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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 19, 1999
TEKELEC
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(Exact name of registrant as specified in its charter)
California 0-15135 95-2746131
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
26580 West Agoura Road, Calabasas, California 91302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 880-5656
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ITEM 5. OTHER EVENTS.
On October 19, 1999, Tekelec, a California corporation (the "Registrant"),
issued a press release announcing that it intends to raise approximately
$100,000,000 in gross proceeds ($115,000,000 if the over-allotment is exercised
in full) from the issuance and sale of convertible subordinated discount notes
(the "Notes") in a private offering exempt from the registration requirements of
the Securities Act of 1933, as amended. The Registrant intends to use the net
proceeds from the sale of the Notes to refinance the subordinated notes in the
aggregate principal amount of $100,000,000 issued by the Registrant in
connection with its May 1999 acquisition of all of the outstanding stock of IEX
Corporation, a Nevada corporation, and the excess, if any, will be used for
working capital and other general corporate purposes.
A copy of the Registrant's press release dated October 19, 1999 is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description of Exhibit
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99.1 Press Release of the Registrant dated October 19, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEKELEC
Date: October 20, 1999 By: RONALD W. BUCKLY
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Ronald W. Buckly,
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release of the Registrant dated October 19, 1999
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EXHIBIT 99.1
[Corporate Logo]
TEKELEC NEWS RELEASE
FOR IMMEDIATE RELEASE
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Contacts:
Eric Randerson
Director, Investor Relations
818/880-7821
[email protected]
Tekelec Announces Proposed Offering of Convertible Subordinated Discount Notes
Calabasas, CA (Tuesday, October 19, 1999): Tekelec (Nasdaq NM:TKLC) today
announced that it intends to raise approximately $100 million in gross proceeds
from the issuance of convertible subordinated discount notes ($115 million if
the over-allotment option is exercised in full). The notes will be offered in
the United States only to qualified institutional buyers and institutional
accredited investors pursuant to exemptions from the registration requirements
of the Securities Act of 1933, as amended. The notes may also be offered outside
the U.S. in accordance with Regulation S under the Securities Act. The notes
will be convertible into shares of Tekelec's common stock and will have a
five-year term.
The net proceeds of the offering will be used by Tekelec to refinance the $100
million in subordinated notes issued in connection with the acquisition of IEX
Corporation, and any excess will be used for working capital and other general
corporate purposes. The offering is subject to market conditions and other
factors.
The notes to be offered will not be registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or available exemptions from the registration requirements.
Tekelec, a supplier of signaling and control systems, develops network switching
and diagnostic solutions for telecommunications networks. The company also
provides products and solutions for call centers and other telecommunications
markets. Tekelec has its headquarters in Calabasas, California, and divisions in
Morrisville, North Carolina, and Richardson, Texas. For more information, please
visit www.tekelec.com.
