Attached files
file | filename |
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EX-4.2 - EX-4.2 - TEKELEC | v56049exv4w2.htm |
EX-4.1 - EX-4.1 - TEKELEC | v56049exv4w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 5, 2010
TEKELEC
(Exact name of registrant as specified in its charter)
California | 000-15135 | 95-2746131 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5200 Paramount Parkway, Morrisville, North Carolina | 27560 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (919) 460-5500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger Relating to Proposed Acquisition of Camiant, Inc.
Tekelec, a California corporation (Tekelec or the Company), entered into an Agreement and
Plan of Merger dated as of May 5, 2010 (the Merger Agreement) with Camiant, Inc., a Delaware
corporation (Camiant), SPAN Corp., Inc., a Delaware corporation and wholly owned subsidiary of
the Company (the Acquisition Subsidiary), and a representative of the Camiant stockholders.
Subject to the terms and conditions of the Merger Agreement, the Acquisition Subsidiary will
be merged with and into Camiant (the Merger). Camiant will be the surviving corporation and will
become a wholly owned subsidiary of the Company. At the closing of the acquisition transaction
(the Closing), Tekelec will pay total cash consideration
of $130,000,000, consisting of $125,026,286 payable to the stockholders of Camiant and to the holders of vested
Camiant options and warrants, in exchange for their interests in
Camiant and subject to a working capital adjustment and adjustment for the exercise of options
between signing and Closing. In addition, the Company will assume unvested options to purchase
Camiant common stock, which options will be converted into the right to receive, following the
Closing, the aggregate cash amount of $4,973,714, subject to adjustment for the exercise of options
between signing and Closing. The cash rights will vest according to the terms and vesting
schedules of the converted options. The amount of $12,499,849, subject to adjustment for the
exercise of options between signing and Closing, of the merger consideration will be placed into
escrow with a third party escrow agent for 15 months following the Closing for the satisfaction of
indemnification claims made by the Company under the Merger
Agreement. The Company will also assume approximately
$10.3 million of negative working capital at closing, subject to
adjustment.
The Merger Agreement contains customary representations, warranties, covenants and indemnities
of each of the Company and Camiant. The Merger Agreement also contains certain termination rights
for each of the Company and Camiant and, in the event of the termination of the Merger Agreement
under certain circumstances, Camiant may be obligated to pay to the Company a termination fee in
the amount of $4,550,000.
Concurrently with the execution of the Merger Agreement, certain stockholders of Camiant
entered into agreements with the Company pursuant to which the stockholders provide certain
representations, warranties, covenants and indemnities for the benefit of the Company. Certain
stockholders of Camiant have also entered into two-year non-compete agreements with the Company
that will become effective upon the Closing.
The consummation of the Merger is subject to customary closing conditions, including approval
of the Merger Agreement by the stockholders of Camiant. The consummation of the Merger is not
subject to any financing condition. The Merger Agreement provides for the Closing to occur on May
7, 2010, or on such other date as may be agreed between the Company and Camiant, provided that the
parties have certain rights to terminate the Merger Agreement if the Closing does not occur on or
before May 31, 2010.
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The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is included as Exhibit 4.1 to this Current
Report on Form 8-K (this Form 8-K).
Share Purchase Agreement Relating to Blueslice Networks Inc. |
The Company entered into a Share Purchase Agreement dated as of May 5, 2010 (the Share
Purchase Agreement) with Tekelec Canada Inc., an Ontario corporation and wholly owned subsidiary
of the Company (Tekelec Canada), and the following owners of all of the issued and outstanding
shares of capital stock of Blueslice Networks Inc., a Canadian corporation (Blueslice): Stephan
Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael
Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and
Positron Inc. (collectively, the Sellers).
Pursuant to the terms of the Share Purchase Agreement and concurrently with the execution
thereof, Tekelec Canada acquired from the Sellers all of the issued and outstanding shares of
capital stock of Blueslice for an aggregate purchase price of $35,000,000 consisting of (i) the
aggregate cash amount of approximately $33,500,000 paid to Blueslice
stockholders and their designees and (ii) the payment of indebtedness of
Blueslice in the aggregate amount of $1,500,000. In addition, the Company (i) entered into
agreements with certain Blueslice employees under which the Company agreed to pay an aggregate cash
amount of $1,500,000 based on the employees performance of individual integration milestones
following the closing and (ii) agreed to grant restricted stock units to certain Blueslice
employees, including performance-based restricted stock units having an aggregate market value of
approximately $2,000,000 as of the date of grant. The performance-based restricted stock units
will vest, and the shares of the Companys Common Stock subject thereto will be issued, based on an
individual employees continued employment after the Closing and his or her achievement of
individual integration milestones.
Upon consummation of the acquisition, the amount of $5,025,000 was placed into escrow with a
third party escrow agent for 15 months for the satisfaction of indemnification claims made by the
Company and/or Tekelec Canada under the Share Purchase Agreement.
The Share Purchase Agreement contains customary representations, warranties, covenants and
indemnities of the Company, Tekelec Canada and the Sellers. The Share Purchase Agreement also
includes the Sellers three-year non-compete agreement for the benefit of the Company and Tekelec
Canada.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Share Purchase Agreement, a copy of which is included as Exhibit 4.2 to this Form
8-K.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibit
The following Exhibits 4.1 and 4.2 are filed as a part of this Form 8-K:
Exhibit No. | Description | |
4.1
|
Agreement and Plan of Merger dated as of May 5, 2010, by and among the Company, Camiant, Inc., SPAN Corp., Inc. and Steven Van Beaver, as representative of the stockholders of Camiant, Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request) | |
4.2
|
Share Purchase Agreement dated as of May 5, 2010, by and among the Company, Tekelec Canada Inc., Stephan Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tekelec |
||||
Dated: May 6, 2010 | By: | /s/ Franco Plastina | ||
Franco Plastina | ||||
President and Chief Executive Officer | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |
4.1
|
Agreement and Plan of Merger dated as of May 5, 2010, by and among the Company, Camiant, Inc., SPAN Corp., Inc. and Steven Van Beaver, as representative of the stockholders of Camiant, Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request) | |
4.2
|
Share Purchase Agreement dated as of May 5, 2010, by and among the Company, Tekelec Canada Inc., Stephan Ouaknine, Edie Ledany, Winvest Inc., 9129-2144 Québec Inc., 9129-2136 Québec Inc., Michael Rosenthal, John Grobstein, 171033 Canada Inc., 171036 Canada Inc., Capital Brinvest Inc. and Positron Inc. (schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a copy of any such schedule supplementally to the Commission upon request) |