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)
Alfred 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 26 Pages
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CUSIP No. 872479 10 0 Page 2 of 26 Pages
Response to Question 1: Alfred 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: 1,284,116
Response to Question 8: 0
Response to Question 9: 1,284,116
Response to Question 10: 0
Response to Question 11: 1,284,116
Response to Question 12: N/A
Response to Question 13: 26.0%
Response to Question 14: IN
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Cusip No. 872479 10 0 Page 3 of 26 Pages
INTRODUCTION
This amendment to the Schedule 13D is being filed by
Alfred 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 Family and the WinStar Investors
as of February 20, 1995.
Contemporaneous with the filing of this amendment to
the Schedule 13D of Alfred J. Roach, an amendment to the
Schedule 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 Alfred J. Roach in respect of
such Items.
Item 4. Purpose of Transaction.
Item 4 is amended in its entirety to read as follows:
The securities of the Company held by Alfred J. Roach
were acquired, and are being held, as an investment. Alfred J.
Roach does not have any present plans or proposals which relate
to or would result in: (a) the acquisition by any person of
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Cusip No. 872479 10 0 Page 4 of 26 Pages
additional securities of the Company or disposition of securi-
ties of the Company (although Alfred 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
Alfred J. Roach, the members of the Family are no longer deemed
to be, under applicable rules of the Securities and Exchange
Commission, 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 separate beneficial ownership (and
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Cusip No. 872479 10 0 Page 5 of 26 Pages
information concerning voting and dispositive power) of Alfred
J. Roach:
Number of Percent
Name Shares(1) of Class(2)
Alfred J. Roach (3) 1,284,116 26%
____________________
(1) Alfred 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, conversion of the Company's Series A Preferred
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
Alfred J. Roach but by no other person or entity.
(3) Includes (a) 358,840 outstanding shares, (b) 242,900 shares
issuable upon the conversion of Class B Stock, (c) 442,016
shares issuable upon the conversion of the Company's
Series A Preferred Stock, (d) 200,000 shares issuable upon
the exercise of Warrants, which are presently exercisable
in full, and (e) 40,360 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. Dorothy Roach, the spouse of
Alfred J. Roach, is the owner of (a) 3,440 outstanding
shares, (b) 48,304 shares issuable upon the conversion of
Class B Stock, and (c) 8,960 shares issuable upon the exer-
cise of options granted under the Company's 1986 Stock
Option Plan, which are presently exercisable in full.
Alfred J. Roach disclaims beneficial ownership of all such
securities.
(c) In addition to the transactions
reported in the Schedule 13D (dated August 20, 1992), on Septem-
ber 14, 1994, Alfred J. 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 $4.625 per share,
which option becomes exercisable, on a cumulative basis, as to
20,000 shares on each of September 14, 1995, September 14, 1996,
September 14, 1997, September 14, 1998 and September 14, 1999.
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Cusip No. 872479 10 0 Page 6 of 26 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company.
Item 6 is amended in its entirety to read as follows:
(a) Alfred J. Roach and Dorothy Roach own
242,900 and 48,304 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 issuances in the private
placement described in paragraph (d) below, the number of out-
standing 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 direc-
tors, with each share of Common Stock having one vote and each
share of Class B Stock having ten votes.
(b) On July 18, 1991, as an inducement to the
Company's then bank lenders to restructure the Company's
long-term bank loan, the Company entered into an Equipment Lease
(the "Equipment Lease") with PRC Leasing, Inc. ("PRC"), a corpo-
ration wholly-owned by Alfred J. Roach, pursuant to which the
Company leases from PRC certain equipment. The Equipment Lease,
as amended to date, provides for the leasing of such equipment
for a term expiring July 17, 1996 (subject to automatic exten-
sions until July 17, 1999 and July 17, 2001, unless cancelled by
either party upon notice prior to the then scheduled renewal
period) and rentals at the rate of $200,000 per year, payable at
the end of the present term and each renewal period. Rentals
had been payable in shares of the Company's Series A Preferred
Stock, valued at $100 per share, for the period through January
17, 1994 and thereafter in shares of Common Stock, valued at the
average market value thereof during the period for which rentals
are payable in Common Stock. However, during any time that
there is no restriction contained in any mortgage or other
indenture or loan agreement binding on the Company, accumulated
rentals are to be paid in cash and future rentals are to be paid
semi-annually in cash. On January 31, 1995 the Company entered
into a long-term bank loan with a new bank lender which allows
for such rentals to be paid in cash instead of Common Stock.
Accordingly, all accrued but unpaid rentals are expected to be
paid in cash. The Company believes that the rentals charged by
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Cusip No. 872479 10 0 Page 7 of 26 Pages
PRC are comparable to the rentals which would have been charged
by nonrelated leasing companies for similar equipment.
(c) Alfred J. Roach holds options, granted under
the Company's 1986 Stock Option Plan, to purchase 40,360 shares
of Common Stock at an exercise price of $2.50 per share, which
options are presently exercisable in full and which will expire
on November 13, 1999. Mr. Roach also holds an option to pur-
chase up to 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, 1995, September 14,
1996, September 14, 1997, September 14, 1998 and September 14,
1999 and which will expire on September 13, 2004.
(d) In August 1992, the Company completed a pri-
vate placement (the "Private Placement") of 2,200,000 shares of
Common 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 Alfred J. Roach of 200,000 shares of Common Stock
and Warrants to purchase a like number of shares of Common Stock
in exchange for 5,000 shares of the Company's Series B Preferred
Stock which he had purchased for $500,000 on February 25, 1992.
Also included in such Common Stock and Warrants was the issuance
to Timothy J. Roach and another employee of the Company of
100,000 and 100,000 shares of Common Stock and Warrants to pur-
chase a like number of shares of Common Stock in exchange for
2,500 and 2,500 shares of the Company's Series B Preferred Stock
which they had purchased for $250,000 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
(e)) 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
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Cusip No. 872479 10 0 Page 8 of 26 Pages
the Warrants) to be registered for sale, at the Company's cost
and expense, except for commissions and legal fees of the
holders.
(e) In connection with the Private Placement,
the Company entered into a Consulting Agreement dated June 2,
1992 (the "Consulting Agreement") with WinStar Services, Inc.
("Services") which became effective on August 7, 1992 with the
completion 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.
(f) In addition, the Family and the WinStar
Investors entered into the Voting Agreement. The Voting Agree-
ment was voluntarily terminated by the Reporting 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 November 14,
1989, between the Company and Alfred J. Roach.
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Cusip No. 872479 10 0 Page 9 of 26 Pages
1 (b). Stock Option Agreement, dated September 14,
1994, between the Company and Alfred J. Roach.*
2. Stock Option Agreement, dated November 14,
1989, between the Company and Dorothy Roach.
3. Certificate of Designations filed by the Com-
pany with the Secretary of the State of Delaware on July 9, 1991
with respect to the Company's Series A Preferred Stock.
4 (a). Equipment Lease, dated July 18, 1991, between
the Company and PRC Leasing, Inc.
4 (b). Amendment, dated July 18, 1992 to Equipment
Lease dated July 18, 1992 between the Company and PRC Leasing,
Inc. (Incorporated by reference to Exhibit 10(b)(67) to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 25, 1993).
4 (c). Second Amendment, dated February 25, 1993, to
the Equipment Lease between the Company and PRC Leasing, Inc.
(Incorporated by reference to Exhibit 10(b)(68) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 25,
1993).
4 (d). Restated Third Amendment to Equipment Lease
between the Company and PRC Leasing, Inc.*
5. Common Stock Purchase Warrant issued to Alfred
J. Roach on August 7, 1992.
6 (a). Voting Agreement, dated June 2, 1992, among the
Family and the WinStar Investors (other than Venture).
6 (b). Amendment, dated July 31, 1992, to the Voting
Agreement dated June 2, 1992 among the Family and the WinStar
Investors (including Venture).
6 (c). Agreement, dated as of February 20, 1995 to
terminate the Voting Agreement.
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Cusip No. 872479 10 0 Page 10 of 26 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: March 30, 1995
/s/ Alfred J. Roach__________
Alfred J. Roach
Cusip No. 872479 10 0 Page 11 of 26 Pages
Exhibit 1(b)
TII INDUSTRIES, INC.
1986 STOCK OPTION AGREEMENT
OPTION AGREEMENT made this 14th day of September,
1994, between TII Industries, Inc. ("Company"), and Alfred J.
Roach ("Optionee") residing at P. O. Box 433, Toa Alta, PR
00954.
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:
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 26 Pages
option" as defined in Section 422A of the Internal Revenue Code
of 1954, or any corresponding provisions of succeeding law (the
"Code").
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.
Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to ear-
lier 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 subject to the Option
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Cusip No. 872479 10 0 Page 13 of 26 Pages
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.
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
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Cusip No. 872479 10 0 Page 14 of 26 Pages
the Option, to the Optionee to purchase stock in the Company or
any corporation which is, at any time, a "parent" or a "subsid-
iary" of the Company (as such terms are defined in Section
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.
Non-transferability. The Option shall not be trans-
ferable otherwise than by will or the laws of descent and dis-
tribution, and the Option may be exercised during the lifetime
of the Optionee only by him, more particularly (but without lim-
iting 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.
Employment. The granting of the Option is in consid-
eration 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
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Cusip No. 872479 10 0 Page 15 of 26 Pages
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 han
three (3) months after the date of retirement (as determined by
the Committee).
Death of Optionee. If the Optionee shall die while in
the employ of the Company, his estate, personal representative
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
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Cusip No. 872479 10 0 Page 16 of 26 Pages
his death) at any time within one (1) year from the date of his
death.
Termination of Option. In the event of the institu-
tion 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.
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
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.
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Cusip No. 872479 10 0 Page 17 of 26 Pages
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 exer-
cising 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.
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
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Cusip No. 872479 10 0 Page 18 of 26 Pages
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.
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,
in the opinion of counsel for the Company, shall be applicable
thereto.
Representation of Optionee. The Optionee, if receiv-
ing 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.
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Cusip No. 872479 10 0 Page 19 of 26 Pages
Notices. Each notice relating to this Option Agree-
ment 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 prin-
cipal 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 persons 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.
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.
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
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Cusip No. 872479 10 0 Page 20 of 26 Pages
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/Alfred J. Roach
Cusip No. 872479 10 0 Page 21 of 26 Pages
Exhibit 4(d)
RESTATED THIRD AMENDMENT TO EQUIPMENT LEASE
THIRD AMENDMENT, dated as of December 14, 1993 (this
"Amendment"), to Equipment Lease dated July 18, 1991 (the
"Equipment Lease") between PRC Leasing, Inc., a corporation
organized and existing under the laws of the Commonwealth of
Puerto Rico (herein called "Lessor"), and TII Industries, Inc.,
a corporation organized and existing under the laws of the State
of Delaware and authorized to do business in Puerto Rico (herein
called "Lessee").
WHEREAS, Lessor and Lessee entered into an Equipment Lease
dated July 18, 1991, as amended by a First Amendment dated as of
July 18, 1992 and a Second Amendment dated as of February 25,
1993 and a Third Amendment dated as of December 14, 1993 (as
amended, the "Equipment Lease"), and
WHEREAS, the parties wish to restate the Third Amendment in
order to correct certain errors therein,
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein as set forth, the parties
agree hereto as follows:
Amendment to Equipment Lease. The Equipment Lease is
hereby amended as of the date hereof by deleting Section 4 in
its entirety and inserting the following new Section 4 in its
place:
<PAGE>
Cusip No. 872479 10 0 Page 22 of 26 Pages
4. Rents. Lessee shall pay as rent
for the leasing of the Equipment: (a) for
the period July 18, 1991 through July 17,
1992, the sum of $200,000 in two equal
installments of $100,000 each, the first pay-
able within 10 days of execution of this
Agreement and the second to be paid within
six months from that date through the issu-
ance and delivery to Lessor of certificates
evidencing shares of Lessee's Series A Cumu-
lative Convertible Redeemable Preferred
Stock, $1.00 par value per share (the "Pre-
ferred Stock"), valued at $100 per share; (b)
for the period July 18, 1992 through July 17,
1993, the sum of $200,000 payable in two
installments on July 18, 1992 and on
January 18, 1993 through the issuance and
delivery to Lessor of certificates evidencing
shares of the Preferred Stock, valued at $100
per share; (c) for the period July 18, 1993
through July 17, 1996, the sum of $600,000
payable (unless Lessee is able to make such
payments in cash as provided below) on
July 17, 1996 as follows: (i) rentals for
the period July 18, 1993 through January 17,
1994 shall be payable through the issuance
and delivery to Lessor of certificates evi-
dencing shares of the Preferred Stock, valued
at $100 per share, and (ii) rentals for the
period after January 17, 1994 shall be pay-
able through the issuance and delivery to
Lessor of certificates evidencing shares of
Lessee's Common Stock, $.01 par value per
share (the "Common Stock"), valued at the
"Average Market Price" of the Common Stock
during such period determined as provided
below; (d) if this Equipment Lease is renewed
thereafter for the period July 18, 1996
through July 17, 1999, the sum of $600,000
payable (unless Lessee is able to make such
payments in cash as provided below) on
July 17, 1999 through the issuance and deliv-
ery to Lessor of certificates evidencing
shares of the Common Stock valued at the
"Average Market Price" of the Common Stock
during such period determined as provided
below; and (e) if this Equipment Lease is
renewed thereafter for the period July 18,
1999 through July 17, 2001, the sum of
$400,000 payable (unless Lessee is able to
make such payments in cash as provided below)
on July 17, 2001 through the issuance and
delivery to Lessor of certificates evidencing
shares of the Common Stock valued at the
<PAGE>
Cusip No. 872479 10 0 Page 23 of 26 Pages
"Average Market Price" of the Common Stock
during such period determined as provided
below. Notwithstanding anything in the fore-
going to the contrary, during any time that
there is no restriction contained in any
mortgage or other indenture or loan agreement
binding on Lessee which would be breached by
Lessee's payment of rentals hereunder in cash
(a "Cash Rental Restriction"), such rentals
shall be paid in cash in semi-annual install-
ments of $100,000 commencing on the
January 17 or July 17 next following the date
the Cash Rental Restriction lapses (with all
accrued but unpaid amounts through the pre-
ceding January 17 or July 17, as the case may
be, being paid in cash on the date the Cash
Rental Restriction lapses). The rights,
preferences, designations, limitations, pow-
ers and privileges of the Preferred Stock
shall be as contained in Lessee's Certificate
of Designations establishing the Preferred
Stock, as same has been amended to eliminate
all dividends after December 25, 1992 and to
reduce the conversion price thereof into Com-
mon Stock from $4.50 per share to $2.50 per
share, a copy of which Lessor hereby acknowl-
edges receipt of, and to which amendments
Lessor consents and agrees. "Average Market
Price" for any period shall be determined by
adding the Market Prices (as defined below)
of the Common Stock for each day for which a
Market Price is available during such period
and dividing such total by the total number
of such days. "Market Price" with respect to
the Common Stock shall mean: (a) if actual
sales price information is available for such
security on its principal market, the
reported closing sales price regular way, as
reported by such market or on a consolidated
tape reflecting transactions in such market
on such day; or (b) if actual sales price
information is not so available, the average
between the then bid and asked prices on such
day for such security as quoted by one of the
market makers for such security selected by
Lessee in its sole discretion. Appropriate
adjustments shall be made for stock splits,
stock dividends, stock combinations, reclas-
sifications, recapitalizations, mergers, con-
solidations and the like. If at the date any
such payment is to be made there is no active
trading market for the Common Stock, the
amount due (if a Cash Rental Restriction
exists) shall be paid through the issuance
<PAGE>
Cusip No. 872479 10 0 Page 24 of 26 Pages
and delivery to Lessor of certificates evi-
dencing shares of the Preferred Stock, valued
at $100 per share.
Choice of Law. This Amendment shall be deemed to have been
executed and entered into in the Commonwealth of Puerto Rico and
shall be construed, enforced and performed in accordance with
the laws thereof.
Exclusion of Oral Statements. This Amendment contains all
of the agreements of the parties hereto with respect to the sub-
ject matter hereof. No oral or other statements, proposals or
other agreements with respect to the subject matter hereof shall
be binding on either of the parties hereto.
Agreement to Continue Equipment Lease as Amended. The
Equipment Lease, as amended hereby, shall remain and continue in
full force and effect after the date hereof.
PRC Leasing, Inc. TII Industries, Inc.
By: /s/Alfred J. Roach_______ By: /s/Timothy J. Roach_____
Alfred J. Roach Timothy J. Roach
President President
Cusip No. 872479 10 0 Page 25 of 26 Pages
Exhibit 6(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
<PAGE>
Cusip No. 872479 10 0 Page 26 of 26 Pages
WINSTAR SERVICES, INC.
By: /s/ William J. Rouhana, Jr. /s/ William J. Rouhana, Jr.
William J. Rouhana, Jr., WILLIAM J. ROUHANA, JR.
President
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
