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PROSPECTUS SUPPLEMENT FILED UNDER RULE 424(b)(3)
REGISTRATION NO. 333-95649
PROSPECTUS SUPPLEMENT NO. 1 DATED MARCH 15, 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 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 amended and supplemented to include in the
"Selling Securityholders" table the information in the table set forth below
regarding additional selling securityholders and selling securityholders whose
beneficial ownership of notes has increased or decreased since the date of the
prospectus. 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:
o the aggregate principal amount of the notes beneficially owned by such
selling securityholder as of March 15, 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 March 15, 2000; and
o the maximum number of shares of common stock that may be offered for
the account of such selling securityholder under the prospectus.
<TABLE>
<CAPTION>
NO. OF
AGGREGATE PRINCIPAL HARES 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*
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<S> <C> <C> <C> <C>
AIG/National Union Fire Insurance.................. 470,000 470,000 26,479 26,479
Fidelity Financial Trust: Fidelity Convertible
Securities Fund............................... 3,500,000 3,500,000 197,187 197,187
Island Holdings.................................... 30,000 30,000 1,690 1,690
Narco Chemical Company............................. 200,000 200,000 11,267 11,267
Security Trend Partners 1,000,000 1,000,000 56,339 56,339
Starvest Combined Portfolio........................ 835,000 835,000 47,043 47,043
</TABLE>
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* 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 MARCH 15, 2000.
