SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TII Industries, Inc.
(Name of issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
872479 20 9
(CUSIP Number)
Leonard W. Suroff
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)
June 1, 1993
(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 7 Pages<PAGE>
CUSIP No. 872479 20 9 Page 2 of 7 Pages
Response to Question 1: Leonard W. Suroff
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: 130,000
Response to Question 8: 0
Response to Question 9: 130,000
Response to Question 10: 0
Response to Question 11: 130,000
Response to Question 12: N/A
Response to Question 13: 3.4%
Response to Question 14: IN<PAGE>
CUSIP No. 872479 20 9 Page 3 of 7 Pages
This amendment to the Schedule 13D (the "Statement") is being filed by
Leonard W. Suroff to reflect that he ceased to be the beneficial owner of more
than 5% of the Company's Common Stock on June 1, 1993. This statement restates
(except for previously filed paper exhibits) the entire text of the Schedule
13D. Except as stated below, the disclosure in this Statement regarding Mr.
Suroff's ownership of the securities of TII Industries, Inc., a Delaware
corporation (the "Company"), speaks as of June 1, 1993, the date Mr. Suroff
ceased to be the beneficial owner of more than 5% of the Company's Common
Stock.
In April the Company 1994 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 disclosure in this Statement regarding
stock ownership and per share 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 the 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 Leonard W. Suroff.
(b) The business address of Mr. Suroff is c/o TII Industries, Inc., 1385 Akron
Street, Copiague, New York 11726.
(c) Mr. Suroff is an attorney admitted to practice in the State of New York.
Mr. Suroff is employed as counsel by the Company and also by American
Biogenetic Sciences, Inc ("ABS").
The Company is a leading supplier to the United States telephone operating
companies of overvoltage surge protectors.
ABS conducts research and development of therapeutic and diagnostic
products in the area of blood coagulation and human cancer.
The Company's principal executive offices are located at 1385 Akron
Street, Copiague, New York 11726.
ABS's principal executive offices are presently located at 1539 North
Ironwood Drive, South Bend, Indiana 46635.
(d) During the last five years Mr. Suroff has not been convicted in a criminal
proceeding<PAGE>
CUSIP No. 872479 20 9 Page 4 of 7 Pages
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Suroff 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 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. Suroff is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In the original Schedule 13D, dated October 31, 1992 ("Original 13D"), Mr.
Suroff reported that he had expended $250,000 of his 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 Mr.
Suroff of 100,000 shares and Warrants to purchase a like number of shares of
Common Stock in exchange for the 2,500 shares of the Series B Preferred Stock.
The Warrants entitled the holders thereof to purchase Common Stock until August
6, 1995 at an exercise price of $5.00 per share of Common Stock.
Item 4. Purpose of Transaction.
The securities of the Company held by Mr. Suroff were acquired and are
being held, as an investment. Mr. Suroff 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. Suroff 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 or to purchase or sell
equity securities of the Company in open market or in privately negotiated
transactions as circumstances warrant), (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, (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.
<PAGE>
CUSIP No. 872479 20 9 Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) & (b) The following table sets forth the beneficial ownership and
information concerning voting and dispositive power of Leonard W.
Suroff. The disclosure speaks as of June 1, 1993, the date Mr.
Suroff ceased to be the beneficial owner of more than 5% of the
Company's Common Stock:
Number of Period of
Name Shares(1) Class (2)
Leonard W. 130,000(3) 3.4%(4)
Suroff
(1) Mr. Suroff has sole voting and dispositive power with respect
to the shares owned by him.
(2) Percent of Class assumes the issuance of Common Stock upon the
exercise of options (to the extent exercisable on or within 60
days of June 1, 1993) deemed beneficially owned by Mr. Suroff
but by no other person or entity.
(3) Includes (a) 60,000 outstanding shares and 60,000 shares
issuable upon exercise of Warrants which were exercisable in
full on June 1, 1993; and (b) 10,000 shares issuable upon the
exercise of the portion of options held under the Company's
1986 Stock Option Plan which were exercisable on or within 60
days of June 1, 1993.
(c) (i) In the Original 13D, Mr. Suroff reported that effective August 7,
1992, the Company completed the Private Placement of, among other
securities, 2,200,000 shares of Common Stock and Warrants. Included
in such Common Stock and Warrants was the issuance to Mr. Suroff of
100,000 shares of Common Stock and Warrants to purchase a like
number of shares of Common Stock in exchange for 2,500 shares of
Series B Preferred Stock. The 2,500 shares of the Company's Series
B Preferred Stock had been acquired by Mr. Suroff from the Company
in a private placement on February 23, 1992 for $250,000.
(ii) On June 1, 1993, Mr. Suroff transferred 40,000 shares of Common
Stock and Warrants to purchase 40,000 shares of Common Stock to an
adult son. Mr. Suroff received no consideration for this transfer.
While Mr. Suroff's adult son lives in the same house as Mr. Suroff,
Mr. Suroff does not have the power to direct the voting
CUSIP No. 872479 20 9 Page 6 of 7 Pages
or disposition of his adult son's securities. Accordingly, Mr.
Suroff disclaims beneficial ownership of all securities owned by his
son. Since the time of the transfer, Mr. Suroff has not been a
beneficial owner of more than 5% of the Company's Common Stock.
(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. Suroff.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As of June 1, 1993, Mr. Suroff held an option, granted under the Company's
1986 Stock Option Plan on January 9, 1992, to purchase 20,000 shares of Common
Stock at an exercise price of $3.125 per share which option was exercisable as
to 5,000 shares, on a cumulative basis, on each of January 9, 1993, July 9,
1993, January 9, 1994 and July 9, 1994.
The foregoing summary of is qualified in its entirety by reference
to the exhibit to this Statement.
Item 7. Materials to be Filed as Exhibits.
1. Stock Option Agreement dated January 9, 1992 between the
Company and Leonard W. Suroff. Filed with the original 13D.<PAGE>
CUSIP No. 872479 20 9 Page 7 of 7 Pages
Signature
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: October 2, 1995
/s/ Leonard W. Suroff
Leonard W. Suroff<PAGE>
