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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): November 3, 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 November 3, 1999, Tekelec, a California corporation (the
"Registrant"), issued a press release announcing that it had completed its
private placement of $135,000,000 principal amount at maturity of its 3.25%
convertible subordinated discount notes due 2004 (the "Notes"), issued at 85.35%
of their face amount (equivalent to gross proceeds at issuance before discounts
and expenses of approximately $115,200,000). The Registrant intends to use the
net proceeds from the sale of the Notes to refinance the subordinated notes in
the aggregate principal amount of $100,000,000 issued by the Registrant in
connection with its May 1999 acquisition of all of the outstanding stock of IEX
Corporation, a Nevada corporation, and the excess will be used for working
capital and other general corporate purposes.
A copy of the Registrant's press release dated November 3,
1999 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description of Exhibit
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99.1 Press Release of the Registrant dated November 3, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEKELEC
Date: November 4, 1999 By: /s/ RONALD W. BUCKLY
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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 November 3, 1999
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EXHIBIT 99.1
[Corporate Logo]
TEKELEC NEWS RELEASE
FOR IMMEDIATE RELEASE NOVEMBER 3, 1999
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Contact: Erik Randerson
Director, Investor Relations
818/880-7821
[email protected]
TEKELEC COMPLETES PRIVATE PLACEMENT OF
3.25% CONVERTIBLE SUBORDINATED DISCOUNT NOTES
Calabasas, CA (Wednesday, November 03, 1999): Tekelec (Nasdaq NM: TKLC) today
announced that it has completed its private placement of $135 million principal
amount at maturity of its 3.25% convertible subordinated discount notes due
2004, issued at 85.35% of their face amount (equivalent to gross proceeds at
issuance before discounts and expenses of approximately $115.2 million). The
gross proceeds at issuance included approximately $15.2 million from the sale of
notes issued upon the initial purchasers' exercise in full of their
over-allotment option. The notes have a five-year term and are non-callable for
the first three years.
The net proceeds from the sale of the 3.25% Convertible Subordinated Discount
Notes will be used by Tekelec to refinance the $100 million in subordinated
notes issued in connection with the acquisition of IEX Corporation, and the
excess will be used for working capital and other general corporate purposes.
The notes offered have not been registered under the Securities Act of 1933, as
amended, or applicable state securities laws, and may not be offered or sold in
the United States absent registration under the Securities Act and applicable
state securities laws or available exemptions from the registration
requirements.
Tekelec, a supplier of signaling and control systems, develops network switching
and diagnostic solutions for telecommunications networks. The company also
provides products and solutions for call centers and other telecommunications
markets. Tekelec has its headquarters in Calabasas, California, and divisions in
Morrisville, North Carolina, and Richardson, Texas. For more information, please
visit www.tekelec.com.
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