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As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEKELEC
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2746131
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(Address of Principal Executive Offices) (Zip Code)
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1994 STOCK OPTION PLAN
(Full title of the plan)
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RONALD W. BUCKLY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
TEKELEC
26580 WEST AGOURA ROAD
CALABASAS, CALIFORNIA 91302
(818) 880-5656
(Name, address and telephone number of agent for service)
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Copy to:
KATHERINE F. ASHTON, ESQ.
BRYAN CAVE LLP
120 BROADWAY, SUITE 300
SANTA MONICA, CALIFORNIA 90401
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Amount Proposed Maximum
Securities of Shares Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
without par value 2,800,000(1) $38.41(2) $107,548,000(2) $28,393
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</TABLE>
(1) Represents shares of Common Stock ("Common Stock") of Tekelec (the
"Company") issuable upon exercise of options granted or to be granted
pursuant to the Company's 1994 Stock Option Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the amount of the registration fee on the basis of the average of the
high and low reported sale prices of a share of Tekelec Common Stock on
June 13, 2000, as reported by The Nasdaq Stock Market in The Wall
Street Journal.
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(i)
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan participants as specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
Item 3(b)
The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000.
Item 3(c)
Item 1 of the Registrant's Registration Statement on
Form 8-A (Registration No. 0-15135) filed with the
Commission on November 12, 1986, pursuant to Section
12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Company's Common Stock registered
hereunder will be passed upon for the Company by Bryan Cave LLP, Santa Monica,
California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code provides that a corporation
may indemnify corporate "agents" (including directors, officers and employees of
the corporation) against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in
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connection with defending non-derivative actions 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, and against
expenses actually and reasonably incurred in connection with defending
derivative actions if such person acted in good faith and in a manner such
person believed to be in the best interests of the corporation and its
shareholders. Indemnification is obligatory to the extent that an agent of a
corporation has been successful on the merits in defense of any such proceeding
against such agent, but otherwise may be made only upon a determination in each
instance either by a majority vote of a quorum of the Board of Directors (other
than directors involved in such proceeding), by independent legal counsel if
such a quorum of directors is not obtainable, by the shareholders (other than
shareholders to be indemnified), or by the court, that indemnification is proper
because the agent has met the applicable statutory standards of conduct.
Corporations may also advance expenses incurred in defending proceedings against
corporate agents, upon receipt of an undertaking that the agent will reimburse
the corporation unless it is ultimately determined that the agent is entitled to
be indemnified against expenses reasonably incurred.
The indemnification provided by Section 317 of the California Corporations
Code is not deemed to be exclusive of any other rights to which agents of the
Company seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such
office, to the extent such additional rights are authorized in the articles of
the corporation. Article V of the Company's Restated Articles of Incorporation
authorizes the Company to provide for indemnification of its agents for breach
of duty to the Company and its shareholders, through bylaw provisions or through
agreements with such agents, or both, in excess of the indemnification otherwise
permitted by Section 317, subject to the limits on such excess indemnification
set forth in Section 204 of the California General Corporation Law.
Article VI of the Company's bylaws provides for the indemnification of all
past and current directors to the maximum extent and in the manner permitted by
Section 317. Additionally, the Company has entered into Indemnification
Agreements with its directors under which the Company has undertaken to
indemnify each such agent to the fullest extent permitted by its Articles of
Incorporation, bylaws and applicable law against all expenses, liability and
loss (which are not paid by insurance or otherwise by the Company) reasonably
incurred or suffered by such agent in connection with the defense of any action
or proceeding to which the agent was or is a party or is threatened to be made a
party by reason of conduct in his capacity as an officer or director, or in
which the agent is or may be involved by reason of the fact that he is or was
serving as an officer or director of the Company, not including actions brought
for violation of Section 16 of the Securities Exchange Act of 1934 or for
failure to qualify for an exemption under Section 4 of the Securities Act of
1933.
The Company also maintains on behalf of its directors and officers
insurance protection against certain liabilities arising out of the discharge of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 1994 Stock Option Plan, including forms of stock option
agreements(1) and Amendments Nos. 1(1), 2(2), 3(3), 4(4), 5(4),
6(5), 7(6) and 8 thereto dated as of February 4, 1995, March 3,
1995, January 27, 1996, February 26, 1997, March 19, 1997, March
20, 1998, March 19, 1999 and March 23, 2000, respectively.
5.1 Opinion of Bryan Cave LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5 of this Registration Statement).
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-82124) filed with the Commission on July
28, 1994.
(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-60611) filed with the Commission on June
27, 1995.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-05933) filed with the Commission on June
13, 1996.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-28887) filed with the Commission on June
10, 1997.
(5) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-71261) filed with the Commission on
January 27, 1999.
(6) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q (File No. 0-15135) for the quarter ended June 30, 1999.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CALABASAS, STATE OF CALIFORNIA, ON JUNE 19, 2000.
TEKELEC
By: /s/ MICHAEL L. MARGOLIS
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Michael L. Margolis,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael L. Margolis and Ronald W. Buckly,
or either of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with this Registration Statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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
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<S> <C> <C>
Director, Chief Executive Officer and
/s/ MICHAEL L. MARGOLIS President (Principal Executive Officer) June 19, 2000
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Michael L. Margolis
Vice President and Chief Financial Officer
(Principal Financial Officer
/s/ PAUL J. PUCINO and Principal Accounting Officer) June 19, 2000
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Paul J. Pucino
/s/ JEAN-CLAUDE ASSCHER Chairman of the Board June 19, 2000
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Jean-Claude Asscher
/s/ ROBERT V. ADAMS Director June 19, 2000
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Robert V. Adams
/s/ DANIEL L. BRENNER Director June 19, 2000
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Daniel L. Brenner
Director June , 2000
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Howard Oringer
/s/ JON F. RAGER Director June 19, 2000
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Jon F. Rager
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
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<S> <C> <C>
4.1 Amendment No. 8, dated March 23, 2000, to Tekelec 1994 Stock Option Plan.
5.1 Opinion of Bryan Cave LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
</TABLE>
