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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 27, 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 27, 1999, Tekelec, a California corporation (the
"Registrant"), issued a press release announcing that it had entered into an
agreement to sell $117,500,000 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 of approximately $100,000,000).
The Registrant has granted the initial purchasers of the notes a 30-day option
to purchase an additional $17,500,000 principal amount at maturity of its notes
(equivalent to additional gross proceeds at issuance of approximately
$15,000,000) to cover over-allotments, if any. The offering is expected to close
on November 2, 1999. 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 27,
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 27, 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 28, 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 October 27, 1999
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EXHIBIT 99.1
[Corporate Logo]
TEKELEC NEWS RELEASE
FOR IMMEDIATE RELEASE OCTOBER 27, 1999
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Contact: Erik Randerson
Director, Investor Relations
818/880-7821
[email protected]
TEKELEC PRICES CONVERTIBLE SUBORDINATED DISCOUNT NOTES
CALABASAS, CA, October 27, 1999. Tekelec (Nasdaq NM:TKLC) today announced that
it has entered into an agreement to sell $117.5 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 of
approximately $100 million). The Company has granted the initial purchasers of
the notes a 30-day option to purchase an additional $17.5 million principal
amount at maturity of its notes (equivalent to additional gross proceeds at
issuance of approximately $15 million) to cover over-allotments, if any. The
offering is expected to close on November 2, 1999.
The notes will be convertible into shares of Tekelec common stock at a
conversion rate of approximately 56.3 shares per $1,000 principal amount at
maturity of the notes, which is equivalent to an initial conversion price of
$15.15 per share and represents an initial conversion premium of 20%, for a
total of approximately 6.6 million shares of Tekelec common stock (7.6 million
shares if the initial purchasers' over-allotment option is exercised in full).
The notes have a five-year term and will be non-callable for the first three
years. 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 notes are being 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
are also being offered outside the U.S. in accordance with Regulation S under
the Securities Act. The notes 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.
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