X0202 4 2004-12-10 0000790705 TEKELEC TKLC 0001214764 NATINCO S A 5, BOULEVARD DE LA FOIRE L-1528 LUXEMBOURG N4 LUXEMBOURG 0 0 1 0 0001310115 Stirling Trustees Limited, as Trustee of The Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 P.O. BOX 801 VICTORIA CHAMBERS, 1-3 ESPLANADE ST HELLIER, JERSEY CHANNEL ISL JE4 0SZ 0 0 1 0 Common Stock 2004-12-10 4 X 0 120007 9.59 D 9505079 D Contract to Sell (Prepaid Variable Forward Contract) 9.59 2004-12-10 4 X 0 144000 0 D 2004-12-10 2004-12-10 Common Stock 144000 0 D On December 10, 2004, Natinco, S.A. ("Natinco") settled its obligation to deliver shares of Tekelec Common Stock under a prepaid forward sale contract entered into with an unaffiliated third party buyer (the "Buyer") on November 14, 2002 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about November 27, 2002, Natinco received a cash payment in the total amount of $1,150,845.12. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 10, 2004 up to 144,000 shares of Tekelec Common Stock. The number of shares to be delivered by Natinco to the Buyer at settlement depended upon the price of Tekelec Common Stock on December 10, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.293 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.293 but less than $13.0102 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $9.293, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.0102, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the numerator of which would be the sum of $9.293 plus the difference between the Settlement Price and $13.0102, and the denominator of which would be the Settlement Price. In lieu of the delivery of shares, Natinco also had the option to settle the contract by the delivery of cash. The Settlement Price upon settlement of the contact on December 10, 2004 was $22.31. Accordingly, Natinco transferred 120,007 shares to the Buyer and retained and was not required to deliver to the Buyer 23,993 shares. These securities were or are owned (i) directly by Natinco and (ii) indirectly by Stirling Trustees Limited, as trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 (the "Natinec Trust"). The Natinec Trust owns substantially all of the equity interest in Natinco. Pierre Lentz, as a Director of Natinco, S.A. 2004-12-14 John Seil, as a Director of Natinco, S.A. 2004-12-14 Ronald W. Buckly, Attorney-in-Fact for Paul W. Elliott, as Director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 2004-12-14