-----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, VlVKsF12A/yNc4y4yAMtGife4o9qgI1TG8YG7kH4OV2/LsHug5HPA0afewtsE602 hIBelUyWvps+l292JZo/iQ== 0000950148-99-000235.txt : 19990211 0000950148-99-000235.hdr.sgml : 19990211 ACCESSION NUMBER: 0000950148-99-000235 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990210 GROUP MEMBERS: ASSCHER JEAN CLAUDE GROUP MEMBERS: EDOUARD GIVEL GROUP MEMBERS: NATINCO, S.A. GROUP MEMBERS: TEKELEC F GROUP MEMBERS: TEKELEC-AIRTRONIC, S.A. 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: SEC FILE NUMBER: 005-38000 FILM NUMBER: 99527971 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: ASSCHER JEAN CLAUDE CENTRAL INDEX KEY: 0001006836 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TEKELEC AIRTRONIC SA STREET 2: 5 RUE CARLE VERNET CITY: 92315 SEVRES CEDEX BUSINESS PHONE: 01133146232326 SC 13G/A 1 SCHEDULE 13G AM #13 1 Page 1 of 14 Pages OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13)* Tekelec - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 879101103 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (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 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 provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO 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. Exhibit Index is Page 11 of 14 Pages 2 Page 2 of 14 Pages CUSIP No. 879101103 SCHEDULE 13G ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tekelec-Airtronic, S.A. ("T-A") - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 shares OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 shares -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH: 0 shares - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 14 Pages CUSIP No. 879101103 SCHEDULE 13G ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jean-Claude Asscher - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,669,284(1) shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 437,142(1) shares comprised of: (a) 60,350(1) shares, the voting power with respect to which is shared with OWNED BY Muriel Asscher (Mr. Asscher's spouse) and (b) 376,792(1) shares, the voting power with respect to which is shared EACH with Tekelec F; except that Mr. Asscher may also be deemed to share voting power with (i) Muriel Asscher of REPORTING an additional 125,464(1) shares owned of record by Muriel Asscher and (ii) Natinco, S.A. and Edouard Givel of an PERSON additional 10,546,256(1) shares owned of record by Natinco, S.A. WITH: -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 1,669,284(1) shares -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 437,142(1) shares comprised of: (a) 60,350(1) shares, the voting power with respect to which is shared with Muriel Asscher and (b) 376,792(1) shares, the dispositive power with respect to which is shared with Tekelec F; except that Mr. Asscher may also be deemed to share dispositive power with (i) Muriel Asscher of an additional 125,464(1) shares owned of record by Muriel Asscher and (ii) Natinco, S.A. and Edouard Givel of an additional 10,546,256(1) shares owned of record by Natinco, S.A. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,106,426(1) shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 Page 4 of 14 Pages CUSIP No. 879101103 SCHEDULE 13G ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tekelec F - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 376,792(1) shares, the voting power of which is shared with Jean-Claude Asscher who is the president and OWNED BY majority shareholder of Tekelec F. -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 shares -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH: 376,792(1) shares, the dispositive power of which is shared with Jean-Claude Asscher who is the president and majority shareholder of Tekelec F. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 376,792(1) shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 Page 5 of 14 Pages CUSIP No. 879101103 SCHEDULE 13G ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Natinco, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 10,546,256(1) shares, the voting power of which is shared with Edouard Givel, who owns substantially all OWNED BY of the equity interest in Natinco, S.A., except that Jean-Claude Asscher may be deemed to share the voting EACH power of these shares due to the fact that he has from time to time acted for, and is an advisor to, Mr. Givel. REPORTING -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER PERSON 0 shares WITH: -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,546,256(1) shares, the dispositive power of which is shared with Edouard Givel, who owns substantially all of the equity interest in Natinco, S.A., except that Jean-Claude Asscher may be deemed to share the dispositive power of these shares due to the fact that he has from time to time acted for, and is an advisor to, Mr. Givel. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,546,256(1) shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.4% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 Page 6 of 14 Pages CUSIP No. 879101103 SCHEDULE 13G ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edouard Givel - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 shares -------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY 10,546,256(1) shares, the voting power of which is shared with Natinco, S.A., the record holder of these OWNED BY shares, except that Jean-Claude Asscher may be deemed to share the voting power of these shares due to the EACH fact that he has from time to time acted for, and is an advisor to, Mr. Givel. REPORTING -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER PERSON 0 shares WITH: -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,546,256(1) shares, the dispositive power of which is shared with Natinco, S.A., the record holder of these shares, except that Jean-Claude Asscher may be deemed to share the dispositive power of these shares due to the fact that he has from time to time acted for, and is an advisor to, Mr. Givel. - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,546,256(1) shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.4% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 Page 7 of 14 Pages 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 Tekelec-Airtronic, S.A.; Jean-Claude Asscher; Tekelec F; Natinco, S.A.; and Edouard Givel, who are sometimes collectively referred to as the "Reporting Persons." The Reporting Persons may be deemed to be a "group" for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules thereunder (the "Act"), although each expressly disclaims any assertion or presumption that it or any of the other persons on whose behalf this Statement is filed constitutes a "group." Neither the filing of this Statement nor the Agreement [see Exhibit 1] should be construed individually or collectively to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more of the Reporting Persons or any one or more other persons. Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of each of Tekelec-Airtronic, S.A. and Tekelec F is 5, rue Carle Vernet, 92315 Sevres Cedex, France; and of Natinco, S.A. is 15, rue de la Chapelle, L-1325 Luxembourg. The residence address of Mr. Asscher is 34 Avenue Raphael, 75016 Paris, France; and of Mr. Givel is 31, Chemin des Courbes, 1247 Anieres, Switzerland. Item 2(c) Citizenship: Tekelec-Airtronic, S.A.; Tekelec F and Natinco, S.A. are French, French and Luxembourg corporations, respectively. Mr. Asscher and Mr. Givel are French and Swiss citizens, respectively. 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 Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable 8 Page 8 of 14 Pages Item 4 Ownership: The following information with respect to the ownership of Tekelec's Common Stock by the Reporting Persons is provided as of December 31, 1998, the last day of the year covered by this Statement. (a) Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person. With respect to the aggregate amount of shares beneficially owned by Mr. Asscher, such amount does not include an aggregate of 10,671,720(1) shares as to which Mr. Asscher disclaims beneficial ownership, including (i) 125,464(1) shares owned by Muriel Asscher (Mr. Asscher's spouse) and (ii) 10,546,256(1) shares owned by Natinco, S.A. This report shall not be deemed an admission that Mr. Asscher is the beneficial owner of such 10,671,720(1) shares for purposes of Section 13(d) or 13(g) of the Act or for any other purpose. (b) Percent of Class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which such person has: (i) sole power to vote or to 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. Item 5 Ownership of Five Percent or Less of a Class: Not applicable 9 Page 9 of 14 Pages 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 each of the Reporting Persons, respectively, except that: (a) Mr. Givel may be deemed to have such rights with respect to Natinco, S.A., due to the fact that he owns substantially all of the equity interest therein; and (b) Mr. Asscher may be deemed to have such rights with respect to the shares beneficially owned by Tekelec F, due to the fact that he is the president and majority shareholder thereof, and with respect to the shares beneficially owned by Natinco, S.A., due to the fact that he has from time to time acted for, and is an advisor to, Mr. Givel. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: See Exhibit 2. The Reporting Persons may be deemed to be a "group" for the purposes of Section 13(d) and 13(g) of the Act, although each expressly disclaims any assertion or presumption that it or the other persons on whose behalf this Statement is filed constitute a "group." The filing of this Statement should not be construed to be an admission that any of the Reporting Persons is a member of a "group" consisting of one or more such persons. Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: Not applicable 10 Page 10 of 14 Pages 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 3, 1999 /s/ Jean-Claude Asscher - ------------------------------------------ Jean-Claude Asscher, on behalf of himself, on behalf of Tekelec-Airtronic, S.A., as the President thereof and on behalf of Tekelec F, as the President thereof. /s/ Edouard Givel - ------------------------------------------ Edouard Givel, on behalf of himself and on behalf of Natinco, S.A., pursuant to a Power of Attorney [see Exhibit 3(2)]. 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) - --------------- (1) On 6/19/98 the Common Stock of Tekelec split 2-for-1. As a result, the Reporting Persons received one additional share for each share of Tekelec Common Stock held of record on 6/19/98. All share data set forth herein reflects the stock split. (2) Incorporated by reference to Amendment No. 11 to the Reporting Persons' Schedule 13G filed with the Commission on February 13, 1997. 11 Page 11 of 14 Pages EXHIBIT INDEX
Exhibit Number Exhibit Page - -------------- ---------------------------------------- ------------------- 1 Agreement to File Joint Statements Page 12 of 14 pages on Schedule 13G 2 Identification of the Reporting Page 14 of 14 pages Persons 3 Procuration [Power of Attorney(3)] Page 10 of 14 pages
- --------------- (3) Incorporated by reference to Amendment No. 11 to the Reporting Persons' Schedule 13G filed with the Commission on February 13, 1997. EX-99.1 2 EXHIBIT 1 1 Page 12 of 14 Pages Exhibit 1 AGREEMENT TO FILE JOINT STATEMENTS ON SCHEDULE 13G THIS AGREEMENT is entered into as of the 3rd day of February, 1999 by and among Tekelec-Airtronic, S.A., a French corporation ("T-A"); Jean-Claude Asscher, a French citizen ("JCA"); Tekelec F, a French corporation ("Tekelec F"); Natinco, S.A., a Luxembourg corporation ("Natinco"); and Edouard Givel, a Swiss citizen ("Givel"), and replaces in its entirety that certain Agreement to File Joint Statements on Schedule 13G, dated as of February 5, 1988, by and among T-A, JCA, Natinco and Givel. W I T N E S S E T H WHEREAS, T-A, JCA, Tekelec F, Natinco and Givel may be deemed to have held or to hold beneficial ownership, individually and/or in the aggregate, of more than five percent of the shares of the Common Stock of Tekelec, a California corporation (the "Common Stock"), as of December 31, 1998 and as of December 31 of each calendar year thereafter; 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 as of the end of any calendar year 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(f) 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: Each of T-A, JCA, Tekelec F, Natinco and Givel hereby agrees, in accordance with Rule 13d-1(f) 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. 2 Page 13 of 14 Pages Each of T-A, JCA, Tekelec F, Natinco and Givel hereby agrees 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(f)(iii) under the Act. Each of T-A, JCA, Tekelec F, Natinco and Givel agrees that neither this Agreement nor the filing of any Statements shall be construed to be an admission that any of T-A, JCA, Tekelec F, Natinco and Givel is a member of a "group" pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder. This Agreement may be executed in one or more counterparts which together shall constitute one agreement. 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. /s/ Jean-Claude Asscher - ------------------------------------------ Jean-Claude Asscher, on behalf of himself, on behalf of Tekelec-Airtronic, S.A., and on behalf of Tekelec F /s/ Edouard Givel - ----------------------------------------- Edouard Givel, on behalf of himself and on behalf of Natinco, S.A. EX-99.2 3 EXHIBIT 2 1 Page 14 of 14 Pages Exhibit 2 The Reporting Persons are identified below: Tekelec-Airtronic, S.A. is a French corporation. Tekelec F is a French corporation. Natinco, S.A. is a Luxembourg corporation. Jean-Claude Asscher is a French citizen and the president and majority shareholder of each of Tekelec-Airtronic, S.A. and Tekelec F Edouard Givel is a Swiss citizen and the owner of substantially all the equity interest of Natinco, S.A. -----END PRIVACY-ENHANCED MESSAGE-----