SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TII INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
872479 10 0
(CUSIP Number)
Timothy J. Roach
c/o TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
(Person Authorized to Receive Notices and Communications)
February 20, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the state-
ment [ ]. A fee is not required only if the reporting per-
son: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class. (See Rule 13d-7.)
Page 1 of 22 Pages
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CUSIP No. 872479 10 0 Page 2 of 22 Pages
Response to Question 1: Timothy J. Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 481,253
Response to Question 8: 0
Response to Question 9: 481,253
Response to Question 10: 0
Response to Question 11: 481,253
Response to Question 12: N/A
Response to Question 13: 11.5%
Response to Question 14: IN
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Cusip No. 872479 10 0 Page 3 of 22 Pages
INTRODUCTION
This amendment to the Schedule 13D is being filed by
Timothy J. Roach. In connection with a private placement of
securities by TII Industries, Inc. (the "Company"), the issuer
of the security to which this amendment pertains, a Voting
Agreement, dated June 2, 1992, as amended on July 2, 1992 (the
"Voting Agreement"), was entered into by Alfred J. Roach, Dor-
othy Roach and Timothy J. Roach (collectively, the "Family")
with WinStar Companies, Inc., a Delaware corporation, WinStar
Services, Inc., a Delaware corporation, WinStar Venture II,
Inc., a Delaware corporation, William J. Rouhana, Jr., Timothy
R. Graham and Fredric E. von Stange (collectively, the "WinStar
Investors") by virtue of which the Family and the WinStar Inves-
tors may have been deemed a "group." The Voting Agreement was
voluntarily terminated by the Reporting Persons and the WinStar
Investors as of February 20, 1995.
Contemporaneous with the filing of this amendment to
the Schedule 13D of Timothy J. Roach, an amendment to the Sched-
ule 13D filed jointly by the Family is being made to reflect the
termination of the Voting Agreement.
In April 1994, the Company effected a 1 for 2 1/2
reverse stock split of the Company's Common Stock and Class B
Stock. All disclosures in this amendment to the Schedule 13D
regarding stock ownership and per share price amounts reflect
post-split numbers.
Except as to the Items set out below, no changes have
occurred to the answer of any Items of this Schedule 13D from
the information last reported by Timothy J. Roach in respect of
such Items.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to add the following transaction
which took place after the filing of the Schedule 13D (dated
August 20, 1992):
Timothy J. Roach expended from his personal
funds $9,000 upon the exercise of options to
purchase an aggregate of 8,000 shares of Com-
mon Stock under the Company's 1986 Stock
Option Plan.
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Cusip No. 872479 10 0 Page 4 of 22 Pages
Item 4. Purpose of Transaction.
Item 4 is amended in its entirety to read as follows:
The securities of the Company held by Timothy J. Roach
were acquired, and are being held, as an investment. Timothy J.
Roach does not have any present plans or proposals which relate
to or would result in: (a) the acquisition by any person of
additional securities of the Company or disposition of securi-
ties of the Company (although Timothy J. Roach retains the
rights, which he may exercise at any time or from time to time,
in his discretion, to exercise the options, warrants and conver-
sion rights described in Item 5, and to purchase or sell equity
securities of the Company in open market or privately negotiated
transactions as circumstances warrant); (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) a change in the present
board of directors or management of the Company or any of its
subsidiaries, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) a change
in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securi-
ties exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securi-
ties association; (i) a class of equity securities of the Com-
pany becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Company.
Item 5 is amended in its entirety to read as follows:
As a result of the termination of the Voting Agree-
ment, the material terms of which were described in the Schedule
13D (dated August 20, 1992) filed jointly by the Family and
which also constituted an amendment to the Schedule 13D of Timo-
thy J. Roach, the members of the Family are no longer deemed to
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Cusip No. 872479 10 0 Page 5 of 22 Pages
be, under applicable rules of the Securities and Exchange Com-
mission, a "group" either with the other members of the Family
or with the WinStar Investors nor the beneficial owner of any
securities owned by any other member of the Family or the
WinStar Investors, except that by virtue of Alfred J. Roach and
Dorothy Roach being spouses they may be deemed to be the benefi-
cial owners of Common Stock which the other beneficially owns.
(a) & (b) The following table sets forth the sepa-
rate beneficial ownership (and information concerning voting and
dispositive power) of each Reporting Person:
Number of Percent
Name Shares(1) of Class(2)
Timothy J. Roach (3) 481,253 11.5%
____________________
(1) Timothy J. Roach has full voting and dispositive power with
respect to the shares owned by him.
(2) Percent of Class with respect to Common Stock assumes the
issuance of the Common Stock upon the conversion of Class B
Stock and the exercise of options (to the extent exercis-
able on or within 60 days) and Warrants (which are pres-
ently exercisable in full) deemed beneficially owned by
Timothy J. Roach but by no other person or entity.
(3) Includes (a) 308,365 outstanding shares, (b) 2,000 out-
standing shares owned by Mr. Roach as trustee for his chil-
dren, (c) (i) 27,680, (ii) 968 and (iii) 2,240 shares issu-
able upon the conversion of Class B Stock owned by Mr.
Roach directly, Mr. Roach's wife (who has sole voting and
dispositive power with respect to shares owned by her and
as to which Mr. Roach disclaims beneficial ownership) and
Mr. Roach as custodian for his children, respectively,
(d) 100,000 shares issuable upon the exercise of Warrants,
which are presently exercisable in full, and (e) 40,000
shares issuable upon the exercise of the portion of options
held under the Company's 1986 Stock Option Plan which are
exercisable on or within 60 days after March 15, 1995.
(c) In addition to the transactions reported in the
Schedule 13D (dated August 20, 1992), which had previously been
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Cusip No. 872479 10 0 Page 6 of 22 Pages
effected by Timothy J. Roach since his last filing on Schedule
13D, the following additional transactions in Common Stock of
the Company have been effected by Timothy J. Roach:
(i) On February 5, 1993, Timothy J. Roach pur-
chased 8,000 shares of Common Stock underly-
ing an option previously granted to him
under the Company's 1986 Stock Option Plan
at an exercise price of $1.125 per share;
and
(ii) On September 14, 1994 Timothy J. Roach was
granted an option to purchase 100,000 shares
of Common Stock under the Company's 1986
Stock Option Plan at an exercise price of
$4.625 per share, which option becomes exer-
cisable, on a cumulative basis, as to 20,000
shares on each of September 14, 1995,
September 14, 1996, September 14, 1997, Sep-
tember 14, 1998 and September 14, 1999.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Company.
Item 6 is amended in its entirety to read as follows:
(a) Timothy J. Roach, the wife of Timothy J. Roach
and Timothy J. Roach as custodian for his children own
(i) 27,680, (ii) 968 and (iii) 2,240 shares of the Company's
Class B Stock, respectively. Each share of Class B Stock is
entitled to ten votes per share and is convertible into one
share of Common Stock. As a result of the Common Stock issu-
ances in the private placement described in paragraph (c) below,
the number of outstanding shares of Class B Stock are now less
than 12-1/2% of the aggregate number of shares of Common Stock
and Class B Stock outstanding. Accordingly, under the Company's
Certificate of Incorporation, holders of Common Stock will, in
addition to being entitled to vote separately as a class for the
election of 25% of the directors, be entitled to vote together
with the holders of Class B Stock as one class for the remaining
directors, with each share of Common Stock having one vote and
each share of Class B Stock having ten votes.
(b) Timothy J. Roach holds options, granted under the
Company's 1986 Stock Option Plan, to purchase 40,000 shares of
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Cusip No. 872479 10 0 Page 7 of 22 Pages
Common Stock at an exercise price of $3.125 per share, respec-
tively, which options are presently exercisable in full and
which will expire on January 8, 2002. Mr. Roach also holds an
option to purchase 100,000 shares of Common Stock under the Com-
pany's 1986 Stock Option Plan at an exercise price of $4.625 per
share, which option becomes exercisable, on a cumulative basis,
on September 14, 1995, September 14, 1996, September 14, 1997,
September 14, 1998 and September 14, 1999 and which will expire
on September 13, 2004.
(c) In August 1992, the Company completed a private
placement (the "Private Placement") of 2,200,000 shares of Com-
mon Stock and warrants to purchase a like number of shares of
Common Stock (the "Warrants"). The shares and Warrants were
issued in units with a purchase price of $2.50 for one share and
one Warrant. Included in such Common Stock and Warrants was the
issuance to Timothy J. Roach of 100,000 shares of Common Stock
and Warrants to purchase a like number of shares of Common Stock
in exchange for 2,500 shares of the Company's Series B Preferred
Stock which he had purchased for $250,000 on February 25, 1992.
Also included in such Common Stock and Warrants was the issuance
to Alfred J. Roach and another employee of the Company of
200,000 and 100,000 shares of Common Stock and Warrants to pur-
chase a like number of shares of Common Stock in exchange for
5,000 and 2,500 shares of the Company's Series B Preferred Stock
which they had purchased for $500,000 and $250,000, respec-
tively, on February 25, 1992. The balance of the Common Stock
and Warrants were issued for cash to persons then unaffiliated
with the Company, including WinStar Venture II, Inc. and Timothy
R. Graham. All of the Warrants are identical except that the
Warrants issued to Alfred J. Roach, Timothy J. Roach, the other
Company employee and (as agreed to in connection with an exten-
sion of the Consulting Agreement, described below in paragraph
(d)) WinStar Venture II, Inc. and Mr. Graham are not redeemable
if held by them, while the Warrants issued to the other inves-
tors are redeemable under certain circumstances. Each Warrant
entitles the holder thereof to purchase one share of Common
Stock at any time and from time to time until August 6, 1995 at
an exercise price of $5.00 per share. The Company has granted
to all purchasers of the Common Stock and Warrants in the Pri-
vate Placement certain rights until August 6, 1997 to cause the
securities acquired (and the shares of Common Stock underlying
the Warrants) to be registered for sale, at the Company's cost
and expense, except for commissions and legal fees of the
holders.
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Cusip No. 872479 10 0 Page 8 of 22 Pages
(d) In connection with the Private Placement, the
Company entered into a Consulting Agreement dated June 2, 1992
(the "Consulting Agreement") with WinStar Services, Inc. ("Ser-
vices") which became effective on August 7, 1992 with the com-
pletion of the private placement. The Consulting Agreement
requires the Company to use its best efforts to elect or cause
two persons designated by Services to be appointed to serve as
directors until the Company's annual stockholders' meeting in
1997. Pursuant to this provision, on August 11, 1992, the Com-
pany expanded the size of its Board by two to eight and Timothy
R. Graham and William J. Rouhana, Jr. were appointed Class II
and Class III directors, respectively. If at any time prior to
the 1997 annual meeting of stockholders, Services and its
"affiliates" (as defined in the Consulting Agreement), consid-
ered as one person, shall not beneficially own (within the mean-
ing of, and determined in accordance with, Rule 13d-3 promul-
gated under the Securities Exchange Act of 1934, inclusive of
shares underlying options held by them to purchase capital stock
of the Company) at least 200,000 shares of Common Stock, Ser-
vices is obligated to promptly advise the Company thereof, and a
majority of the Company's directors (exclusive of the directors
designated by Services) may at any time thereafter request the
resignation of either or both of such designees. In the event
of such request, Services shall cause its designees to resign
within five days of such request.
(e) In addition, the Family and the WinStar Investors
entered into the Voting Agreement. The Voting Agreement was
voluntarily terminated by the Family and the WinStar Investors
as of February 20, 1995.
The foregoing summaries of agreements are qualified in
their entirety by reference to the exhibits to this Schedule
13D.
Item 7. Materials to be Filed as Exhibits.
Item 7 is amended in its entirety to read as follows:
The following are exhibits to this Schedule 13D:
1(a). Stock Option Agreement, dated December 24,
1991, between the Company and Timothy J. Roach.
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Cusip No. 872479 10 0 Page 9 of 22 Pages
1(b). Stock Option Agreement, dated January 9, 1992,
between the Company and Timothy J. Roach.
1(c). Stock Option Agreement, dated September 14,
1994, between the Company and Timothy J. Roach.*
2. Common Stock Purchase Warrant issued to Timothy
J. Roach on August 7, 1992.
3(a). Voting Agreement, dated June 2, 1992, among the
Reporting Persons and the WinStar Investors (other than
Venture).
3(b). Amendment, dated July 31, 1992, to the Voting
Agreement dated June 2, 1992 among the Reporting Persons and the
WinStar Investors (including Venture).
3(c). Agreement, dated as of February 20, 1995 to
terminate the Voting Agreement.*
_________________________
* Filed herewith. All other exhibits were previously filed.
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Cusip No. 872479 10 0 Page 10 of 22 Pages
Signatures
After reasonable inquiry and to the best of the knowl-
edge and belief of the undersigned, the undersigned certify that
the information set forth in this Statement is true, complete
and correct.
Dated: March 30, 1995
/s/ Timothy J. Roach_________
Timothy J. Roach
Cusip No. 872479 10 0 Page 11 of 22
Exhibit 1(c)
TII INDUSTRIES, INC.
1986 STOCK OPTION AGREEMENT
OPTION AGREEMENT made this 14th day of September,
1994, between TII Industries, Inc. ("Company"), and Timothy J.
Roach ("Optionee") residing at P. O. Box 764, Stony Brook, NY
11790.
W I T N E S S E T H :
WHEREAS, the Company desires, by affording the
Optionee an opportunity to purchase shares of its common stock,
$.01 par value per share (the "Common Stock"), as hereinafter
provided, to carry out the purposes of the Company's 1986 Stock
Option Plan (the "Plan"):
NOW, THEREFORE, in consideration of the premises and
of the mutual promises hereinafter contained, the parties hereto
agree as follows:
1. Grant of Option. The Company hereby grants to
the Optionee an option ("Option") to purchase all or any part of
an aggregate of 100,000 shares of Common Stock (such number
being subject to adjustment as provided in Section 9 hereof) on
the terms and conditions hereinafter set forth. The Option
is/is not (strike one) intended to be an "incentive stock
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Cusip No. 872479 10 0 Page 12 of 22
option" as defined in Section 422A of the Internal Revenue Code
of 1954, or any corresponding provisions of succeeding law (the
"Code").
2. Purchase Price. The purchase price of the shares
of Common Stock covered by the Option shall be $4.625 per share
of Common Stock, which is not less than one hundred percent
(100%) of the fair market value of a share of Common Stock on
the date hereof in the case of an incentive stock option, and
not less than fifty percent (50%) of the fair market value of a
share of Common Stock on the date hereof in the case of a
non-incentive stock option. Payment shall be made in cash,
check or in shares of Common Stock in the manner prescribed in
Section 10 hereof.
3. Term of Option. The term of the Option shall be
for a period of ten (10) years from the date hereof, subject to
earlier termination as provided in Sections 6, 7 and 8 hereof.
The Option may be exercised in whole or in part at any time and
from time to time prior to the termination of the Option, as to
all or any of the shares of Common Stock then purchasable here-
under; provided, however, that no shares of Common Stock covered
by the Option may be purchased within the first 12 months'
period after the date hereof, and that in each subsequent 12
months' period during the term of the Option, the holder of the
Option may purchase a number of shares of Common Stock equal to
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Cusip No. 872479 10 0 Page 13 of 22
one fifth of the total number of shares subject to the Option
until one hundred percent of the Option shall be exercisable
(five years after the date hereof). If fewer than the number of
available shares are purchased in any period under the Option,
the holder may purchase any such unpurchased shares in any sub-
sequent period during the term of the Option.
Except as provided in Sections 6, 7 and 10 hereof, the
Option may not be exercised at any time unless the Optionee
shall then be and shall have been, at all times from the date of
grant of the Option, an employee of the Company or any of its
subsidiaries. The term "employee" shall include officers and
directors who are employees of the Company or any of its subsid-
iaries. Solely for purposes of granting non-incentive stock
options, the term "employee" shall also include consultants to
the Company or any of its subsidiaries and officers and direc-
tors of the Company who are not employees of the Company or any
of its subsidiaries. The holder of the Option shall not have
any of the rights of a shareholder of the Company with respect
to the shares of Common Stock covered by the Option until one or
more certificates for such shares of Common Stock shall have
been issued to him upon the due exercise of the Option.
4. Outstanding Options. Any Option which is an
incentive stock option may not be exercised while there is
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Cusip No. 872479 10 0 Page 14 of 22
outstanding (within the meaning of Section 422(A) (c) (7) of the
Code), any incentive stock option which was granted before the
granting of the Option, to the Optionee to purchase stock in the
Company or any corporation which is, at any time, a "parent" or
a "subsidiary" of the Company (as such terms are defined in Sec-
tion 425(e) and (f) of the Code), or any predecessor corporation
of any such corporations; provided, however, that this provision
shall not apply to any Option which is an incentive stock option
granted after December 31, 1986.
5. Non-transferability. The Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Option may be exercised during the life-
time of the Optionee only by him, more particularly (but without
limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of
law, and shall not be subject to execution, attachment or simi-
lar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the
provisions hereof, or the levy of any execution, attachment, or
similar process upon the Option, shall be null and void and
without effect.
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Cusip No. 872479 10 0 Page 15 of 22
6. Employment. The granting of the Option is in
consideration of the Optionee's continuing employment by the
Company; however, nothing in this Option shall confer upon the
Optionee the right to continue in the employment of the Company
or affect the right of the Company to terminate the Optionee's
employment at any time in its sole discretion, with or without
cause.
In the event that the Optionee shall cease to be so
employed for any reason other than death, retirement with the
consent of the Company or disability (as determined by the Com-
mittee in its sole discretion), the Option shall terminate on
the date of termination of employment or on a date not more than
three (3) months after such date of termination of employment
(as determined by the Committee in its sole discretion); pro-
vided, however, that in the event of exercise after termination
of employment, the Optionee shall not be entitled to purchase
any shares of Common Stock in excess of the number of shares
which he would have been permitted to purchase upon exercise of
the Option on his date of termination. If the Optionee is dis-
abled (as determined by the Committee in its sole discretion) or
retires with the consent of the Company, the Option shall termi-
nate one (1) year after the date of disability and not later
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Cusip No. 872479 10 0 Page 16 of 22
than three (3) months after the date of retirement (as deter-
mined by the Committee).
7. Death of Optionee. If the Optionee shall die
while in the employ of the Company, his estate, personal repre-
sentative or beneficiary shall have the right, subject to the
provisions of Section 3 hereof, to exercise the Option (to the
extent that the Optionee would have been entitled to do so at
the date of his death) at any time within one (1) year from the
date of his death.
8. Termination of Option. In the event of the
institution of any legal proceedings directed to the validity of
the Plan pursuant to which the Option is granted, or to any
option granted under it, the Company may, in it sole discretion,
and without incurring any liability therefor to the Optionee or
any other person, terminate the Option.
9. Stock Splits, Mergers, etc. In case of any stock
split, stock dividend or similar transaction which increases or
decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors,
whose determination shall be final, to the number of shares of
Common Stock which may be purchased under the Plan and the num-
ber and option exercise price per share which may be purchased
under any outstanding options. In the case of a merger, sale of
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Cusip No. 872479 10 0 Page 17 of 22
assets or similar transaction which results in a replacement of
the Company's shares of Common Stock with stock of another cor-
poration, the Company will make a reasonable effort, but shall
not be required, to replace any outstanding options with compa-
rable options to purchase the stock of such other corporation,
or will provide for immediate exercisability of all outstanding
options, with all options not being exercised within the time
period specified by the Board of Directors being terminated.
10. Method of Exercising Option. Subject to the
terms and conditions of the Option Agreement, the Option may be
exercised by written notice to the Company at its office at 1375
Akron Street, Copiague, New York 11726 (Attention: Secretary).
Such notice shall state the election to exercise the Option and
the number of shares of Common Stock in respect of which it is
being exercised. It shall be signed by the person or persons so
exercising the Option and shall be accompanied by payment of the
full purchase price of such shares in cash, by check or by the
delivery of certificates representing shares of Common Stock
with fully executed stock powers, and the Company shall issue,
in the name of the person or persons exercising the Option, and
deliver a certificate or certificates representing such shares
of Common Stock as soon as practicable after the notice and pay-
ment have been received.
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Cusip No. 872479 10 0 Page 18 of 22
In the event the Option shall be exercised by any per-
son or persons other than the Optionee, pursuant to Section 7
hereof, such notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option. All
shares of Common Stock that shall be purchased upon the exercise
of the Option as provided herein shall be fully paid and
non-assessable.
The Committee may require an Optionee to remit any
amount required to be withheld to satisfy federal, state or
local income taxes arising in connection with the exercise of an
Option. Each Optionee making an election under Section 83(b) of
the Code shall provide a copy thereof to the Company within 30
days of the filing of such election with the Internal Revenue
Service.
11. General. The Company shall at all times during
the term of the Option reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the
requirements of this Agreement, and shall pay all taxes with
respect to the issue of shares of Common Stock pursuant hereto
and all other fees and expenses necessarily incurred by the Com-
pany in connection therewith, and will from time to time, use
its best efforts to comply with all laws and regulations which,
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Cusip No. 872479 10 0 Page 19 of 22
in the opinion of counsel for the Company, shall be applicable
thereto.
12. Representation of Optionee. The Optionee, if
receiving an incentive stock option, represents that he and any
related persons or entities, within the meaning of Section
425(d) of the Code, do not own as much as ten percent (10%) of
the total combined voting power or value of all capital stock of
the Company or any subsidiary of the Company, and in accepting
the Option herein granted to him, agrees to the terms of the
Option as of the date hereof.
13. Notices. Each notice relating to this Option
Agreement shall be in writing and delivered in person or by
first class mail, postage prepaid, to the proper address. Each
notice shall be deemed to have been given on the date it is
received. Each notice to the Company shall be addressed to it
at its principal office, 1375 Akron Street, Copiague, New York
11726 (Attention: Secretary). Each notice to the Optionee or
other person or persons then entitled to exercise the Option
shall be addressed to the Optionee or such other person or per-
sons at the Optionee's address set forth in the heading of this
Agreement. Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect.
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Cusip No. 872479 10 0 Page 20 of 22
14. Incorporation of Plan. Notwithstanding the terms
and conditions herein, any Option granted pursuant to this
Agreement shall be subject to and governed by all the terms and
conditions of the Plan. A copy of the Plan has been delivered
to the Optionee and is hereby incorporated by reference. In the
event of any discrepancy or inconsistency between this Agreement
and the Plan, the terms of the Plan shall govern.
15. Enforceability. This Agreement shall be binding
upon the Optionee, his estate, his personal representatives and
beneficiaries.
IN WITNESS WHEREOF, the Company has caused this Agree-
ment to be duly executed by one of its officers thereunto duly
authorized, and the Optionee has hereunto set his hand all as of
the day and year first above written.
TII INDUSTRIES, INC.
By: /s/Timothy J. Roach
Title: President
Optionee:
/s/Timothy J. Roach
Cusip No. 872479 10 0 Page 21 of 22 Pages
Exhibit 3(c)
AMENDMENT TO VOTING AGREEMENT
AMENDMENT TO VOTING AGREEMENT, made as of the 20th day
of February 1995, by and among Alfred J. Roach, Timothy J. Roach
and Dorothy Roach (collectively, the "Roach Family") and WinStar
Services, Inc. and WinStar Companies, Inc., each a delaware cor-
poration (collectively, "WinStar"), William J. Rouhana, Jr.,
Fredric E. von Stange and Timothy Graham (such individuals
collectively with WinStar, the "WinStar Investors"), and WinStar
Venture II, Inc. ("Venture"), a Delaware corporation.
W I T N E S S E T H :
WHEREAS, all of the parties hereto other than Venture
is a party to a certain Voting Agreement, dated June 2, 1992
("Voting Agreement"); and
NOW THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and suf-
ficiency of which is hereby acknowledged, the parties hereby
agree to terminate the Voting Agreement effective as of the date
herewith:
IN WITNESS WHEREOF, the parties have executed this
Amendment to Voting Agreement as of the date above written:
/s/ Alfred J. Roach___________
ALFRED J. ROACH
/s/ Timothy J. Roach__________
TIMOTHY J. ROACH
/s/ Dorothy J. Roach__________
DOROTHY J. ROACH
WINSTAR SERVICES, INC.
By: /s/ William J. Rouhana, Jr. /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr., WILLIAM J. ROUHANA, JR.
President
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Cusip No. 872479 10 0 Page 22 of 22 Pages
WINSTAR COMPANIES, INC.
/s/ Frederic E. Von Stange
FREDERIC E. VON STANGE
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
WINSTAR COMPANIES, INC.
/s/ Timothy Graham_____
TIMOTHY GRAHAM
By: /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr.
President
