SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TII Industries, Inc.
(Name of issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
872479 20 9
(CUSIP Number)
Timothy J. Roach
c/o TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
(Name, address and telephone number of person authorized to receive notices and
communications)
September 27, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 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 statement . (A fee is
not required only if the reporting person: (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 15 Pages<PAGE>
CUSIP No. 872479 20 9 Page 2 of 15 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: 501,253
Response to Question 8: 0
Response to Question 9: 501,253
Response to Question 10: 0
Response to Question 11: 501,253
Response to Question 12: N/A
Response to Question 13: 7.5%
Response to Question 14: IN<PAGE>
CUSIP No. 872479 20 9 Page 3 of 15 Pages
INTRODUCTION
This amendment to the Schedule 13D (the "Statement") is being filed by
Timothy J. Roach. This Statement reflects (except for previously filed paper
exhibits) the entire text of the Schedule 13D but omits information no longer
applicable and reflects transactions after the Original Schedule 13D even if not
required to be reported on this or previously filed amendments.
I n April 1994, TII Industries, Inc. a Delaware corporation (the
"Company"), the issuer of the security to which this Statement pertains effected
a 1 for 2 1/2 reverse stock split of the Company's Common Stock and Class B
Stock. All disclosures in this Statement regarding stock ownership and per
share price amounts reflect post-split numbers.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $.01 par value per share
("Common Stock"), of Company. The principal executive offices of the Company
are located at 1385 Akron Street, Copiague, New York 11726.
Item 2. Identity and Background.
(a) This Statement is being filed by Timothy J. Roach.
(b) The business address of Mr. Roach is c/o TII Industries, Inc.,
1385 Akron Street, Copiague, New York 11726.
(c) The principal occupation or employment of Mr. Roach is
President, Chief Executive Officer and Vice Chairman of the
Board. Mr. Roach is also a director of the Company.
The Company is a leading supplier to United States telephone
operating companies of overvoltage surge protectors.
(d) During the last five years, Mr. Roach has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Roach has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is to subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Roach is a citizen of the United States.<PAGE>
CUSIP No. 872479 20 9 Page 4 of 15 Pages
Item 3. Source and Amount of Funds or Other Consideration.
(a) In the original Schedule 13D, dated December 7, 1988
("Original 13D"), Mr. Roach reported that he had expended a
total of $62,753.50 from personal funds to purchase 10,000
shares of Common Stock.
(b) In Amendment No. 1 to the Original 13D, dated August 20, 1992
("Amendment No. 1"), Mr. Roach reported that on December 3,
1991 he expended from personal funds $9,000 upon the exercise
of options to purchase an aggregate of 2,880 shares of Common
Stock under the Company's 1986 Stock Option Plan.
(c) In Amendment No. 1, Mr. Roach also reported that he had
expended $250,000 from personal funds for the purchase of
2,500 shares of the Company's Series B Cumulative 10%
Preferred Stock (the "Series B Preferred Stock"). Effective
August 7, 1992, the Company completed a private placement (the
"Private Placement") of 2,200,000 shares of Common Stock and
warrants (the "Warrants") to purchase a like number of shares
of Common Stock. Included in such shares and Warrants was the
issuance to Timothy J. Roach of 100,000 shares and Warrants to
purchase a like number of shares of Common Stock in exchange
for 2,500 shares of the Series B Preferred Stock.
(d) In Amendment No. 2 to the Original 13D, dated March 30, 1995
("Amendment No. 2"), Mr. Roach reported that he expended from
personal funds $9,000 upon the exercise of an option to
purchase an aggregate of 3,200 shares of Common Stock under
the Company's 1986 Stock Option Plan.
(e) On August 1, 1995, Mr. Roach exercised his Warrants, paid the
exercise price thereunder of $500,000 with personal funds and
received 100,000 shares of Common Stock upon said exercise.
(f) On September 27, 1995 the 27,680; 2,240; and 968 shares of
Class B Stock owned by Mr. Roach individually and as custodian
for his children and by his wife were converted into an equal
number of shares of Common Stock. The Class B Stock had been
issued to them in exchange for an equal number of shares of
Common Stock in January 1987 in an Exchange Offer by the
Company.
Item 4. Purpose of Transaction.
The securities of the Company held by Mr. Roach were acquired and are
being held, as an investment. Mr. Roach has no present plans or proposals which
relate to or would result in: (a) the acquisition or disposition by any person
of additional securities of the Company (although Mr. Roach retains the right,
which he may exercise at any time or from time to time, in his discretion, to
exercise the stock options owned by him and to purchase or sell equity
securities of the Company owned by him in open market or in privately negotiated
transactions as circumstances warrant), (b) an <PAGE>
CUSIP No. 872479 20 9 Page 5 of 15 Pages
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) any change, in the present board of directors or management of
the Company, 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) any
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 securities exchange or cease being authorized to be quoted in an inter-
dealer quotation system of a registered national securities association, (i) a
class of equity securities of the Company 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 Security of the Issuer.
(a) & (b) The following table sets forth the separate beneficial
ownership (and information concerning voting and dispositive power) of Timothy
J. Roach as of September 30, 1995:
Number of Percent
Name Shares(1) of Class(2)
Timothy J. Roach 501,253(3) 7.5%
____________________
(1) Timothy J. Roach has sole voting and dispositive power with respect to the
shares owned by him, except for 968 shares owned by Mr. Roach's wife (who
has sole voting and dispositive power with respect to such shares and as
to which Mr. Roach disclaims beneficial ownership).
(2) Percent of Class assumes the issuance of the Common Stock upon the
exercise of options (to the extent exercisable on or within 60 days after
September 30, 1995) deemed beneficially owned by Mr. Roach but by no other
person or entity.
(3) Includes (a) 436,045 outstanding shares owned by Mr. Roach, (b) 2,000
outstanding shares owned by Mr. Roach as trustee for his children, (c) 968
shares owned by Mr. Roach's wife (who has sole voting and dispositive
power with respect to such shares and as to which Mr. Roach disclaims
beneficial ownership), (d) 2,240 shares owned by Mr. Roach as custodian
for his children, and (e) 60,000 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 September 30, 1995.
(c) (i) In the Original 13D, Mr. Roach reported that he acquired
10,000 shares of Common Stock on December 1, 1988 for
$62,753.50 in an open market purchase.
(ii) In Amendment No. 1 Mr. Roach reported that:<PAGE>
CUSIP No. 872479 20 9 Page 6 of 15 Pages
(A) On December 3, 1991, Mr. Roach purchased 2,880 shares of
Common Stock underlying an option previously granted to him
under the Company's 1986 Stock Option Plan at an exercise
price of $3.125 per share.
(B) Effective August 7, 1992, Mr. Roach, in the Private Placement,
exchanged 5,000 shares of the Company's Series B preferred
Stock, acquired by him from the Company on February 3, 1992
for $250,000 for 100,000 shares of Common Stock and Warrants
entitling him to purchase 100,000 shares of Common Stock until
August 6, 1995 at an exercise price of $5.00 per share.
(iii) In Amendment No. 2 Mr. Roach reported that:
(A) On February 5, 1993 he purchased 3,200 shares of Common Stock
underlying an option previously granted to him under the
Company's 1986 Stock Option Plan at an exercise price of
$3.125 per share.
(B) On September 14, 1994 he was granted on 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 exercisable, on a cumulative basis, as to
20,000 shares on each of September 14, 1996, September 14,
1997, September 14, 1998 and September 14, 1999.
(iv) In addition to the transactions described above:
(A) On May 15, 1995, Mr. Roach was granted an option to purchase
up to 100,000 shares of Common Stock under the Company's 1986
Stock Option Plan, at an exercise price of $5.125 per share,
which option is exercisable, on a cumulative basis, as to
20,000 shares on each of May 15, 1996, May 15, 1997, May 15,
1998, May 15, 1999 and May 15, 2000 and expires on May 14,
2005.
(B) On September 27, 1995, in accordance with the provisions of
the Company's Restated Certificate of Incorporation, as
amended, the 27,680; 968; and 2,240 shares of the Company's
Class B Stock (having generally 10 votes per share owned by
Mr. Roach directly, Mr. Roach's wife and Mr. Roach as
custodian for his children, respectively) were converted into
an equal number of shares of the Company's Common Stock
(having 1 vote per share).
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares owned by Mr. Roach.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
Mr. Roach holds options, granted under the Company's 1986 Stock Option
Plan, to purchase (i) 40,000 shares of Common Stock at an exercise price of
$3.125 per share, which option is presently exercisable in full and expires on
January 8, 2002, (ii) 100,000 shares of Common Stock at an exercise
CUSIP No. 872479 20 9 Page 7 of 15 Pages
price of $4.625 per share, which option is exercisable, on a cumulative basis,
on September 14, 1995, September 14, 1996, September 14, 1997, September 14,
1998 and September 14, 1999 and expires on September 13, 2004 and (iii) 100,000
shares of Common Stock at an exercise price of $5.125 per share, which option is
exercisable, on a cumulative basis as to 20,000 shares on each of May 15, 1996,
May 15, 1997, May 15, 1998, May 15, 1999 and May 15, 2000 and expires on May 14,
2005.
The foregoing summaries of agreements are qualified in their entirety by
reference to the exhibits to this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The following are exhibits to this Statement:
1(a). Stock Option Agreement, dated December 24, 1991, between the Company
and Timothy J. Roach. (Filed as Exhibit 4(a) to Amendment No. 1).
1(b). Stock Option Agreement, dated January 9, 1992, between the Company
and Timothy J. Roach. (Filed as Exhibit 4(b) to Amendment No. 1).
1(c). Stock Option Agreement, dated September 14, 1994, between the
Company and Timothy J. Roach. (Filed as Exhibit 1(c) to Amendment No. 2).
1(d). Stock Option Agreement, dated May 15, 1995, between the Company and
Timothy J. Roach.*
- -------------------------
* Filed herewith<PAGE>
CUSIP No. 872479 20 9 Page 8 of 15 Pages
Signatures
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: October 2, 1995
/s/ Timothy J. Roach
Timothy J. Roach<PAGE>
CUSIP No. 872479 20 9 Page 9 of 15 Pages
Exhibit 1(c)
TII INDUSTRIES, INC.
1986 STOCK OPTION AGREEMENT
OPTION AGREEMENT made this 15th day of May, 1995,
between TII Industries, Inc. ("Company"), and Timothy J. Roach
residing at 1 Piper Lane, Head of the Harbor, NY 11780 ("Optionee").
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") administered by a committee (the "Committee") of the
Company:
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 ("the 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 option" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended 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 $5.125 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.
Payment shall be made in cash, check or in shares of Common Stock in
the manner prescribed in Section 10 hereof.<PAGE>
CUSIP No. 872479 20 9 Page 10 of 15 Pages
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 hereunder;
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 one fifth of the total
number of shares originally subject to this Option (such numbers
being subject to adjustment as provided in Section 9 hereof) 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 subsequent period during
the term of the Option.
Except as provided in Sections 6 and 7 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 subsidiaries. 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 directors of the Company who are
not employees of the Company or any of its subsidiaries.
4. Outstanding Options. Any Option which is an
incentive stock option may not be exercised while there is
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 Section
425(e) and (f) of the Code), or any predecessor corporation of any<PAGE>
CUSIP No. 872479 20 9 Page 11 of 15 Pages
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 lifetime of
the Optionee only by the Optionee, 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 similar
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 render the option null and void and without
effect.
6. Employment. Nothing in the Option shall confer
upon the Optionee the right to continue in the employment of the
Company or a parent or subsidiary of the Company or affect the right
of the Company or parent or subsidiary 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 (within the meaning of Section
22(e)(3) of the Code), 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); provided, however, that in
the event of exercise after termination of employment, but in no
event may the Option be exercised after the date on which the Option
would have expired and during such period as the Option may be
e x ercised, the Option may only be exercised to the extent
exercisable at the date of termination of employment. If the holder
of an Option ceases to be employed by reason of such disability or
retires with the consent of the Company, the Option shall terminate
one (1) year after the date of disability and not later than three
(3) months after the date of retirement (as determined by the<PAGE>
CUSIP No. 872479 20 9 Page 12 of 15 Pages
Committee) but in no event may the Option be exercised after the
date on which the Option would have expired (except for termination
of employment) and, during such period as the Option may be
exercised, the Option may only be exercised to the extent
exercisable at the date of termination of employment.
7. Death of Optionee. If the Optionee shall die
while in the employ of the Company, or any parent or subsidiary of
the Company, the estate, personal representative or beneficiary
shall have the right to exercise the Option at any time within one
(1) year after the date of the Optionee's death to exercise the
portions of the Option which were exercisable by the Optionee at the
time of the Optionee's death, but in no event may the Option be
exercised after the date on which the Option would have (except for
termination of employment) expired.
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 and exercise price
per share which may be purchased under the Option and the number of
shares that may be purchased in any period under Section 3 hereof.
In the case of a merger, sale of assets or similar transaction which
results in a replacement of the Company's shares of Common Stock
with stock of another corporation, the Company will make a
reasonable effort, but shall not be required, to replace any
outstanding options with comparable 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.<PAGE>
CUSIP No. 872479 20 9 Page 13 of 15 Pages
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 1385 Akron Street,
Copiague, New York 11726 (Attention: Assistant 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 (valued
at the fair market value on the date of exercise of the Option) 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 payment have been
received.
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 the
Optionee upon the due exercise of the Option; provided, however that
an Optionee using existing shares of Common Stock in payment of the
Option exercise price (pursuant to Section 10) shall continue to
have the rights of a stockholder with respect to such existing
shares of Common Stock until replacement shares are issued to the
Optionee.
In the event the Option shall be exercised by any person
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.<PAGE>
CUSIP No. 872479 20 9 Page 14 of 15 Pages
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 Company in connection
therewith.
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, 1385 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 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.
14. Incorporation of Plan. Notwithstanding the terms
and conditions herein, the Option 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.<PAGE>
CUSIP No. 872479 20 9 Page 15 of 15 Pages
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
Timothy J. Roach
Title: President
Optionee:
/s/Timothy J. Roach
Timothy J. Roach<PAGE>
