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)
1994 NON-EMPLOYEE DIRECTOR 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 price fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 20,000 shares $5.75 (2) $ 115,000.00(2) $ 39.66
5,000 shares $8.125 (2) $ 40,625.00(2) $ 14.01
50,000 shares $8.4531(2) $ 422,655.00(2) $145.74
125,000 shares $8.0625(3) $1,007,812.50(3) $347.52
- --------------------------------------------------------------------------------
Total 200,000 shares $1,586,092.50 $546.93
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
1994 Non-Employee Director Stock Option Plan.
<PAGE>
(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.
(3) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(c), the average of the high and low
sales prices per share of the registrant's Common Stock on the Nasdaq
Stock Market National Market System on December 12, 1995.
<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 Certification 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. 33-11149), 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. Included as Exhibit
4.02 to Amendment No. 1 to the registrant's Registration
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 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).
*5.01 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 1994 Non-Employee Director Stock Option Plan (As
amended September 20, 1995, effective as of the date of
the Company's 1995 Annual Meeting of Stockholders, which
amendments were approved by Stockholders at the 1995 Annual
Meeting of Stockholders on December 6, 1995).
- --------------
* 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;
II-4
<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
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.01(a) Restated Certification 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. 33-11149), 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.
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<PAGE>
Exhibit
Number Description
- ------- -----------
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. Included as Exhibit
4.02 to Amendment No. 1 to the registrant's Registration
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 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).
*5.01 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 1994 Non-Employee Director Stock Option Plan (As
amended September 20, 1995, effective as of the date of
the Company's 1995 Annual Meeting of Stockholders, which
amendments were approved by Stockholders at the 1995 Annual
Meeting of Stockholders on December 6, 1995).
- --------------
* 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
200,000 shares of Common Stock, par value $.01 per share, of the registrant (the
"shares"), subject to the registrant's 1994 Non-Employee Director 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
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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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 200,000 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 1994
Non-Employee Director 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/ Willaim J. Rouhana, Jr.
-----------------------------
WILLIAM J. ROUHANA, JR.
Exhibit 99.01
TII INDUSTRIES, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(As amended September 20, 1995, effective as of the date of
the Company's
1995 Annual Meeting of Stockholders, which amendments
were approved by Stockholders at the 1995 Annual Meeting of
Stockholders on December 6, 1995)
1. PURPOSE OF THE PLAN
The purpose of this 1994 Non-Employee Director Stock Option Plan (the
"Plan") of TII Industries, Inc., a Delaware corporation (the "Company"), is to
make available shares of the Common Stock, par value $.01 per share, of the
Company (the "Common Stock") for purchase by Directors who are not common law
employees of the Company (the "Non-Employee Directors") and thus to attract and
retain the services of experienced and knowledgeable Non-Employee Directors for
the benefit of the Company and its stockholders and to provide additional
incentive for such Non-Employee Directors to continue to work for the best
interests of the Company and its stockholders through continuing ownership of
its Common Stock.
2. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Article 10, the total number of shares
of Common Stock for which options may be granted under the Plan shall be
200,000. Shares issued under the Plan may be either authorized but unissued
shares or shares which shall have been purchased or acquired by the Company for
this or any other purpose. Such shares are from time to time to be allotted for
option and sale to Non-Employee Directors in accordance with the Plan. In the
event any option granted under the Plan shall expire, be canceled or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject
thereto shall again be available for grant under the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board shall, subject to the express provisions of the
Plan, grant options pursuant to the terms of the Plan; shall have the power to
interpret the Plan, correct any defect, supply any omission or reconcile any
inconsistency in the Plan; prescribe, amend and rescind rules and regulations
relating to, but not inconsistent with, the Plan; determine the terms and
provisions of the respective option agreements (which need not be identical);
and make determinations necessary or advisable for the administration of the
Plan. The determination of the Board on the matters referred to in this Article
3 shall be conclusive. No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any options granted
hereunder.
<PAGE>
4. OPTION GRANTS
Each individual who is a Non-Employee Director immediately following
the conclusion of the Company's 1994 Annual Meeting of Stockholders at which
Directors are elected shall, effective as of such date, be granted an option to
purchase 5,000 shares of Common Stock. Each individual who subsequent thereto
becomes a Non-Employee Director shall, effective as of the date such person
becomes a Non-Employee Director, be granted an option to purchase 10,000 shares
of Common Stock (5,000 shares if such person becomes a Non-Employee Director
prior to the Company's 1995 Annual Meeting of Stockholders). In addition,
immediately following each annual meeting of stockholders at which Directors are
elected which is held subsequent to the Company's 1994 Annual Meeting of
Stockholders, each Non-Employee Director in office immediately following the
conclusion of such meeting (whether or not elected at such meeting) shall,
effective as of the date such meeting is held, be granted an option to purchase
10,000 shares of Common Stock; provided that an individual who becomes a
Non-Employee Director for the first time at such a meeting of stockholders shall
be granted only one option to purchase an aggregate of 10,000 shares of Common
Stock under this sentence and the preceding sentence. A Director who is an
employee of the Company who ceases such relationship but remains a Director
shall not be deemed to become a Non-Employee Director unless and until he or she
is serving as a Non-Employee Director immediately following the conclusion of
the next annual meeting of stockholders at which Directors are elected (whether
or not such person is elected as a Director at such meeting).
5. OPTION PRICE
The exercise price at which shares of the Common Stock may be
purchased pursuant to options granted under the Plan shall be 100% of the fair
market value of the Common Stock on the date an option is granted, but not less
than the par value of the Common Stock. The fair market value of the Common
Stock on any day shall be (a) if actual sales price information is generally
reported for the Common Stock on its principal market, the closing price,
regular way, of the Common Stock on such day (or last day of trade prior to such
day if not traded on such day) as reported by such market or on a consolidated
tape reflecting transactions on such market, (b) if actual sales price
information is not generally reported for the Common Stock on its principal
market, the mean between the highest bid and lowest asked prices for the Common
Stock on such day (or the last day quoted prior to such day if not quoted on
such day) as reported by on the National Association of Securities Dealers
(including under its OTC Bulletin Board Service), National Quotation Bureau
Incorporated or a similar organization, or (c) if neither of the above are
applicable, the mean between the then current highest independent bid and lowest
independent asked prices for the Common Stock, determined by the Board (the
determination of which shall be conclusive) on the basis of reasonable inquiry.
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<PAGE>
6. TERM OF EACH OPTION
The term of each option (including each option granted prior to the
Company's 1995 Annual Meeting of Stockholders) shall be ten years (the
"Scheduled Expiration Date"), subject to earlier termination as provided in the
Plan.
7. EXERCISE OF OPTIONS
(a) Subject to the provisions of Article 9, each option granted under
the Plan (including each option granted prior to the Company's 1995 Annual
Meeting of Stockholders) shall be fully exercisable at any time or times during
its term. A Non-Employee Director purchasing less than the number of shares
available to him or her in any period under the option may purchase any such
unpurchased shares in any subsequent period of the option term.
(b) The option shall not be exercisable at any time in an amount less
than 100 shares (or the remaining shares then covered by and purchasable under
the option if less than 100 shares). In no case may a fraction of a share be
exercised, purchased or issued under the Plan.
(c) The purchase price of the shares as to which an option shall be
exercised shall be paid in full in cash or by check at the time of exercise. In
addition, the Non-Employee Director shall pay to the Company in cash, upon
demand, the amount, if any, which the Company determines is necessary to satisfy
its obligation to withhold federal, state and local income and other taxes or
other amounts incurred by reason of the grant or exercise of the option.
(d) An option (or any part thereof), to the extent then exercisable,
shall be exercised by giving written notice to the Company at its principal
office (Attention: Vice President - Finance), specifying the number of shares of
Common Stock as to which such option is being exercised and accompanied by
payment in full of the aggregate exercise price therefor.
(e) A Non-Employee Director entitled to receive shares of Common
Stock upon the exercise of an option shall not have the rights of a stockholder
with respect to such shares of Common Stock until the date of issuance of a
stock certificate to him or her for such shares.
(f) Nothing in the Plan or in any option granted under the Plan shall
confer on any Non-Employee Director any right to continue as a director of the
Company.
8. NON-TRANSFERABILITY OF OPTIONS
No option granted under the Plan shall be transferable other than
by will or the laws of descent and distribution by the Non-Employee
Director or his or her legal representatives, and may be exercised during
the Non-Employee Director's lifetime only by him or her. Except to such extent,
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<PAGE>
options may not be assigned, transferred, pledged, hypothecated or disposed of
in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process.
9. TERMINATION OF SERVICES ON THE BOARD OF DIRECTORS
(a) In the event that a Non-Employee Director to whom an option
(including an option granted prior to the Company's 1995 Annual Meeting of
Stockholders) has been granted under the Plan shall cease to serve on the Board
for any reason (including as a result of not being re-elected to the Board),
other than by reason of his or her death or disability (as that term is defined
in paragraph (d) of this Article 9), such option may be exercised in whole or in
part by the Non-Employee Director, at any time within twelve months after such
cessation of service but not thereafter, and in no event after the Scheduled
Expiration Date; provided, however, that if his or her service on the Board
shall have been terminated for cause or if he or she resigns without the consent
of a majority of the remaining members of the Board, his or her options shall
terminate immediately.
(b) If a Non-Employee Director to whom an option has been granted
under the Plan shall cease to serve on the Board by reason of disability, the
option may be exercised in whole or in part by the Non-Employee Director to the
extent the option is exercisable at the date of his or her cessation from
service on the Board at any time within one year after such cessation of service
but not thereafter, and in no event after the Scheduled Expiration Date.
(c) If a Non-Employee Director to whom an option has been granted
under the Plan shall die while he or she is serving on the Board, such option
may be exercised in whole or in part by the legatee or legatees of such option
under the Non-Employee Director's last will, or by his or her personal
representatives or distributees, within one year after the date of his or her
death to the extent the option is exercisable on the date of his or her death,
but not thereafter, and in no event after the Scheduled Expiration Date.
(d) For the purpose of this Article 9, "disability" shall mean
permanent and total disability within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, as reasonably determined by the
Board. The Non-Employee Director as to whom such determination is being made
shall not participate in the Board's deliberation or vote in making such
determination.
10. ADJUSTMENT OF AND CHANGES IN COMMON STOCK
(a) In the event of any change in the outstanding Common Stock by
reason of a stock dividend, stock split, stock combination, recapitalization,
merger in which the Company is the surviving corporation, reorganization or the
like, the aggregate number and kind of shares subject to the Plan, the number
and kind of shares to be granted initially and annually, and the aggregate
number and kind of shares subject to each outstanding option and the exercise
price thereof shall be adjusted by the Board in a manner similar to the
antidilution adjustments made under the Company's employee stock option plans.
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<PAGE>
(b) In the event of (i) the liquidation or dissolution of the
Company, (ii) a merger or consolidation in which the Company is not the
surviving corporation, or (iii) any other capital reorganization in which more
than 50% of the shares of Common Stock of the Company are exchanged, outstanding
options shall terminate, unless other provision is made therefor in the
transaction (which provision shall be made in a manner similar as made for
options granted under the Company's employee stock option plans).
11. COMPLIANCE WITH SECURITIES LAWS
(a) It is a condition to the exercise of any option that either (i) a
Registration Statement under the Securities Act of 1933, as amended, or any
succeeding act (collectively, the "Securities Act"), with respect to its
underlying shares shall be effective and current at the time of exercise of the
option or (ii) in the opinion of counsel to the Company, there shall be an
exemption from registration under the Securities Act for the issuance of shares
of Common Stock upon such exercise. Nothing herein shall be construed as
requiring the Company to register shares subject to the Plan for issuance or for
resale.
(b) In connection with fulfilling the condition set forth in clause
(a)(ii) of this Article 11, the Company may require a Non-Employee Director, as
a condition to the exercise of an option, to execute and deliver to the Company
representations and warranties, in form and substance satisfactory to counsel to
the Company, that (i) the shares of Common Stock to be issued upon the exercise
of the option are being acquired by the Non-Employee Director for his or her own
account, for investment only and not with a view to the resale or distribution
thereof, all within the meaning of the Securities Act, and (ii) any subsequent
resale or distribution of shares of Common Stock by such Non-Employee Director
will be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the shares of Common Stock
being sold at the time of sale or (y) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption, the
Non-Employee Director shall, prior to any offer or sale or distri bution of such
shares of Common Stock, provide the Company with a favorable written opinion of
counsel, in form and substance satisfactory to counsel to the Company, as to the
applicability of such exemption to the proposed sale or distribution. The
Company may endorse such legend or legends upon the certificates for shares of
Common Stock issued upon exercise of an option under the Plan, and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares, as it determines, in its discretion, to be necessary or appropriate to
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act.
(c) The Company may also require, as a further condition to the
exercise of an option, in whole or in part, that the shares of Common Stock
underlying such option or the Plan be specifically listed on the securities
markets on which the Company's Common Stock is traded and be registered or
qualified under any applicable state securities laws, and that the consent or
approval of any governmental regulatory body, which the Company deems necessary
or desirable as a condition to the exercise of such option or the issue of
shares thereunder, shall have been effected or obtained free of any conditions
requiring the Company to qualify as a foreign corporation or to execute a
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<PAGE>
general consent to service of process in any jurisdiction wherein it has not
already done so and free of any other conditions not customarily imposed by a
securities exchange, law or governmental regulatory body in connection with such
listing, qualification, consent or approval.
12. AMENDMENT AND TERMINATION
The Board may amend, suspend or terminate the Plan or any portion
thereof at any time except that, to the extent required by Rule 16b-3 ("Rule
16b-3") promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act") or other applicable law: (a) no provision of the Plan relating to the
amount or exercise price of shares of Common Stock subject to options to be
granted under the Plan or the timing of grants may be amended more than once
every six months other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations under either statute (including successor
statutes and rules and regulations thereunder) and (b) the Board may not,
without the approval of the Company's stockholders within 12 months after the
date of adoption of any such amendment or amendments, make any alteration or
amendment thereof which (i) makes any change in the class of eligible
participants as determined in accordance with Articles 1 and 4 hereof; (ii)
increases the total number of shares of Common Stock for which options may be
granted under the Plan except as provided in Article 10 hereof; (iii) decreases
the option exercise price provided in Article 5 hereof except as provided in
Article 10 hereof; or (iv) materially increases the benefits accruing to
participants under the Plan within the meaning of Rule 16b-3. No amendment shall
adversely affect the rights under any then outstanding option without the
consent of the holder thereof.
13. STOCK OPTION CONTRACTS
Each option shall be evidenced by an appropriate contract which shall
be duly executed by the Company and the Non-Employee Director, and shall contain
such terms and conditions not inconsistent with the Plan as may be determined by
the Board.
14. DUTIES OF THE COMPANY
The Company shall, at all times during the term of each option,
reserve and keep available for issuance or delivery such number of shares of
Common Stock as will be sufficient to satisfy the requirements of all options at
the time outstanding, shall pay all original issue taxes with respect to the
issuance or delivery of shares pursuant to the exercise of such options and all
other fees and expenses necessarily incurred by the Company in connection
therewith.
15. EFFECTIVE PERIOD
The Plan shall become effective on September 14, 1994, the date of
its adoption by the Board of Directors; provided, however that if the Plan is
not approved within 12 months thereof by the favorable vote then required
for such action under the Delaware General Corporation Law at a
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<PAGE>
meeting to be held to consider such approval, the Plan and any options granted
under the Plan will be null and void and of no further effect. No options may be
granted under the Plan after September 13, 2004. Options outstanding on or prior
to such date shall, however, in all respects continue subject to the Plan. The
amendments to the Plan authorized by the Board on September 20, 1995 shall be
effective on the date of the Company's 1995 Annual Meeting of Stockholders,
provided it is approved by Stockholders at such meeting. If the amendments are
not approved, the Plan as it exists prior to such amendments shall continue in
full force and effect.
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