Item 8.01 Other Events
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Tekelec - Recent Material Event
Item 8.01 Other Events
Tekelec (the Company) is filing this
Current Report on Form 8-K in connection with recent
publicity regarding the auction rate securities markets. As of December 31, 2007, the total amount
of the Companys cash, cash equivalents and short-term investments was approximately $419.5 million,
consisting of approximately (a) $39.3 million in cash and certificates of deposit, (b) $66.2 million
invested in money market securities, (c) $199.8 million invested in auction rate
securities, (d) $109.4 million invested in variable rate demand notes (VRDNs), and (e) $4.8 million
invested in fixed rate municipal bonds. Since December 31, 2007, the Company has reduced its
investments in auction rate securities to approximately
$127.4 million. All of these auction rate securities are AAA rated by
one or more of the major credit rating agencies. Further, all of these securities are collateralized by student loans with approximately 92% of such collateral in the aggregate being guaranteed by the U.S. government under the Federal Family Education Loan Program.
The Company has recently experienced several failed auctions for the portion of its auction
rate securities portfolio that has gone to auction, resulting in the Companys inability to sell
these securities. A failed auction results in a lack of liquidity in the securities but does not
signify a default by the issuer. Upon an auction failure, the interest rates do not reset at a
market rate but instead reset based on a formula contained in the security, which rate is generally
higher than the current market rate.
While the Company will continue to monitor and analyze its auction rate securities
investments, we currently believe the carrying value approximates their fair value.
Based on the current lack of liquidity related to these investments, the Company may
reclassify $127.4 million of our short-term investments from current assets to long-term assets in
the first quarter of 2008. In such case, the Companys working capital would decline by $127.4 million
in the first quarter of 2008. The Company believes, however, that its remaining working
capital of approximately $175 million is adequate to fund its current business plan even if the
Company loses access for extended periods of time to the entire amount invested in auction rate
securities.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Current Report on Form 8-K are forward looking, reflect the
Companys current intent, belief or expectations and involve certain risks and uncertainties. The
Companys actual future performance may not meet the Companys expectations. As discussed in the
Companys Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and
September 30, 2007, its Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006
Form 10-K) and its other filings with the Securities and Exchange Commission (the Commission),
the Companys future operating results are difficult to predict and subject to significant
fluctuations. Factors that may cause future results to differ materially from the Companys current
expectations, in addition to those identified in the Companys 2006 Form 10-K and its other filings
with the Commission, include, among others, risks relating to the value and liquidity of the
Companys short-term investments, including its investments in auction rate securities. The Company
undertakes no obligation to publicly update any forward-looking statements whether as a result of
new information, future events or otherwise.
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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.
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