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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*
Tekelec
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
879101103
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- ---------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Exhibit Index is Page 11 of 14 Pages
<PAGE> 2
Page 2 of 14 Pages
CUSIP No. 879101103 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tekelec-Airtronic, S.A. ("T-A")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH: 0 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Page 3 of 14 Pages
CUSIP No. 879101103 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jean-Claude Asscher
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,669,284(1) shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 437,142(1) shares comprised of: (a) 60,350(1) shares,
the voting power with respect to which is shared with
OWNED BY Muriel Asscher (Mr. Asscher's spouse) and (b) 376,792(1)
shares, the voting power with respect to which is shared
EACH with Tekelec F; except that Mr. Asscher may also be
deemed to share voting power with (i) Muriel Asscher of
REPORTING an additional 125,464(1) shares owned of record by Muriel
Asscher and (ii) Natinco, S.A. and Edouard Givel of an
PERSON additional 10,546,256(1) shares owned of record by
Natinco, S.A.
WITH: --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,669,284(1) shares
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
437,142(1) shares comprised of: (a) 60,350(1) shares, the
voting power with respect to which is shared with Muriel
Asscher and (b) 376,792(1) shares, the dispositive power
with respect to which is shared with Tekelec F; except
that Mr. Asscher may also be deemed to share dispositive
power with (i) Muriel Asscher of an additional 125,464(1)
shares owned of record by Muriel Asscher and (ii)
Natinco, S.A. and Edouard Givel of an additional
10,546,256(1) shares owned of record by Natinco, S.A.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,426(1) shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 14 Pages
CUSIP No. 879101103 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tekelec F
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 376,792(1) shares, the voting power of which is shared
with Jean-Claude Asscher who is the president and
OWNED BY majority shareholder of Tekelec F.
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares
--------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH: 376,792(1) shares, the dispositive power of which is
shared with Jean-Claude Asscher who is the president and
majority shareholder of Tekelec F.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,792(1) shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 14 Pages
CUSIP No. 879101103 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Natinco, S.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 10,546,256(1) shares, the voting power of which is
shared with Edouard Givel, who owns substantially all
OWNED BY of the equity interest in Natinco, S.A., except that
Jean-Claude Asscher may be deemed to share the voting
EACH power of these shares due to the fact that he has from
time to time acted for, and is an advisor to, Mr. Givel.
REPORTING --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
PERSON
0 shares
WITH: --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
10,546,256(1) shares, the dispositive power of which
is shared with Edouard Givel, who owns substantially
all of the equity interest in Natinco, S.A., except
that Jean-Claude Asscher may be deemed to share the
dispositive power of these shares due to the fact
that he has from time to time acted for, and is an
advisor to, Mr. Givel.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,546,256(1) shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
Page 6 of 14 Pages
CUSIP No. 879101103 SCHEDULE 13G
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edouard Givel
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0 shares
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 10,546,256(1) shares, the voting power of which is
shared with Natinco, S.A., the record holder of these
OWNED BY shares, except that Jean-Claude Asscher may be deemed
to share the voting power of these shares due to the
EACH fact that he has from time to time acted for, and is
an advisor to, Mr. Givel.
REPORTING --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
PERSON
0 shares
WITH: --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
10,546,256(1) shares, the dispositive power of which is
shared with Natinco, S.A., the record holder of these
shares, except that Jean-Claude Asscher may be deemed
to share the dispositive power of these shares due to
the fact that he has from time to time acted for, and
is an advisor to, Mr. Givel.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,546,256(1) shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7 of 14 Pages
Item 1(a) Name of Issuer:
Tekelec
Item 1(b) Address of Issuer's Principal Executive Offices:
26580 West Agoura Road
Calabasas, CA 91302
Item 2(a) Name of Person Filing:
This Statement is being filed by Tekelec-Airtronic, S.A.; Jean-Claude
Asscher; Tekelec F; Natinco, S.A.; and Edouard Givel, who are
sometimes collectively referred to as the "Reporting Persons." The
Reporting Persons may be deemed to be a "group" for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and
the rules thereunder (the "Act"), although each expressly disclaims
any assertion or presumption that it or any of the other persons on
whose behalf this Statement is filed constitutes a "group." Neither
the filing of this Statement nor the Agreement [see Exhibit 1] should
be construed individually or collectively to be an admission that any
of the Reporting Persons is a member of a "group" consisting of one or
more of the Reporting Persons or any one or more other persons.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of
Tekelec-Airtronic, S.A. and Tekelec F is 5, rue Carle Vernet,
92315 Sevres Cedex, France; and of Natinco, S.A. is 15, rue de la
Chapelle, L-1325 Luxembourg. The residence address of Mr. Asscher
is 34 Avenue Raphael, 75016 Paris, France; and of Mr. Givel is
31, Chemin des Courbes, 1247 Anieres, Switzerland.
Item 2(c) Citizenship:
Tekelec-Airtronic, S.A.; Tekelec F and Natinco, S.A. are French,
French and Luxembourg corporations, respectively. Mr. Asscher and
Mr. Givel are French and Swiss citizens, respectively.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
879101103
Item 3 If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
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Page 8 of 14 Pages
Item 4 Ownership:
The following information with respect to the ownership of Tekelec's
Common Stock by the Reporting Persons is provided as of December 31,
1998, the last day of the year covered by this Statement.
(a) Amount Beneficially Owned:
See Row 9 of cover page for each Reporting Person.
With respect to the aggregate amount of shares beneficially owned
by Mr. Asscher, such amount does not include an aggregate of
10,671,720(1) shares as to which Mr. Asscher disclaims beneficial
ownership, including (i) 125,464(1) shares owned by Muriel Asscher
(Mr. Asscher's spouse) and (ii) 10,546,256(1) shares owned by
Natinco, S.A. This report shall not be deemed an admission that
Mr. Asscher is the beneficial owner of such 10,671,720(1) shares
for purposes of Section 13(d) or 13(g) of the Act or for any other
purpose.
(b) Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person.
(ii) shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person.
(iii) sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person.
(iv) shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
<PAGE> 9
Page 9 of 14 Pages
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
To the best knowledge of each of the Reporting Persons, no person other
than each of the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Tekelec Common Stock owned by each of the Reporting
Persons, respectively, except that: (a) Mr. Givel may be deemed to have
such rights with respect to Natinco, S.A., due to the fact that he owns
substantially all of the equity interest therein; and (b) Mr. Asscher
may be deemed to have such rights with respect to the shares
beneficially owned by Tekelec F, due to the fact that he is the
president and majority shareholder thereof, and with respect to the
shares beneficially owned by Natinco, S.A., due to the fact that he has
from time to time acted for, and is an advisor to, Mr. Givel.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
See Exhibit 2.
The Reporting Persons may be deemed to be a "group" for the purposes of
Section 13(d) and 13(g) of the Act, although each expressly disclaims
any assertion or presumption that it or the other persons on whose
behalf this Statement is filed constitute a "group." The filing of this
Statement should not be construed to be an admission that any of the
Reporting Persons is a member of a "group" consisting of one or more
such persons.
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
Not applicable
<PAGE> 10
Page 10 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 3, 1999
/s/ Jean-Claude Asscher
- ------------------------------------------
Jean-Claude Asscher, on behalf of himself,
on behalf of Tekelec-Airtronic, S.A., as
the President thereof and on behalf of
Tekelec F, as the President thereof.
/s/ Edouard Givel
- ------------------------------------------
Edouard Givel, on behalf of himself and
on behalf of Natinco, S.A., pursuant to
a Power of Attorney [see Exhibit 3(2)].
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
- ---------------
(1) On 6/19/98 the Common Stock of Tekelec split 2-for-1. As a result, the
Reporting Persons received one additional share for each share of Tekelec
Common Stock held of record on 6/19/98. All share data set forth herein
reflects the stock split.
(2) Incorporated by reference to Amendment No. 11 to the Reporting Persons'
Schedule 13G filed with the Commission on February 13, 1997.
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Page 11 of 14 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
- -------------- ---------------------------------------- -------------------
<S> <C> <C>
1 Agreement to File Joint Statements Page 12 of 14 pages
on Schedule 13G
2 Identification of the Reporting Page 14 of 14 pages
Persons
3 Procuration [Power of Attorney(3)] Page 10 of 14 pages
</TABLE>
- ---------------
(3) Incorporated by reference to Amendment No. 11 to the Reporting Persons'
Schedule 13G filed with the Commission on February 13, 1997.
<PAGE> 1
Page 12 of 14 Pages
Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the 3rd day of February, 1999 by and
among Tekelec-Airtronic, S.A., a French corporation ("T-A"); Jean-Claude
Asscher, a French citizen ("JCA"); Tekelec F, a French corporation ("Tekelec
F"); Natinco, S.A., a Luxembourg corporation ("Natinco"); and Edouard Givel, a
Swiss citizen ("Givel"), and replaces in its entirety that certain Agreement to
File Joint Statements on Schedule 13G, dated as of February 5, 1988, by and
among T-A, JCA, Natinco and Givel.
W I T N E S S E T H
WHEREAS, T-A, JCA, Tekelec F, Natinco and Givel may be deemed to have held
or to hold beneficial ownership, individually and/or in the aggregate, of more
than five percent of the shares of the Common Stock of Tekelec, a California
corporation (the "Common Stock"), as of December 31, 1998 and as of December 31
of each calendar year thereafter;
WHEREAS, the Common Stock has been registered by Tekelec under Section
12(g) of the Securities Exchange Act of 1934 (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities as of the end
of any calendar year is, under certain circumstances, permitted and/or required
to file with the Securities and Exchange Commission a statement on Schedule 13G;
and
WHEREAS, Rule 13d-1(f) under the Act provides that, whenever two or more
persons are permitted to file a statement on Schedule 13G with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as
follows:
Each of T-A, JCA, Tekelec F, Natinco and Givel hereby agrees, in accordance
with Rule 13d-1(f) under the Act, to file jointly any and all statements and
amended statements on Schedule 13G (the "Statements") which may now or hereafter
be required to be filed by them with respect to the Common Stock beneficially
owned or deemed to be beneficially owned by each of them pursuant to Sections
13(d) and 13(g) of the Act and the rules thereunder.
<PAGE> 2
Page 13 of 14 Pages
Each of T-A, JCA, Tekelec F, Natinco and Givel hereby agrees that such
Statements shall be filed jointly on behalf of each of them and that a copy of
this Agreement shall be filed as an exhibit thereto in accordance with
Rule 13d-1(f)(iii) under the Act.
Each of T-A, JCA, Tekelec F, Natinco and Givel agrees that neither this
Agreement nor the filing of any Statements shall be construed to be an admission
that any of T-A, JCA, Tekelec F, Natinco and Givel is a member of a "group"
pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder.
This Agreement may be executed in one or more counterparts which
together shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this
Agreement to be signed on their behalf by their duly authorized representatives
as of the date first above written.
/s/ Jean-Claude Asscher
- ------------------------------------------
Jean-Claude Asscher, on behalf
of himself, on behalf of
Tekelec-Airtronic, S.A.,
and on behalf of Tekelec F
/s/ Edouard Givel
- -----------------------------------------
Edouard Givel, on behalf of himself
and on behalf of Natinco, S.A.
<PAGE> 1
Page 14 of 14 Pages
Exhibit 2
The Reporting Persons are identified below:
Tekelec-Airtronic, S.A. is a French corporation.
Tekelec F is a French corporation.
Natinco, S.A. is a Luxembourg corporation.
Jean-Claude Asscher is a French citizen and the president and majority
shareholder of each of Tekelec-Airtronic, S.A. and Tekelec F
Edouard Givel is a Swiss citizen and the owner of substantially all the equity
interest of Natinco, S.A.
