UNITED STATES
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
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| Date of Report (Date of earliest event reported): | | March 18, 2005 |
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TEKELEC
(Exact name of registrant as specified in its charter)
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| California | | 0-15135 | | 95-2746131 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 26580 W. Agoura Road, Calabasas, California | | 91302 |
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| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (818) 880-5656 |
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(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 Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2005, the Tekelec 2004 Equity Incentive Plan for New Employees (the “2004 Plan”) was amended to increase the number of shares of Common Stock of Tekelec (the “Company”) authorized for issuance thereunder by 500,000 shares. The 2004 Plan, under which 1,000,000 shares were initially authorized for issuance, was adopted in July 2004 and subsequently amended in September 2004 to increase the number of shares authorized for issuance thereunder by 2,500,000 shares. As a result of the most recent amendment, a total of 4,000,000 shares of the Company’s Common Stock has been authorized and reserved for issuance under the 2004 Plan.
Under the 2004 Plan, the Company is authorized to grant nonstatutory stock options, restricted stock units and restricted stock awards to new employees of the Company and its subsidiaries, including individuals who become employed with the Company and its subsidiaries as a result of business acquisitions, as an inducement to their entering into such employment. The 2004 Plan has not been approved by the shareholders of the Company based on the exception provided in Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) to the shareholder approval requirements of The Nasdaq Stock Market.
The foregoing description of the 2004 Plan is qualified in its entirely by reference to (i) the 2004 Plan which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the Commission on November 9, 2004 and (ii) Amendment Nos. 1 and 2 to the 2004 Plan which are included in Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| | (c) | Exhibits |
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| | | The following exhibit is furnished as a part of this Current Report on Form 8-K: |
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| Exhibit No. | | Description |
| 10.1 | | Amendment Nos. 1 and 2, dated September 13, 2004 and March 18, 2005, respectively, to Tekelec 2004 Equity Incentive Plan for New Employees |
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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.
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| | Tekelec
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| Dated: March 24, 2005 | By: | /s/ Ronald W. Buckly | |
| | | Ronald W. Buckly | |
| | | Senior Vice President, Corporate Affairs and General Counsel | |
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EXHIBIT INDEX
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| Exhibit No. | | Description |
| 10.1 | | Amendment Nos. 1 and 2, dated September 13, 2004 and March 18, 2005, respectively, to Tekelec 2004 Equity Incentive Plan for New Employees |
