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): | | September 12, 2011 |
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TEKELEC |
| (Exact name of registrant as specified in its charter) |
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| California | | 000-15135 | | 95-2746131 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 5200 Paramount Parkway, Morrisville, North Carolina | | 27560 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (919) 460-5500 |
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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):
| ¨ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 1.01 Entry into a Material Definitive Agreement
Indemnification Agreements with Directors and Executive Officers
Tekelec (the “Company”) has entered into or expects to enter into, effective as of September 12, 2011, a new form of indemnification agreement with each of its current directors and executive officers (each an “Indemnitee”).
Each indemnification agreement provides, among other terms, that (i) the Company will indemnify the Indemnitee, subject to certain conditions, against any and all indemnifiable amounts (including, among other amounts, expenses, damages, judgments, fines, penalties and amounts paid in settlement) arising out of or resulting from any threatened, pending or completed legal action or proceeding, whether initiated by a third party or by or in the right of the Company, arising out of or relating to the Indemnitee’s service as a director, officer, employee or other agent of the Company or any other corporation or other enterprise for which such person serves at the Company’s request, (ii) the Company will advance expenses to the Indemnitee in advance of the settlement of or final judgment in any such action or proceeding, (iii) the Indemnitee will repay such advanced expenses only if a court shall ultimately determine that the Indemnitee is not entitled to be indemnified by the Company and (iv) the indemnification provided by the indemnification agreement is not exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, any agreement, any vote of shareholders or disinterested directors, the California General Corporation Law or otherwise. The indemnification agreement also sets forth the terms and conditions that apply in determining whether or not an Indemnitee is entitled to indemnification in any given instance.
The Company’s directors and executive officers who have entered into or are expected to enter into such indemnification agreements effective as of September 12, 2011 are listed below:
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Name | | Position(s) with the Company |
Hubert de Pesquidoux | | Chairman of the Board |
Ronald W. Buckly | | Director |
Anthony Colaluca Jr. | | Director |
Thomas J. Coleman | | Director |
Jean-Yves Courtois | | Director |
Carol G. Mills | | Director |
Michael P. Ressner | | Director |
Ronald J. de Lange | | Director, President and Chief Executive Officer |
Stuart H. Kupinsky | | Senior Vice President, Corporate Affairs and General Counsel |
David K. Rice | | Senior Vice President & GM, Global Signaling Solutions |
Gregory S. Rush | | Senior Vice President and Chief Financial Officer |
Douglas A. Suriano | | Chief Technology Officer and Vice President of Engineering |
Houck S. Reed | | Vice President, Broadband Network Solutions Product Management |
Marykay Wells | | Vice President, Information |
| | Technology and Chief Information Officer |
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The indemnification agreements replace and supersede the indemnification agreements that had previously been entered into between the Company and each of the Indemnitees (other than Messrs. Suriano and Reed, who had not yet entered into such agreements).
The Company is also entering into such an indemnification agreement with Paul Armstrong, the Company’s Vice President and Corporate Controller, effective as of September 12, 2011.
The foregoing description of the indemnification agreements is qualified in its entirety by reference to the form of the indemnification agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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:
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Exhibit No. | | Description |
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| 10.1 | | Form of Indemnification Agreement between the Company and each of its directors and executive officers |
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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
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| Dated: September 13, 2011 | | | | By: | | /s/ Stuart H. Kupinsky |
| | | | | | Stuart H. Kupinsky |
| | | | | | Senior Vice President, Corporate Affairs and General Counsel |
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EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.1 | | Form of Indemnification Agreement between the Company and each of its directors and executive officers |
