-----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, SCgJar56HtDACGwj3kKtjKsTRTyLGod8G6+z0+9HDFJldiElL9Syv7xoQonqAKKq hX5hPQzxOXgpTeo5Ovudjw== 0000950129-05-001221.txt : 20050211 0000950129-05-001221.hdr.sgml : 20050211 20050211172216 ACCESSION NUMBER: 0000950129-05-001221 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: NATINCO S A GROUP MEMBERS: STIRLING TRUSTEES LIMITED 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38000 FILM NUMBER: 05600264 BUSINESS ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188805656 MAIL ADDRESS: STREET 1: 26580 W AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATINCO S A CENTRAL INDEX KEY: 0001214764 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 011 352 45 123 1 MAIL ADDRESS: STREET 1: 5, BOULEVARD DE LA FOIRE CITY: L-1528 LUXEMBOURG STATE: N4 ZIP: 00000 SC 13G/A 1 v05344a1sc13gza.txt NATINCO, S.A. FOR TEKELEC OMB APPROVAL OMB Number: 3235-0145 Expires:December 31, 2005 Estimated average burden hours per response.....11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Tekelec - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 879101103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Natinco, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares -------------------------------------------------------------- NUMBER 6 SHARED VOTING POWER 9,183,153 shares, the voting OF power of which is shared with Stirling Trustees SHARES Limited, as trustee of the Natinec Trust under The BENEFICIALLY Natinec Settlement Trust Deed dated January 9, OWNED 2003. The Natinec Trust owns substantially all of BY the equity interest in Natinco, S.A. EACH REPORTING -------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER 0 shares WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 9,183,153 shares, the dispositive power of which is shared with Stirling Trustees Limited, as trustee of the Natinec Trust. The Natinec Trust owns substantially all of the equity interest in Natinco, S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,183,153 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stirling Trustees Limited, as trustee of the Natinec Trust (the "Natinec Trust") under The Natinec Settlement Trust Deed dated January 9, 2003 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares -------------------------------------------------------------- NUMBER 6 SHARED VOTING POWER 9,183,153 shares, the voting OF power of which is shared with Natinco, S.A., the SHARES record holder of these shares. The Natinec Trust owns BENEFICIALLY substantially all of the equity interest Natinco, OWNED S.A. BY -------------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER 0 shares PERSON -------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER 9,183,153 shares, the dispositive power of which is shared with Natinco, S.A., the record holder of these shares. The Natinec Trust owns substantially all of the equity interest in Natinco, S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,183,153 shares - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDED CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- ITEM 1(a) NAME OF ISSUER: Tekelec ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 26580 West Agoura Road, Calabasas, CA 91302 ITEM 2(a) NAME OF PERSON FILING: This Statement is being filed by Natinco, S.A. and Stirling Trustees Limited, as trustee of the Natinec Trust (the "Natinec Trust") under The Natinec Settlement Trust Deed dated January 9, 2003, who are sometimes together referred to as the "Reporting Persons." Natinco, S.A. is the record owner of the shares. The Natinec Trust is the principal beneficial owner of the equity interest in Natinco, S.A. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of Natinco, S.A. is 5, boulevard de la Fiore, L-1528 Luxembourg, Grand Duchy of Luxembourg. The address of the principal business office of Stirling Trustees Limited is P.O. Box 801, Victoria Chambers, 1-3 Esplanade, St. Helier, Jersey JE4 0SZ, Channel Islands. ITEM 2(c) CITIZENSHIP: Natinco, S.A. is a company organized under the laws of Luxembourg. Stirling Trustees Limited is a company organized under the laws of Jersey, Channel Islands. The Natinec Trust is a trust organized under the laws of Jersey, Channel Islands. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e) CUSIP NUMBER: 879101103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Section 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). Page 4 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Not applicable ITEM 4. OWNERSHIP: Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. The following information with respect to the ownership of Tekelec's Common Stock by the Reporting Persons is provided as of December 31, 2004, the last day of the year covered by this Statement: (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. (b) Percent of class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Instruction: For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d3(d)(1). Page 5 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Instruction: Dissolution of a group required a response to this item. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: To the best knowledge of each of the Reporting Persons, no person other than each of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Tekelec Common Stock owned by the Reporting Persons; provided, however, that Stirling Trustees Limited, as trustee of the Natinec Trust, may be deemed to have such rights with respect to the shares owned directly and of record by Natinco, S.A. due to the fact that the Natinec Trust owns substantially all of the equity interest in Natinco, S.A. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON: Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: Not applicable Page 6 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2005 NATINCO, S.A. By: /s/ PIERRE LENTZ -------------------------------------- Print Name: Pierre Lentz ------------------------------ Title: Director ----------------------------------- By: /s/ JOHN SEIL -------------------------------------- Print Name: John Seil ------------------------------ Title: Director ----------------------------------- STIRLING TRUSTEES LIMITED, as Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 By: /s/ PAUL W. ELLIOTT -------------------------------------- Print Name: Paul W. Elliott ------------------------------ Title: Director ----------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 7 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- EXHIBIT INDEX
Exhibit Number Exhibit Page - -------------- ------- ---- 1 Agreement to File Joint Statements on Page 9 of 10 pages Schedule 13G
Page 8 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- EXHIBIT 1 AGREEMENT TO FILE JOINT STATEMENTS ON SCHEDULE 13G THIS AGREEMENT is entered into as of the 31st day of December, 2004 by and between Natinco, S.A., a company organized under the laws of Luxembourg, and Stirling Trustees Limited, a company organized under the laws of Jersey, Channel Islands (the "Trustee"), as trustee of the Natinec Trust (the "Natinec Trust") under The Natinec Settlement Trust Deed dated January 9, 2003 (the "Trust Deed"). W I T N E S S E T H WHEREAS, Natinco and the Trustee may each be deemed to hold beneficial ownership of more than five percent of the shares of the Common Stock of Tekelec, a California corporation (the "Common Stock"), as of the date hereof; WHEREAS, the Common Stock has been registered by Tekelec under Section 12(g) of the Securities Exchange Act of 1934 (the "Act"); WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more than five percent of such a class of registered equity securities is, under certain circumstances, permitted and/or required to file with the Securities and Exchange Commission a statement on Schedule 13G; and WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted to file a statement on Schedule 13G with respect to the same securities, only one such statement need be filed, provided such persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereby agree as follows: Natinco and the Trustee each hereby agree, in accordance with Rule 13d-1(k) under the Act, to file jointly any and all statements and amended statements on Schedule 13G (the "Statements") which may now or hereafter be required to be filed by them with respect to the Common Stock beneficially owned or deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder. Natinco and the Trustee each hereby agree that such Statements shall be filed jointly on behalf of each of them, and that a copy of this Agreement shall be filed as an exhibit thereto in accordance with Rule 13d-1(k)(iii) under the Act. This Agreement may be executed in counterparts which together shall constitute one agreement. Page 9 of 10 Pages - ----------------------------- CUSIP No. 879101103 - ----------------------------- IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be signed on their behalf by their duly authorized representatives as of the date first above written. NATINCO, S.A. By: /s/ PIERRE LENTZ -------------------------------------- Print Name: Pierre Lentz ------------------------------ Title: Director ----------------------------------- By: /s/ JOHN SEIL -------------------------------------- Print Name: John Seil ------------------------------ Title: Director ----------------------------------- STIRLING TRUSTEES LIMITED, as Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 By: /s/ PAUL W. ELLIOTT -------------------------------------- Print Name: Paul W. Elliott ------------------------------ Title: Director ----------------------------------- Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----