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As filed pursuant to Rule 424 (b)(3)
under the Securities Act of 1933
Registration No. 333-95649
PROSPECTUS SUPPLEMENT NO. 5 DATED AUGUST 8, 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; and supplement no. 4 thereto dated August 1,
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 additional selling securityholders and a selling securityholder whose
beneficial ownership of our common stock has increased since the date of the
original 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 August 8, 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 8, 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 OWNED SHARES OF COMMON
AMOUNT OF NOTES PRIOR TO STOCK
NAME OF SELLING SECURITYHOLDER OF NOTES OFFERED OFFERING (1) OFFERED(1)
------------------------------------------------ -------------- ----------- --------- -----------------
<S> <C> <C> <C> <C>
Citizens Security Life Insurance Company(2)........ 500,000 500,000 28,169 28,169
Donaldson, Lufkin & Jenrette Securities Corp....... 1,335,000 1,335,000 75,212 75,212
Security Trend Partners(3)......................... 1,000,000 1,000,000 56,339 56,339
</TABLE>
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(1) 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.
(2) As of August 8, 2000, Citizens Security Life Insurance Company beneficially
owned an additional 24,500 shares of Tekelec common stock. Those shares are
not covered by this prospectus.
(3) As of August 8, 2000, Security Trend Partners beneficially owned an
additional 87,500 shares of Tekelec common stock. Those shares are not
covered by this 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 AUGUST 8, 2000.
