>
Japanese yen............................. 6% 13% 9%
Canadian dollar.......................... NA* (4)% (9)%
</TABLE>

- ---------------

* 1992 change versus 1991 not applicable as the Company's Canadian operations
did not begin operations until 1992.

At March 31, 1995, the Japanese yen had strengthened against the U.S.
dollar by 12% compared to December 31, 1994. The Canadian dollar did not change
significantly in the three months ended March 31, 1995.

The change in cumulative translation adjustment in 1994 was due primarily
to the strengthening of the Japanese yen against the U.S. dollar. Exchange gains
(losses) are recorded in interest and other income (expense), net and amounted
to $(132,000), $253,000 and $(235,000) in 1992, 1993 and 1994, respectively.
Exchange gains and losses include the remeasurement of certain currencies into
functional currencies and the settlement of intercompany balances.

22
<PAGE> 25

BUSINESS

Certain terms used in this Prospectus are defined in the Glossary
on pages 43-44.

Tekelec designs, manufactures and markets advanced diagnostic systems and
innovative network switching solutions for the global communications
marketplace. The Company is a leading supplier of diagnostic systems used in the
design, installation and maintenance of a broad range of communications
equipment and networks. Tekelec's EAGLE STP switching platform enables operators
of wireline and wireless networks to deliver Advanced Intelligent Network (AIN)
services such as Caller ID and personal number calling as well as digital
wireless services such as Personal Communications Systems (PCS) and Global
Systems for Mobile (GSM). The Company sells its diagnostic systems worldwide to
long distance carriers, telephone operating companies, communications equipment
manufacturers, wireless and cellular network operators and government agencies.
The Company's switching products have been sold primarily to U.S. independent
telephone companies (ITCs) and cellular providers through the Company's direct
sales force and distribution and marketing relationships with AT&T Corp. (AT&T)
and Stratus Computer, Inc. (Stratus).

INDUSTRY BACKGROUND

Deregulation and privatization worldwide have intensified competition among
existing operators of public communications networks and encouraged the entrance
of new service providers. At the same time, the convergence of telephony and
computing is resulting in end-users demanding new and enhanced high quality
communications services at lower cost. As a result, network operators are
increasingly pressured to reduce the time and expense required to introduce such
services. Together, these forces are creating the need for new equipment and
infrastructure for both wireline and wireless networks.

Public Networks: Increased Competition and Complexity

In the U.S., long distance carriers and Regional Bell Operating Companies
(RBOCs) are increasingly competing with one another and with new competitive
service providers that have entered the local and long distance markets. The
rapid growth of cellular and wireless networks has also further increased the
number of communications alternatives offered to end users. In response to this
environment, operators of public networks are seeking to lower their costs and
differentiate themselves by rapidly introducing new services. These include
high-speed data services such as Asynchronous Transfer Mode (ATM) and Frame
Relay, Advanced Intelligent Network (AIN) services such as Caller ID, voice
messaging, personal number calling which assigns a number to a user rather than
a location and customized routing and billing as well as digital wireless
services such as PCS and GSM.

While communications markets are becoming increasingly competitive, a
proliferation of standards and protocols is making the design and operation of
communications networks more complex. Demand for high speed communications
integrating voice, data and video is growing rapidly. Services based on emerging
technologies, such as ATM, Frame Relay and SMDS, are being deployed while
Integrated Services Digital Network (ISDN) is increasingly available to provide
end-user access to combined voice and data services. In addition, network
operators must also support protocols such as FDDI and Ethernet as an increasing
number of Local Area Networks (LANs) are being interconnected across their Wide
Area Networks (WANs).

As a result, network operators have become more demanding of communications
equipment suppliers to provide solutions that enable them to increase the
overall functionality and flexibility of their networks at a lower cost.

23
<PAGE> 26

Diagnostic Tools

The proliferation of standards and protocols and the increasing complexity
of communications equipment is creating a need for new, more sophisticated
diagnostic systems capable of simultaneously testing multiple existing and
emerging technologies. Network operators use diagnostic tools to efficiently
monitor network performance, simulate network services and test interoperability
of equipment. In an increasingly competitive environment, network operators need
diagnostic systems that can reduce time to market by shortening the testing
cycles necessary to model and implement new services. In addition, network
operators require advanced diagnostic solutions that verify reliability of
network elements, offer flexibility to support new standards and protocols as
they emerge and enable them to centralize the testing expertise within their
organizations.

Equipment manufacturers use diagnostic tools to design and test their
products, such as switches, hubs and routers, for conformance to new and
existing standards and to simulate network operating conditions. Manufacturers
seek diagnostic tools that enable them to reduce their product development
cycles and testing costs that are principal contributors to product development
time and expense. Furthermore, diagnostic tools with a flexible architecture are
necessary to accommodate the rapid changes in technology.

Advanced Intelligent Network (AIN) Switching

In response to competition, network operators are seeking to differentiate
themselves by offering advanced voice and data communications services. The AIN
is a network architecture and a set of standards designed to allow network
operators to create, deploy and modify these services quickly and economically.
AIN services represent the merging of telephony with database information
through signalling. Such services include Caller ID, voice messaging, personal
number calling and customized routing and billing as well as digital wireless
services such as PCS and GSM.

The enabler of AIN is a highly complex protocol called the Common Channel
Signalling System No. 7 (SS7). The AIN architecture uses two separate but
parallel paths: one to handle the voice or data traffic and a second to carry
the signalling information for call set-up and routing. Network operators
utilize the AIN architecture to increase the efficiency of their network by
offloading signalling traffic onto the SS7 network. This frees up trunk line
capacity needed for revenue generating traffic. Network operators are
increasingly using SS7 networks as a source of competitive advantage to
introduce new services through software changes in AIN network elements rather
than in central office switches. The key network elements in the AIN
architecture are as follows and depicted on the following page.

Signal Transfer Point (STP) -- An STP is a switch that handles the
signalling messages used to set up telephone calls, queries external
databases for routing and processing information and dispatches call
handling instructions.

Service Switching Point (SSP) -- An SSP is a component of the central
office switch that sets up trunk connections. When an SSP identifies an AIN
call, it routes a signalling message to the STP and awaits further
instructions for call processing.

Service Control Point (SCP) -- An SCP is a computer database that is
accessed by STPs for customer call routing and other special information
required for AIN services.

24
<PAGE> 27

ADVANCED INTELLIGENT NETWORK ARCHITECTURE

(See EDGAR Appendix)

The above diagram is a schematic representation of the AIN architecture
based on the SS7 standard. It shows the relationship between the SS7 signalling
network and the wireline and wireless networks. The SS7 signalling network is a
separate network within the telephone network that is used to switch data
messages to connect telephone calls and maintain the SS7 signalling network.

Additional components of the AIN architecture include Service Creation
Environments (SCE) used to create new software-based services and Service
Management Systems (SMS) used for billing and administration.

While SS7 has been available since the 1980s, to date it has been used
principally to support intelligent services such as call set-up, 800 number
calling and calling card verification. AIN standards and services have only
recently emerged and the number and complexity of these services continues to
grow. Services such as Caller ID, voice messaging, personal number calling and
customized routing and billing as well as digital wireless services such as PCS
and GSM, all require SS7 networking technology. ISDN, driven by the growth of
the Internet and telecommuting, is also increasing the need for SS7 to provide
the signalling connectivity for ISDN applications.

The accelerating rate of introduction of these new enhanced services
enabled by SS7 has placed increasing demand for functionality and capacity on
the installed base of older generation STPs. These devices are, in most cases,
modified central office digital switches that fundamentally were not optimized
for AIN purposes. In addition, the telecommunications industry is evolving
towards an architecture of more intelligent distributed switching in which the
software will allow for third party developers to be involved in creating
applications.

With competition among network operators accelerating the deployment of AIN
services, the strategic and economic value of sophisticated switching equipment
optimized for SS7 applications is rapidly increasing. In addition, the
importance of SS7 networks to network operators mandates extremely high
reliability and fault tolerance from the equipment as well as higher throughput
and scalability to support the rapid but unpredictable growth in enhanced AIN
services. Companies that offer SS7-based products that are built on scalable,
open distributed architectures and enable AIN applications can benefit from this
industry shift.

25
<PAGE> 28

THE TEKELEC SOLUTION

The Company has leveraged its expertise in a broad range of communications
technologies and network protocols to provide equipment manufacturers and
network operators products that meet their advanced diagnostic and AIN switching
needs.

Network Diagnostic. Tekelec is a leading supplier of highly-integrated
powerful diagnostic systems for the proliferation of increasingly complex and
high speed communications standards and protocols. The Company believes that the
open distributed, standards-based architecture of its Chameleon Open and
MGTS/GSMT products enable it to offer performance features and diagnostic
solutions that are superior to those offered by its competitors. These systems
are networkable and incorporate software-based solutions to enable the Company
to develop new applications to support emerging technologies. These products can
be deployed in a variety of configurations to address customers' specific
diagnostic needs in both research and development and network operations
environments.

Network Switching. Tekelec's EAGLE STP is designed to meet the demands of
SS7 switching to enable network operators to deliver AIN services for wireline
and wireless communications networks. Tekelec's EAGLE platform features a
fully-distributed, standards-based, open architecture. It offers scalability and
performance advantages which provide for flexibility in the design and
implementation of SS7 networks. The system's reliability, ease of management and
maintenance, and the ability to support evolving services are critical features
to customers. Tekelec's EAGLE STP can be configured to meet customers' specific
needs for capacity, functionality and cost effectiveness.

STRATEGY

The Company's objective is to be the premier developer and supplier of
advanced diagnostic systems and innovative network switching devices to existing
and emerging communications markets. The Company positions its products to
capitalize on the evolution of AIN services and internetworking worldwide. Key
elements of the Company's strategy include:

Leverage Expertise in Communications Technologies. The Company believes its
core competitive strength is the breadth and depth of its knowledge and
expertise in communications technologies, particularly in signalling, wireless
and broadband. The Company has developed this expertise over a period of 15
years and continues to augment its capabilities. The Company seeks to expand the
applications for its technology and to capitalize on the breadth of its broad
range of communications expertise to develop new products, as it has done with
the EAGLE STP.

Target Key Emerging Markets. The Company's new products and ongoing
research and development efforts are targeted at emerging, high growth
communications markets including:

- Signalling, such as SS7, to provide network-based distributed
intelligence and access for AIN services;

- Digital wireless services based upon GSM and emerging PCS standards to
provide universal mobile access for AIN-based voice and data services;
and

- Broadband multimedia services based upon ATM to provide video, image,
voice and data transmissions over a single network connection.

Emphasize High Performance, Software-Based Products. The Company's key
products utilize open distributed architectures that facilitate the development
of new applications, expansion of capacity and implementation of technical
advances. The Company's modular product platforms are designed to enable the
Company to (i) maximize product features, (ii) reduce the time required to bring
new products and applications to market and (iii) modify the features of its
products as standards evolve. Because the intelligence of the Company's products
is largely implemented

26
<PAGE> 29

through software which it has developed over a number of years, the Company
believes that the technical features and flexibility of its products cannot
easily be matched by competition.

Increase Market Penetration through Strategic Relationships. In order to
gain increased acceptance and market penetration for its EAGLE STP product, the
Company has focused on forming strategic relationships with leading
communications equipment providers. The Company has formed relationships with
AT&T and Stratus and intends to form additional alliances to continue to
strengthen its competitive position and address new markets. The Company
believes that its relationships with AT&T and Stratus demonstrate recognition of
the EAGLE STP's technical advantages.

Provide Responsive Technical Support and Service. In order to maintain its
competitive position, promote customer satisfaction and enhance the market for
its products, the Company is committed to providing rapid, high level support
and service to its customers. The Company believes that direct contact with its
customers allows it to anticipate future product requirements and promotes
customer satisfaction.

PRODUCTS

Network Diagnostic Systems

Equipment manufacturers and network operators use the Company's diagnostic
systems to perform a wide variety of simulation and analysis to detect, diagnose
and isolate communications problems. The Company's proprietary simulation
language enables the controlled imitation of communications devices, traffic
loads, and networks. Its analysis software helps monitor, selectively capture
and interpret digitized pulses transmitted through a network. Uses of the
Company's products include the following:

- Designing Communications Equipment. By simulating existing and emerging
communications devices (e.g., digital switches, STPs, SCPs, routers and
hubs) and protocols (e.g., ATM, SS7, ISDN, FDDI and Ethernet), the
Company's products assist engineers in designing communications devices
that will be compatible with, and minimize potential breakdowns of, the
networks in which the devices will be deployed.

- Ensuring Product Reliability. By simulating a wide range of operating
situations, including protocol errors and other network failures, the
Company's products can help ensure that communications equipment
manufacturers produce devices that will operate error-free, thereby
reducing costly failures after installation.

- Verifying Certification. By executing certain standard tests, network
operators and manufacturers use the Company's products to verify that
communications devices meet specified standards (e.g., X.25, ISDN and
SS7).

- Monitoring Networks. By collecting and analyzing traffic, the Company's
products can monitor networks on a continuous basis and provide notice of
system failures.

- Troubleshooting. By identifying the specific location and type of
communication error, the Company's products can isolate which network
device has failed (e.g., channel bank or PBX). The Company's products
help technicians and engineers repair devices and networks promptly and
minimize expensive downtime.

The Company's principal diagnostic systems are:

Chameleon Open. The Chameleon Open is a multiprotocol analyzer that
features a flexible open architecture for a family of applications that provide
simultaneous full bandwidth testing of broadband, LAN and WAN equipment and
networks. It can perform tests at speeds up to 155 Mbps and currently supports a
number of protocols and interfaces including ATM, SMDS, FDDI, Frame Relay, ISDN
PRI, TCP/IP, X.25, T1, E1, Ethernet and Token Ring. The Chameleon Open is based
on

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<PAGE> 30

an Intel x86-based hardware platform and a UNIX operating system incorporating
an X-Windows, Motif graphical user interface. Each system supports, depending on
its configuration, up to 12 network interfaces simultaneously and can be
configured as either a portable or rack mounted system. Multiple systems can be
networked in a LAN or WAN configuration.

MGTS/GSMT. The MGTS/GSMT system is used primarily for SS7-based device
simulation, load generation and network monitoring. In its fully configured
form, the system includes Tekelec's proprietary programming tool, PASM, that can
be used to design customized testing scenarios. The MGTS/GSMT software runs on
Sun Microsystems and Hewlett-Packard UNIX operating systems with an X-Windows,
Motif graphical user interface. The MGTS/GSMT systems support a number of
protocols, including SS7, AIN, GSM, IS-41 and personal digital communications
(PDC) networks. Each system can simulate up to 32 SS7 links or 16 network nodes
simultaneously, and a number of MGTS may be networked together.

Chameleon 32 Plus. The Chameleon 32 Plus is a sophisticated diagnostic
system that simulates and analyzes multiple types of communications devices and
networks. Research and development users utilize the Chameleon 32 to
comprehensively test ISDN primary and basic rate interfaces, SS7 and data
protocols such as Frame Relay and X.25.

List prices for the Company's principal diagnostic products range from
approximately $35,000 to $150,000 depending on configuration.

Network Switching Products

EAGLE STP. The Company introduced the EAGLE STP in early 1992. The EAGLE
STP is designed to meet the demands of SS7 switching and features a fully
distributed standards-based open architecture. Its open distributed
architecture, high capacity and throughput are tailored to the SS7 switching
needs of common carriers, local exchange carriers and PCS and cellular
operators. The EAGLE STP is economically scalable in configurations from 8 to
268 links. On-going software releases provide continual product improvement to
meet the evolving needs of end users. As is required in SS7 networks, the EAGLE
is sold and deployed in pairs, for redundancy. The EAGLE has the following
features:

Designed for SS7 Standards. The EAGLE STP is designed to exceed the
requirements for STPs as defined by Bell Communications Research (Bellcore) and
presently supports both American National Standards Institute (ANSI) and
International Telephone and Telegraph Consultative Commission (CCITT) SS7
standards. Bellcore defines the standards used primarily by the RBOCS for
equipment used in their networks. EAGLE is currently undergoing initial
technical audit by Bellcore. See "-- Sales, Marketing and Support."

Powerful, Distributed Architecture. The EAGLE STP features a fully
distributed, open architecture, utilizing Intel x86 microprocessors. The
performance of the product results from its uniquely distributed architecture
and the elimination of central processors. In the EAGLE STP, all SS7 network
intelligence, including SS7 routing information, is distributed among up to 134
signalling interfaces, each with its own dedicated processor. Each interface is
interconnected via a high speed, redundant bus subsystem. The bus subsystem
utilizes two, counter-rotating 125 Mbps busses and features proprietary
switching and buffering algorithms, which minimize collision and guarantee
message delivery between all attached interfaces. All interfaces attached to the
bus subsystem are hot-swappable, so that interface repair or replacement does
not affect system operation.

Open Software Architecture. The EAGLE STP's software is fully modular and
written entirely in industry standard programming languages. All software is
released in complete versions, eliminating the need for interim patching in
order to minimize the potential for errors. EAGLE STP software is optimized for
the capacity and redundancy features of the host hardware. Users of the EAGLE
STP can add functionality and services to their network, utilizing the EAGLE
STP's open software interfaces.

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<PAGE> 31

Ease of Operation and Maintenance. EAGLE STP installations generally do not
require any enhancements to the central office's power supply, cooling system or
flooring and require less than 36 square feet of space. An EAGLE STP can usually
be installed in less than one week. No scheduled maintenance is required to
support the EAGLE STP, eliminating the requirement for on-site personnel.

Prices for a pair of EAGLE STPs typically range from approximately $250,000
to $2,000,000, depending on configuration and associated software applications.

Compliance with Industry Standards

The Company's products are designed to meet a significant number of
standards and regulations, some of which are evolving as new technologies are
deployed. In the United States, the Company's products must comply with various
regulations defined by the Federal Communications Commission (FCC) and
Underwriters Laboratories as well as standards established by Bellcore and the
ANSI. Internationally, the Company's products must comply with standards
established by telecommunications authorities in various countries as well as
with recommendations of the CCITT and the International Standards Organization
(ISO). The failure of the Company's products to comply, or delays in compliance,
with the various existing and evolving standards could have a material adverse
effect on the Company's business and operating results. See "Risk
Factors -- Compliance with Regulations; Evolving Industry Standards; Broader
Market Acceptance of EAGLE STP."

PRODUCT DEVELOPMENT

The communications market is characterized by rapidly changing technology,
evolving industry standards and frequent new product introductions. Standards
for new services such as ATM, AIN and PCS are still evolving. As these standards
and the demand for services and applications evolve, the Company intends to
adapt its products or develop and support new products. The Company solicits
product development input through discussions with users of the Company's
products, as well as participation in industry organizations and international
standards committees such as the ATM Forum and European Telecommunications
Standards Institute (ETSI).

The Company's diagnostic product development activities are focused on
expanding the capabilities of the Chameleon Open, including its interfaces and
software modules, and the protocol capabilities for emerging technologies such
as ATM and AIN. From time to time the Company engages in development projects
for special applications for customers. The Company is usually free to use such
technology in future products which are not competitive with the specific
application for which the development work was performed.

The Company's network switching product development group has as its
priority the release of new software versions to incorporate enhancements
desired by customers and compliance with standards to enable EAGLE to address
additional domestic and international markets. In addition, the Company plans
continued improvement of hardware components to improve performance and
capability.

The Company utilizes a common standards-based open architecture approach in
the design of its products. This approach facilitates and accelerates the
development of new applications and products and permits the Company to enhance
existing products by substituting new hardware or software modules. This modular
approach also helps to extend the life cycles of the Company's products, ensure
compatibility among successive generations of products and simplify
manufacturing.

The Company's success depends to a substantial degree upon its ability to
respond to changes in technology, industry standards and customer requirements.
This will require the timely selection, development and marketing of
enhancements and new products on a cost-effective basis. The Company has
invested and expects to continue to invest substantial resources in the
development of new products and technology and product enhancements. There can
be no assurance that the Company's product development efforts will result in
commercially successful new or enhanced

29
<PAGE> 32

products or that the Company's products will not be rendered obsolete or
noncompetitive by changing technology or new competitive products.

Products as complex as those offered by the Company may contain undetected
errors or failures when first introduced or as new versions are released. Such
errors have occurred in the past. Although the Company's products have not
experienced any significant errors, such errors, particularly those that result
in a failure of the Company's switching products, could have a material adverse
effect on the Company's customer relationships, business and operating results.
There can be no assurance that, despite thorough testing by the Company and by
customers, errors will not be found in the Company's products.

Product development includes expenditures for research and development, new
product design, enhancement of existing products, and selective acquisition of
technology. Research and development expenses amounted to approximately $16.2
million, $17.6 million, $12.0 million and $3.4 million in 1992, 1993, 1994 and
the first quarter of 1995, respectively. The Company has also capitalized
certain additional software development costs totalling approximately $2.6
million, $165,000, $0 and $0 in 1992, 1993, 1994 and the first quarter of 1995,
respectively. These costs are amortized over a period not to exceed three years.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Notes A, E and I to Consolidated Financial Statements.

The Company's development facilities are located in California, North
Carolina, Ohio and Japan. As of March 31, 1995, the Company had 114 persons
engaged full time in product development. The Company believes that recruiting
and retaining highly skilled engineering personnel is essential to its success.
To the extent that the Company is not successful in attracting and retaining its
technical staff, its business and operating results would be adversely affected.
See "Risk Factors -- Dependence on Key Personnel."

SALES, MARKETING AND SUPPORT

The Company's strategy for its diagnostic products is initially to target
customers' research and development departments designing the next generation of
communications equipment and then to target the manufacturing groups and
ultimate users as equipment is manufactured, certified and installed. This
strategy permits the Company to gain expertise in testing emerging technologies
in the early stages of their life cycles.

The Company's sales strategy for its EAGLE switching product is to continue
to focus on sales to the U.S. ITC and cellular markets and to pursue new
customer relationships including RBOCs and selected international opportunities.
Current and future strategic alliances will continue to be an integral component
of the strategy to reach broader markets and attain greater market presence. The
network switching sales cycle ranges from three to twelve months depending on
the complexity of a customer's planning, bidding and implementation
requirements.

In order to penetrate the portion of the public carrier market dominated by
the RBOCs, it is important that ongoing technical audits of the EAGLE STP be
conducted by Bellcore to help the Company ensure interoperability with the
operations, administration, maintenance and provisioning systems used by the
RBOCs to manage their networks. Bellcore is currently in the process of
conducting its initial technical audit, and upon completion a copy of the
technical auditing report will be available to the Company. Bellcore does not
endorse or certify any product or service or guaranty its performance. Failure
or delay in obtaining favorable technical audit results could have a material
adverse effect on the Company's ability to sell EAGLE STP to this large segment
of the communications carrier market.

Domestic Distribution. The Company sells its diagnostic and switching
products in the U.S. principally through separate direct sales forces and, for
the EAGLE STP, also through strategic relationships with AT&T and Stratus. The
Company's direct sales forces operate out of the

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<PAGE> 33

Company's headquarters in Calabasas, California and its regional offices located
in Colorado, Illinois, New Jersey, North Carolina, Northern California,
Tennessee, Texas and Virginia.

International Distribution. The Company sells its diagnostic products
internationally through a network of 26 distributors and two wholly owned
subsidiaries in Japan and Canada. The Company's Japanese subsidiary, which
presently sells only diagnostic products, generated approximately 22%, 25%, 20%
and 22% of the Company's revenues for 1992, 1993, 1994 and the first quarter of
1995, respectively. The Company currently sells its switching products
internationally through its direct sales force.

Tekelec-Airtronic, S.A., an affiliate of the Company, and its wholly owned
subsidiaries are the distributors of the Company's products in France, Italy,
Germany, The Netherlands, Belgium, Luxembourg, Portugal and Spain. Twenty-one
additional independent companies distribute the Company's products in other
Western European countries, the Far East (other than Japan), Australia, New
Zealand, the Middle East, South America and South Africa. Distributors typically
purchase products directly from the Company pursuant to agreements that are
exclusive for a particular territory and are cancelable by either party upon 90
days notice. Export sales to international distributors accounted for
approximately 17%, 19%, 14% and 19% of revenues in 1992, 1993, 1994 and the
first quarter of 1995, respectively.

The Company typically invoices export sales in U.S. dollars and its foreign
subsidiaries invoice sales in their respective local currency. International
sales are subject to inherent risks, including longer payment cycles, unexpected
changes in regulatory requirements and tariffs, difficulties in staffing and
managing foreign operations and distributors, greater difficulty in accounts
receivable collection and potentially adverse tax consequences. Additionally,
exchange rate fluctuations on foreign currency transactions and translations
arising from international operations may contribute to fluctuations in the
Company's business and operating results. Fluctuations in exchange rates could
also affect demand for the Company's products. In addition, due to the technical
nature of the Company's products, certain of the Company's export sales must be
licensed by the Office of Export Administration of the U.S. Department of
Commerce. The Company's products are subject, in certain international
jurisdictions, to reduced protection for the Company's copyrights and
trademarks. See Notes A, D and M to Consolidated Financial Statements.

Strategic Relationships. The Company believes that it can improve market
penetration and acceptance for its EAGLE products through strategic
relationships with leading communications equipment suppliers. These suppliers
have long-standing relationships with public carriers and provide a broad range
of services to these carriers through their existing sales and support networks.
Tekelec seeks strategic relationships that (i) enhance the Company's presence in
its target markets, (ii) offer products that complement the EAGLE to provide
value-added networking solutions and (iii) leverage the Company's core
technologies enabling the communications equipment suppliers to develop enhanced
products with market differentiation that can be integrated with the EAGLE
platform.

The Company has a non-exclusive distribution agreement with AT&T and a
marketing agreement with Stratus for the EAGLE STP. The Company believes that
its relationships with AT&T and Stratus demonstrate recognition of the technical
advantages of the EAGLE STP. The Company believes that these agreements provide
the Company with additional opportunities to penetrate the SS7 network switching
marketplace. Through the Company's relationships with AT&T and Stratus, the
Company has enhanced its market presence and its ability to access leading
telephone companies such as the RBOCs. The Company expects that AT&T's purchases
under the distribution agreement will represent a significant percentage of the
Company's switching product revenues in 1995. In general, these agreements can
be terminated by either party on limited notice and do not require minimum
purchases. Furthermore, AT&T is not precluded from selling products that are
competitive with the Company's products. A termination of the Company's
relationship with AT&T or the sale of competing products by AT&T could
materially and adversely affect the Company's

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<PAGE> 34

business and operating results. See "Risk Factors -- Competition" and
"-- Dependence on Relationship with AT&T."

Advertising and Promotion. The Company uses advertising in trade journals,
exhibitions at trade shows and direct mail to promote awareness of the Company
and its products. The Company has been most successful in generating sales
through demonstrations of its products and, therefore, focuses its advertising
and promotional activities on generating opportunities for demonstrations. The
Company also provides extensive training for, and merchandising aids to, its
direct sales force and distributors. These include sales brochures,
demonstration systems and promotional product literature. In order to support
the Company's marketing efforts, the Company also publishes a newsletter for its
customers and distributors.

Services, Support and Warranty. The Company believes that customer service,
support and training are important to building and maintaining strong customer
relationships. The Company services, repairs and provides technical support for
its products. The Company maintains an in-house repair facility and provides
ongoing training and telephone assistance to customers and international
distributors from its headquarters in Calabasas, California, certain U.S.
regional offices and its Japanese subsidiary. The Company's Technical Assistance
Center in Raleigh, North Carolina, supports the Company's switching products on
a 24 hour-a-day, seven day-a-week basis. Support services include 24-hour
technical support, remote access diagnostic and servicing capabilities, extended
maintenance and support programs, comprehensive technical customer training,
extensive customer documentation, field installation and emergency replacement.
The Company typically warrants its products against defects in materials and
workmanship for one year after the sale and thereafter offers extended service
warranties. To date, warranty expenses have been consistently within
management's expectations.

CUSTOMERS

During 1994, the Company shipped approximately 850 units of its diagnostic
products to over 160 customers worldwide and 23 pairs of EAGLE STPs to 18
customers. The Company's customers include end users and marketing
intermediaries. End users for the Company's diagnostic products include long
distance carriers, telephone operating companies, equipment manufacturers and
government agencies. End users for the Company's EAGLE STP consist primarily of
U.S. ITCs and cellular providers.

The Company's diagnostic business is substantially dependent on repeat
business and, therefore, customer satisfaction and loyalty are crucial to its
long-term success. The top 20 end-user customers for the Company's diagnostic
systems during 1994 accounted for approximately $25.5 million or 42% of the
Company's 1994 revenues and 58% of the Company's diagnostic product revenues.
Most of the top 20 customers in 1994 were repeat customers for the Company's
diagnostic systems in the years 1990 through 1993. Sales of diagnostic products
to Nippon Telegraph & Telephone (NTT) accounted for 13% of the Company's 1994
revenues. NTT and AT&T accounted for 17% and 11%, respectively, of the Company's
revenues in the first quarter of 1995. No other customer accounted for more than
10% of the Company's revenues in 1994 or in the first quarter of 1995.

The top 20 end-user customers for the Company's diagnostic systems during
1994 were:

Ameritech Corporation MCI Telecommunications Corporation
AT&T Morgan Guaranty Trust Company
Bell Atlantic Corporation Motorola, Inc.
Bell Northern Research NEC America, Inc.
BellSouth Corporation NTT
Boston Technology, Inc. SBC Communications, Inc.
DSC Communications Corporation (DSC) Siemens AG
Fujitsu Network Switching
of America, Inc. Sprint Corporation
GTE Corporation U.S. Government Agencies
Hitachi, Ltd. U S WEST Communications, Inc.

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<PAGE> 35

The top 10 end-user customers for the Company's EAGLE STP product during
1994 accounted for approximately $10.8 million or 18% of the Company's 1994
revenues and 64% of the Company's switching revenues. The top 10 end-users were:

Ameritech Cellular SBC Communications, Inc.
ComNet Telstra
GTE Intelligent Network Services, Inc. Thunder Bay Telephone Company
Interstate Fibernet Tramsaction Network Systems, Inc.
McCaw Cellular Communications, Inc./AT&T U.S. Signal, Inc.

Federal and state agencies, including the FCC, regulate many of the
Company's domestic customers. The FCC and a majority of the states have enacted
or are considering regulations based upon alternative pricing methods.
Uncertainty regarding future pricing policies and the cost effectiveness of
deploying public network services may affect demand for communications products,
including the Company's products. However, the Company believes that
deregulation of the telecommunications market and new methods of price
regulation could increase the demand for products such as those offered by the
Company which enhance the efficiency of the network or allow the expedited
introduction of new revenue-producing services.

BACKLOG

Orders for the Company's diagnostic products are usually placed by
customers on an as-needed basis, and the Company has typically been able to ship
these products in 15 to 30 days after the receipt of the purchase order. Backlog
for switching products typically consists of contracts or purchase orders for
both product delivery scheduled within the next 12 months and EAGLE STP extended
service warranty to be provided over the next three years. Because of variations
in the magnitude and duration of orders received by the Company, and customer
delivery requirements, which may be subject to cancellation or rescheduling, the
Company's backlog at any particular date may not be a meaningful indicator of
future financial results. At December 31, 1994, the Company's backlog amounted
to approximately $18.1 million, of which $8.6 million related to EAGLE STP
service warranty. This compared to $9.9 million at December 31, 1993, of which
$3.1 million related to EAGLE STP service warranty.

MANUFACTURING

The Company's manufacturing operations consist of the procurement and
inspection of components, final assembly, burn-in, quality control testing and
packaging. Printed circuit boards, chassis and most of the other major
components used in the Company's products are subassembled to the Company's
specifications by independent contractors with whom the Company generally has
had long-standing working relationships. The assembled components are then
delivered to the Company's production facilities for final assembly, quality
control testing and product configuration, including software installation. The
Company's products incorporate the Company's proprietary software as well as
software licensed from third parties. The Company believes that its use of
independent contractors for subassembly coupled with in-house final assembly
improves production planning, increases efficiency, reduces costs and improves
quality.

The Company has a computerized manufacturing inventory control system which
integrates and monitors purchasing, inventory control and production. The
Company's quality control process tests for reliability and conformance with
product specifications and utilizes certain automated software test procedures.
The Company received ISO 9002 certification from Bellcore in February 1995.

The Company generally uses industry standard components for its products
which are available from multiple sources; however, a few key components, such
as certain microprocessors, video displays and power supplies, are currently
only available from single suppliers. Vendor supply agreements often include
provisions requiring the vendor to maintain a specified level of key components.
The Company believes that inventory levels of key components, including those

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<PAGE> 36

maintained by vendors, are adequate. In addition, should any components become
unavailable the Company believes that functionally similar, if not identical,
components could be obtained, and any necessary internal redesign accomplished,
without materially adversely impacting the Company. To date, the Company has not
experienced any significant delays in obtaining components from its suppliers
and independent contractors. However, the electronics industry is subject to
rapid technological change. Components become obsolete and are discontinued by
manufacturers as new succeeding generations are introduced. An inability to
obtain essential components, if prolonged, could materially adversely affect the
Company's business and operating results and damage customer relationships. See
"Risk Factors -- Dependence on Key Suppliers."

COMPETITION

Diagnostic Products. The communications diagnostic market is intensely
competitive and subject to rapid technological change and evolving industry
standards. The Company primarily competes in the high performance segment of the
market. Its principal competitor is Hewlett-Packard. The Company also competes
with a number of other manufacturers, some of which have greater financial,
marketing, manufacturing and technological resources than the Company. The
Company believes that its long-term success will depend in part on its ability
to be a leader in offering products for new emerging industry standards and to
offer a broad line of integrated applications.

The Company believes that the principal competitive factors in the
communications diagnostic market in which the Company competes are product
performance, functionality and reliability, timely introduction of new products,
marketing and distribution capability and customer service and support. The
Company anticipates that the price/performance characteristics and breadth of
integrated product applications will become increasingly important competitive
factors. Although price has not been a major factor, the Company anticipates
increased price competition in the future. The Company believes that it competes
favorably, although there can be no assurance that new or established
competitors will not offer products superior to or lower in price than those of
the Company.

Network Switching Products. The market for STPs is highly competitive and
has been highly concentrated among a limited number of dominant suppliers. The
Company expects competition to increase in the future from existing and new
competitors. The Company presently competes with Northern Telecom Limited, DSC,
Ericsson and Alcatel, all of whom have significantly greater financial,
marketing, manufacturing and other resources and larger installed customer bases
than the Company. The Company believes that its long-term success will depend on
its ability to penetrate the major telephone companies, offer products with the
best price/performance profile and be responsive to customers' needs for new
features and services. See "Risk Factors -- Competition" and "-- Dependence on
Relationship with AT&T."

The Company believes that the principal competitive factors in the network
switching products market are product price/performance characteristics and
reliability, customer service and support and the supplier's financial
resources, marketing and distribution capability. The Company anticipates that
responsiveness in adding new features will become an increasingly important
competitive factor. While the Company's competitors have greater financial
resources, the Company believes it competes favorably in other respects.
However, there can be no assurance that new entrants or established competitors
with greater financial resources have not or will not offer products superior in
performance, quality, service and support to, and/or lower in price than, those
of the Company.

INTELLECTUAL PROPERTY

The Company relies on a combination of trade secret, copyright and
trademark laws and contractual restrictions to establish and protect proprietary
rights in its products. The Company does not hold any patents with respect to
its products. The Company has entered into confidentiality and invention
assignment agreements with its employees, and enters into non-disclosure
agreements with its suppliers, distributors and appropriate customers among
others so as to limit access to and

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<PAGE> 37

disclosure of its proprietary information. There can be no assurance that these
statutory and contractual arrangements will prove sufficient to deter
misappropriation of the Company's technologies or independent third-party
development of similar technologies. The laws of certain foreign countries in
which the Company's products are or may be developed, manufactured or sold may
not protect the Company's products or intellectual property rights to the same
extent as do the laws of the United States and thus make the possibility of
piracy of the Company's technology and products more likely. The Company
believes that, because of the rapid pace of technological change in the
communications market, legal protections for its products are less significant
factors in the Company's success than the knowledge, ability and experience of
the Company's employees, the frequency of product enhancements and the quality
of support services provided by the Company.

The communications industry is characterized by the existence of a large
number of patents and frequent litigation based on allegations of patent
infringement. From time to time, third parties may assert exclusive patent,
copyright, trademark and other intellectual property rights to technologies that
are important to the Company. There are no currently pending material claims
that the Company's products, trademarks or other proprietary rights infringe the
proprietary rights of third parties. However, there can be no assurance that the
Company will not receive communications from third parties in the future
asserting that the Company's products infringe or may infringe the proprietary
rights of third parties. In its distribution agreements and certain of its major
customer agreements, the Company agrees to indemnify its customers for any
expenses or liabilities resulting from claimed infringements of patents,
trademarks or copyrights of third parties. In the event of litigation to
determine the validity of any third-party claims, such litigation, whether or
not determined in favor of the Company, could result in significant expense to
the Company and divert the efforts of the Company's technical and management
personnel from productive tasks. In the event of an adverse ruling in such
litigation, the Company might be required to discontinue the use and sale of
infringing products, expend significant resources to develop non-infringing
technology or obtain licenses from third parties. There can be no assurance that
licenses from third parties would be available on reasonable commercial terms,
if at all. In the event of a successful claim against the Company and the
failure of the Company to develop or license a substitute technology, the
Company's business and operating results would be materially adversely affected.

EMPLOYEES

At March 31, 1995, the Company had 320 employees, comprising 127 in sales,
marketing and support, 44 in manufacturing, 114 in research, development and
engineering and 35 in management, administration and finance. The Company
believes that its future success will depend in part on its ability to attract,
motivate and retain highly qualified personnel. Many employees hold stock
options and participate in an employee stock purchase plan. None of the
Company's employees is represented by a labor union and the Company has not
experienced any work stoppages. The Company believes that its employee relations
are excellent.

PROPERTIES

The Company's executive offices, as well as its principal manufacturing,
engineering and marketing operations, are located in a 58,000 square-foot
facility in Calabasas, California under a lease which expires in November 2004
with an option to extend for an additional five years. The Company also occupies
a 21,600 square-foot facility in Morrisville, North Carolina under a lease
expiring in July 1996, and a 6,800 square-foot facility in Columbus, Ohio under
a lease expiring in March 1997. Both facilities are used primarily for
engineering, product development, customer support and regional sales
activities. The Company recently signed leases for two additional facilities in
Morrisville, North Carolina to provide for anticipated growth. The first is a
five-year lease (cancellable by the Company under certain circumstances) for an
8,800 square-foot facility to which Network Diagnostic Division employees of the
Morrisville facility relocated in April 1995. The second is a seven-year lease,
with an option to renew for an additional seven years, for a 40,000 square-foot
facility to which the Company expects to relocate the Network Switching Division

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employees of its Morrisville facility during the fourth quarter of 1995. The
Company also has eight regional sales offices occupying an aggregate of
approximately 14,500 square feet under leases expiring between 1995 and 1997.
These are located in Milbrae, California; Boulder, Colorado; Lombard, Illinois;
Nashville, Tennessee; Iselin, New Jersey; Irving, Texas; Reston, Virginia; and
Whitby, Canada. The Company's Japanese subsidiary occupies approximately 10,600
square feet in Tokyo under leases expiring between August 1995 and November
1996. The Company believes that its existing facilities, together with the
additional facilities it has leased in North Carolina, will be adequate to meet
its needs at least through 1995. The Company believes it will be able to obtain
additional space when and as needed on acceptable terms. See Note K to
Consolidated Financial Statements.

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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company and their ages are as
follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- -----------------------------------------------------------
<S> <C> <C>
Philip J. Alford......... 41 President and Director
Allan J. Toomer.......... 52 Senior Vice President and General Manager, Network
Switching Division
William C. Shaw.......... 47 Senior Vice President and General Manager, Network
Diagnostic Division
Shigeru Suzuki........... 45 Vice President, Japan Operations and President, Tekelec,
Ltd.
Gilles C. Godin.......... 36 Vice President, Finance and Chief Financial Officer
William J. Minchin....... 58 Vice President, Operations
Jean-Claude Asscher...... 66 Chairman of the Board
Robert V. Adams(1)(2).... 63 Director
Philip Black(1).......... 40 Director
Daniel L. Brenner(1)(2).. 43 Director
Howard Oringer........... 53 Director
Jon F. Rager(1)(2)....... 55 Director
</TABLE>

- ---------------

(1) Member of Audit Committee.

(2) Member of Compensation Committee.

Mr. Alford has been a director and President of the Company since January
1994. He served as the Company's Chief Financial Officer from June 1985 until
February 1994, as Vice President, Finance from May 1986 until October 1990, as
Senior Vice President from October 1990 until July 1993 and as Senior Vice
President and General Manager, International Division from July 1993 until
January 1994.

Mr. Toomer joined the Company in October 1992 as Senior Vice President,
Network Products and became Senior Vice President and General Manager, Network
Switching Division in July 1993. From 1973 until June 1992, he held various
officer positions at Northern Telecom, a telecommunications equipment
manufacturer, where he most recently served as Vice President, Customer Service.

Mr. Shaw joined the Company in November 1993 as Senior Vice President and
General Manager, Network Diagnostic Division. He was employed by Hewlett-Packard
from April 1990 until November 1993 as a Business Manager at its Colorado
Telecommunications Division, and from 1983 until April 1990, as the Marketing
and Research and Development Manager for its Roseville Personal Computer
Division.

Mr. Suzuki has been President of Tekelec, Ltd., the Company's wholly owned
Japanese subsidiary, since September 1985 and has also served as the Company's
Vice President, Japan Operations since May 1988.

Mr. Godin joined the Company in November 1986 as Controller and then served
as Corporate Controller from October 1990 until July 1993 and as Treasurer from
October 1990 until February 1994. Mr. Godin has served as Vice President,
Finance since July 1993 and as Chief Financial Officer since February 1994.

Mr. Minchin has been Vice President, Operations of the Company since April
1988.

Mr. Asscher has been a director of the Company since July 1972 and Chairman
of the Board since June 1982. He served as President of the Company from October
1975 to June 1982, and as Vice President from July 1972 to May 1973. He has been
the President and principal shareholder of

37
<PAGE> 40

Tekelec-Airtronic, S.A. (Tekelec-Airtronic), a French electronics company, since
he founded that company in 1961.

Mr. Adams has been a director of the Company since December 1991. Since
March 1989, he has been the Chief Executive Officer and President of Xerox
Technology Ventures, a venture capital company which identifies, develops and
manages new business opportunities for Xerox Corporation. Mr. Adams has also
served as a director of ENCAD, Inc. since December 1994.

Mr. Black became a director of the Company in 1981, resigned in October
1991 and was re-elected in February 1994. He also served as the Company's Vice
President from September 1979 until June 1982, as President from June 1982 until
August 1987, as Chief Executive Officer from December 1985 until August 1987 and
as Vice Chairman of the Board from August 1987 until October 1991. From March
1990 until August 1991, Mr. Black served as Managing Director of Echelon Europe,
Ltd., a sense and control networking company. In September 1991, Mr. Black
became Chief Executive Officer, Treasurer and a director of Avalon Control
Technologies, a private consulting firm for industrial networks, and served in
those capacities until June 1994 when that company ceased operations. Since
April 1994, Mr. Black has served as President and Chief Executive Officer of
Chevry, a software marketing company.

Mr. Brenner has been a director of the Company since May 1990. From
September 1986 to June 1992, he was an Adjunct Professor of Law and the Director
of the Communications Law Program at the University of California, Los Angeles.
In June 1992, Mr. Brenner assumed his present position as Vice President, Law
and Regulatory Policy for the National Cable Television Association. Mr. Brenner
served on the Board of Directors of the Corporation for Public Broadcasting from
November 1986 to March 1991, and served as its Vice Chairman from 1989 to March
1991.

Mr. Oringer has been a director of the Company since January 1992. From
February 1987 until November 1994, he served as Chairman of the Board and Chief
Executive Officer of TeleSciences, Inc., a manufacturer of telecommunications
equipment. Since November 1994, Mr. Oringer has served as Managing Director of
Communications Capital Group, a consulting firm. From January 1994 until July
1994, Mr. Oringer also served as a consultant to the Company.

Mr. Rager became a director of the Company in October 1975, resigned in
September 1979 and was re-elected in January 1981. Since 1976, Mr. Rager has
been a practicing accountant with, and President of, Rager Bell Doskocil & Meyer
CPAs (and its predecessors).

38
<PAGE> 41

COMMON STOCK OWNERSHIP OF
PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 1995 by (i) each person
who is known to own beneficially more than 5% of the outstanding shares of the
Company's Common Stock, (ii) each of the Company's directors and executive
officers and (iii) all current directors and executive officers of the Company
as a group:

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
SHARES BENEFICIALLY ----------------------------------
NAME OF BENEFICIAL OWNER(1) OWNED BEFORE OFFERING AFTER OFFERING
- ------------------------------------- ----------------------- --------------- --------------
<S> <C> <C> <C>
Jean-Claude Asscher.................. 3,868,520(2)(3) 41.5% 34.9%
Edouard Givel........................ 2,767,064(4) 29.7 25.0
Kopp Investment Advisors, Inc........ 1,317,320(5) 14.1 11.9
Bentley Capital Management, Inc...... 561,000(6) 6.0 5.1
Philip J. Alford..................... 181,760(3) 2.0 1.6
Robert V. Adams...................... 50,246(3) * *
Shigeru Suzuki....................... 39,538(3) * *
Howard Oringer....................... 37,688(3) * *
Gilles C. Godin...................... 34,700(3) * *
Daniel L. Brenner.................... 22,772(3) * *
Philip Black......................... 15,000(3) * *
Jon F. Rager......................... 9,672(3)(7) * *
William J. Minchin................... 9,000(3) * *
Allan J. Toomer...................... 8,000(3) * *
William C. Shaw...................... 7,770(3) * *
All current directors and officers as
a group (12 persons)............... 4,284,666(2)(3)(7) 46.0 38.7
</TABLE>

- ---------------

* Less than one percent.

(1) Such persons have sole voting and investment power with respect to all
shares of Common Stock shown as being beneficially owned by them, subject to
community property laws, where applicable, and the information contained in
the footnotes to this table.

(2) Includes 2,767,064 shares which are beneficially owned by Mr. Givel and of
which Mr. Asscher may be deemed a beneficial owner (see footnote 4 below),
and 975,292 shares owned by Tekelec-Airtronic, a French corporation of which
Mr. Asscher is the President and majority shareholder.

(3) Includes 20,000, 118,500, 12,000, 5,118, 36,500, 34,700, 21,000, 15,000,
2,500, 9,000, 8,000, 6,000 and 288,318 shares subject to options and/or
warrants held by Messrs. Asscher, Alford, Adams, Suzuki, Oringer, Godin,
Brenner, Black, Rager, Minchin, Toomer and Shaw and all current directors
and officers as a group, respectively, which are exercisable or become
exercisable within 60 days after March 31, 1995.

(4) These shares are held in the name of Natinco, S.A. (Natinco), a Luxembourg
investment company which holds minority interests in a number of
Europe-based companies, including a minority interest in Tekelec-Airtronic.
Mr. Givel has advised the Company that he owns substantially all of the
equity interest in Natinco. Mr. Asscher has from time to time acted for, and
is the advisor to, Mr. Givel with respect to his investment in the Company.
Due to Mr. Asscher's relationship with Mr. Givel and his role as advisor,
Mr. Asscher may be deemed to share voting and investment power with respect
to these shares and therefore to be a beneficial owner thereof within the
meaning of Rule 13d-3 of the Exchange Act. Mr. Asscher has advised the
Company that he has no beneficial or financial interest in Natinco and that
he disclaims beneficial ownership of these shares.

39
<PAGE> 42

(5) Based on a Schedule 13G dated February 10, 1995, wherein Kopp Investment
Advisors, Inc. reported shared dispositive power as to 1,317,320 shares.

(6) Based on a Schedule 13D dated March 3, 1995.

(7) 7,172 of these shares are held by TI Partners, a partnership of which Mr.
Rager is the managing general partner. Mr. Rager, together with a trust of
which he is the trustee and a beneficiary, owns a majority interest in such
partnership. Mr. Rager has sole voting and investment power with respect to
such shares.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue up to 50,000,000 shares of Common Stock,
without par value. As of May 12, 1995, there were 9,352,350 shares of Common
Stock outstanding, held of record by 207 shareholders, and 2,413,307 shares
reserved for issuance upon the exercise of outstanding options and warrants. The
holders of Common Stock are entitled to one vote for each share held of record
on each matter submitted to a vote of shareholders, except that, upon giving
notice required by law, shareholders may cumulate their votes in the election of
directors. Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
outstanding senior securities. Holders of Common Stock have no preemptive rights
and have no rights to convert their Common Stock into any other securities. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, when issued, validly issued, fully paid and nonassessable.

The Company's Transfer Agent and Registrar is U.S. Stock Transfer
Corporation, Glendale, California.

40
<PAGE> 43

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Alex.
Brown & Sons Incorporated, Volpe, Welty & Company and Cruttenden Roth
Incorporated, have severally agreed to purchase from the Company the following
respective number of shares of Common Stock at the public offering price less
the underwriting discounts and commissions set forth on the cover page of this
Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Alex. Brown & Sons Incorporated.................................................
Volpe, Welty & Company..........................................................
Cruttenden Roth Incorporated....................................................
---------
Total........................................................................... 1,750,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of the Common Stock offered hereby if any
such shares are to be purchased.

The Company has been advised by the Underwriters that the Underwriters
propose to offer the shares of Common Stock to the public at the public offering
price set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After the public offering
contemplated hereby, the offering price and other selling terms may be changed
by the Underwriters.

The Company has granted the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 262,500
additional shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 1,750,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 1,750,000 shares are being offered.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.

In connection with this offering, certain Underwriters and selling group
members (if any) who are qualifying registered market makers on The Nasdaq Stock
Market may engage in passive market making transactions in the Common Stock on
The Nasdaq Stock Market in accordance with Rule 10b-6A under the Exchange Act
during the two business day period before commencement of sales in this
offering. The passive market making transactions must comply with applicable
price and volume limits and be identified as such. In general, a passive market
maker may display its bid at a price not in excess of the highest independent
bid for the security. If all independent bids are lowered below the passive
market maker's bid, however, such bid must then be lowered when certain purchase
limits are exceeded. Net purchases by a passive market maker on each day are
generally limited to a specified percentage of the passive market maker's
average daily trading volume in the Common Stock during a prior period and must
be discontinued when such limit is reached. Passive market making may stabilize
the market price of the Common Stock at a level above that which might otherwise
prevail and if commenced, may be discontinued at any time.

41
<PAGE> 44

The Company has agreed that until 90 days after the date of this
Prospectus, it will not, without the prior written consent of Alex. Brown & Sons
Incorporated, sell, offer to sell, issue, distribute or otherwise dispose of any
shares of Common Stock or any options, rights or warrants with respect to any
Common Stock or register for sale any of its Common Stock under the Securities
Act, subject to certain limited exceptions. Further, the directors and executive
officers of the Company, Tekelec-Airtronic and Natinco have agreed not to sell,
contract to sell, grant any option to purchase or otherwise transfer or dispose
of, directly or indirectly, an aggregate of approximately 4,284,666 shares of
the Company's Common Stock (including 288,318 shares issuable under options and
warrants which are exercisable or become exercisable within 60 days after March
31, 1995) for a period of 90 days (180 days in the case of Mr. Asscher,
Tekelec-Airtronic and Natinco) after the date of this Prospectus without the
prior written consent of Alex. Brown & Sons Incorporated.

LEGAL MATTERS

The validity of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Coudert Brothers, Los Angeles,
California. Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, Palo
Alto, California, are acting as counsel for the Underwriters in connection with
certain legal matters relating to the offering being made hereby. Coudert
Brothers holds a warrant, exercisable in full at any time prior to July 21,
1999, to purchase 30,000 shares of Common Stock at $2.875 per share. Ronald W.
Buckly, a member of Coudert Brothers, is Corporate Secretary of Tekelec.

EXPERTS

The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of operations, shareholders' equity and cash flow for
the three years in the period ended December 31, 1994 are included herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.

42
<PAGE> 45

GLOSSARY

AIN (Advanced Intelligent
Network).................... Bellcore's set of standards for advanced
intelligent services for the telephone networks
of Regional Bell Operating Companies.

ATM (Asynchronous Transfer
Mode)....................... A broadband, low-delay, packet-based switching
and multiplexing technique to transmit voice,
data and video information. Usable capacity is
segmented into fixed-size cells, consisting of
header and information fields, allocated to
services on demand.

BRI (Basic Rate Interface).... One interface type used to access the
Integrated Services Digital Network. The BRI
interface allows two simultaneous calls across
a single pair of copper wires.

CCITT (International Telephone
and Telegraph Consultative
Committee).................. A United Nations organization which establishes
international telecommunications standards.

E1............................ The European telecommunications standard
defining circuits that operate at speeds of
2.048 Mbps, similar to T1 lines in the United
States.

Ethernet...................... A standard set of specifications for a
particular type of LAN that employs baseband
signalling (single signal on a cable) and has a
transmission rate of 10 Mbps.

FDDI (Fiber Distributed Data
Interface).................. A standard for operating fiber optic-based LANs
at 100 Mbps used for high speed and backbone
applications.

Frame Relay................... A variable length packet-based transmission
technology that is used to transmit data at
speeds up to 2 Mbps.

GSM (Global Systems for
Mobile)..................... A set of protocols for digital wireless
initially deployed in Europe.

ISDN (Integrated Services
Digital Network).............. Public digital communications services
supporting a wide range of data, voice and
video services accessed by standard interfaces
integrated with customer control.

IS-41......................... One of the Interim Standards for North American
mobile applications for digital cellular.

LAN (Local Area Network)...... A type of high-speed data communications
arrangement in which multiple computer and
related products in an office or campus
environment are connected by means of a
standard transmission medium (typically coaxial
cable, twisted-pair wire or optical fiber).

Mbps (Megabits per second).... A measurement unit, equal to 1,048,576 bits per
second, used to describe data transfer rates as
a function of time.

MSC (Mobile Switching
Center)..................... A switch that coordinates trunk call set-up to
and from users in a digital cellular network.

OC3........................... A standard for operating fiber optic-based WANs
at 155 Mbps.

43
<PAGE> 46

Packet Switching.............. A data transmission technique whereby user
information is segmented and routed in discrete
data envelopes called packets, each with its
own appended control information for routing,
sequencing and error checking.

PCS (Personal Communications
Services)................... A set of evolving standards and protocols
providing for the concept of one number per
user and associated advanced intelligent
services regardless of location, primarily
involving mobile communications.

PDC (Personal Digital
Communications)............. A set of protocols for Japanese digital
cellular mobile network promulgated by NEC.

Primary Rate Interface
(PRI)......................... A T1 or E1 circuit used to carry 23 or 30 ISDN
calls, respectively. In an ISDN PRI, a single
channel is used for signalling for calls placed
on all of the other channels in the T1 or E1
circuit.

protocol...................... A formal set of standards governing the
establishment of a communications link and
controlling the format and timing of
transmissions between two devices.

signalling.................... The process by which digital information is
exchanged to establish, control and manage
connections in a communications network.

SCP (Service Control Point)... A computer database that is accessed by STPs
for customer call routing information.

SMDS (Switched Multi-megabit
Data Service)............... A communications service providing high speed,
connectionless data transport.

SS7 (Common Channel Signalling
System No. 7)............... A complex protocol which governs signalling
between certain devices in a digital telephone
network.

SSP (Service Switching
Point)........................ A component of the central office switch that
sets up trunk connections. When an SSP
identifies an AIN call, it routes a signalling
message to the STP and awaits further
instructions for call processing.

STP (Signal Transfer Point)... A switch that handles the signalling messages
used to set up telephone calls, queries
external databases for routing and processing
information and dispatches call handling
instructions.

T1............................ The North American telecommunications standard
defining a circuit that multiplexes and
switches 24 channels and operates at speeds of
1.544 Mbps (T3 is the equivalent of 27 T1
circuits).

WAN (Wide Area Network)....... A network that extends beyond the distance that
can be accommodated by local cabling methods. A
WAN typically utilizes public carrier services
to connect sites, which may span a city, state,
country or the world.

X.25.......................... A protocol for transfer of information across
packet data networks. X.25 was the first packet
data technology to be widely implemented.

44
<PAGE> 47

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Accountants.................................................... F-1
Consolidated Statements of Operations for each of the three years in the period ended
December 31, 1994 and for the three months ended March 31, 1994 and
1995 (unaudited)................................................................... F-2
Consolidated Balance Sheets as of December 31, 1993 and 1994 and
March 31, 1995 (unaudited)......................................................... F-3
Consolidated Statements of Cash Flow for each of the three years in the period ended
December 31, 1994 and for the three months ended March 31, 1994 and
1995 (unaudited)................................................................... F-4
Consolidated Statements of Shareholders' Equity for each of the three years in the
period ended December 31, 1994 and for the three months ended March 31, 1995
(unaudited)........................................................................ F-5
Notes to Consolidated Financial Statements........................................... F-6
</TABLE>

45
<PAGE> 48

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF TEKELEC

We have audited the accompanying consolidated balance sheets of Tekelec as
of December 31, 1994 and 1993, and the related consolidated statements of
operations, shareholders' equity, and cash flow for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tekelec as
of December 31, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Sherman Oaks, California
February 3, 1995, except for Note P,
as to which the date is March 17, 1995

F-1
<PAGE> 49

TEKELEC

CONSOLIDATED STATEMENTS OF OPERATIONS

(THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------- ----------------------
1992 1993 1994 1994 1995
-------- --------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Revenues (excluding sales to
related parties)............. $ 54,209 $ 42,884 $ 57,380 $ 12,059 $ 16,794
Revenues from sales to related
parties...................... 3,881 3,972 3,809 927 1,836
------- ------- ------- ------- -------
Total Revenues............... 58,090 46,856 61,189 12,986 18,630
Costs and expenses:
Cost of goods sold.............. 18,864 16,836 20,388 4,740 6,207
Research and development........ 16,181 17,570 11,962 2,772 3,357
Selling, general and
administrative............... 27,413 23,756 22,466 4,943 6,776
Restructuring................... 2,767 5,988 -- -- --
------- ------- ------- ------- -------
Total costs and expenses..... 65,225 64,150 54,816 12,455 16,340
------- ------- ------- ------- -------
Income (Loss) from operations..... (7,135) (17,294) 6,373 531 2,290
Other income (expense):
Interest, net................... 409 (16) (327) (91) 4
Other, net...................... 33 209 (335) (197) (174)
------- ------- ------- ------- -------
Total other income
(expense).................. 442 193 (662) (288) (170)
------- ------- ------- ------- -------
Income (Loss) before provision for
income taxes.................... (6,693) (17,101) 5,711 243 2,120
Provision for income taxes...... 1,603 1,442 1,251 117 652
------- ------- ------- ------- -------
Net income (loss).......... $ (8,296) $ (18,543) $ 4,460 $ 126 $ 1,468
======= ======= ======= ======= =======
Earnings (Loss) per share:
Note P)
Primary.................... $ (1.01) $ (2.23) $ 0.47 $ 0.01 $ 0.14
Fully diluted.............. (1.01) (2.23) 0.43 0.01 0.13
Weighted average number of shares:
(Note P)
Primary.................... 8,178 8,314 9,550 8,558 10,795
Fully diluted.............. 8,178 8,314 10,360 8,558 10,913
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE> 50

TEKELEC

CONSOLIDATED BALANCE SHEETS

(THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
--------------------- -----------
1993 1994 1995
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 3,669 $ 6,653 6,962
Restricted cash........................................ -- 1,000 1,000
Accounts and notes receivable, less allowances
1993 -- $221; 1994 -- $318; March 31,
1995 -- $336........................................ 8,446 14,215 14,408
Inventories............................................ 4,715 4,391 6,164
Amounts due from related parties....................... 1,244 1,538 2,023
Income taxes receivable................................ 216 -- --
Prepaid expenses....................................... 1,048 704 597
------- ------- -------
Total current assets........................... 19,338 28,501 31,154
Property and equipment, net.............................. 6,769 4,794 4,946
Technology, net.......................................... 1,156 423 228
Other assets............................................. 876 691 726
------- ------- -------
Total assets................................... $ 28,139 $ 34,409 $37,054
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term
debt................................................ $ 3,004 $ 1,366 $ 1,270
Trade accounts payable................................. 4,289 4,005 4,557
Accrued expenses....................................... 3,859 3,213 3,901
Accrued payroll and related expenses................... 3,557 4,132 2,145
Deferred revenues...................................... 480 1,412 1,805
Current portion of other obligations................... 265 312 217
Income taxes payable................................... 669 595 441
------- ------- -------
Total current liabilities...................... 16,123 15,035 14,336
Long-term debt........................................... -- 620 560
Long-term portion of other obligations................... 323 34 15
------- ------- -------
Total liabilities.............................. 16,446 15,689 14,911
------- ------- -------
Commitments and contingencies
Shareholders' equity: (Note P)
Common stock, without par value, 50,000,000 shares
authorized; issued and outstanding
1993 -- 8,529,454; 1994 -- 9,022,612; March 31,
1995 -- 9,322,682................................... 14,349 15,940 16,964
Retained earnings (deficit)............................ (4,381) 79 1,547
Cumulative translation adjustments..................... 1,725 2,701 3,632
------- ------- -------
Total shareholders' equity..................... 11,693 18,720 22,143
------- ------- -------
Total liabilities and shareholders' equity..... $ 28,139 $ 34,409 $37,054
======= ======= =======
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 51

TEKELEC

CONSOLIDATED STATEMENTS OF CASH FLOW

(THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
FOR THE YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
---------------------------- -----------------
1992 1993 1994 1994 1995
------- -------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flow from operating activities:
Net income (loss)......................... $(8,296) $(18,543) $ 4,460 $ 126 $ 1,468
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization.......... 4,999 5,522 4,406 1,112 1,095
Deferred income taxes.................. 465 145 -- -- --
Non-cash component of restructuring
charge............................... 1,710 2,969 -- -- --
Changes in current assets and
liabilities:
Accounts and notes receivable........ 996 (1,150) (5,522) (1,597) 108
Inventories.......................... (1,053) (370) 400 1,154 (1,633)
Amounts due from related parties..... 199 (23) (294) 18 (485)
Income taxes receivable.............. 379 530 216 -- --
Prepaid expenses..................... 212 (242) 427 589 123
Trade accounts payable............... 410 2,369 (304) (1,462) 423
Accrued expenses..................... 1,685 (449) (703) (579) 650
Accrued payroll and related
expenses.......................... 590 1,569 559 (1,471) (2,029)
Deferred revenues.................... 286 (208) 932 (87) 393
Income taxes payable................. (450) 372 (150) (484) (199)
------- -------- ------- ------- -------
Total adjustments.................... 10,428 11,034 (33) (2,807) (1,554)
------- -------- ------- ------- -------
Net cash provided by (used in)
operating activities.............. 2,132 (7,509) 4,427 (2,681) (86)
------- -------- ------- ------- -------
Cash flow from investing activities:
Purchase of property and equipment........ (6,929) (2,476) (1,508) (215) (912)
Investments in technology................. (2,596) (165) -- -- --
Decrease (Increase) in other assets....... (202) (681) 222 38 (17)
------- -------- ------- ------- -------
Net cash used in investing
activities........................ (9,727) (3,322) (1,286) (177) (929)
------- -------- ------- ------- -------
Cash flow from financing activities:
Increase in restricted cash............... -- -- (1,000) -- --
Proceeds from (payments of) short-term
borrowings............................. -- 3,004 (1,878) 1,046 (96)
Proceeds from long-term debt.............. -- -- 1,000 -- --
Repayment of long-term debt............... -- -- (140) -- (60)
Proceeds from (payments of) other
obligations............................ (313) 184 (235) (71) (115)
Proceeds from issuance of common stock.... 644 662 1,591 157 1,024
------- -------- ------- ------- -------
Net cash provided (used in) by
financing activities.............. 331 3,850 (662) 1,132 753
------- -------- ------- ------- -------
Effect of exchange rate changes on cash..... 49 583 505 374 571
------- -------- ------- ------- -------
Net increase (decrease) in cash and
cash equivalents.................. (7,215) (6,398) 2,984 (1,352) 309
Cash and cash equivalents at beginning
of the year............................... 17,282 10,067 3,669 3,669 6,653
------- -------- ------- ------- -------
Cash and cash equivalents at end of the
year...................................... $10,067 $ 3,669 $ 6,653 $ 2,317 $ 6,962
======= ======== ======= ======= =======
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Interest.................................. $ 59 $ 327 $ 343 $ 89 $ 85
Income taxes.............................. 1,406 439 1,131 549 872
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 52

TEKELEC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
-------------------- RETAINED CUMULATIVE TOTAL
NUMBER EARNINGS TRANSLATION SHAREHOLDERS'
OF SHARES AMOUNT (DEFICIT) ADJUSTMENTS EQUITY
---------- ------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1991.... 8,096 $13,043 $ 22,458 $ 844 $ 36,345
Exercise of stock options... 168 644 -- -- 644
Translation adjustment...... -- -- -- 58 58
Net loss.................... -- -- (8,296) -- (8,296)
----- ------- -------- ------ --------
Balance, December 31, 1992.... 8,264 13,687 14,162 902 28,751
Exercise of stock options... 266 662 -- -- 662
Translation adjustment...... -- -- -- 823 823
Net loss.................... -- -- (18,543) -- (18,543)
----- ------- -------- ------ --------
Balance, December 31, 1993.... 8,530 14,349 (4,381) 1,725 11,693
Exercise of stock options... 493 1,591 -- -- 1,591
Translation adjustment...... -- -- -- 976 976
Net income.................. -- -- 4,460 -- 4,460
----- ------- -------- ------ --------
Balance, December 31, 1994.... 9,023 15,940 79 2,701 18,720
----- ------- -------- ------ --------
Exercise of stock options... 300 1,024 -- -- 1,024
Translation adjustment...... -- -- -- 931 931
Net income.................. -- -- 1,468 -- 1,468
----- ------- -------- ------ --------
Balance, March 31, 1995
(unaudited)................. 9,323 $16,964 $ 1,547 $3,632 $ 22,143
===== ======= ======== ====== ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 53

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions are
eliminated. Certain items shown in the December 31, 1992 and 1993 financial
statements have been reclassified to conform with the current period
presentation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost (first in, first out) or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization are provided using the
straight-line method. The estimated useful lives are:

<TABLE>
<S> <C>
Manufacturing and development
equipment.......................... 3-5 years
Furniture and office equipment....... 5 years
Demonstration equipment.............. 3 years
Leasehold improvements............... The shorter of useful life or lease term
</TABLE>

TECHNOLOGY

Product development costs, including costs of purchased and licensed
technology incurred to enhance significantly a product that results in the
creation and sales of a new generation of products, are capitalized; costs
incurred in conceptualization and design of new products are expensed as
incurred.

Amortization is based on the greater of related net shipments made during
the period to total anticipated net shipments, or the three-year straight-line
method. Capitalized internally developed software costs for 1992 were $472,000.
There were no capitalized internally developed software costs in 1993, 1994, and
the three months ended March 31, 1995.

PRODUCT WARRANTY COSTS

The Company generally warrants its products for one year after sale and
provides for estimated future warranty costs at the time revenue is recognized.
At December 31, 1993 and 1994 and March 31, 1995, accrued product warranty costs
amounted to $280,000, $827,000 and $1.1 million, respectively, and are included
in accrued expenses.

F-6
<PAGE> 54

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

REVENUE RECOGNITION

Revenues from sales of diagnostic products are generally recognized when
products are shipped. Revenues from sales of switching products are recognized
upon shipment to the customer's final site for installation and satisfaction of
any related significant Company obligations. Extended warranty service revenues
are recognized ratably over the warranty period. Engineering service revenues
are recognized on delivery or as the services are performed.

INCOME TAXES

Income tax expense is the tax payable for the period and the change during
the period in deferred tax assets and liabilities. Deferred income taxes are
determined based on the difference between the financial reporting and tax bases
of assets and liabilities using enacted rates in effect during the year in which
the differences are expected to reverse. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.

TRANSLATION OF FOREIGN CURRENCIES

Translation of foreign currencies is accounted for using the local currency
as the functional currency of the Company's foreign subsidiaries. All assets and
liabilities are translated at current exchange rates while revenues and expenses
are translated at average rates in effect for the period. The resulting gains
and losses are included in a separate component of shareholders' equity. Gains
(losses) on foreign currency transactions are reflected in net income (loss) and
amounted to $(132,000), $253,000, $(235,000), $(229,000) and $17,000 for 1992,
1993, 1994 and the three months ended March 31, 1994 and 1995, respectively.

EARNINGS (LOSS) PER SHARE

Earnings (Loss) per share are computed using the weighted average number of
shares outstanding and dilutive common stock equivalents (options and warrants).

UNAUDITED INTERIM FINANCIAL REPORTING

In the opinion of management, the unaudited information as of and for the
three months ended March 31, 1994 and 1995 includes all adjustments consisting
only of normal recurring adjustments necessary for a fair presentation of such
interim financial statements in accordance with generally accepted accounting
principles. The results of operations for interim periods are not necessarily
indicative of results for any other interim period or the full year.

NOTE B -- RESTRICTED CASH

At December 31, 1994 and March 31, 1995, the Company's Japanese subsidiary
had $1.0 million of restricted cash included in current assets, which represents
cash on deposit at a bank in Japan as collateral for outstanding short-term
borrowings in the U.S. under a $2.0 million line of credit. See Note J.

NOTE C -- CONCENTRATION OF CREDIT RISK

The Company sells communications diagnostic and network systems worldwide
primarily to telephone operating companies, equipment manufacturers, and
corporations that use its systems to

F-7
<PAGE> 55

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

design, install, maintain, test and operate communications equipment and
networks. Credit is extended based on an evaluation of each customer's financial
condition, and generally collateral is not required. Credit losses, if any, have
been provided for in the financial statements and have been consistently within
management's expectations.

The Company places its temporary cash investments in high credit quality
financial instruments and limits the amount of credit exposure to any one
issuer. Generally, the investments made mature within 90 days.

NOTE D -- RELATED PARTY TRANSACTIONS

As of December 31, 1994 and March 31, 1995, the Company's principal
shareholder, a director and his family, and a foreign-affiliated company
controlled by the director owned an aggregate of approximately 47% and 46%,
respectively, of the Company's outstanding stock.

The following is a summary of transactions and balances with these
affiliates:

<TABLE>
<CAPTION>
THREE MONTHS
ENDING
MARCH 31,
-----------------
1992 1993 1994 1994 1995
------ ------ ------ ------ ------
(THOUSANDS)
<S> <C> <C> <C> <C> <C>
Product sales.................... $3,881 $3,972 $3,809 $ 927 $1,836
Purchases of inventory........... 83 42 49 2 2
Director's fees and expenses..... 24 24 15 4 4
Due from affiliates.............. 1,222 1,244 1,538 1,226 2,023
Due to affiliates................ 33 14 41 16 2
</TABLE>

The amounts due from and to the affiliates are non-interest bearing.

In January 1994, the Company entered into a six-month consulting agreement
with a director pursuant to which such director received $52,000 and a warrant
to purchase 20,000 shares of the Company's Common Stock. See Note P.

NOTE E -- RESTRUCTURINGS

During the fourth quarter of 1992, the Company implemented and completed a
restructuring designed to reduce operating expenses and scale back product lines
that had not met profitability expectations and that were not anticipated to
contribute to the Company's long-term strategy. In connection with this
restructuring, the Company recorded a $2.8 million charge consisting of cash
severance costs, principally paid in the first quarter of 1993, for 33
terminated employees in management, research and development, support and
administrative functions and non-cash charges consisting of the write-down of
technology and other assets to their net realizable value due to the scaling
back of the Company's LAN and field service protocol analyzer products.

During the second quarter of 1993, management reorganized the Company into
a divisional structure and in connection with such reorganization, the Company
recorded a $400,000 of cash restructuring charge consisting of severance costs
associated with the related termination of employees and closure of the
Company's Alabama facility.

After incurring continued losses, the Company implemented in the fourth
quarter of 1993, an organizational and strategic restructuring which was
completed in the first quarter of 1994 aimed at

F-8
<PAGE> 56

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

returning the Company to profitability by reducing overhead expenses by 25%,
improving cash flow and further rationalizing the Company's business lines. In
connection with this restructuring, the Company discontinued its network
monitoring and field service product lines. A restructuring charge of $5.6
million was recorded representing severance pay for 65 terminated employees in
management, research and development, support and administrative functions, of
which approximately 70% was paid in the first quarter of 1994 and the balance
over the remainder of 1994, and the non-cash charges consisting of the write-off
of technology and other assets associated with the discontinued product lines,
the write-off of all accumulated costs related to a management information
system project which the Company terminated and the accrual of other cash exit
costs associated with the restructuring, including costs related to the sale of
the Company's Australian subsidiary.

Restructuring charges consisted of the following:

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER
31,
-----------------
1992 1993
------ ------
(THOUSANDS)
<S> <C> <C>
Severance pay.................................................. $ 937 $2,256
Inventory write-down........................................... 185 438
Property and equipment write-down.............................. -- 1,175
Technology write-down.......................................... 1,415 613
Other assets write-down........................................ 110 743
Other expenses................................................. 120 763
------ ------
$2,767 $5,988
====== ======
</TABLE>

At December 31, 1994, all identified employees had been terminated and all
the severance costs and accrued expenses had been paid.

NOTE F -- INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1992 1993 1994
------- ------- -------
(THOUSANDS)
<S> <C> <C> <C>
Currently payable (receivable):
Federal..................................................... $ (147) $ (159) $ 133
State....................................................... -- 39 202
Foreign..................................................... 1,183 1,311 916
Deferred:
Federal..................................................... 424 314 --
State....................................................... 32 -- --
Foreign..................................................... 111 (63) --
------- ------- -------
$ 1,603 $ 1,442 $ 1,251
======= ======= =======
</TABLE>

F-9
<PAGE> 57

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

The primary components of temporary differences which gave rise to deferred
taxes at December 31, 1993 and 1994 are:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1994
-------- ---------
(THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward.................................... $ 8,112 $ 5,565
Foreign tax credit carryforward.................................... 811 918
Allowance for doubtful accounts.................................... 138 117
Inventory adjustments.............................................. 677 775
Depreciation and amortization...................................... 260 323
Research and development credit carryforward....................... 865 1,141
Accrued liabilities................................................ 618 264
Warranty accrual................................................... 113 325
Other.............................................................. 448 230
-------- -------
Total deferred tax asset........................................... 12,042 9,658
Less, valuation allowance.......................................... (11,958) (9,496)
-------- -------
Total net deferred tax asset....................................... 84 162
-------- -------
Deferred tax liabilities:
Depreciation and amortization...................................... -- --
Deferred product development costs................................. -- 84
Other.............................................................. 84 78
-------- -------
Total deferred tax liability....................................... 84 162
-------- -------
Net deferred tax asset............................................... -- --
Current portion...................................................... -- --
-------- -------
Long-term portion (included in other assets)......................... $ -- $ --
======== =======
</TABLE>

There was no significant change in the components of net deferred tax
assets and liabilities at March 31, 1995.

The domestic and foreign components of income (loss) before provision for
income taxes were as follows:

<TABLE>
<CAPTION>
THREE MONTHS
FOR THE YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
------------------------------- ---------------
1992 1993 1994 1994 1995
------- -------- ------ ---- ------
<S> <C> <C> <C> <C> <C>
Domestic......................... $(8,729) $(19,257) $4,052 $170 $1,103
Foreign.......................... 2,036 2,156 1,659 73 1,017
------- -------- ------ ---- ------
$(6,693) $(17,101) $5,711 $243 $2,120
======= ======== ====== ==== ======
</TABLE>

F-10
<PAGE> 58

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

The provision for income taxes differs from the amount obtained by applying
the federal statutory income tax rate to income before provision for income
taxes as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------------
1992 1993 1994
------ ------ ------
<S> <C> <C> <C>
Federal statutory provision (benefit) rate............... (34.0)% (35.0)% 34.0%
Research and development credits......................... (0.7) -- --
State taxes, net of federal benefit...................... 0.7 0.2 6.1
Foreign taxes............................................ 16.6 2.9 6.9
Utilization of operating loss carryforwards.............. -- -- (27.5)
Loss for which no tax benefit was recorded............... 35.8 32.3 --
Temporary differences for which no tax benefit was
recorded............................................... 6.0 7.9 --
Other.................................................... (0.4) 0.1 2.4
----- ----- -----
24.0% 8.4% 21.9%
===== ===== =====
</TABLE>

At December 31, 1994, the Company had available federal net operating loss
carryforwards of $14.8 million, foreign tax credit carryforwards of $918,000 and
research and development credit carryforwards of $1.1 million which will
generally expire beginning in the years 2007, 1997 and 2007, respectively.

The Company has not provided for federal income taxes on $8.0 million of
undistributed earnings of its foreign subsidiaries which have been reinvested in
their operations. If these earnings were distributed, net operating loss
carryforwards and foreign tax credits available under current law would
eliminate the resulting federal income tax liability.

NOTE G -- INVENTORIES

The components of inventories are:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------- -----------
1993 1994 1995
------- ------- -----------
(THOUSANDS)
<S> <C> <C> <C>
Raw materials...................................... $2,283 $2,197 $3,256
Work in process.................................... 1,465 1,246 1,727
Finished goods..................................... 967 948 1,181
------ ------ ------
$4,715 $4,391 $6,164
====== ====== ======
</TABLE>

F-11
<PAGE> 59

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

NOTE H -- PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
--------------------- -----------
1993 1994 1995
-------- -------- -----------
(THOUSANDS)
<S> <C> <C> <C>
Manufacturing and development equipment........ $ 9,594 $ 8,567 $ 8,776
Furniture and office equipment................. 6,948 5,022 5,058
Demonstration equipment........................ 3,868 3,249 3,735
Leasehold improvements......................... 1,224 1,257 1,330
-------- -------- --------
21,634 18,095 18,899
Less, accumulated depreciation and
amortization................................. (14,865) (13,301) (13,953)
-------- -------- --------
$ 6,769 $ 4,794 $ 4,946
======== ======== ========
</TABLE>

NOTE I -- TECHNOLOGY

Technology consists of capitalized product development costs, net of
accumulated amortization of $1.1 million, $1.2 million and $1.4 million at
December 31, 1993, 1994 and March 31, 1995, respectively. Technology
amortization included in net income for 1992, 1993, 1994 and the three months
ended March 31, 1994 and 1995 amounted to $1.3 million, $748,000, $733,000,
$171,000 and $195,000, respectively. Additionally, write-downs of capitalized
product development costs to their net realizable value included in
restructuring charges amounted to $1.4 million and $613,000 in 1992 and 1993,
respectively.

NOTE J -- BORROWINGS

The Company has a $7.5 million line of credit and a $2.0 million line of
credit with U.S. banks and lines of credit aggregating $3.5 million available to
the Company's Japanese subsidiary from various Japan-based banks.

The Company's $7.5 million line of credit with a U.S. bank is
collateralized by substantially all of the Company's assets, bears interest at
the U.S. prime rate (8.5% at December 31, 1994) plus 2.5% per annum and expires
September 30, 1995, if not renewed. Maximum borrowings available under the line
of credit are based on eligible accounts receivable and amounted to $6.6 million
at December 31, 1994, of which $126,000 was then outstanding. This line of
credit includes a $1.0 million long-term credit facility payable in 47 monthly
installments of $20,000 each which began in June 1994 and a final installment of
$60,000 due in May 1998 or upon the expiration of the underlying $7.5 million
line of credit, if not renewed. At December 31, 1994, $860,000 was outstanding
under this long-term facility, of which $620,000 was included under long-term
debt.

In February 1994, the Company established a $2.0 million line of credit
with a U.S. bank, collateralized by restricted cash deposits in Japan, with
interest at the U.S. prime rate plus 0.375% per annum. This line of credit
expires May 31, 1995, if not renewed. Borrowings at any time may not exceed the
cash amount on deposit. At December 31, 1994, $1.0 million was outstanding under
this line of credit.

The Company's Japanese subsidiary has collateralized yen-denominated lines
of credit with Japan-based banks, primarily available for use in Japan,
amounting to the equivalent of $3.5 million with interest at the Japanese prime
rate (3% at December 31, 1994) plus 0.125% per annum which

F-12
<PAGE> 60

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

expire between May 29, 1995 and March 31, 1996, if not renewed. There have been
no borrowings under these lines of credit.

The Company's weighted average short-term borrowing rates were 7.2% and
8.8% in 1993 and 1994, respectively.

There was no significant change in the Company's borrowings at March 31,
1995.

NOTE K -- COMMITMENTS AND CONTINGENCIES

The Company leases its office and manufacturing facilities together with
certain office equipment under operating lease agreements. Lease terms generally
range from one to ten years; certain building leases contain options for renewal
for additional periods and are subject to increases up to 10% every 24 months.

Total rent expense was $1.8 million, $2.1 million, and $2.0 million, for
1992, 1993, and 1994, respectively.

Minimum annual non-cancelable lease commitments are:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
YEAR ENDING DECEMBER 31, 1994 1995
------------------------ ------------ ---------
<S> <C> <C>
1995....................................... $1,595 $ 1,686
1996....................................... 1,242 1,635
1997....................................... 799 1,203
1998....................................... 747 1,163
1999....................................... 807 1,234
Thereafter................................. 4,234 5,315
------ -------
$9,424 $12,236
====== =======
</TABLE>

During 1992, the Company recorded legal expenses and costs for the defense
and settlement of certain litigation against the Company and its then President
that was initiated by a former officer of the Company. The terms of the
settlement are subject to a confidentiality clause.

NOTE L -- STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS

The Company has various stock option plans (Option Plans) with maximum
terms of 10 years. Five million fifty thousand shares of the Company's Common
Stock have been issued or reserved for issuance under these plans.

The terms of options granted under these Option Plans are determined at the
time of grant. The option price may not be less than the fair market value per
share on the date of grant. Both incentive stock options and nonstatutory stock
options can be issued under the Option Plans.

F-13
<PAGE> 61

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

Combined stock option activity under the Option Plans is as follows:

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, MARCH 31,
--------------------------------------------------- ----------------
1992 1993 1994 1995
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Number of option
shares:
Granted.......... 626,530 1,947,502 1,292,348 426,438
Exercised........ 102,272 150,126 407,982 270,070
Cancelled........ 232,840 1,865,548 583,632 29,860
Outstanding at
end of year... 2,015,210 1,947,038 2,247,772 2,374,280
Option price range:
Granted.......... $ 5.25 - $8.63 $ 2.63 - $5.63 $ 3.00 - $16.38 $ 16.13 - $20.50
Exercised........ 1.88 - 6.25 1.88 - 4.38 1.88 - 6.13 1.88 - 4.63
Cancelled........ 1.88 - 9.25 3.25 - 9.25 3.00 - 13.63 3.00 - 3.94
Outstanding at
end of year... 1.88 - 9.25 1.88 - 6.25 1.88 - 16.38 1.88 - 20.50
</TABLE>

At December 31, 1994, options for 575,514 shares were exercisable at
exercise prices ranging from $1.875 to $7.75 per share and have exercise periods
of up to ten years. At March 31, 1995, options for 445,032 shares were
exercisable at exercise prices ranging from $1.875 to $20.50 per share and have
exercise periods of up to ten years.

The Company has an Employee Stock Purchase Plan (the "ESPP") with a maximum
term of ten years. Four hundred fifty thousand shares of the Company's Common
Stock have been reserved for issuance under the ESPP. Eligible employees may
authorize payroll deductions of up to 10% of their compensation to purchase
shares of Common Stock at 85% of the lower of the market price at the beginning
or end of each six-month offering period. During 1992, 1993, and 1994, 65,866,
114,824, and 85,176 shares, respectively, were purchased under the ESPP at
average prices of $4.72, $2.34, and $3.07, respectively.

The Company has a 401(k) tax-deferred savings plan under which eligible
employees may authorize from 2% to 12% of their compensation to be invested in
employee-elected investment funds managed by an independent trustee. The Company
may contribute matching funds of up to 50%, as determined annually by the Board
of Directors, of the employees' payroll deductions. During 1992, 1993 and 1994,
and the three months ended March 31, 1994 and 1995, the Company's contributions
amounted to $352,000, $0, $122,000, $0 and $41,000, respectively.

F-14
<PAGE> 62

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

NOTE M -- GEOGRAPHIC SEGMENTS AND FOREIGN OPERATIONS

The Company operates in one business segment. Transfers between geographic
areas are made at prices reflecting market conditions. Geographic segment
information including sales and transfers between geographic areas is presented
below:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
---------------------------- -----------------
1992 1993 1994 1994 1995
------- -------- ------- ------- -------
(THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues from unaffiliated customers
United States............................ $42,958 $ 32,072 $47,722 $10,002 $14,251
Japan.................................... 12,528 11,749 12,269 2,789 4,063
Other.................................... 2,604 3,035 1,198 195 316
------- ------- ------- ------- -------
Total............................ $58,090 $ 46,856 $61,189 $12,986 $18,630
======= ======= ======= ======= =======
Transfers between geographic areas
United States............................ $ 6,562 $ 4,380 $ 4,993 $ 1,323 $ 1,928
Japan.................................... -- -- -- -- --
Other.................................... -- -- -- -- --
------- ------- ------- ------- -------
Total............................ $ 6,562 $ 4,380 $ 4,993 $ 1,323 $ 1,928
======= ======= ======= ======= =======
Total revenues
United States............................ $49,520 $ 36,452 $52,715 $11,325 $16,179
Japan.................................... 12,528 11,749 12,269 2,789 4,063
Other.................................... 2,604 3,035 1,198 195 316
Intersegment eliminations................ (6,562) (4,380) (4,993) (1,323) (1,928)
------- ------- ------- ------- -------
Total............................ $58,090 $ 46,856 $61,189 $12,986 $18,630
======= ======= ======= ======= =======
Income (Loss) from operations
United States............................ $(8,534) $(19,228) $ 4,561 $ 406 $ 1,190
Japan.................................... 2,250 1,990 1,930 337 1,062
Other.................................... (851) (56) (118) (212) 38
------- ------- ------- ------- -------
Total............................ $(7,135) $(17,294) $ 6,373 $ 531 $ 2,290
======= ======= ======= ======= =======
Identifiable assets
United States............................ $29,389 $ 20,766 $24,905 $18,587 $26,981
Japan.................................... 7,615 6,670 9,056 7,033 9,749
Other.................................... 1,399 703 448 542 324
------- ------- ------- ------- -------
Total............................ $38,403 $ 28,139 $34,409 $26,162 $37,054
======= ======= ======= ======= =======
U.S. export sales to unaffiliated customers
by destination of sale
Europe................................... $ 6,091 $ 5,435 $ 5,636 $ 1,390 $ 2,209
Other.................................... 3,542 4,448 7,284 1,929 1,439
------- ------- ------- ------- -------
Total............................ $ 9,633 $ 9,883 $12,920 $ 3,319 $ 3,648
======= ======= ======= ======= =======
</TABLE>

F-15
<PAGE> 63

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

NOTE N -- MAJOR CUSTOMERS

Sales to Nippon Telegraph and Telephone amounted to 13%, 16%, 13%, 14% and
17% of revenues in 1992, 1993 and 1994 and the three months ended March 31, 1994
and 1995, respectively. Sales to AT&T amounted to 11% of revenues in the three
months ended March 31, 1995.

NOTE O -- QUARTERLY FINANCIAL SUMMARY (UNAUDITED)

<TABLE>
<CAPTION>
QUARTERS
-------------------------------------------
FIRST SECOND THIRD FOURTH
------- ------- ------- -------
(THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
FOR THE YEARS ENDED DECEMBER 31,
1993
Revenues............................... $11,157 $11,425 $12,658 $11,616
Gross profit........................... 7,309 7,498 7,622 7,591
Loss before provision for income
taxes................................ (3,015) (3,503) (2,561) (8,022)
Net loss............................... (3,334) (3,823) (2,804) (8,582)
Loss per share:
Primary.............................. $ (0.40) $ (0.46) $ (0.34) $ (1.02)
Fully diluted........................ (0.40) (0.46) (0.34) (1.02)
1994
Revenues............................... $12,986 $13,810 $15,638 $18,755
Gross profit........................... 8,246 9,494 10,606 12,455
Income before provision for income
taxes................................ 243 1,216 1,880 2,372
Net income............................. 126 877 1,357 2,100
Earnings per share:
Primary.............................. $ 0.01 $ 0.10 $ 0.15 $ 0.20
Fully diluted........................ 0.01 0.10 0.14 0.20
</TABLE>

Tekelec typically operates with a limited backlog, and most of its revenues
in each quarter result from orders received in that quarter. Further, Tekelec
typically generates up to one-half of its revenues for each quarter in the last
month of the quarter. Tekelec establishes its expenditure levels based on its
expectations as to future revenues, and if revenue levels were to fall below
expectations this would cause expenses to be disproportionately high. Therefore,
a drop in near term demand would significantly affect revenues, causing
disproportionate reduction in profits or even losses in any quarter. Tekelec's
operating results may fluctuate for this reason or as a result of a number of
other factors, including general economic and political conditions (such as
recessions in the U.S. and Japan), capital spending patterns of Tekelec's
customers, increased competition, variations in the mix of sales, fluctuation in
proportion of foreign sales and announcements of new products by Tekelec or its
competitors. The Company's results for 1993 include pre-tax restructuring
charges amounting to $400,000 in the second quarter and $5.6 million in the
fourth quarter and the effect of the Company's inability throughout the year to
currently recognize benefits amounting to $8.0 million for its tax loss and
credits carryforwards. In 1994, Tekelec's quarterly revenues increased by up to
61% as compared to prior year's quarters. The Company believes these increases
resulted from

F-16
<PAGE> 64

TEKELEC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

INFORMATION WITH RESPECT TO THE THREE MONTHS ENDED
MARCH 31, 1994 AND 1995 IS UNAUDITED

increased market acceptance of its products. The Company's results for 1994
include the effect of the Company's ability to recognize benefits amounting to
$1.6 million for its tax loss carryforwards.

NOTE P -- COMMON STOCK

At December 31, 1993 and 1994 and March 31, 1995, the Company had warrants
outstanding to purchase an aggregate of 20,000, 80,000 and 50,000 shares of its
Common Stock, respectively, as more fully discussed below.

In 1992, the Company issued warrants to purchase a total of 20,000 shares
of its Common Stock to two directors at $7.5625 per share. These warrants were
re-priced to $3.595 per share in 1993, are exercisable in full at any time prior
to January 17, 1997, and were outstanding at December 31, 1993 and 1994. During
the three months ended March 31, 1995, warrants for 10,000 of these shares were
exercised by one director.

In January 1994, pursuant to a consulting agreement between the Company and
a director, the Company issued warrants to purchase 20,000 shares of its Common
Stock at $3.4375 per share to such director, all of which were outstanding at
December 31, 1994. These warrants vested during 1994, and were exercised during
the three months ended March 31, 1995.

In April 1994, the Company issued warrants to purchase 10,000 shares of its
Common Stock at $3.375 per share to one director, all of which were outstanding
at December 31, 1994. These warrants vest and become exercisable in 20 equal
quarterly installments beginning on April 19, 1994.

In July 1994, the Company issued warrants to purchase 30,000 shares of its
Common Stock at $2.875 per share, exercisable in full at any time prior to July
21, 1999, all of which were outstanding at December 31, 1994.

On March 17, 1995, the Company effected a two-for-one stock split. All
references to numbers of shares and related prices, per share amounts, and stock
option plan data have been restated to reflect the stock split.

F-17
<PAGE> 65
=====================================================

NO PERSON HAS BEEN AUTHORIZED IN CON-
NECTION WITH THE OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTA-
TION NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESEN-
TATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR ANY UN-
DERWRITER. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CON-
TAINED HEREIN IS CORRECT AS OF ANY DATE SUBSE-
QUENT TO THE DATE HEREOF.

-------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Additional Information................ 2
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 11
Price Range of Common Stock........... 11
Dividend Policy....................... 11
Capitalization........................ 12
Selected Consolidated Financial
Data................................ 13
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 14
Business.............................. 23
Management............................ 37
Common Stock Ownership of Principal
Shareholders and Management......... 39
Description of Capital Stock.......... 40
Underwriting.......................... 41
Legal Matters......................... 42
Experts............................... 42
Glossary.............................. 43
Index to Consolidated Financial
Statements.......................... 45
=====================================================
</TABLE>

=====================================================

1,750,000 SHARES

(LOGO)
TEKELEC

COMMON STOCK
-------------------

PROSPECTUS
-------------------
ALEX. BROWN & SONS
INCORPORATED

VOLPE, WELTY & COMPANY

CRUTTENDEN ROTH
INCORPORATED

May , 1995
==========================================================

<PAGE> 66

EDGAR APPENDIX

This EDGAR Appendix is filed in compliance with Item 304 of Regulation S-T
regarding graphic and image information. It describes material appearing on the
inside front cover and on page 23 of the Prospectus included in the Registration
Statement.

INSIDE FRONT COVER

The first illustration shows the components of a simplified SS7 network
using Tekelec's EAGLE STP and MGTS/GSMT products. A photograph of Tekelec's
EAGLE STP is shown. The EAGLE STP is shown connected to a graphical
representation of an SCP and to a "cloud" that is representative of an SS7
network. The "SS7 network" cloud is connected via (i) a line to a photograph of
a Tekelec MGTS/GSMT diagnostic system (ii) an SS7 link line to an SSP/Central
Office Switch and (iii) a link line to an MSC. The SSP is shown connected via
(i) an ISDN line to a telephone and (ii) a voice line going into a "cloud"
representing a public switched network. The MSC is shown connected via (i) a
GSM/PCS connection to a mobile phone and (ii) a trunk line into the "cloud"
representing the same public switched network to which the SSP is connected.

The second illustration shows the components of a simplified
LAN/WAN/broadband network using Tekelec's Chameleon Open diagnostic system. The
illustration shows a "cloud" representing a WAN incorporating ATM, Frame Relay
or SMDS. The "cloud" is connected on one side via an OC3 interface to a smart
router/switch. The smart router/switch is connected to a graphic representation
of an Ethernet LAN showing a ring with several PCs which is shown connected to a
photograph of Tekelec's Chameleon Open diagnostic system. On the other side, the
"cloud" is connected via a T3/T1 line to another smart router/switch. This
router/switch in turn is connected to a graphic representation of a Token Ring
LAN to which several PCs are attached, which in turn is shown connected to the
same photograph of Tekelec's Chameleon Open. The WAN "cloud" is also connected
to the photograph of Tekelec's Chameleon Open.

PAGE 25

This illustration is a representation of a "generic" SS7 network showing a
graphic representation of an STP. The STP is connected on one side to a
graphical representation of an SCP. Below, the STP is connected to a "cloud"
that is representative of an SS7 network. The "SS7 cloud" is connected via (i)
an SS7 link line to an SSP/Central Office Switch and (ii) a link line to an MSC.
The SSP/Central Office Switch is shown connected via (i) an ISDN line to a
telephone instrument and (ii) a voice line going into a "cloud" representing a
public switched network. The MSC is shown connected via (i) a GSM/PCS connection
to a mobile phone and (ii) a trunk line into the "cloud" representing the same
public switched network to which the SSP is connected.
<PAGE> 67

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses (other than underwriting
discounts and commissions) payable by the Company in connection with the
issuance and distribution of the securities being registered. All the amounts
shown are estimates except for the SEC registration fee, the NASD filing fee and
the Nasdaq listing fee.

<TABLE>
<CAPTION>
REGISTRANT
----------
<S> <C>
SEC registration fee............................................. $ 13,446
NASD filing fee.................................................. 4,400
Nasdaq listing fee............................................... 17,500
Blue sky fees and expenses....................................... 10,000
Printing and engraving expenses.................................. 80,000
Accounting fees and expenses..................................... 100,000
Legal fees and expenses.......................................... 170,000
Registrar and transfer agent's fees and expenses................. 1,000
Miscellaneous expenses........................................... 3,654
----------
Total.................................................. $ 400,000
=========
</TABLE>

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Articles of Incorporation of Registrant, as amended.(1)
3.2 Bylaws of Registrant, as amended.
5.1 Opinion of Coudert Brothers.
23.1 Consent of Coudert Brothers (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1* Power of Attorney.
</TABLE>

- ---------------

* Previously filed.

(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K
(File No. 0-15135) for the year ended December 31, 1994.

II-1
<PAGE> 68

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-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CALABASAS, STATE OF CALIFORNIA, ON MAY
18, 1995.

TEKELEC

By: /s/ PHILIP J. ALFORD
------------------------------------
Philip J. Alford, President

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 May 18, 1995
- --------------------------------------------- (Principal Executive Officer)
Philip J. Alford

/s/ GILLES C. GODIN Vice President, Finance and May 18, 1995
- --------------------------------------------- Chief Financial Officer
Gilles C. Godin (Principal Financial and
Accounting Officer)

/s/ JEAN-CLAUDE ASSCHER* Chairman of the Board May 18, 1995
- ---------------------------------------------
Jean-Claude Asscher

/s/ ROBERT V. ADAMS* Director May 18, 1995
- ---------------------------------------------
Robert V. Adams

/s/ PHILIP BLACK* Director May 18, 1995
- ---------------------------------------------
Philip Black

/s/ DANIEL L. BRENNER* Director May 18, 1995
- ---------------------------------------------
Daniel L. Brenner

/s/ HOWARD ORINGER* Director May 18, 1995
- ---------------------------------------------
Howard Oringer

/s/ JON F. RAGER* Director May 18, 1995
- ---------------------------------------------
Jon F. Rager

*By: /s/ PHILIP J. ALFORD
- ---------------------------------------------
Philip J. Alford, Attorney-in-Fact
</TABLE>

II-2
<PAGE> 69

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
- ------ ----------- -----
<S> <C> <C>
3.2 Bylaws of Registrant, as amended
5.1 Opinion of Coudert Brothers
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>

<PAGE> 1

EXHIBIT 3.2

BYLAWS

for the regulation, except as
otherwise provided by statute or
the Articles of Incorporation, of

TEKELEC

a California corporation
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Title Page
- ------- ----- ----
<S> <C> <C>
ARTICLE I. CORPORATE OFFICES

1.1 Principal Office 1
1.2 Other Offices 1

ARTICLE II. SHARES AND SHAREHOLDERS

2.1 Meetings of Shareholders 1
(a) Place of Meetings 1
(b) Annual Meetings 1
(c) Special Meetings 1
(d) Notice of Meetings 2
(e) Adjourned Meeting and Notice Thereof 2
(f) Waiver of Notice 3
(g) Quorum 3
2.2 Action Without a Meeting 3
2.3 Voting of Shares 4
(a) In General 4
(b) Cumulative Voting 4
(c) Election by Ballot 4
2.4 Proxies 4
2.5 Inspectors of Election 5
(a) Appointment 5
(b) Duties 5
2.6 Record Date 5
2.7 Share Certificates 6
(a) In General 6
(b) Two or More Classes or Series 6
(c) Special Restrictions 7
2.8 Lost, Stolen or Destroyed Certificates 7

ARTICLE III. DIRECTORS

3.1 Powers 7
3.2 Number and Qualification of Directors 7
3.3 Election and Term of Office 8
3.4 Removal 8
(a) Removal for Cause 8
(b) Removal without Cause 8
3.5 Vacancies 8
3.6 Resignation 8
</TABLE>

-ii-

<PAGE> 3

<TABLE>
<CAPTION>
Section Title Page
- ------- ----- ----
<S> <C> <C>
3.7 Meetings of the Board of Directors 9
(a) Regular Meetings 9
(b) Annual Meeting 9
(c) Special Meetings; Notices; Waiver of Notice 9
(d) Notice of Adjournment 9
(e) Place of Meeting 9
(f) Presence by Conference Telephone Call 9
(g) Quorum 9

3.8 Action Without Meeting 10
3.9 Committees of the Board 10
(a) Membership and Authority 10
(b) Meetings and Action 10
3.10 Fees and Compensation of Directors 11
3.11 Corporate Loans and Guaranties to Directors, Officers and Other 11

ARTICLE IV. OFFICERS

4.1 Officers 12
4.2 Elections 12
4.3 Other Officers 12
4.4 Removal 12
4.5 Resignation 12
4.6 Vacancies 12
4.7 Chairman of the Board 13
4.8 President 13
4.9 Vice Presidents 13
4.10 Secretary 13
4.11 Chief Financial Officer 13

ARTICLE V. RECORDS AND REPORTS

5.1 Books, Records and Reports 14
(a) Books of Account and Reports 14
(b) Annual Report 14
(c) Shareholders' Requests for Financial Reports 14
5.2 Rights of Inspection 15
(a) By Shareholders 15
(b) By Directors 16
</TABLE>

-iii-
<PAGE> 4

<TABLE>
<CAPTION>
Section Title Page
- ------- ----- ----
<S> <C> <C>
ARTICLE VI. MISCELLANEOUS

6.1 Checks, Drafts, Etc. 16
6.2 Authority to Execute Contracts 16
6.3 Representation of Shares of Other Corporations 16
6.4 Indemnification and Insurance 17
6.5 Employee Stock Purchase Plans 18
6.6 Construction and Definitions 19
6.7 Reimbursement of Disallowed Compensation 19

ARTICLE VII. AMENDMENTS

7.1 Power of Shareholders 19
7.2 Power of Directors 19
</TABLE>

-iv-
<PAGE> 5
BYLAWS

for the regulation, except as otherwise provided
by statute or the Articles of Incorporation
of

TEKELEC

Article I. General Provisions.

Section 1.1. Principal Office. The Board of Directors shall fix the location
of the principal executive office of the corporation at any place within or
outside the State of California. If the principal executive office is located
outside of such state and the corporation has one or more business offices in
such state, then the Board of Directors shall fix and designate a principal
business office in the State of California.

Section 1.2. Other Offices. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

Article II. Shares and Shareholders.

Section 2.l. Meetings of Shareholders.

(a) Place of Meetings. Meetings of shareholders shall be held at any
place within or without the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.

(b) Annual Meetings. An annual meeting of the shareholders of the
corporation shall be held on the second Thursday in June of each year or at
such other date and time as may be designated by the Board of Directors;
provided, however, that should said day fall upon a legal holiday, the annual
meeting of shareholders shall be held at the same time on the next day
thereafter ensuing which is a full business day. At each annual meeting
directors shall be elected, and any other proper business may be transacted.

(c) Special Meetings. Special meetings of the shareholders may be called
by the Board of Directors, the chairman of the board or the president, or by
the holders of shares entitled to cast not less than 10% of the votes at the
meeting. Upon request in writing to the chairman of the board, the president,
any vice president or the secretary by any person (other than the Board)
entitled to call a special meeting of shareholders, such officer forthwith
shall cause notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, which time shall be not less than 35 nor more than 60 days after the
receipt of the request. If the notice is not given within 20 days after
receipt of the request, the persons entitled to call the meeting may give the
notice.

<PAGE> 6
(d) Notice of Meetings. Notice of any shareholders' meeting shall be
given not less than 10 (or, if sent by third-class mail, 30) nor more than 60
days before the date of the meeting to each shareholder entitled to vote at
such meeting. Such notice shall state the place, date and hour of the meeting
and (i), in the case of a special meeting, the general nature of the business
to be transacted, and no other business may be transacted, or (ii), in the case
of an annual meeting, those matters which the Board, at the time of the giving
of the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by the Board for
election.

If any action within the scope of Section 310 (entitled "Transactions
Between Corporations and Directors or Corporations Having Interrelated
Directors"), 902 (entitled "Amendments After Issuance of Shares"), 1201
(entitled "Shareholder Approval -- Abandonment -- Attack on Validity of
Reorganization"), 1900 (entitled "Authorization for Voluntary Dissolution") or
2007 (entitled "Plan of Distribution -- Demand for Cash Payment") of the
California General Corporation Law is proposed to be taken at any meeting, the
notice shall also state the general nature of such action.

Notice of a shareholders' meeting or any report shall be given to each
shareholder either personally or by first-class mail, or, in the case of a
corporation with outstanding shares held of record by 500 or more persons on
the record date for the shareholders' meeting, notice may be sent by
third-class mail, or other means of written communication, addressed to such
shareholder at the address of such shareholder appearing on the books of the
corporation or given by such shareholder to the corporation for the purpose of
notice. If no such address appears or is given, notice shall and will be
deemed to be given at the place where the principal executive office of the
corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located. The notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any notice executed by the
secretary, assistant secretary or any transfer agent shall be prima facie
evidence of the giving of such notice or report.

If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders.

(e) Adjourned Meeting and Notice Thereof. Any annual or special meeting
of shareholders may be adjourned from time to time by the vote of a majority of
the shares represented either in person or by proxy whether or not a quorum is
present. When a shareholders' meeting is adjourned to another time or place,
except as provided below, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting. No
other business may be transacted at the adjourned meeting other than as set
forth in this paragraph. If the adjournment is for more than 45 days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

-2-
<PAGE> 7

(f) Waiver of Notice. The transactions of any annual or special meeting
of shareholders, however called and noticed and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. Such waiver of notice, consent
or approval need not specify the nature of any action proposed to be taken or
taken at the meeting other than action within the scope of Section 310
(entitled "Transactions Between Corporations and Directors or Corporations
Having Interrelated Directors"), 902 (entitled "Amendments After Issuance of
Shares"), 1201 (entitled "Shareholder Approval -- Abandonment -- Attack on
Validity of Reorganization"), 1900 (entitled "Authorization for Voluntary
Dissolution") or 2007 (entitled "Plan of Distribution -- Demand for Cash
Payment") of the California General Corporation Law, unless such action was
unanimously approved by the shareholders entitled to vote. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Attendance of a person at a meeting also shall
constitute a waiver of notice of, and presence, at such meeting, except when
the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the General Corporation Law to be included
in the notice but not so included, if such objection is expressly made at the
meeting.

(g) Quorum. The presence in person or by proxy of the persons entitled to
vote a majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business at such meeting.
Except as provided herein, the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute at least a majority of the
required quorum) shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by law or the Articles of
Incorporation of the corporation.

The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, provided that any action taken (other than adjournment) must be
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted other than as set
forth in this paragraph.

Section 2.2. Action Without a Meeting. Any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Notwithstanding the foregoing and subject to Section 3.5
hereof, directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.

Unless the consents of all shareholders entitled to vote have been
solicited in writing, (a) notice of any shareholder approval pursuant to
Section 310 (entitled "Transactions Between Corporations and Directors or
Corporations Having Interrelated Directors"), 902 (entitled

-3-
<PAGE> 8
"Amendments After Issuance of Shares"), 1201 (entitled "Shareholder Approval --
Abandonment -- Attack on Validity of Reorganization"), 1900 (entitled
"Authorization for Voluntary Dissolutions") or 2007 (entitled "Plan of
Distribution -- Demand for Cash Payment") of the California General Corporation
Law without a meeting by less than unanimous written consent shall be given at
least 10 days before the consummation of the action authorized by such
approval, and (b) prompt notice shall be given of any other corporate action
approved by the shareholders without a meeting by less than unanimous written
consent to those shareholders entitled to vote who have not consented in
writing. Such notice shall be given in the same manner as notice of a
shareholders' meeting.

Section 2.3. Voting of Shares.

(a) In General. Except as otherwise provided in the Articles of
Incorporation and subject to Subparagraph (b) hereof, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to
a vote of shareholders. Any holder of shares entitled to vote on any matter
may vote part of the shares in favor of the proposal and refrain from voting
the remaining shares or vote them against the proposal, other than elections to
office, but, if the shareholder fails to specify the number of shares such
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares such shareholder is
entitled to vote. Except as provided herein, the affirmative vote of a
majority of the shares represented and voting at a duly held meeting at which a
quorum is present (which shares voting affirmatively also constitute at least a
majority of the required quorum) shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by law or the
Articles of Incorporation of the corporation.

(b) Cumulative Voting. At any shareholders' meeting at which directors
are to be elected, no shareholder shall be entitled to cumulate votes (i.e.,
cast for any candidate a number of votes greater than the number of votes which
such the shareholder normally is entitled to cast) unless such candidate or
candidates' names have been placed in nomination prior to the voting and a
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders entitled to vote may
cumulate their votes for candidates in nomination and give any candidate a
number of votes equal to the number of directors to be elected multiplied by
the number of votes to which the shareholder's shares are normally entitled, or
distribute the shareholder's votes on the same principle among as many
candidates as the shareholder thinks fit. In any election of directors, the
candidates receiving the highest number of affirmative votes up to the number
of directors to be elected are elected.

(c) Election by Ballot. The shareholders' vote may be by voice vote or
ballot; provided, however, that any election for directors must be by ballot if
a shareholder demands election by ballot at the meeting and before the voting
begins.

Section 2.4. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares by a
written proxy signed by such person and filed with the secretary of the
corporation. A proxy shall be deemed signed by such person if such person's
name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by such person or such person's attorney
in fact. No proxy shall be valid after the expiration of 11 months from the
date of the proxy unless otherwise provided in the proxy. A valid

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proxy which does not state that it is irrevocable shall continue in full force
and effect until revoked by the person executing it before the vote pursuant to
that proxy or unless written notice of the death or incapacity of the maker of
that proxy is received by the corporation before the vote pursuant to that
proxy is counted. Such revocation of a revocable proxy may be effected by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting by attendance at such meeting and voting
in person by the person executing the proxy. The revocability of a proxy that
states on its face that it is irrevocable shall be governed by the provisions
of Sections 705(e) and 705(f) of the California General Corporation Law.

Section 2.5. Inspectors of Election.

(a) Appointment. In advance of any meeting of shareholders the Board of
Directors may appoint inspector(s) of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to
replace those who so fail or refuse) at the meeting. The number of inspectors
shall be either one or three. If inspectors are to be appointed at a meeting
on the request of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.

(b) Duties. The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies; receive votes, ballots or consents; hear and determine all challenges
and questions in any way arising in connection with the right to vote; count
and tabulate all votes or consents; determine when the polls shall close;
determine the result; and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The inspectors of election shall
perform their duties impartially, in good faith, to the best of their ability
and as expeditiously as is practical. If there are three inspectors of
election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. Any report or certificate
made by the inspectors of election is prima facie evidence of the facts stated
therein.

Section 2.6. Record Date. In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote thereat or entitled
to give consent to corporate action or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days prior to the date of such meeting nor more than 60 days
prior to any other action. If no record date is fixed:

(1) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

(2) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors has been taken, shall be the day on which the first
written consent is given.

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(3) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board of Directors fixes a
new record date for the adjourned meeting, but the Board of Directors shall fix
a new record date if the meeting is adjourned for more than 45 days from the
date set for the original meeting.

Shareholders at the close of business on the record date are entitled to notice
and to vote or to receive the dividend, distribution or allotment of rights or
to exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the Articles of Incorporation or by agreement or in the
California General Corporation Law.

Section 2.7. Share Certificates.

(a) In General. The corporation shall issue a certificate or certificates
representing shares of its capital stock. A certificate or certificates for
shares of the corporation shall be issued to each shareholder when any of such
shares are fully paid. The Board of Directors may authorize the issuance of
certificates for shares partly paid provided that these certificates shall
state the total amount of the consideration to be paid for them and the amount
actually paid. Each certificate so issued shall be signed in the name of the
corporation by the chairman or vice chairman of the Board of Directors or the
president or a vice president and by the chief financial officer or the
treasurer or an assistant treasurer or the secretary or an assistant secretary,
shall state the name of the record owner thereof and shall certify the number
of shares and the class or series of shares represented thereby. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer transfer
agent or registrar at the date of issue.

(b) Two or More Classes or Series. If the shares of the corporation are
classified or if any class of shares has two or more series, there shall appear
on the certificate one of the following:

(1) A statement of the rights, preferences, privileges and
restrictions granted to or imposed upon each class or series of shares
authorized to be issued and upon the holders thereof;

(2) A summary of such rights, preferences, privileges and
restrictions with reference to the provisions of the Articles of Incorporation
and any certificates of determination establishing same; or

(3) A statement setting forth the office or agency of the
corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement mentioned in Subparagraph (1) above.

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(c) Special Restrictions. There shall also appear on the certificate
(unless stated or summarized under Subparagraph (1) or (2) of Subparagraph (b)
above) the statements required by all of the following clauses to the extent
applicable:

(1) The fact that the shares are subject to restrictions upon
transfer;

(2) If the shares are assessable, a statement that they are
assessable;

(3) If the shares are not fully paid, a statement of the total
consideration to be paid therefor and the amount paid thereon;

(4) The fact that the shares are subject to a voting agreement or
an irrevocable proxy or restrictions upon voting rights contractually imposed
by the corporation;

(5) The fact that the shares are redeemable; and

(6) The fact that the shares are convertible and the period for
conversion.

Section 2.8. Lost, Stolen or Destroyed Certificates. Where a certificate has
been lost, destroyed or wrongfully taken, the corporation may issue a new
certificate in place of the original if the owner: (i) so requests before the
corporation has notice that the certificate has been acquired by a bona fide
purchaser; and (ii) files with the corporation, if so requested by the Board of
Directors, a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of loss, theft or destruction of any such certificate or
the issuance of such new certificate. Except as above provided, no new
certificate for shares shall be issued in lieu of an old certificate unless the
corporation is ordered to do so by the superior court in an action brought
under Section 419(b) of the California General Corporation Law.

Article III. Directors.

Section 3.1. Powers. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
The Board may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person, provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.

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a number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting of the shareholders, or the shares not consenting in the
case of an action by written consent, are equal to more than sixteen and
two-thirds (16 2/3) of the outstanding shares entitled to vote thereon. No
amendment may change the stated maximum number of authorized directors to a
number greater than two (2) times the stated minimum number of directors minus
one (1).

Section 3.3. Election and Term of Office. The directors shall be elected at
each annual meeting of shareholders. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

Section 3.4. Removal.

(a) Removal for Cause. The Board of Directors shall have the power to
declare vacant the office of a director who has been declared of unsound mind
by an order of court or convicted of a felony.

(b) Removal without Cause. Any or all of the directors may be removed
without cause if such removal is approved by the vote of a majority of the
outstanding shares entitled to vote, except that no director may be removed
(unless the entire board is removed) when the votes cast against removal, or
not consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of the directors' most recent election were then being elected. Any
reduction of the authorized number of directors does not remove any director
prior to the expiration of such director's term of office.

Section 3.5. Vacancies. A vacancy or vacancies in the Board of Directors shall
be deemed to exist (i) in the event of the death, resignation or removal of any
director, (ii) if the Board of Directors by resolution declares vacant the
office of a director who has been declared of unsound mind by an order of court
or convicted of a felony, (iii) if the authorized number of directors is
increased, or (iv) if the shareholders fail, at any meeting of shareholders at
which any director or directors are elected, to elect the number of directors
to be elected at that meeting. Except for a vacancy created by the removal of
a director, which vacancy may be filled only by approval of the shareholders,
vacancies on the Board of Directors may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until the
expiration of the term for which elected and until his successor is elected and
qualified. The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. If any such election is by written
consent, other than to fill a vacancy created by removal, the consent of a
majority of the outstanding shares entitled to vote is required. If any such
election is by written consent to fill a vacancy created by removal, the
unanimous consent of all shares entitled to vote for the election of directors
is required.

Section 3.6. Resignation. Any director may resign effective upon giving
written notice to the chairman of the board, the president, the secretary or
the Board of Directors of the corporation, unless the notice specifies a later
time for the effectiveness of such registration. If the registration is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

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Section 3.7. Meetings of the Board of Directors.

(a) Regular Meetings. Regular meetings of the Board of Directors may be
held without notice if the time and place of such meetings are fixed by these
bylaws or the Board of Directors.

(b) Annual Meeting. Immediately following each annual meeting of
shareholders the Board of Directors shall hold a regular meeting for the
purpose of organization, election of officers and the transaction of other
business. Notice of such meetings is hereby dispensed with.

(c) Special Meetings; Notices; Waiver of Notice. Special meetings of the
Board of Directors may be called at any time by the chairman of the board or
the president or by any vice president, the secretary or any two directors.
Special meetings shall be held upon ten days' notice by first class mail or 72
hours' notice delivered personally or by telephone or telegraph. Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. A notice,
or waiver of notice, need not specify the purpose of any regular or special
meeting of the Board of Directors.

(d) Notice of Adjournment. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given
unless the meeting is adjourned for more than 24 hours, in which case notice of
such adjournment to another time and place shall be given as provided herein
prior to the time of the adjourned meeting to the directors who were not
present at the time of adjournment.

(e) Place of Meeting. Meetings of the Board may be held at any place
within or without the State of California which has been designated in the
notice of the meeting or, if not stated in the notice or there is no notice,
then such meeting shall be held at the principal executive office of the
corporation or such other place designated by resolution of the Board of
Directors.

(f) Presence by Conference Telephone Call. Any meeting, regular or
special, of the Board of directors may be held through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Such participation
constitutes presence in person at such meeting.

(g) Quorum. A majority of the authorized number of directors constitutes
a quorum of the Board for the transaction of business except to adjourn. Every
act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board of
Directors, subject to the provisions of Sections 310 (entitled "Transactions
Between Corporations and Directors or Corporations Having Interrelated
Directors"), 311 (entitled "Executive Committees") and 317(e) (relating to
indemnification of corporate agents) of the California General Corporation Law,
other applicable law and the Articles of Incorporation. A meeting at which a
quorum is initially present may continue to transact business, notwithstanding
the withdrawal of

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directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.

Section 3.8. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting if all members
of the Board of Directors shall individually or collectively consent in writing
to such action. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors. Such action by written
consent shall have the same force and effect as a unanimous vote of such
directors.

Section 3.9. Committees of the Board.

(a) Membership and Authority. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each constituting of two or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. The appointment of members or
alternate members of any committee requires the vote of a majority of the
authorized number of directors. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have all the authority of the
Board of Directors, except with respect to:

(1) The approval of any action which also requires, under the
California General Corporation Law, shareholders' approval or approval of the
outstanding shares;

(2) The filling of vacancies on the Board of Directors or in any
committee;

(3) The fixing of compensation of the directors for serving on the
Board of Directors or on any committee;

(4) The amendment or repeal of bylaws or the adoption of new
bylaws;

(5) The amendment or repeal of any resolution of the Board of
Directors which by its express terms is not so amendable or repealable;

(6) A distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range set forth in the
corporation's Articles of Incorporation or determined by the Board of
Directors; and

(7) The appointment of other committees of the Board of Directors
or the members thereof.

(b) Meetings and Action. The provisions of Section 3.7 shall apply also
to committees of the Board of Directors and action by such committees, with
such changes as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time of meetings of
committees may be determined either by resolution of the Board of Directors or
by resolution of the committee; and notice of special committee meetings shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
governing of any committee not inconsistent with these bylaws.

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Section 3.10. Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Directors. This Section 3.10 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

Section 3.11. Corporate Loans and Guaranties to Directors, Officers and
Others.

(a) The corporation may make a loan of money or property to, or guarantee
the obligation of, any director or officer of the corporation or of its parent
if the transaction, or an employee benefit plan authorizing the loans or
guaranties after disclosure of the right under such a plan to include officers
or directors, is approved by a majority of the shareholders entitled to act
thereon.

(b) The corporation may make loans of money or property to, or guarantee
the obligations of, any officer of the corporation, whether or not a director,
or an employee benefit plan authorizing the loan or guaranty provided that (1)
the Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the corporation, (2) the corporation has
outstanding shares held of record by 100 or more persons (determined as
provided in Section 605 of the Code) on the date of approval by the Board of
Directors, and (3) the approval of the Board of Directors is by a vote
sufficient without counting the vote of any interested director or directors.

(c) The corporation shall not make any loan of money or property to, or
guarantee the obligation of, any person upon the security of shares of the
corporation or of its parent if the corporation's recourse in the event of
default is limited to the security for the loan or guaranty, unless the loan or
guaranty is adequately secured without considering these shares, or the loan or
guaranty is approved by a majority of the shareholders entitled to act thereon.

(d) Notwithstanding Subparagraph (a) above, a corporation may advance
money to a director or officer of the corporation or of its parent for any
expenses reasonably anticipated to be incurred in the performance of the duties
of the director or officer, provided that in the absence of the advance the
director or officer would be entitled to be reimbursed for the expenses by the
corporation, its parent, or any subsidiary.

(e) The provisions of Subparagraph (a) above do not apply to the payment
of premiums in whole or in part by a corporation on a life insurance policy on
the life of a director or officer so long as repayment to the corporation of
the amount paid by it is secured by the proceeds of the policy and its cash
surrender value.

(f) This Section 3.11 does not apply to any of the following: (1) any
transaction, plan or agreement permitted under Section 408 of the California
General Corporation Law; or (2) any loan or guaranty made by a corporation that
makes loans or guaranties in the ordinary course of its business if statutes or
regulations pertaining to the corporation expressly regulate the making by the
corporation of loans to its officers or directors or the undertaking of
guaranties of the obligations of its officers or directors.

(g) For the purposes of Subparagraph (a) and (c) of this Section 3.11,
"approval by a majority of the shareholders entitled to act" means either (1)
written consent of a majority of the outstanding

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shares without counting as outstanding or consenting any shares owned by any
officer or director eligible to participate in the plan or transaction that is
subject to this approval, (2) the affirmative vote of a majority of the shares
present and voting at a duly held meeting at which a quorum is otherwise
present, without counting for purposes of the vote as either present or voting
any shares owned by any officer or director eligible to participate in the plan
or transaction that is subject to the approval, or (3) the unanimous vote or
written consent of the shareholders. In the case of a corporation which has
more than one class or series of shares outstanding, the "shareholders entitled
to act" within the meaning of this section includes only holders of those
classes or series entitled under the Articles of Incorporation to vote on all
matters before the shareholders or to vote on the subject matter of this
section, and includes a requirement for separate class or series voting, or for
more or less than one vote per share, only to the extent required by the
Articles of Incorporation.

Article IV. Officers.

Section 4.1. Officers. The officers of the corporation shall consist of a
chairman of the board or a president, or both, a secretary, a chief financial
officer and such additional officers as stated in these bylaws or determined by
the Board of Directors in accordance with Section 4.3 of these bylaws and as
may be necessary to enable the corporation to sign instruments and share
certificates. Any number of offices may be held by the same person.

Section 4.2. Elections. All officers of the corporation, except such officers
as may be otherwise appointed in accordance with Section 4.3, shall be chosen
by the Board of Directors, and serve at the pleasure of the Board of Directors,
subject to the rights, if any, of an officer under any contract of employment.

Section 4.3. Other Officers. The Board of Directors, at its discretion, may
appoint, or empower the president to appoint, one or more vice presidents, one
or more assistant secretaries, a treasurer, one or more assistant treasurers or
such other officers as the business of the corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as provided in these bylaws or as the Board of Directors may from time
to time determine.

Section 4.4. Removal. Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or without
cause, by the Board of Directors or, except in the case of an officer chosen by
the Board of Directors, by an officer upon whom such power of removal may be
conferred by the Board of Directors.

Section 4.5. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the president or the secretary
of the corporation without prejudice to the rights, if any, of the corporation
under any contract to which such officer is a party. Any such resignation
shall take effect on the date of receipt of such notice or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 4.6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these bylaws for regular appointments to such office.

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Section 4.7. Chairman of the Board. The chairman of the board, if there shall
be such an officer, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors. If there is no
president, the chairman of the board shall in addition be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 4.8 below.

Section 4.8. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the chairman of the board, if there be such
an officer, the president shall be chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and affairs of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there be none, at all meetings of
the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation and shall
have such other powers and duties as may be prescribed by the Board of
Directors or these bylaws.

Section 4.9. Vice Presidents. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a vice president designated by the Board of
Directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by
the Board of Directors, these bylaws, the president or chairman of the board.

Section 4.10. Secretary. The secretary shall keep or cause to be kept, at the
principal executive office of the corporation or such other place as the Board
of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names
of all shareholders and their addresses, the number of shares held by each,
the number and date of certificates evidencing such shares, and the number and
date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required to be given by law
or by these bylaws. He shall keep the seal of the corporation, if one be
adopted, in safe custody. The secretary shall not be deemed an executive
officer of the corporation and shall be limited in his responsibilities and
authority to the types of ministerial acts described in this Section 4.10 and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or by these bylaws.

Section 4.11. Chief Financial Officer. The chief financial officer shall have
general supervision, direction and control of the financial affairs of the
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these bylaws. In the absence of a named

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treasurer, the chief financial officer shall be authorized and empowered to
sign as treasurer in any case where such officer's signature is required. The
chief financial officer shall keep or cause to be kept and maintained adequate
and correct books and records of accounts of the properties and business
transactions of the corporation, including its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares. The books
of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the president and directors, whenever they request it, an account of
all of his transactions as chief financial officer and of the financial
condition of the corporation and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these bylaws.

Article V. Records and Reports.

Section 5.1. Books, Records and Reports.

(a) Books of Account and Records. The corporation shall keep adequate and
correct books and records of account and shall keep minutes of the proceedings
of its shareholders, the Board and committees of the Board and shall keep at
its principal executive office, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each. Such minutes
shall be kept in written form. Such other books and records shall be kept
either in written form or in any other form capable of being converted into
written form.

(b) Annual Report. The annual report to shareholders referred to in
Section 1501(a) of the California General Corporation Law is expressly
dispensed with, but nothing herein shall be interpreted as prohibiting the
Board of Directors from issuing annual or other periodic reports to the
shareholders of the corporation as the Board considers appropriate. In
conformity with Section 1501 of the California General Corporation Law, if this
corporation has 100 or more shareholders of record, an annual report shall be
sent to the shareholders of this corporation not later than 120 days after the
close of the fiscal year and at least 15 (or, if sent by third-class mail, 35)
days prior to the annual meeting of shareholders to be held during the next
fiscal year. This report shall contain a balance sheet as of the end of that
fiscal year and an income statement and statement of changes in financial
position for that fiscal year, accompanied by a report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit
from the books and records of the corporation. Such report shall also include
such further statements required by law applicable to the corporation from time
to time.

(c) Shareholders' Requests for Financial Reports. If no annual report for
the last fiscal year has been sent to the shareholders, the corporation shall,
upon the written request of any shareholder made more than 120 days after the
close of such fiscal year, deliver or mail to the shareholder making the
request within 30 days thereafter the same financial statements required by
Section 1501(a) of the California General Corporation Law for that year. Any
shareholder or shareholders

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<PAGE> 19
holding at least five percent of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income
statement of the corporation for the three-month, six-month or nine-month
period of the current fiscal year ended more than 30 days prior to the date of
the request and a balance sheet of the corporation as of the end of the period
and, in addition, if no annual report for the last fiscal year has been sent to
shareholders, the statements referred to in Section 1501(a) of the California
General Corporation Law for the last fiscal year. The statements shall be
delivered or mailed to the person making the request within 30 days after
receipt thereof. A copy of the statements shall be kept on file in the
principal office of the corporation for 12 months and it shall be exhibited at
all reasonable times to any shareholder demanding an examination of the
statements or a copy shall be mailed to such shareholder upon demand.

The quarterly income statements and balance sheets referred to in this
Section 5.1(c) shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that the financial statements were
prepared without audit from the books and records of the corporation.

The corporation also shall, upon the written request of any
shareholder, mail to the shareholder a copy of the last annual, semiannual or
quarterly income statement which it has prepared and a balance sheet as of the
end of the period.

Section 5.2. Rights of Inspection.

(a) By Shareholders.

(1) Record of Shareholders. Any shareholder or shareholders
holding at least five percent in the aggregate of the outstanding voting shares
of the corporation or who hold at least one percent of such voting shares and
have filed a Schedule 14B with the United States Securities and Exchange
Commission relating to the election of directors of the corporation shall have
an absolute right to do either or both of the following: (i) inspect and copy
the record of shareholders' names and addresses and shareholdings during usual
business hours upon five business days' prior written demand upon the
corporation or (ii) obtain from the transfer agent for the corporation, upon
written demand and upon the tender of its usual charges for such a list (the
amount of which charges shall be stated to the shareholder by the transfer
agent upon request), a list of the names and addresses of the shareholders, who
are entitled to vote for the election of directors, and their shareholdings, as
of the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. The list shall
be made available on or before the later of five business days after demand is
received or the date specified therein as the date as of which the list is to
be compiled.

The record of shareholders shall also be open to inspection
and copying by a shareholder or holder of a voting trust certificate at any
time during usual business hours, upon written demand on the corporation, for a
purpose reasonably related to such holder's interests as a shareholder or
holder of a voting trust certificate. Any inspection and copying under Section
5.2(a) may be made in person or by agent or attorney.

(2) Accounting Books and Records. The accounting books and
records and minutes of proceedings of the shareholders, the Board of Directors
and the committees of the Board of Directors

-15-
<PAGE> 20
shall be open to inspection upon the written demand on the corporation of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for a purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall also extend to the records of each subsidiary of
the corporation. Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

(3) Bylaws. The corporation shall keep at its principal executive
office in this state, or if its principal executive office is not in this state
at its principal business office in this state, the original or a copy of its
bylaws, as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside this state and the corporation
has no principal business office in this state the corporation shall upon the
written request of any shareholder furnish to such shareholder a copy of the
bylaws as amended to date.

(b) By Directors. Every director of the corporation shall have the
absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and to inspect the physical properties of the
corporation and also of its subsidiary corporations, domestic or foreign. Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.

Article VI. Miscellaneous.

Section 6.1. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of or payable to the corporation shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

Section 6.2. Authority to Execute Contracts. The Board of Directors may
authorize any officer or officers or agent or agents to enter into any contract
or execute any instrument in the name of or on behalf of the corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized by the Board of Directors, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or to any amount.

Section 6.3. Representation of Shares of Other Corporations. The chairman of
the board, if any, the president or any vice president and the secretary or
assistant secretary of the corporation are authorized to vote, represent and
exercise on behalf of the corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of the
corporation. The authority herein granted to said officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised either by
such officers in person or by any other person authorized so to do by proxy or
power of attorney duly executed by said officers.

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<PAGE> 21
Section 6.4. Indemnification and Insurance.

(a) For the purposes of this Section 6.4, "director" means any person who
is or was a director of the corporation, or is or was serving at the request of
the corporation as a director of another foreign or domestic corporation, or
was a director of a foreign or domestic corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes, without limitation, attorneys' fees and
any expenses of establishing a right to indemnification under Subparagraph (d)
or (e)(3) of this Section 6.4.

(b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was a director of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding 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. The
termination of any proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

(c) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith, in a
manner such person believed to be in the best interests of the corporation and
with such care, including reasonable inquiry, as an ordinary prudent person in
a like position would use under similar circumstances. No indemnification
shall be made under this Subparagraph (c):

(1) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall determine;

(2) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or

(3) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval.

(d) To the extent that a director of the corporation has been successful
on the merits on defense of any proceeding referred to in Subsection (b) or (c)
above or in defense of any claim, issue or

-17-
<PAGE> 22
matter therein, the director shall be indemnified against expenses actually and
reasonably incurred by the director in connection therewith.

(e) Except as provided in Subsection (d) above, any indemnification shall
be made by the corporation only if authorized in the specific case, upon a
determination that indemnification of the director is proper in the
circumstances because the director has met the applicable standard of conduct
set forth in Subsection (b) or (c) above, by:

(1) A majority vote of a quorum consisting of directors who are
not parties to such proceeding;

(2) Approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or

(3) The court in which such proceeding is or was pending upon
application made by the corporation or the director or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the director, attorney or other person is opposed by the
corporation.

Upon request by a director for indemnification, the Board of Directors
shall undertake to make a reasonable and prompt determination concerning the
propriety of indemnification of the director and, in the event no quorum of
disinterested directors is available, shall direct that the matter be
considered at the next duly held meeting of shareholders at which a quorum is
present.

(f) Expenses incurred in defending any proceeding shall be advanced by the
corporation prior to the final disposition of such proceeding upon receipt of
an undertaking by or on behalf of the director to repay such amount unless it
shall be determined ultimately that the director is entitled to be indemnified
as authorized in this section. Notwithstanding the foregoing, no advance shall
be made by this corporation if a determination is reasonably and promptly made
by the Board of Directors by a majority vote of a quorum of disinterested
directors that, based upon the facts known to the Board at the time such
determination is made, such person acted in bad faith and in a manner that such
person did not believe to be in the best interest of the corporation, or, with
respect to any criminal proceeding, that such person believed or had reasonable
cause to believe his conduct was unlawful. In no event shall any advance be
made in instances where the Board reasonably determines that such person
deliberately breached his duty to the corporation or its shareholders.

(g) The corporation shall have power to purchase and maintain insurance on
behalf of any agent of the corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent's status
as such whether or not the corporation would have the power to indemnify the
agent against such liability under the provisions of this section.

Section 6.5. Employee Stock Purchase Plans. The corporation may adopt and
carry out a stock purchase plan or agreement or stock option plan or agreement
providing for the issue and sale for such consideration as may be fixed of its
unissued shares, or of issued shares acquired or to be acquired, to one or more
of the employees or directors of the corporation or a subsidiary or parent
thereof or to a trustee on their behalf and for the payment for such shares in
installments or at one

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<PAGE> 23
time, and may provide for aiding any such persons in paying for such shares by
compensation for services rendered, promissory notes or otherwise.

A stock purchase plan or agreement or stock option plan or agreement
may include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until full payment therefor, the
effect of the termination of employment, an option or obligation on the part of
the corporation to repurchase the shares upon termination of employment,
subject to the provisions of the California General Corporation Law,
restrictions upon transfer of the shares and the time limits of and termination
of the plan.

Section 6.6. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.

Section 6.7. Reimbursement of Disallowed Compensation. Any payments made to
an officer or director of the corporation including, but not limited to,
payments of compensation, interest, rent or reimbursement for expenses, which
payments are disallowed to the corporation in whole or in part by the Internal
Revenue Service as a deductible business expense, shall at the option of the
corporation, be reimbursed by such officer or director to the corporation to
the full extent of the amount so disallowed. Any officer or director of the
corporation who shall have received payment of any such amounts so disallowed
shall promptly, on demand, reimburse the corporation for the same. The
corporation may withhold the amount of any such disallowance from the future
compensation or other payments which may be due or become due to such officer
or director if he does not reimburse the corporation on demand.

Article VII. Amendments.

Section 7.1. Power of Shareholders. New bylaws may be adopted or these bylaws
may be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote or by the written consent of such
shareholders, except as otherwise provided by law or by the Articles of
Incorporation.

Section 7.2. Power of Directors. Subject to the right of shareholders as
provided in Section 7.1 to adopt, amend or repeal bylaws, any bylaw may be
adopted, amended or repealed by the Board of Directors other than a bylaw or
amendment thereof changing the authorized number of directors, if such number
is fixed, or the maximum-minimum limits thereof, if an indefinite number.

-19-
<PAGE> 24
CERTIFICATE OF SECRETARY

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of Tekelec,
and that the foregoing bylaws, comprising nineteen (19) pages, were adopted as
the bylaws of said corporation as of the lst day of February, 1987, by the
Board of Directors of said corporation.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the corporate seal this 30th day of November, 1987.

/s/ RONALD W. BUCKLY
--------------------------------------
Ronald W. Buckly, Secretary
[SEAL]

<PAGE> 25
TEKELEC

CERTIFICATE OF SECRETARY

I hereby certify that I am the duly elected, qualified and acting
Secretary of Tekelec, a California corporation (the "Company"), and that,
pursuant to resolutions of the Board of Directors of the Company at a meeting
duly held on December 6, 1987, the following amendment to the Bylaws of the
Company was adopted:

Section 6.4. of Article VI was amended to read in its entirety
as follows:

Section 6.4. Indemnification and Insurance.

(a) For the purposes of this Section 6.4, "director"
means any person who is or was a director of the corporation,
or is or was serving at the request of the corporation as a
director of another foreign or domestic corporation, or was a
director of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to
indemnification under Subparagraph (d) or (e)(3) of this
Section 6.4.

(b) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of
the fact that such person is or was a director of the
corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in
connection with such proceeding 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. The termination of any
proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the
person's conduct was unlawful.

<PAGE> 26
a judgment in its favor by reason of the fact that such person
is or was a director of the corporation, against expenses
actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person
acted in good faith, in a manner such person believed to be in
the best interests of the corporation and its shareholders.
No indemnification shall be made under this Subparagraph (c):

(1) In respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to
the corporation in the performance of such person's duty to
the corporation and its shareholders, unless and only to the
extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for expenses and then only to
the extent that the court shall determine;

(2) Of amounts paid in settling or otherwise
disposing of a pending action without court approval; or

(3) Of expenses incurred in defending a pending
action which is settled or otherwise disposed of without court
approval.

(d) To the extent that a director of the corporation has
been successful on the merits in defense of any proceeding
referred to in Subsection (b) or (c) above or in defense of
any claim, issue or matter therein, the director shall be
indemnified against expenses actually and reasonably incurred
by the director in connection therewith.

(e) Except as provided in Subsection (d) above, any
indemnification shall be made by the corporation only if
authorized in the specific case, upon a determination that
indemnification of the director is proper in the circumstances
because the director has met the applicable standard of
conduct set forth in Subsection (b) or (c) above, by any of
the following:

(1) A majority vote of a quorum consisting of
directors who are not parties to such proceeding.

(2) If such quorum of directors is not
obtainable, by independent legal counsel in a written opinion.

(3) Approval of the shareholders, with the shares
owned by the person to be indemnified not being entitled to
vote thereon.

(4) The court in which such proceeding is or was
pending upon application made by the corporation or the
director or the

-2-
<PAGE> 27
attorney or other person rendering services in connection with
the defense, whether or not such application by the director,
attorney or other person is opposed by the corporation.

Upon request by a director for indemnification, the
Board of Directors shall undertake to make a reasonable and
prompt determination concerning the propriety of
indemnification of the director and, in the event no quorum of
disinterested directors is available, shall direct that the
matter be either determined by independent legal counsel in a
written opinion or considered at the next duly held meeting of
shareholders at which a quorum is present.

(f) Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf
of the director to repay such amount if it shall be determined
ultimately that the director is not entitled to be indemnified
as authorized in this section. Notwithstanding the foregoing,
no advance shall be made by this corporation if a
determination is reasonably and promptly made by the Board of
Directors by a majority vote of a quorum of disinterested
directors that, based upon the facts known to the Board at the
time such determination is made, such person acted in bad
faith or in a manner that such person did not believe to be in
the best interests of the corporation, or, with respect to any
action by or in the right of the corporation to procure a
judgment in its favor, that such person acted in bad faith or
in a manner such person did not believe to be in the best
interests of the corporation and its shareholders, or, with
respect to any criminal proceeding, that such person believed
or had reasonable cause to believe his conduct was unlawful.
In no event shall any advance be made in instances where the
Board reasonably determines that such person deliberately
breached his duty to the corporation or its shareholders;

(g) The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent's status as
such whether or not the corporation would have the power to
indemnify the agent against such liability under the
provisions of this section.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal this 2nd day of February, 1988.

[SEAL]
/s/ RONALD W. BUCKLY
----------------------------------------
Ronald W. Buckly, Secretary

-3-
<PAGE> 28
TEKELEC

CERTIFICATE OF SECRETARY

I hereby certify that I am the duly elected, qualified and acting
Secretary of Tekelec, a California corporation (the "Company"), and that,
pursuant to resolutions of the Board of Directors of the Company at a meeting
duly held on February 19, 1994, the following amendment to the Bylaws of the
Company was adopted:

Section 3.2 of Article III was amended to read in its entirety as
follows:

Section 3.2. Number and Qualification of Directors. The
number of directors of this corporation shall not be less than
five (5) nor more than nine (9). The exact number of
directors shall be seven (7) until changed, within the limits
specified above, by a bylaw amending this Section 3.2, duly
adopted by the Board of Directors or by the shareholders. The
indefinite number of directors may be changed, or a definite
number fixed without provision for an indefinite number, by a
duly adopted amendment to the Articles of Incorporation or by
an amendment to this bylaw duly adopted by the vote or written
consent of holders of two-thirds (2/3) of the outstanding
shares entitled to vote; provided however, that an amendment
reducing the number or the minimum number of directors to a
number less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting of the shareholders, or the
shares not consenting in the case of an action by written
consent, are equal to more than sixteen and two-thirds (16
2/3) of the outstanding shares entitled to vote thereon. No
amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated
minimum number of directors minus one (1).

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal this 3rd day of May, 1995.

/s/ RONALD W. BUCKLY
----------------------------------------
Ronald W. Buckly, Secretary

<PAGE> 29
TEKELEC

CERTIFICATE OF SECRETARY

I hereby certify that I am the duly elected, qualified and acting
Secretary of Tekelec, a California corporation (the "Company"), and that,
pursuant to resolutions duly adopted (i) by the Board of Directors of the
Company at a meeting held on February 4, 1995, and (ii) by the shareholders of
the Company at a meeting held on May 12, 1995, Section 3.11(b) of Article III
of the Bylaws of the Company was amended to read in its entirety as follows:

(b) The Board of Directors alone may approve loans of
money or property to, or the guarantee of obligations of, any
officer of the corporation, whether or not a director, or an
employee benefit plan authorizing such a loan or guaranty to
an officer provided that (1) the Board of Directors determines
that such a loan or guaranty or plan may reasonably be
expected to benefit the corporation, (2) the corporation has
outstanding shares held of record by 100 or more persons
(determined as provided in Section 605 of the California
General Corporation Law) on the date of approval by the Board
of Directors, and (3) the approval of the Board of Directors
is by a vote sufficient without counting the vote of any
interested director or directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal this 15th day of May, 1995.

/s/ RONALD W. BUCKLY
----------------------------------------
Ronald W. Buckly, Secretary

<PAGE> 1
EXHIBIT 5.1

May 18, 1995

Tekelec
26580 West Agoura Road
Calabasas, California 91302

Re: Tekelec - Registration Statement on Form S-3

Gentlemen:

We have acted as securities counsel for Tekelec, a California
corporation (the "Company"), in connection with the preparation by the Company
of a registration statement on Form S-3 (the "Registration Statement;"
Registration No. 33-58551) under the Securities Act of 1933 relating to the
registration and public offering (the "Offering") by the Company of 1,750,000
shares of the Company's Common Stock, without par value (the "Firm Shares").
The Offering also involves the grant to the several underwriters of an option
to purchase up to an additional 262,500 shares of the Company's Common Stock,
without par value (the "Option Shares"), from the Company to cover
over-allotments, if any (the Firm Shares and the Option Shares are hereinafter
collectively referred to as the "Shares").

In connection with the preparation of the Registration
Statement, we have examined such documents, instruments, records, 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 all signatures thereon.

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 (such Registration Statement
as it finally becomes effective, or, if required to be post-effectively
amended, then as it is so amended, is referred to hereinafter as the "Final
Registration Statement"), and when the applicable provisions of "Blue Sky" or
other state securities laws shall have been complied with, and when the Shares
are issued and sold in accordance with the terms

<PAGE> 2

Tekelec
May 18, 1995
Page 2

described in the prospectus forming a part of the Final Registration Statement,
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 references 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

CB/map

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the inclusion in this Pre-Effective Amendment No. 2 to
registration statement on Form S-3 (File No. 33-58551) 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 consolidated financial statements of Tekelec. We also consent
to the reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Sherman Oaks, California

May 18, 1995