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PROSPECTUS SUPPLEMENT NO. 2 DATED MAY 16, 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, 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 selling securityholders
whose beneficial ownership of notes has increased or decreased from the
information set forth in the prospectus, as amended and supplemented by
supplement no. 1 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:
o the aggregate principal amount of the notes beneficially owned by such
selling securityholder as of May 16, 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 May 16, 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 OFFERING* OFFERED*
------------------------------------------------ -------------- ----------- ---------------- -----------------
<S> <C> <C> <C> <C>
AIG SoundShore Holdings Ltd..................... 1,000,000 1,000,000 56,339 56,339
Allstate Insurance Company...................... 750,000 750,000 42,254 42,254
BNP Arbitrage SNC............................... 4,000,000 4,000,000 225,357 225,357
</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 MAY 16, 2000.
