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FORM 10-K/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER 0-15135
TEKELEC
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2746131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
26580 WEST AGOURA ROAD, CALABASAS, CALIFORNIA 91302
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 880-5656
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the last reported sale price of the Common Stock
on March 1, 1996 as reported on the Nasdaq National Market, was approximately
$92,500,000.
The number of shares outstanding of the registrant's Common Stock on
March 1, 1996 was 11,655,189.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement to be
delivered to shareholders in connection with their Annual Meeting of
Shareholders to be held on May 10, 1996 are incorporated by reference into Part
III of this Annual Report.
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EXPLANATORY NOTE
This Form 10-K/A No. 1 is being filed solely: (i) to amend Item 14 to
include a footnote to Exhibit 10.19 indicating that confidential treatment has
been requested with respect to portions of the Exhibit, and that such
confidential portions have been deleted and filed with the Commission pursuant
to Rule 24b-2 promulgated under the Securities Act of 1934 and (ii) to include
an amended Exhibit 10.19 which, in response to the Commission's comments
regarding the Registrant's request for confidential treatment of such Exhibit,
includes certain portions of such Exhibit which were omitted in the original
filing of the Form 10-K.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as part of this Report:
CONSOLIDATED FINANCIAL STATEMENTS PAGE
. Report of Independent Accountants F-1
. Consolidated Statements of Operations for each of the
three years in the period ended December 31, 1995 F-2
. Consolidated Balance Sheets as of December 31, 1995
and 1994 F-3
. Consolidated Statements of Cash Flow for each of the
three years in the period ended December 31, 1995 F-4
. Consolidated Statements of Shareholders' Equity for
each of the three years in the period ended December
31, 1995 F-5
. Notes to Consolidated Financial Statements F-6
PAGE
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
. Schedule II Valuation and Qualifying Accounts
and Reserves for each of the three
years in the period ended December
31, 1995
S-1
Schedules which are not listed above have been omitted because they
are not applicable or the information required to be set forth therein is
included in the consolidated financial statements or notes thereto.
LIST OF EXHIBITS
3.1 Amended and Restated Articles of Incorporation(1)
3.2 Bylaws, as amended(2)
10.1 Amended and Restated 1984 Stock Option Plan, including
forms of stock option agreements(3)(4)
10.2 Employee Stock Purchase Plan and form of subscription
agreement(5), as amended January 29, 1988(6), January 28,
1989(7), March 15, 1991(8), May 15, 1992(9), December 8,
1992(9), March 24, 1993(9) and October 29, 1994(4)(10)
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10.3 Amended and Restated Non-Employee Director Equity Incentive
Plan, including forms of stock award certificate and
nonstatutory stock option agreements(4)(11)
10.4 1994 Stock Option Plan, including forms of stock option
agreements(11), as amended February 4, 1995(12) and March 3,
1995 (4)(12)
10.5 Retirement Pension Rules of Tekelec Ltd.(1)(4)
10.6 Form of Indemnification Agreement between the Registrant and
all directors of the Registrant(4)(13)
10.7 Lease dated as of February 8, 1988 between the Registrant and
State Street Bank and Trust Company of California, N.A., not
individually, but solely as an Ancillary Trustee for State
Street Bank and Trust Company, a Massachusetts banking
corporation, not individually, but solely as Trustee for the
AT&T Master Pension Trust, covering the Company's principal
facilities in Calabasas, California(14)
10.8 Form of International Distributor Agreement(15) and Schedule
of Distributors
10.9 Loan and Security Agreement dated September 14, 1993 between
the Registrant and CoastFed Business Credit Corporation(16),
as amended by Amendment to Loan Documents dated May 18,
1994(17)
10.10 Accounts Collateral Security Agreement dated September 14,
1993 between the Registrant and CoastFed Business Credit
Corporation(16)
10.11 Equipment Collateral Security Agreement dated May 18, 1994
between the Registrant and CoastFed Business Credit
Corporation(17)
10.12 Officer Severance Plan, including form of Employment
Separation Agreement(4)(18)
10.13 Consulting Agreement dated as of January 20, 1994 between the
Registrant and Howard Oringer, including warrant and
confidentiality agreement(4)(18)
10.14 Warrant issued to Robert V. Adams on January 16, 1992, as
amended by Amendment No. 1 dated July 24, 1993(4)(18)
10.15 Warrant issued to Howard Oringer on January 16, 1992, as
amended by Amendment No. 1 dated July 24, 1993(4)(18)
10.16 Warrant issued to Philip Black on April 16, 1994(4)(10)
*10.17 Distributorship Agreement dated September 16, 1994 between the
Registrant and AT&T Corp.(19)
10.18 Memo of Understanding dated October 27, 1994 between the
Registrant and Stratus Computer, Inc.(1)
*10.19 Compensation agreement dated November 22, 1995 between the
Registrant and Allan Toomer(4)
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11.1 Statement of Computation of Earnings Per Share
21.1 Subsidiaries of the Registrant(1)
23.1 Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule
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* Confidential treatment has been requested or granted with respect to
portions of this exhibit, and such confidential portions have been
deleted and filed with the Commission pursuant to Rule 24b-2
promulgated under the Securities Act of 1934.
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K (File No. 0-15135) for the year ended December 31, 1994.
(2) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 33-58551) filed
with the Commission on May 18, 1995.
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-48079) filed with the Commission on
May 22, 1992.
(4) Constitutes a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Annual Report.
(5) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-16094) filed with the Commission on
December 9, 1986.
(6) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-22370) filed with the Commission on
June 8, 1988.
(7) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-30475) filed with the Commission on
August 11, 1989.
(8) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-40612) filed with the Commission on
May 16, 1991.
(9) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-63102) filed with the Commission on
May 24, 1993.
(10) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-87558) filed with the Commission on
December 19, 1994.
(11) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-82124) filed with the Commission on
July 28, 1994.
(12) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-60611) filed with the Commission on
June 27, 1995.
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(13) Incorporated by reference to the Registrant's Annual Report on Form
10-K (File No. 0-15135) for the year ended December 31, 1987.
(14) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q (File No. 0-15135) for the quarter ended June 30, 1988.
(15) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Registration No. 33-4123) filed with the Commission on
March 19, 1986.
(16) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q (File No. 0-15135) for the quarter ended September 30, 1993.
(17) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q (File No. 0-15135) for the quarter ended June 30, 1994.
(18) Incorporated by reference to the Registrant's Annual Report on Form
10-K (File No. 0-15135) for the year ended December 31, 1993.
(19) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q (File No. 0-15135) for the quarter ended September 30, 1994.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed or required to be filed by the
Registrant during the quarter ended December 31, 1995.
(C) EXHIBITS
See the list of Exhibits under Item 14(a)3 of this Annual Report on
Form 10-K.
(D) FINANCIAL STATEMENT SCHEDULES
See the Schedule under Item 14(a)2 of this Annual Report on Form 10-K.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Calabasas, California.
TEKELEC
By: PHILIP J. ALFORD
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Philip J. Alford,
Chief Executive Officer
Dated: July 18, 1996
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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10.19 Compensation Agreement dated November 22, 1995
between the Registrant and Allan Toomer*
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* Confidential material has been omitted from this Exhibit pursuant to
Rule 24b-2 and filed separately with the Securities and Exchange
Commission.