- Current report filing (8-K)
January 25 2012 - 2:03PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): January 25, 2012
TEKELEC
(Exact name of registrant as specified in its charter)
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California
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000-15135
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95-2746131
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5200 Paramount Parkway, Morrisville, North Carolina
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27560
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At a special meeting of the shareholders (the Special Meeting) of Tekelec, a California corporation (the Company), held on January 25, 2012, the Companys shareholders
approved the proposal to approve the Agreement and Plan of Merger (the Merger Agreement), dated as of November 6, 2011, by and among Titan Private Holdings I, LLC, a Delaware limited liability company (the Parent), Titan
Private Acquisition Corp., a California corporation (the Merger Subsidiary), and the Company, which provides for the merger of the Merger Subsidiary with and into the Company (the Merger), with the Company surviving the
Merger and being a wholly owned subsidiary of Parent. The shareholders of the Company also voted to approve the proposal to adjourn or postpone the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there
were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. The Special Meeting was not adjourned to a later date because there were sufficient votes at the time of the Special Meeting to approve
the Merger Agreement. At the Special Meeting, the shareholders of the Company also approved a proposal to approve, on a non-binding, advisory basis, certain merger-related golden parachute compensation that will be paid or that may become payable to
the Companys named executive officers in connection with the Merger. The matters acted upon at the Special Meeting are described in more detail in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission (the SEC) on December 19, 2011 (as supplemented by the Supplement to Proxy Statement filed with the SEC on January 19, 2012) pursuant to which proxies were solicited. There were 54,528,037 shares of the
Companys common stock present in person or represented by proxy at the Special Meeting, representing 78.62% of the shares entitled to vote at the Special Meeting. The final voting results for each proposal are set forth below:
Proposal 1: To approve the Merger Agreement.
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For
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Against
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Abstain
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54,221,406
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256,700
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49,931
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Proposal 2: To approve the adjournment or postponement of the Special Meeting to a later date, if necessary or
appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement.
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For
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Against
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Abstain
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51,140,325
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3,371,779
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15,933
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Proposal 3: To approve, on a non-binding, advisory basis, certain golden parachute compensation that will be paid
or that may become payable to the Companys named executive officers in connection with the Merger
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For
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Against
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Abstain
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48,693,287
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5,431,479
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403,271
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1
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: January 25, 2012
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By:
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/s/ Ronald J. de Lange
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Ronald J. de Lange
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President and Chief Executive Officer
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2
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