- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 27 2012 - 4:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 27, 2012
Registration No. 333-37843
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tekelec
(Exact name of registrant as specified in its charter)
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California
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95-2746131
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. 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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Warrants to Purchase Common Stock
(Full title of the plan)
Stuart H. Kupinsky
Senior Vice President, Corporate Affairs and General
Counsel
5200 Paramount Parkway,
Morrisville, North Carolina 27560
(919) 460-5500
(Name, address and telephone number of agent for service)
Copies to:
Katherine F. Ashton, Esq.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment) relates to the following Registration Statement on Form S-8 (note that the
share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim): Registration Statement 333-37843 registering 1,800,000 shares of common stock, without par value per share (the Company common
stock), of Tekelec, a California corporation (the Company), for the Warrants to Purchase Common Stock (the Registration Statement).
On January 27, 2012, pursuant to the Agreement and Plan of Merger, dated as of November 6, 2011 (the Merger Agreement), by and among the Company, Titan Private Holdings I, LLC, a Delaware
limited liability company (Parent), and Titan Private Acquisition Corp., a California corporation (Merger Subsidiary), Merger Subsidiary merged with and into the Company, with the Company continuing as the surviving entity
(the Merger). As a result of the Merger, the Company became an indirect wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company common
stock, without par value, other than shares held by the Company or by Parent or any of its subsidiaries, or by shareholders who properly exercise their dissenting shareholder rights under California law for such shares, was converted into the right
to receive $11.00 in cash, without interest and less any applicable withholding taxes.
As a result of the Merger, the Company
has terminated any offering of the Companys securities pursuant to any registration statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the
Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morrisville, State of North Carolina, on January 27, 2012.
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Tekelec
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By:
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/s/ Ronald J. de Lange
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Ronald J. de Lange
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Ronald J. de Lange
Ronald J. de Lange
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President and Chief Executive Officer (Principal Executive Officer) and Director
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January 27, 2012
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/s/ Gregory S. Rush
Gregory S. Rush
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Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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January 27, 2012
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/s/ Frank Baker
Frank Baker
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Director
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January 27, 2012
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/s/ Peter Berger
Peter Berger
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Director
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January 27, 2012
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/s/ Merle Gilmore
Merle Gilmore
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Director
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January 27, 2012
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/s/ Jeffrey Hendren
Jeffrey Hendren
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Director
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January 27, 2012
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/s/ Richard Mace
Richard Mace
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Director
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January 27, 2012
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/s/ Roderick Randall
Roderick Randall
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Director
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January 27, 2012
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