-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COWhH06Yjc1zPgGD6SDuc3/0M672+S8dNWu1umqpV/nYp9Kp8h9h2PMvNDZjykhV vQ+itnl1/yog6sEQa1C+1A== 0000922423-06-001025.txt : 20060731 0000922423-06-001025.hdr.sgml : 20060731 20060731171808 ACCESSION NUMBER: 0000922423-06-001025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEKELEC CENTRAL INDEX KEY: 0000790705 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 952746131 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38000 FILM NUMBER: 06991920 BUSINESS ADDRESS: STREET 1: 5200 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-460-5500 MAIL ADDRESS: STREET 1: 5200 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENHILL ADVISORS LLC CENTRAL INDEX KEY: 0001137521 IRS NUMBER: 134153005 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 598 MADISON AVE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-432-0600 MAIL ADDRESS: STREET 1: 598 MADISON AVE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: KREVLIN ADVISORS LLC DATE OF NAME CHANGE: 20010402 SC 13D 1 kl07045.htm SCHEDULE 13D Schedule 13D
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
(Rule 13d-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
Tekelec
(Name of Issuer)
 
Common Stock, without par value
(Title of Class of Securities)
 
879101103
(CUSIP Number)
 
Glenn J. Krevlin
Glenhill Advisors, LLC
598 Madison Avenue
12th Floor
New York, N.Y. 10022
(646) 432-0600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
July 31, 2006
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .
 


 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Glenhill Capital LP                                          13-4149785
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                                    
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Delaware    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    5,951,700
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    5,951,700
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                5,951,700
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.86%
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
 
 
2

 

 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Concentrated Long Master Fund LLC                                   20-1998485
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                    < font id="TAB2" style="LETTER-SPACING: 9pt">                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Delaware    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    400,000
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    400,000
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   400,000
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.60%
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
 
 
3
 

 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Capital Management, LLC                                    13-4146739
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                     ;                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Delaware    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    6,351,700
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    6,351,700
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   6,351,700
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.46%
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
 
 
4
 
 

 

 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Advisors, LLC                                            13-4153005
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                     ;                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Delaware    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    8,900,000
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    8,900,000
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   8,900,000
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.25%
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
 
 
 
5
  


 
 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Capital Overseas Master Fund, L.P.                                    98-0426132
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                    < font id="TAB2" style="LETTER-SPACING: 9pt">                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Cayman Islands    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    2,548,300
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    2,548,300
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   2,548,300
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.79%
 
 
14
 
TYPE OF REPORTING PERSON
PN
 
 
 
6
 
 

 
 
 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Overseas Management, LLC                                       02-0625266
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                     ;                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Delaware    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    2,548,300
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    2,548,300
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   2,548,300
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.79%
 
 
14
 
TYPE OF REPORTING PERSON
OO
 
 
 
7
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenhill Capital Overseas GP, Ltd.                                    98-0426124                         
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                     ;                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            Cayman Islands    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    2,548,300
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    2,548,300
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   2,548,300
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.79%
 
 
14
 
TYPE OF REPORTING PERSON
CO
 
 
 
 
8

 

 
 
 
SCHEDULE 13D
 
CUSIP No. 879101103
 
 
1
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Glenn J. Krevlin                                    
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  X      
(b)  o   
 
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS                                WC                     ;                
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                o
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION 
 
            United States    
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
    8,900,000
 
 
8
 
SHARED VOTING POWER
    none
 
 
9
 
SOLE DISPOSITIVE POWER
    8,900,000
 
 
10
 
SHARED DISPOSITIVE POWER
    none
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                   8,900,000
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.25%
 
14
 
TYPE OF REPORTING PERSON
IN, HC
 
 
 
9



This Statement on Schedule 13D (this “Statement”) relates to the common stock, without par value (the "Common Stock"), of Tekelec, a California corporation (the “Company”). The principal executive offices of the Company are located at 5200 Paramount Parkway, Morrisville, North Carolina 27560.
 
Item 2.  Identity and Background.
 
(a) - (c) This Statement is being filed by Glenhill Capital LP, Glenhill Concentrated Long Master Fund, LLC, Glenhill Capital Management, LLC, Glenhill Advisors, LLC, Glenhill Capital Overseas Master Fund, L.P., Glenhill Capital Overseas GP, Ltd., Glenhill Overseas Management, LLC, and Glenn J. Krevlin (each, a “Reporting Person” and, collectively, the “Reporting Persons”).
 
As of the date of this filing, the Reporting Persons are the beneficial owners of, in the aggregate, 8,900,000 shares of Common Stock, representing approximately 13.25% of the shares of Common Stock presently outstanding.
 
Glenhill Capital LP (“Glenhill Capital”) is a Delaware limited partnership formed to engage in the investment and trading of a variety of securities and financial instruments. The address of the principal business and principal offices of Glenhill Capital is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
Glenhill Concentrated Long Master Fund, LLC (“Glenhill Long Fund”) is a Delaware limited liability company formed to engage in the investment and trading of a variety of securities and financial instruments. The address of the principal business and principal offices of Glenhill Long Fund is 598 Madison Avenue, 12th Floor, New York, New York 10022
 
The general partner of Glenhill Capital and managing member of Glenhill Long Fund is Glenhill Capital Management, LLC (“ Glenhill GP”), a Delaware limited liability company engaged in the business of investment management. The address of the principal business and principal offices of Glenhill GP is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
Glenhill Capital Overseas Master Fund, L.P. (“Glenhill Overseas Master”) is a Cayman Islands exempted limited partnership formed for the purpose of investing and trading in a variety of securities and financial instruments. The address of the principal business and principal offices of Glenhill Overseas Master is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
The investment advisor to Glenhill Overseas Master is Glenhill Overseas Management, LLC (“Glenhill Overseas Management”), a Delaware limited liability company engaged in the business of investment management. The address of the principal business and principal offices of Glenhill Overseas Master is 598 Madison, 12th Floor, New York, New York 10022.
 
The general partner of Glenhill Overseas Master is Glenhill Capital Overseas GP, Ltd. (“Glenhill Overseas GP”), a Cayman Islands exempted company formed for the purpose of being the general partner of Glenhill Overseas Management. The address of the principal business and principal offices of Glenhill Overseas GP is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
11
 

 
 
Glenhill Advisors, LLC, a Delaware limited liability company (“Glenhill Advisors”), is the Managing Member of Glenhill GP and Glenhill Overseas Management. Glenhill Advisors is engaged in the business of investment management. The address of the principal business and principal offices of Glenhill Advisors is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
Glenn J. Krevlin is the Managing Member of Glenhill Advisors. The business address of Mr. Krevlin is 598 Madison Avenue, 12th Floor, New York, New York 10022.
 
Mr. Krevlin is the sole director of Glenhill Overseas GP.
 
(d) - (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
(f) The natural person identified in Item 2 is a citizen of the United States.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
All purchases of Common Stock by the Reporting Persons were made in open market transactions described in the attached Schedule I. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The amount of the funds expended for such purchases was $ 62,216,580.65 by Glenhill Capital, $26,638,859.68 by Glenhill Overseas Master and $ 4,056,768.16 by Glenhill Long Fund, in each case including commissions and other execution related costs.
 
Item 4.  Purpose of Transaction.
 
Each of the Reporting Persons originally acquired beneficial ownership of the shares of Common Stock to which this Statement relates in order to obtain a significant equity position in the Company, and without a purpose or effect of changing or influencing control of the Company.

The Reporting Persons are reviewing their investment in the Company and, among other things, intend to formally communicate to the Company’s management certain views regarding the Company and its affairs. This Statement on Schedule 13D is filed in the event that any actions by the Reporting Persons may be deemed to have the purpose or effect of changing or influencing control of the Company.

Each of the Reporting Persons may acquire additional shares of the Common Stock or sell or otherwise dispose of any or all of the shares of Common Stock beneficially owned by it. The Reporting Persons may also take any other action with respect to the Company or its Common Stock in any manner permitted by law.
 
12
 


The Reporting Persons note that under the Bylaws of the Company, special meetings of shareholders may be called by the holders of shares entitled to cast not less than 10% of the votes at the meeting, and that, among other things, any directors may be removed without cause if such removal is approved by the vote of a majority of the outstanding shares entitled to vote, with any vacancy created by the removal of a director provided to be filled by approval of the shareholders. The Reporting Persons reserve the right to take such actions or any other action with respect the Company permitted by the Bylaws.

Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals with respect to the Company which relate to or would result in any of the matters listed in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, may, in the future, formulate plans or proposals which relate to or would result in one or more of (i) the acquisition of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (iii) a sale or transfer of a material amounts of assets of the Company; (iv) a change in the present board of directors or management of the Company, including a plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (v) a material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s charter or bylaws; (viii) causing a class of securities of the Company to be delisted from a national securities exchange; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of the foregoing.
 
On July 31, 2006, Glenn Krevlin sent a letter to the President and Chief Executive Officer of the Company expressing, among other things, certain views regarding the Company and its management and prospects. A copy of such letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.
 
Item 5.  Interest in Securities of the Issuer.
 
(a) As of the date hereof, Glenhill Capital beneficially owns an aggregate of 5,951,700 shares of Common Stock, representing approximately 8.86% of the shares of Common Stock presently outstanding based upon the 67,169,166 shares of Common Stock reported by the Company to be issued and outstanding as of June 15, 2006 in its Definitive Proxy Statement filed with the SEC on July 11, 2006 (the “Issued and Outstanding Shares”).
 
As of the date hereof, Glenhill Long Fund beneficially owns an aggregate of 400,000 shares of Common Stock, representing approximately 0.60% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
As of the date hereof, Glenhill GP beneficially owns an aggregate of 6,351,700 shares of Common Stock, representing approximately 9.46% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
13
 

 
As of the date hereof, Glenhill Advisors beneficially owns an aggregate of 8,900,000 shares of Common Stock, representing approximately 13.25% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
As of the date hereof, Glenhill Overseas Master beneficially owns an aggregate of 2,548,300 shares of Common Stock, representing approximately 3.79% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
As of the date hereof, Glenhill Overseas GP beneficially owns an aggregate of 2,548,300 shares of the Common Stock, representing approximately 3.79% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
As of the date hereof, Glenhill Overseas Management beneficially owns an aggregate of 2,548,300 shares of the Common Stock, representing approximately 3.79% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares. 
 
As of the date hereof, Glenn J. Krevlin beneficially owns an aggregate of 8,900,000 shares of Common Stock, representing approximately 13.25% of the shares of Common Stock presently outstanding based upon the Issued and Outstanding Shares.
 
(b) Each of the Reporting Persons has sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person.

(c) Except as set forth above or in the attached Schedule I, no person identified in Item 2 hereof has effected any transaction in shares of such Common Stock during the 60 days preceding the date hereof.
 
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
 
Securities of the Issuer.
 
The Reporting Persons are parties to an agreement with respect to the joint filing of this statement and any amendment thereto, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 7.  Material to be Filed as Exhibits.
 
99.1  
Agreement of Joint Filing among Glenhill Capital LP, Glenhill Concentrated Long Master Fund, LLC, Glenhill Capital Management, LLC, Glenhill Advisors, LLC, Glenhill Capital Overseas Master Fund, L.P., Glenhill Capital Overseas GP, Ltd., Glenhill Overseas Management, LLC and Glenn J. Krevlin dated July 31, 2006.
 
99.2  
Letter dated July 31, 2006 from Glenn Krevlin to the President and Chief Executive Officer of the Company.
 
 
 
14
 


SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated: July 31, 2006

GLENHILL CAPITAL LP

By: Glenhill Capital Management, LLC, its general partner

 
By:
Glenhill Advisors, LLC, its Managing Member

   By: /s/ Glenn J. Krevlin
  Name: Glenn J. Krevlin
              Title: Managing Member

GLENHILL CONCENTRATED LONG MASTER FUND LLC

By: Glenhill Capital Management, LLC, its Managing Member

 
By:
Glenhill Advisors, LLC, its Managing Member

  By: /s/ Glenn J. Krevlin
 Name: Glenn J. Krevlin
            Title: Managing Member


GLENHILL CAPITAL MANAGEMENT, LLC

By: /s/ Glenn J. Krevlin 
Name: Glenn J. Krevlin
Title: Managing Member
 
 
GLENHILL OVERSEAS MANAGEMENT, LLC

By: /s/ Glenn J. Krevlin 
Name: Glenn J. Krevlin
Title: Managing Member

 
15
 

 

 
GLENHILL ADVISORS, LLC

 
By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member
 
GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P.

By: Glenhill Capital Overseas GP, Ltd., its Managing Member

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Director
 
GLENHILL CAPITAL OVERSEAS GP, LTD.

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Director


/s/ Glenn J Krevlin
Glenn J. Krevlin
 
 
16
 



SCHEDULE I
 

This schedule sets forth information with respect to each purchase of Common Stock which was effected by a Reporting Person during the past 60 days. All transactions were effectuated in the open market through a broker.
 
Shares purchased by Glenhill Capital LP
----------
 
 
 Date  Number of Shares  Avg Price Per Share  Cost(1)
 6/7/2006  38,834  12.21  474,011.69
 6/8/2006  871,426  11.31  9,962,001.27
 6/13/2006  70,020  11.32  792,360.32
 6/14/2006  308,088  11.30  3,460,618.06
 6/19/2006  2,451  11.10  27,206.10
 6/20/2006  31,860  11.19  358,423.99
 6/21/2006  7,701  11.72  90,239.55
 6/23/2006  17,505  12.14  212,531.71
 6/26/2006  8,858  12.00  106,295.11
 6/27/2006  61,185  11.98  732,929.00
 6/28/2006  17,506  11.64  203,701.57
 7/6/2006  28,008  11.99  335,849.53
 7/7/2006  42,012  11.94  501,669.49
 7/12/2006  140,040  9.82  1,375,626.92
 7/13/2006  2,324,667  10.14  23,711,766.11
 7/14/2006  511,119  10.17  5,206,388.78
 7/18/2006  175,050  9.77  1,708,519.37
 7/19/2006  28,009  9.93  278,457.49
 7/20/2006  308,087  10.06  3,104,108.78
 7/21/2006  889,254  9.94  8,853,622.08
 7/24/2006  70,020  10.29  720,253.73
 
----------

1 Excludes commissions and other execution-related costs.

Shares purchased by Glenhill Overseas Master Fund, L.P.
----------
 
 
 Date  Number of Shares  Avg Price Per Share  Cost(2)
 6/7/2006  16,626  12.21  202,938.62
 6/8/2006  373,114  11.31  4,265,378.94
 6/13/2006  29,980  11.32  339,259.68
 6/14/2006  131,912  131,912  1,481,709.94
 6/19/2006  1,049  11.10  11,643.90
 6/20/2006  13,640  11.19  153,449.71
 6/21/2006  3,299  11.72  38,657.35
 
 
17
 
 

 
 
 6/23/2006  7,495  12.14  90,998.29
 6/26/2006  3,792  12.00  45,503.62
 6/27/2006  26,198  11.98  313,823.22
 6/28/2006  7,494  11.64  87,200.93
 7/6/2006  11,992  11.99  143,798.47
 7/7/2006  17,988  11.94  214,796.51
 7/12/2006  59,960  9.82  588,993.08
 7/13/2006  995,333  10.14  10,152,466.09
 7/14/2006  218,848  10.17  2,229,241.69
 7/18/2006  74,950  9.77  731,525.43
 7/19/2006  11,991  9.93  119,211.11
 7/20/2006  131,913  10.06  1,329,080.05
 7/21/2006  380,746  9.94  3,790,796.78
 7/24/2006  29,980  10.29  308,386.27
 
 
2 Excludes commissions and other execution-related costs.

Shares purchased by Glenhill Concentrated Long Master Fund, L.L.C.
----------
 
 
 
 Date  Number of Shares  Avg Price Per Share  Cost(3)
 7/25/2006  300,000  10.06  3,018,750.00
 7/26/2006  100,000  10.22  1,038,018.16
 
 
3 Excludes commissions and other execution-related costs.

 
 
 
 
18

EX-99.1 2 kl07045_ex99-1.htm EXHIBIT 99.1 AGREEMENT OF JOINT FILING Exhibit 99.1 Agreement of Joint Filing
EXHIBIT 99.1

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed, and any subsequent amendment shall be filed, on behalf of each of them.
 
 

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: July 31, 2006

 
GLENHILL CAPITAL LP

By: Glenhill Capital Management, LLC, its general partner

 
By:
Glenhill Advisors, LLC, its Managing Member

  By: /s/ Glenn J. Krevlin
 Name: Glenn J. Krevlin
            Title: Managing Member



GLENHILL CONCENTRATED LONG MASTER FUND LLC

By: Glenhill Capital Management, LLC, its Managing Member

 
By:
Glenhill Advisors, LLC, its Managing Member

  By: /s/ Glenn J. Krevlin 
 Name: Glenn J. Krevlin
            Title: Managing Member

GLENHILL CAPITAL MANAGEMENT, LLC

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member
 
 
GLENHILL OVERSEAS MANAGEMENT, LLC

By: /s/ Glenn J. Krevlin 
Name: Glenn J. Krevlin
Title: Managing Member

 
 


 
GLENHILL ADVISORS, LLC

 
By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Managing Member

GLENHILL CAPITAL OVERSEAS MASTER FUND, L.P.

By: Glenhill Capital Overseas GP, Ltd., its general partner

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Director


GLENHILL CAPITAL OVERSEAS GP, LTD.

By: /s/ Glenn J. Krevlin
Name: Glenn J. Krevlin
Title: Director

/s/ Glenn J. Krevlin
Glenn J. Krevlin
 
 
 
EX-99.2 3 kl07045_ex99-2.htm EXHIBIT 99.2 LETTER Exhibit 99.2 Letter

 
 
 
Mr. Franco Plastina
President and Chief Executive Officer
Tekelec
5200 Paramount Parkway
Morrisville, North Carolina 27560


 
 
We believe that, properly managed, the Company shows excellent potential to build shareholder value, and we are pleased to support efforts undertaken by management and the Board for that purpose.
 
In particular, we applaud management’s moves to dispose of non-core assets. In this context, we feel strongly that the Company should preserve capital and continue to rationalize its operations, and avoid acquisitions that could deplete its resources and threaten shareholder value.
 
We will continue to follow management’s initiatives with interest, and to support efforts to preserve and enhance shareholder value. We look forward to maintaining a constructive dialogue with you and the Board.
 



Glenn J. Krevlin
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