As filed with the Securities and Exchange Commission on December 13, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TII INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 66-0328885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1385 Akron Street, Copiague, New York 11726
(Address of Principal Executive Offices) (Zip Code)
1986 STOCK OPTION PLAN
(Full title of the plan)
Timothy J. Roach, President
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
(Name and address of agent for service)
(516) 789-5000
(Telephone number, including area code, of agent for service)
with a copy to:
Leonard W. Suroff, Esq.
1385 Akron Street
Copiague, New York 11726
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
each class Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered(1) share (2) price (2) fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 508,000 shs $4.625 $2,349,500 $ 810.17
178,000 shs $5.125 $ 912,250 $ 314.57
22,000 shs $ 6.75 $ 148,500 $ 51.21
25,000 shs $ 5.25 $ 131,250 $ 45.26
17,000 shs $7.375 $ 125,375 $ 43.23
- --------------------------------------------------------------------------------
Total 750,000 shares $3,666,875 $ 1,264.44
- --------------------------------------------------------------------------------
<PAGE>
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
1986 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), the exercise price of presently
outstanding options.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the Securities
and Exchange Commission (File No. 1-8048) pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995;
(b) The registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995;
(c) The registrant's Current Report on Form 8-K dated (date of earliest
event reported) August 15, 1995; and
(d) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A filed on November 3, 1980,
including any amendment or report filed for the purpose of updating such
descriptions.
All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as the registrant, may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court determines such person is fairly and reasonably entitled to indemnity for
such expenses. Article XIII of the registrant's By-laws provides that the
registrant shall so indemnify such persons. In addition, Article 12 of the
registrant's Restated Certificate of Incorporation, as amended, provides, in
general, that no director of the registrant shall be personally liable to the
registrant or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (which provides
that under certain circumstances, directors may be jointly and severally liable
for willful or negligent violations of the DGCL provisions regarding the payment
of dividends or stock repurchases or redemptions), as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.01(a) Restated Certificate of Incorporation of the registrant, as
filed with the Secretary of State of the State of Delaware
on December 18, 1978. Included as Exhibit 3(a)(1)
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<PAGE>
Exhibit
Number Description
- ------- -----------
to the registrant's Annual Report on Form 10-K for the
fiscal year ended June 26, 1992 (File No. 1-8048), and
incorporated herein by reference.
4.01(b) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on January 22,
1980. Included as Exhibit 3(a)(2) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(c) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on June 23,
1981. Included as Exhibit 3(a)(3) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(d) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 4,
1981. Included as Exhibit 3(a)(4) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(e) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 11,
1986. Included as Exhibit 3(a)(5) to the registrant's
Registration Statement on Form S-8 (File No. 33-11449), and
incorporated herein by reference.
4.01(f) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 16,
1987. Included as Exhibit 4.06 to the registrant's
Registration Statement on Form S-8 (File No. 33-53180), and
incorporated herein by reference.
4.01(g) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on January 10,
1990. Included as Exhibit 4(c)(7) to the registrant's
Registration Statement on Form S-8 (File No. 33-37310) and
incorporated herein by reference.
4.01(h) Certificate of Amendment to Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on April 25,
1994. Included as Exhibit 4.01(h) to the registrant's
Registration Statement on Form S-3 (File No. 33-64980), and
incorporated herein by reference.
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<PAGE>
Exhibit
Number Description
- ------- -----------
4.02 By-laws of the registrant, as amended through October 15,
1993. Included as Exhibit 4.02 to the registrant's Regi-
stration Statement on Form S-3 (File No. 33-64980) and
incorporated herein by reference.
4.03(a) Revolving Credit Loan Agreement dated January 31, 1995
among TII International, Inc. ("International"), the
registrant and Chemical Bank (the "Bank"). Included as
Exhibit 4.1(a) to the registrant's Current Report on Form
8-K dated January 31, 1995 (date of earliest event repor-
ted) (File No. 1-8048).
4.03(b) First Amendment dated as of August 3, 1995 to the Revolving
Credit Agreement among International, the registrant and
the Bank. Included as Exhibit 4(a)(1)(B) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995 (File No. 1-8048).
*5.01 Opinion and consent of Leonard W. Suroff, Esq., counsel to
the registrant, as to the legality of the Common Stock
being offered.
*23.01 Consent of Arthur Andersen LLP.
*23.02 Consent of Leonard W. Suroff, Esq. (contained in Exhibit
5.01).
*24.01 Powers of Attorney of certain officers and directors of the
registrant.
99.01 Registrant's 1986 Stock Option Plan, as amended. Included
as Exhibit 10(a)(2)(ii) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 24, 1994 (File No.
1-8048), and incorporated herein by reference.
- --------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post- effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Copiague, State of New York, on the 30th day of
November, 1995.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
---------------------------
Timothy J. Roach, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 30th day of November, 1995.
Signature Title
--------- -----
*ALFRED J. ROACH Chairman of the Board
- -----------------------------
Alfred J. Roach
/s/ Timothy J. Roach President (Chief Executive Officer)
- ----------------------------- and Director
Timothy J. Roach
/s/ John T. Hyland, Jr. Vice President and Treasurer (Chief
- ----------------------------- Financial and Accounting Officer)
John T. Hyland, Jr.
*C. BRUCE BARKSDALE Director
- -----------------------------
C. Bruce Barksdale
*DOROTHY ROACH Director
- -----------------------------
Dorothy Roach
*JOSEPH C. HOGAN Director
- -----------------------------
Joseph C. Hogan
II-6
<PAGE>
/s/ Timothy R. Graham Director
- -----------------------------
Timothy R. Graham
*JAMES R. GROVER, JR. Director
- -----------------------------
James R. Grover, Jr
/s/ William J. Rouhana, Jr. Director
- -----------------------------
William J. Rouhana, Jr.
*WILLIAM G. SHARWELL Director
- -----------------------------
William G. Sharwell
*By: /s/ Timothy J. Roach
------------------------
Timothy J. Roach,
Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.01(a) Restated Certificate of Incorporation of the registrant, as
filed with the Secretary of State of the State of Delaware
on December 18, 1978. Included as Exhibit 3(a)(1) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended June 26, 1992 (File No. 1-8048), and incorporated
herein by reference.
4.01(b) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on January 22,
1980. Included as Exhibit 3(a)(2) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(c) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on June 23,
1981. Included as Exhibit 3(a)(3) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(d) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 4,
1981. Included as Exhibit 3(a)(4) to the registrant's
Annual Report on Form 10-K for the fiscal year ended June
26, 1992 (File No. 1-8048), and incorporated herein by
reference.
4.01(e) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 11,
1986. Included as Exhibit 3(a)(5) to the registrant's
Registration Statement on Form S-8 (File No. 33-11449), and
incorporated herein by reference.
4.01(f) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on December 16,
1987. Included as Exhibit 4.06 to the registrant's
Registration Statement on Form S-8 (File No. 33-53180), and
incorporated herein by reference.
4.01(g) Certificate of Amendment of Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on January 10,
1990. Included as Exhibit 4(c)(7) to the registrant's
Registration Statement on Form S-8 (File No. 33-37310) and
incorporated herein by reference.
<PAGE>
4.01(h) Certificate of Amendment to Restated Certificate of
Incorporation of the registrant, as filed with the
Secretary of State of the State of Delaware on April 25,
1994. Included as Exhibit 4.01(h) to the registrant's
Registration Statement on Form S-3 (File No. 33-64980), and
incorporated herein by reference.
4.02 By-laws of the registrant, as amended through October 15,
1993. Included as Exhibit 4.02 to the registrant's Regi-
stration Statement on Form S-3 (File No. 33-64980) and
incorporated herein by reference.
4.03(a) Revolving Credit Loan Agreement dated January 31, 1995
among TII International, Inc. ("International"), the regi-
strant and Chemical Bank (the "Bank"). Included as Exhibit
4.1(a) to the registrant's Current Report on Form 8-K dated
January 31, 1995(date of earliest event reported) (File No.
1-8048).
4.03(b) First Amendment dated as of August 3, 1995 to the Revolving
Credit Agreement among International, the registrant and
the Bank. Included as Exhibit 4(a)(1)(B) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995 (File No. 1-8048).
*5.0 Opinion and consent of Leonard W. Suroff, Esq., counsel to
the registrant, as to the legality of the Common Stock
being offered.
*23.01 Consent of Arthur Andersen LLP.
*23.02 Consent of Leonard W. Suroff, Esq. (contained in Exhibit
5.01).
*24.01 Powers of Attorney of certain officers and directors of the
registrant.
99.01 Registrant's 1986 Stock Option Plan. Included as Exhibit
10(a)(2)(ii) to the Company's Annual Report on Form 10-K
for the fiscal year ended June 24, 1994 (File No. 1-8048),
and incorporated herein by reference.
- --------------
* Filed herewith.
<PAGE>
Exhibit 5.01
December 11, 1995
TII Industries, Inc.
1385 Akron Street
Copiague, New York
Gentlemen:
I have acted as counsel to TII Industries, Inc. (the "registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
an additional 750,000 shares of Common Stock, par value $.01 per share, of the
registrant (the "additional shares"), subject to the registrant's 1986 Stock
Option Plan (the "Plan").
In connection with the foregoing, I have examined, among other things,
the Registration Statement and originals or copies, satisfactory to me, of all
such corporate records and of all such agreements, certificates and other
documents as I have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity with the original documents of documents submitted to me as
copies. As to any facts material to such opinion, I have, to the extent that
relevant facts were not independently established by me, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the registrant.
Based upon and subject to the foregoing, I am of the opinion that the
additional shares to be issued pursuant to the exercise of options granted or to
be granted under the Plan will be, when issued pursuant to the provisions of the
Plan, validly issued, fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Leonard W. Suroff, Esq.
Leonard W. Suroff, Esq.
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 27, 1995,
included in TII Industries, Inc. Form 10-K for the year ended June 30, 1995, and
to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP.
San Juan, Puerto Rico,
December 8, 1995.
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ Alfred J. Roach
-------------------
ALFRED J. ROACH
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ Timothy J. Roach
--------------------
TIMOTHY J. ROACH
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ Dorothy Roach
-----------------
DOROTHY ROACH
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ William G. Sharwell
-----------------------
WILLIAM G. SHARWELL
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ James R. Grover, Jr.
------------------------
JAMES R. GROVER, JR.
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ C. Bruce Barksdale
----------------------
C. BRUCE BARKSDALE
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ Joseph C. Hogan
-------------------
JOSEPH C. HOGAN
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ Timothy R. Graham
---------------------
TIMOTHY R. GRAHAM
<PAGE>
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Alfred J. Roach, Timothy J. Roach and Virginia M. Hall
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
(the "Registration Statement") covering 750,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of TII Industries, Inc. (the "Company")
which may be issued by the Company in connection with the Company's 1986 Stock
Option Plan and any and all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all that the
undersigned's said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
November 30, 1995
/s/ William J. Rouhana, Jr.
---------------------------
WILLIAM J. ROUHANA, JR.
