UNITED STATES

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

Date of Report (Date of earliest event reported): ~~November~~January 1625, ~~2011~~2012

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)

Registrant’s telephone number, including area code: (919) 460-5500

(Former name or former address, if changed since last report.)

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):

¨	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 5.0107. ~~Other~~Submission ~~Events.~~of Matters to a Vote of Security Holders.

OnAt a special meeting of the shareholders (the “Special Meeting”) of Tekelec, a California corporation (the “Company”), held on January 25, 2012, the Company’s shareholders approved the proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 166, 2011, by and among Titan Private Holdings I, LLC, a Delaware limited liability company (the “Parent”), Titan Private Acquisition Corp., a California corporation (the “Merger Subsidiary”), and the Company, ~~posted~~which ~~internally~~provides for ~~its~~the ~~employees~~merger ~~certain~~of ~~Additional~~the ~~Employee~~Merger ~~Questions~~Subsidiary with and ~~Answers~~into ~~relating~~the to Company (the “Merger”), with the Company’s ~~proposed~~surviving ~~acquisition~~the Merger byand anbeing ~~affiliate~~a wholly owned subsidiary of ~~Siris~~Parent. ~~Capital~~The ~~Group~~shareholders of the Company also voted to approve the proposal to adjourn or postpone the Special Meeting to a later date, ~~LLC~~if ~~pursuant~~necessary or appropriate, to ansolicit ~~Agreement~~additional ~~and~~proxies ~~Plan~~if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger ~~dated~~Agreement. asThe Special Meeting was not adjourned to a later date because there were sufficient votes at the time of ~~November 6,~~the ~~2011~~Special (Meeting to approve the “Merger Agreement”). At the Special Meeting, the shareholders of the Company also approved a proposal to approve, on a non-binding, advisory basis, certain merger-related golden parachute compensation that will be paid or that may become payable to the Company’s named executive officers in connection with the Merger. The ~~Additional~~matters ~~Employee~~acted ~~Questions~~upon ~~and~~at ~~Answers~~the Special Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed aswith ~~Exhibit~~the Securities and Exchange Commission (the “SEC”) on December ~~99.1~~19, 2011 (as supplemented by the Supplement to ~~this~~Proxy ~~Current~~Statement ~~Report~~filed with the SEC on ~~Form~~January ~~8-K~~19, ~~and~~2012) ~~incorporated~~pursuant ~~herein~~to which proxies were solicited. There were 54,528,037 shares of the Company’s common stock present in person or represented by ~~reference~~proxy at the Special Meeting, representing 78.62% of the shares entitled to vote at the Special Meeting. The final voting results for each proposal are set forth below:

~~Important~~Proposal ~~Additional~~1: ~~Information and~~To ~~Where~~approve tothe ~~Find~~Merger ItAgreement.

The Company plans to file with the Securities and Exchange Commission (the “SEC”) and to mail to its shareholders a Proxy Statement in connection with the merger transaction. The Proxy Statement will contain important information about the Company, Parent, the merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and Parent through the web site maintained by the SEC at www.sec.gov.


For	Against	Abstain

54,221,406	256,700	49,931

InProposal ~~addition,~~2: ~~investors~~To ~~and~~approve ~~security~~the ~~holders~~adjournment ~~will~~or bepostponement ~~able~~of tothe ~~obtain~~Special ~~free~~Meeting ~~copies~~to ofa ~~the~~later ~~Proxy~~date, ~~Statement~~if ~~from~~necessary or ~~the~~appropriate, ~~Company~~to bysolicit ~~contacting~~additional ~~Investor~~proxies ~~Relations,~~if ~~5200~~there ~~Paramount~~are ~~Parkway,~~insufficient ~~Morrisville,~~votes ~~North~~at ~~Carolina~~the ~~27560~~time ~~(919) 380-6148~~of the Special Meeting to approve the Merger Agreement.

Participants in the Solicitation


For	Against	Abstain

51,140,325	3,371,779	15,933

~~The~~Proposal ~~Company~~3: ~~and~~To ~~its~~approve, directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on ~~Form~~a 10non-~~K for the year ended December 31~~binding, ~~2010~~advisory ~~and in its Proxy Statement dated April 6~~basis, ~~2011~~certain ~~for~~golden ~~the~~parachute ~~Company’s~~compensation ~~2011~~that ~~Annual~~will ~~Meeting~~be ofpaid or ~~Shareholders,~~that ~~both~~may ofbecome ~~which~~payable ~~were~~to ~~filed with~~ the ~~SEC. Additional information regarding the interests of the~~ Company’s ~~directors~~named ~~and~~ executive officers in ~~the~~connection transaction will be included in the Proxy Statement for the special meeting of the Company’s shareholders to be held to approve the transactions contemplated by the Merger Agreement and other relevant documents regarding the merger, when filed with the ~~SEC~~Merger.

Forward-Looking Statements


For	Against	Abstain

48,693,287	5,431,479	403,271

~~This~~1 document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to, statements regarding the expected benefits and costs of the transaction, the plans, strategies and objectives of management for future operations, and the expected closing of the proposed merger. These forward-looking statements involve certain risks and uncertainties that could cause actual results and events to differ materially from our expectations. These risk factors include the conditions precedent to the consummation of the proposed merger, including obtaining antitrust approvals in the U.S. and other jurisdictions; the risk that the contemplated merger does not occur; the risk that key employees of the Company will not be retained; the expenses of the

proposed merger; and other risks identified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, in the Company’s Quarterly Reports on Form 10-Q for the 2011 first, second and third quarters and in our other filings with the SEC, which filings contain and identify important factors that could cause actual results and events to differ materially from those contained in the forward-looking statements. The Company assumes no obligation to update any forward-looking statement contained in this document.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.		Description
99.1		Additional Frequently Asked Questions and Answers for Company Employees

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~~	Tekelec
Dated: November 16, 2011	By:	/s/ Stuart H. Kupinsky
Dated: January 25, 2012		By:	/s/ Ronald J. de Lange
		Stuart H. Kupinsky
			Ronald J. de Lange
		Senior Vice President, Corporate Affairs
			President and Chief Executive Officer
		and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
99.1		Additional Frequently Asked Questions and Answers for Company Employees

Filing Compare · TEKELEC