<PAGE> 1
As Filed Pursuant to
Rule 424(b)(3) under the
Securities Act of 1933
Registration No. 333-95649
PROSPECTUS SUPPLEMENT NO. 3 DATED JULY 10, 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 and supplement no. 2 thereto dated May 16, 2000, relating
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 an additional selling securityholder and a selling securityholder
whose beneficial ownership of notes has increased from the information set forth
in the prospectus, as amended and supplemented by supplement nos. 1 and 2
thereto. The following table is based upon information provided to us by or on
behalf of the selling securityholders named below and indicates with respect to
each such selling securityholder:
- the aggregate principal amount of the notes beneficially owned by
such selling securityholder as of July 10, 2000;
- the maximum amount of notes that such selling securityholder may
offer under the prospectus;
- the number of shares of Tekelec common stock beneficially owned by
such selling securityholder as of July 10, 2000; and
- 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 NO. OF
PRINCIPAL AMOUNT COMMON STOCK SHARES OF
AMOUNT OF NOTES OWNED PRIOR COMMON STOCK
NAME OF SELLING SECURITYHOLDER OF NOTES OFFERED TO OFFERING* OFFERED*
---------------------------------------------- ---------- ---------- ------------- --------------
<S> <C> <C> <C> <C>
Forrestal Funding Master Trust....................... 5,000,000 5,000,000 281,696 281,696
Kentfield Trading, Ltd............................... 19,685,000 19,685,000 1,109,039 1,109,039
</TABLE>
..........................
* Reflects the shares of common stock into which the notes held by such
securityholder are convertible at the initial conversion rate. The
conversion rate and the number of shares of common stock issuable upon
conversion of the notes are subject to adjustment under certain
circumstances. See "Description of the Notes -- Conversion" in the
prospectus.
The selling securityholders 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 their notes and
common stock since the date on which they provided the information in the table
regarding their notes and common stock. Any such sales would affect the data in
the above table.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 10, 2000.
