SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 26, 1998
Commission file number 1-8048
TII INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
State of incorporation: DELAWARE I.R.S. Employer Identification No. 66-0328885
1385 Akron Street, Copiague, New York 11726
(516) 789-5000
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Series D Junior Participating Preferred Stock
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock of the registrant outstanding as
of September 11, 1998 held by non-affiliates of the registrant was approximately
$19,073,000. While such market value excludes the market value of shares which
may be deemed beneficially owned by executive officers and directors, this
should not be construed as indicating that all such persons are affiliates.
The number of shares of the Common Stock of the registrant outstanding as of
September 11, 1998 was 7,667,269.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as follows:
Name Positions
---- ---------
Alfred J. Roach............ Chairman of the Board and Director
Timothy J. Roach........... President and Chief Executive Officer, Vice
Chairman of the Board and Director
George S. Katsarakes....... Executive Vice President and Chief Operating
Officer
C. Bruce Barksdale......... Senior Vice President and Director
Paul G. Sebetic............ Vice President - Finance and Chief Financial
Officer
Virginia M. Hall........... Vice President - Administration
Dare P. Johnston........... Vice President - Fiber Optic Operations
James A. Roach............. Vice President - Marketing and Sales
Dorothy Roach.............. Secretary and Director
James R. Grover, Jr. (1)... Director
Joseph C. Hogan (1)(2)..... Director
William G. Sharwell (1)(2). Director
- --------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee
Alfred J. Roach, 83, has served as Chairman of the Board of Directors
and a director of the Company and its predecessor from its founding in 1964, and
was Chief Executive Officer of the Company from the Company's founding until
January 1995. Since September 1983, Mr. Roach has also served as Chairman of the
Board of Directors of American Biogenetic Sciences, Inc. ("ABS"), a
biotechnology research company. Mr. Roach devotes a majority of his time to the
affairs of ABS.
Timothy J. Roach, 51, has served the Company in various capacities
since December 1973. He has been President of the Company since July 1980, Vice
Chairman of the Board since October 1993, Chief Executive Officer since January
1995 and a director since January 1978. Mr. Roach also served as Chief Operating
Officer of the Company from May 1987 until January 1998. Mr. Roach was a Captain
in the United States Air Force for four years prior to joining the Company and
is a graduate of Harvard University's Business School Program
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<PAGE>
for Management Development. Mr. Roach has also served as Treasurer, Secretary
and a director of ABS since September 1983. Mr. Roach devotes substantially all
of his time to the affairs of the Company.
George S. Katsarakes, 60, has been Executive Vice President and Chief
Operating Officer of the Company since January 1998. From January 1994 until he
joined the Company, Mr. Katsarakes held senior-level positions, most recently,
Executive Vice President, at Eagle Manufacturing Company, Inc., a manufacturer
of high-technology electrical wiring devices. From December 1978 until January
1994, Mr. Katsarakes held several general management and plant management
positions with Pratt & Whitney and Otis Elevator Company, subsidiaries of United
Technologies Corporation, a provider of a broad range of products to the
commercial and defense industries. Mr. Katsarakes holds an industrial/mechanical
engineering degree from Northeastern University and a Masters of Business
Administration degree from Harvard Business School.
C. Bruce Barksdale, 67, has been a Vice President of the Company since
August 1971, serving as Senior Vice President (responsible for customer and
product development) since October 1993, and a director of the Company since
1974. Mr. Barksdale holds a Bachelor of Science degree in Electrical Engineering
from the University of South Carolina.
Paul G. Sebetic, 34, has been Vice President-Finance and Chief
Financial Officer of the Company since October 1996. Mr. Sebetic joined the
Company in April 1996 as Corporate Controller. From November 1992 until joining
the Company, Mr. Sebetic held various financial management positions with V Band
Corporation, a telecommunications equipment manufacturer, serving as Controller
since August 1995. From February 1991 through August 1992, Mr. Sebetic was the
Financial Controller of the European operations of MacDermid Inc., a specialty
chemical manufacturer. Mr. Sebetic is a Certified Public Accountant and holds a
Masters of Business Administration in Finance from New York University.
Virginia M. Hall, 45, has served the Company in various capacities
since February 1976, serving as Vice President-Administration since December
1993 and Vice President-Contract Administration from September 1990 until
December 1993.
Dare P. Johnston, 57, has been Vice President - Fiber Optic Operations
since December 1993. Ms. Johnston joined the Company in September 1993 with the
Company's acquisition of Ditel, Inc., now named TII- Ditel, Inc. ("Ditel"), a
designer, manufacturer and supplier of fiber optic products. Prior to joining
the Company, Ms. Johnston served in various capacities with Ditel, since January
1989, serving as President since September 1990. Prior to joining Ditel, Ms.
Johnston was employed by NCNB National Bank of North Carolina since 1973, where
she served as Senior Vice President since October 1983. Ms. Johnston holds a
Bachelor of Arts degree in English from Duke University.
James A. Roach, 45, has served the Company in various capacities since
January 1982, serving as Vice President-Marketing and Sales since July 1987.
Dorothy Roach, 75, has been Secretary of the Company since 1971, served
as Treasurer of the Company from 1979 to December 1993 and, except for a brief
period, has been a director of the Company since 1964.
James R. Grover, Jr., 79, has been a director of the Company since
1978. Mr. Grover has been engaged in the private practice of law in the State of
New York since 1974 and has been General Counsel to the Company for more than
the past five years.
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<PAGE>
Dr. Joseph C. Hogan, 76, has been a director of the Company since
January 1974. Dr. Hogan served as Dean of the College of Engineering of the
University of Notre Dame from 1967 to 1981, following which he performed various
services for the University of Notre Dame until 1985, where he remains Dean
Emeritus. From 1985 until his retirement in 1987, Dr. Hogan was a Director of
Engineering Research and Resource Development at Georgia Institute of
Technology. He is past President of the American Society of Engineering
Education. Dr. Hogan is also a director of ABS.
William G. Sharwell, 76, has been as a director of the Company since
October 1995. Mr. Sharwell was President of Pace University in New York from
1984 until his retirement in 1990. He was Senior Vice President of American
Telephone & Telegraph Company (now AT&T Corporation) between 1976 and 1984, and
previously served as executive Vice President of Operations of New York
Telephone Company (now Bell Atlantic Corporation). Mr. Sharwell serves as an
independent general partner of Equitable Capital Partners, L.P. and Equitable
Capital Partners (Retirement Fund), L.P., registered investment companies under
the Investment Company Act of 1940. He is also a director of ABS.
Alfred J. Roach and Dorothy Roach are married. Timothy J. Roach is
their son and James R. Roach is their nephew. There are no other family
relationships among the Company's directors and executive officers.
The Company's Board of Directors presently consists of seven directors
divided into three classes. C. Bruce Barksdale, Dr. Joseph C. Hogan and William
G. Sharwell serve as Class I directors, James R. Grover, Jr. and Dorothy Roach
serve as Class II directors and Alfred J. Roach and Timothy J. Roach serve as
Class III directors. The term of office of Class I directors continues until the
Company's 1998 Annual Meeting of Stockholders, scheduled to be held in December
1998, the term of office of Class II directors continues until the next
succeeding annual meeting of stockholders and the term of office of Class III
directors continues until the second succeeding annual meeting of stockholders,
and, in each case, until their respective successors are elected and qualified.
At each annual meeting directors are chosen to succeed those in the class whose
term expires at that meeting.
Officers hold office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of Directors may be removed at any
time by the Board. See "Executive Compensation - Employment Agreements" in Item
11 of this Report for information concerning the Company's Employment Agreements
with Timothy J. Roach, George S. Katsarakes, Dare P. Johnston and James R.
Roach.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the Company's three fiscal years
ended June 26, 1998, information concerning the compensation paid by the Company
to Timothy J. Roach, who served as the Company's Chief Executive Officer during
all of fiscal 1998, and each of the four other most highly compensated persons
who were serving as executive officers of the Company at the end of fiscal 1998
(the "Named Executive Officers"):
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Award
------------------- ------
Name and Stock All Other
Principal Position Year Salary Bonus Options (#) Compensation
- ------------------ ---- ------ ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
Timothy J. Roach 1998 $243,654 $ -- 100,000 $7,877(1)
Chief Executive 1997 193,985 6,976 50,000 7,521
Officer 1996 171,618 -- -- 7,586
Alfred J. Roach 1998 150,000 200 (2) 60,000 --
Chairman of the Board 1997 150,000 200 (2) 50,000 --
1996 150,000 200 (2) -- --
Dare P. Johnston 1998 139,000 -- 25,000 --
Vice President - 1997 129,825 4,017 -- --
Fiber Optics 1996 120,779 -- 10,000 --
Operations
James A. Roach 1998 130,738 -- 25,000 --
Vice President - 1997 111,564 44,209 (3) -- --
Marketing and Sales 1996 106,440 24,347 (3) 10,000 --
George S. Katsarakes 1998 (4) 95,192 (4) 24,000 (4) 100,000 --
Executive Vice
President
</TABLE>
(1) Includes (i) $1,264, representing the dollar value to Mr. Roach of the
portion of the premium paid by the Company on split dollar life
insurance policy with respect to the deemed term life insurance portion
of the premiums and (ii) $6,613, representing the annual premium paid
by the Company on long-term disability insurance maintained by the
Company for the benefit of Mr. Roach.
(2) Required to be paid under Puerto Rico law.
(3) Commissions based on sales.
(4) Mr. Katsarakes joined the Company in January 1998. The bonus to Mr.
Katsarakes was paid as an inducement to him to join the Company.
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<PAGE>
Option Grants in Last Fiscal Year
The following table contains information concerning options granted
during the Company's fiscal year ended June 26, 1998 to the Named Executive
Officers:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation For
Underlying Granted to Exercise Option Term (2)
Options Employees in Price Per Expiration ----------------------------
Name Granted Fiscal Year (1) Share Date 5% 10%
- ---- ------------ --------------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Alfred J. Roach 60,000 7.3% $4.38 12/29/2007 $165,085 $418,357
Timothy J. Roach 100,000 12.1% $4.38 12/29/2007 $275,141 $697,262
Dare P. Johnston 25,000 3.0% $4.38 12/29/2007 $ 68,785 $174,316
James A. Roach 25,000 3.0% $4.38 12/29/2007 $ 68,785 $174,316
George S. Katsarakes 100,000 12.1% $5.88 1/20/2008 $369,476 $936,324
</TABLE>
(1) Each option was granted at an exercise price equal to the market
value of the Company's Common Stock on the date of grant and is exercisable
during a ten year term (subject to early termination in certain instances). The
options vest in five equal annual installments commencing one year after the
date of grant.
(2) These are hypothetical values using assumed compound growth rates
prescribed by the Securities and Exchange Commission and are not intended to
forecast possible future appreciation, if any, in the market price of the
Company's Common Stock.
Aggregate Option Exercises and Fiscal Year-End Option Value Table
The following table contains information with respect to (i) options
exercised by the Named Executive Officers during the Company's fiscal year ended
June 26, 1998 and (ii) the fiscal year-end value of unexercised options held by
such officers:
<TABLE>
<CAPTION>
Value of Unexercised
Number of In-the-Money Options
Unexercised Options Held at Fiscal
Held Fiscal Year- Year-End ($)
Shares Acquired Value End (#) (Exercisable/ (Exercisable/
Name on Exercise (#) Realized($)(1) Unexercisable) Unexercisable) (2)
- ---- ------------------- ---------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Alfred J. Roach -- $ -- 170,360/180,000 $93,968/$28,820
Timothy J. Roach 7,725 18,675 162,275/220,000 $56,106/ 41,340
Dare P. Johnston -- -- 36,000/ 39,000 756/ 8,329
James A. Roach 5,000 14,695 26,000/ 39,000 756/ 8,329
George S. Katsarakes -- -- --/100,000 -- / --
</TABLE>
(1) Represents the number of underlying shares of Common Stock multiplied
by the closing price per share of Common Stock on the date of exercise
of the option less the exercise price of the option.
(2) Represents the number of underlying shares of Common Stock multiplied
by the difference between the closing price of the Common Stock at
fiscal year-end and the option exercise price.
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<PAGE>
Remuneration of Directors
Non-employee directors receive a fee of $1,000 for each meeting of the
Board attended in person and members of Committees of the Board receive a fee of
$500 for meetings attended of the Committee of the Board on which such director
serves. Non-employee directors are also granted options to purchase 10,000
shares of the Company's Common Stock under the Company's 1994 Non-Employee
Director Stock Option Plan at the time such person becomes a non-employee
director and immediately following each annual meeting of stockholders at which
directors are elected. Each option granted is exercisable for period of ten
years (subject to earlier termination at specified times following a
non-employee director's cessation of service) at an exercise price equal to 100%
of the fair market value on the date of grant of the shares subject thereto.
Employment Agreements
The Company and Timothy J. Roach are parties to an Amended and Restated
Employment Agreement, effective as of August 1, 1997, pursuant to which Mr.
Roach is serving as the Company's President and Chief Executive Officer. The
Agreement replaced Mr. Roach's former Employment Agreement, which expired on
July 31, 1997. The Amended and Restated Employment Agreement provides for a
five-year term, presently ending July 31, 2003, with automatic one-year
extensions on each July 31 during the term unless either party gives notice of
termination at least 90 days prior to such July 31. Under the Agreement, Mr.
Roach is presently entitled to an annual salary of $250,000 per year, subject to
increases and bonuses at the discretion of the Board of Directors. In addition,
the Agreement requires the Company to provide Mr. Roach with an allowance, not
to exceed 20% of his then salary, to reimburse him for the cost of maintaining a
secondary residence in Puerto Rico, where the Company maintains its principal
manufacturing facilities. The Company also is to continue to maintain insurance
benefits provided Mr. Roach at levels and terms no less favorable than in effect
on August 1, 1997. Mr. Roach has agreed, among other things, not to disclose
confidential information of the Company and not to directly or indirectly
engage, during the term of the agreement and for two years thereafter, in any
activity which is competitive with the Company's business. In consideration for
such covenant, Mr. Roach is to receive, for each year during the two-year period
following termination of his employment, an amount equal to his highest salary
rate in effect at any time during the one-year period preceding the date of such
termination unless Mr. Roach's employment is terminated by reason of his death,
voluntary termination other than for "good reason" (in general, adverse changes
in his powers, duties, position or compensation or certain changes in the
location where his duties are to be performed), disability or for cause and he
is not capable of providing day-to-day services to a competitor. In the event of
termination of employment by reason of death or disability, Mr. Roach or his
beneficiary is entitled to receive a continuation of his compensation for a
period of one year and two years, respectively. In the event Mr. Roach
terminates his employment for "good reason," the Company will also be required
to pay him a sum equal to three times the amount of his highest annual salary
and highest bonus for the current or two preceding fiscal years, subject to
reduction as to any amount that would constitute a "parachute payment" under the
Internal Revenue Code of 1986, as amended, to the maximum amount that would not
constitute such a "parachute payment." In the event of the termination of Mr.
Roach's employment other than for cause, all outstanding stock options then held
by Mr. Roach shall fully vest.
George S. Katsarakes is a party to an Employment Agreement, dated
March 9, 1998, with the Company under which Mr. Katsarakes is serving as
Executive Vice President. The Agreement provides for a term expiring March 8,
2001. Under the Agreement, Mr. Katsarakes's salary is presently $225,000 and is
subject to review at the end of each year of employment. In the event of the
termination of Mr. Katsarakes's employment by the Company, other than for cause,
death, disability or by Mr. Katsarakes following a reduction in rank or
authority, Mr. Katsarakes will be entitled to receive all compensation that he
would have received for the
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<PAGE>
remaining term of his Agreement, but not less than one year's compensation, in a
lump sum, and all outstanding options held by Mr. Katsarakes shall fully vest
and be exercisable for the maximum time allowed for the exercise thereof under
the terms of the applicable stock option plan but not less than 90 days
following such termination. Mr. Katsarakes has agreed not to disclose
confidential information of the Company during or after his employment and that,
during the term of his employment and, for a period of two years thereafter, not
to directly or indirectly engage in certain activities which are competitive to
the Company.
Dare P. Johnston is a party to an Employment Agreement, dated September
23, 1993, with the Company's subsidiary, TII-Ditel Inc., under which Ms.
Johnston is to serve as President/General Manager of the Ditel Fiber Optic
Division of the Company. The Agreement, as amended, provides for a term expiring
April 30, 2000. Under the Agreement, Ms. Johnston's current annual salary is
$145,000 per annum, subject to review at the end of each year of employment,
with Ms. Johnston to receive a salary increase of up to 10% per year but not
less than the percentage increase of a consumer price index. In the event of the
termination of Ms. Johnston's employment by the Company other than for cause,
death, disability or by Ms. Johnston following a reduction in rank or authority,
Ms. Johnston will be entitled to receive all compensation that she would have
received for the remaining term of her Agreement, but not less than six months'
compensation, in a lump sum, and all outstanding options then held by Ms.
Johnston shall fully vest and be exercisable for the maximum time allowed for
the exercise thereof under the terms of the applicable stock option plan but not
less than 90 days following such termination. Ms. Johnston has agreed not to
disclose confidential information of the Company during or after her employment
and that, during the term of her employment and, for a period of two years
thereafter, not to directly or indirectly engage in certain activities which are
competitive to the Company.
James A. Roach is a party to an Employment Agreement, dated January 21,
1998, with the Company under which Mr. Roach is serving as Vice President-Sales.
The Agreement provides for a term expiring January 20, 2001. Under the
Agreement, Mr. Roach's salary is presently $131,700 and is subject to review at
the end of each year of employment. In addition, the Agreement requires the
Company to provide Mr. Roach with an allowance, not to exceed 20% of his then
salary to reimburse him for the cost of maintaining a secondary residence in
Puerto Rico, where the Company maintains its principal manufacturing facilities.
In the event of the termination of Mr. Roach 's employment by the Company, other
than for cause, death, disability or by Mr. Roach following a reduction in rank
or authority, Mr. Roach will be entitled to receive all compensation that he
would have received for the remaining term of his Agreement, but not less than
one year's compensation, in a lump sum, and all outstanding options held by Mr.
Roach shall fully vest and be exercisable for the maximum time allowed for the
exercise thereof under the terms of the applicable stock option plan but not
less than 90 days following such termination. Mr. Roach has agreed not to
disclose confidential information of the Company during or after his employment
and that, during the term of his employment and, for a period of two years
thereafter, not to directly or indirectly engage in certain activities which are
competitive to the Company.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information, as of September 30, 1997,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person (including any "group", as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) known by the Company to own more than 5% of
the outstanding shares of the Company's Common Stock; (ii) each director of the
Company; (iii) each Named Executive Officer; and (iv) all executive officers and
directors of the Company as a group. The Company understands that, except as
noted below, each beneficial owner has sole voting and investment power with
respect to all shares attributable to such owner.
Percent
Shares of
Beneficial Owner Owned Class (1)
- ---------------- ----- ---------
Alfred J. Roach 891,600 (2) 11.4%
Route 2-Kennedy
Avenue, Guaynabo,
Puerto Rico 00657
Dorothy Roach 60,704 (3) *
Route 2-Kennedy
Avenue, Guaynabo,
Puerto Rico 00657
Timothy J. Roach 681,013 (4) 8.7%
1385 Akron Street
Copiague, NY 11726
C. Bruce Barksdale 31,998 (5) *
James R. Grover, Jr. 38,600 (6) *
Joseph C. Hogan 44,330 (7) *
William G. Sharwell 45,000 (8) *
George S. Katsarakes 0 *
Dare P. Johnston 40,000 (9) *
James A. Roach 50,488 (10) *
All executive officers and 1,931,733 (11) 23.3 %
directors as a group
(12 persons)
- ----------------
(1) Asterisk indicates that the percentage is less than one percent.
Percent of Class assumes the issuance of the Common Stock issuable upon
the exercise of options (to the extent exercisable on or within 60
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<PAGE>
days after September 30, 1988) held by such person but (except for the
calculation of beneficial ownership by all executive officers and
directors as a group) by no other person or entity.
(2) Includes 180,360 shares subject to options held under the Company's
Stock Option Plans. Excludes the shares owned by Mr. Roach's wife,
Dorothy Roach, reflected below in this table, as to which shares Mr.
Roach disclaims beneficial ownership.
(3) Includes 8,960 shares subject to options held under the Company's Stock
Option Plans. Excludes the shares owned by Mrs. Roach's husband, Alfred
J. Roach, reflected above in this table, as to which shares Mrs. Roach
disclaims beneficial ownership.
(4) Includes 968 shares owned by Mr. Roach's wife (who has sole voting and
dispositive power with respect to the shares owned by her and as to
which Mr. Roach disclaims beneficial ownership) and 170,000 shares
subject to options held under the Company's Stock Option Plans.
(5) Includes 78 shares owned by Mr. Barksdale's children and 24,000 shares
subject to options held under the Company's Stock Option Plans.
(6) Includes 35,000 shares subject to options held under the Company's
Stock Option Plans.
(7) Includes 44,250 shares subject to options held under the Company's
Stock Option Plans.
(8) Includes 44,400 shares subject to options held under the Company's
Stock Option Plans.
(9) Represents 40,000 shares subject to options held under the Company's
Stock Option Plans.
(10) Includes 1,000 shares owned by Mr. Roach's wife (who has sole voting
and dispositive power with respect to the shares owned by her and as to
which Mr. Roach disclaims beneficial ownership) and 32,000 shares
subject to options held under the Company's Stock Option Plans.
(11) Includes 621,970 shares subject to options.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since fiscal 1982, the Company has leased equipment from PRC Leasing,
Inc. ("PRC"), a corporation wholly-owned by Alfred J. Roach, Chairman of the
Board of Directors and a director of the Company. On July 18, 1991, as an
inducement to the Company's then bank lenders to restructure the Company's
long-term bank loan, among other things, the Company acquired certain equipment
from PRC and replaced its leases with PRC for other equipment with a new lease
with PRC. The equipment lease (as subsequently amended, the "Equipment Lease")
has a term expiring July 17, 1999 (subject to an automatic extension until July
17, 2001, unless terminated by either party upon at least ninety days written
notice prior to the scheduled renewal period) and provides for rentals at the
rate of $200,000 per year. The Company believes that the rentals charged by PRC
are comparable to the rentals which would have been charged by unrelated leasing
companies for similar equipment.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's Common Stock, to timely file
initial statements of stock ownership and statements of changes of beneficial
ownership with the Securities and Exchange Commission and furnish copies of
those statements to the Company. Based solely on a review of the copies of the
statements furnished to the Company to date, or written representations that no
statements were required, the Company believes that all statements required to
be filed by such persons with respect to the Company's fiscal year ended June
26, 1998 were timely filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TII INDUSTRIES, INC.
(Registrant)
October 26, 1998 By: /s/ Paul G. Sebetic
----------------------------------
Paul G. Sebetic,
Vice President-Finance and
Chief Financial Officer
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