UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2006
TEKELEC
| California | 000-15135 | 95-2746131 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 5200 Paramount Parkway, Morrisville, North Carolina | 27560 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (919) 460-5500
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| o | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 1.01 | Entry into a Material Definitive Agreement | 1 | ||||||
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1 | ||||||
| Item 9.01 | Financial Statements and Exhibits | 1 | ||||||
| Exhibit 10.1 | ||||||||
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Item 1.01 Entry into a Material Definitive Agreement.
On December 15, 2006, Tekelec (the “Company”) entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with Wells Fargo Bank, National Association (the “Bank”), with respect to that certain Credit Agreement dated as of December 15, 2004 between the Company and the Bank, as previously amended by the First Amendment to Credit Agreement dated as of December 15, 2005 and by letter agreements dated as of March 15, 2006 and May 25, 2006 (the “Credit Agreement”). Under the Credit Agreement, as amended by the Second Amendment (the “Amended Credit Agreement”), the Company may continue to borrow up to an aggregate principal amount of $30,000,000 for general corporate and working capital purposes, which borrowings bear interest, at the Company’s election, either at the prime rate or at a rate equal to 0.30% above the Bank’s LIBOR rate for the one-, two-, three- or six-month interest period selected by the Company.
The Second Amendment amended the Credit Agreement by, among other things, (i) extending the expiration date for the credit facility thereunder from December 15, 2006 to December 15, 2007, (ii) requiring the Company to maintain tangible net worth as of the last day of each calendar quarter of not less than 80% of the Company’s tangible net worth as of September 30, 2006 (such date had previously been September 30, 2005), (iii) requiring the Company to make certain representations and warranties regarding its financial statements as of June 30, 2006 and (iv) requiring the Company to execute a Revolving Line of Credit Note dated as of December 15, 2006 in favor of the Bank (the “Note”), which Note replaced a Revolving Line of Credit Note dated as of December 15, 2005 made by the Company in favor of the Bank.
As of December 15, 2006, there were no borrowings outstanding under the Amended Credit Agreement.
The foregoing description of the Second Amendment and of the Note does not purport to be complete and is qualified in its entirety by reference to the Second Amendment and the Note, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described above under “Item 1.01. Entry into a Material Definitive Agreement” is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
| The following Exhibit 10.1 is filed as part of this Current Report on Form 8-K: |
| 10.1 | Second Amendment to Credit Agreement dated as of December 15, 2006 between Tekelec and Wells Fargo Bank, National Association (the “Bank”), together with Revolving Line of Credit Note dated as of December 15, 2006 made by the Company in favor of the Bank |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tekelec | ||||
| Dated: December 21, 2006 | By: | /s/ William H. Everett | ||
| William H. Everett | ||||
| Senior Vice President and Chief Financial Officer | ||||
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INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 10.1 | Second Amendment to Credit Agreement dated as of December 15, 2006 between Tekelec and Wells Fargo Bank, National Association (the “Bank”), together with Revolving Line of Credit Note dated as of December 15, 2006 made by the Company in favor of the Bank |
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