<PAGE> 1
As filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-95649
PROSPECTUS SUPPLEMENT NO. 6 DATED AUGUST 25, 2000
TEKELEC
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$135,000,000
3.25% CONVERTIBLE SUBORDINATED DISCOUNT NOTES DUE 2004 AND
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
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The purpose of this supplement is to amend and supplement the prospectus
dated February 16, 2000, as amended and supplemented by supplement no. 1 thereto
dated March 15, 2000; supplement no. 2 thereto dated May 16, 2000; supplement
no. 3 thereto dated July 10, 2000; supplement no. 4 thereto dated August 1,
2000; and supplement no. 5 thereto dated August 8, 2000. The prospectus relates
to the offer for resale of up to $135,000,000 aggregate principal amount at
maturity of Tekelec's 3.25% Convertible Subordinated Discount Notes due 2004,
and such shares of common stock as may be issued upon conversion of the notes.
The prospectus is hereby further amended and supplemented to include in the
"Selling Securityholders" table the information in the table set forth below
regarding a selling securityholder whose beneficial ownership of notes has
changed from the information set forth in the prospectus, as amended. The
following table is based upon information provided to us by or on behalf of the
selling securityholder named below and indicates with respect to such selling
securityholder:
o the aggregate principal amount of the notes beneficially owned by such
selling securityholder as of August 25, 2000;
o the maximum amount of notes that such selling securityholder may offer
under the prospectus;
o the number of shares of Tekelec common stock beneficially owned by
such selling securityholder as of August 25, 2000; and
o the maximum number of shares of common stock that may be offered for
the account of such selling securityholder (including its transferees,
pledgees, donees or their successors) under the prospectus.
<TABLE>
<CAPTION>
NO. OF
AGGREGATE PRINCIPAL SHARES OF COMMON NO. OF
PRINCIPAL AMOUNT STOCK SHARES OF COMMON
AMOUNT OF NOTES OWNED PRIOR STOCK
NAME OF SELLING SECURITYHOLDER OF NOTES OFFERED TO OFFERED(1)
OFFERING(1)
------------------------------------------------ ------------ ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
AIG SoundShore Holdings Ltd..................... $ 165,000(2) $ 165,000 9,295(3) 9,295
</TABLE>
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(1) Reflects the shares of common stock into which the notes held by such
securityholder and covered hereby are convertible at the initial conversion
rate. The conversion rate and the number of shares of common stock issuable
upon conversion of the notes and covered hereby are subject to adjustment
under certain circumstances. See "Description of the Notes -- Conversion"
in the prospectus.
(2) As of August 25, 2000, AIG SoundShore Holdings Ltd. beneficially owned an
additional $1,400,000 aggregate principal amount at maturity of our 3.25%
Convertible Subordinated Discount Notes. Those notes are not covered by
this prospectus.
(3) As of August 25, 2000, AIG SoundShore Holdings Ltd. beneficially owned an
additional 78,875 shares of Tekelec common stock issuable upon conversion
of $1,400,000 aggregate principal amount at maturity of our 3.25%
Convertible Subordinated Discount Notes. Those shares are not covered by
this prospectus.
The selling securityholder named above may, in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended, have sold,
transferred or otherwise disposed of all or a portion of its notes and common
stock since the date on which the securityholder provided the information in the
table regarding its notes and common stock. Any such sales would affect the data
in the above table.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 25, 2000.
