SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
TII Industries, Inc.
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(Name of issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
872479 20 9
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(CUSIP Number)
Timothy J. Roach
c/o TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
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(Name, address and telephone number of person authorized to receive
notices and communications)
December 8, 1998
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(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 [ ]
Page 1 of 9 Pages
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Page 2 of 9 Pages
CUSIP No. 872479 20 9
Response to Question 1: Timothy J. Roach
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 510,045
Response to Question 8: 0
Response to Question 9: 510,045
Response to Question 10: 0
Response to Question 11: 510,045
Response to Question 12: X
Response to Question 13: 6.1%
Response to Question 14: IN
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Page 3 of 9 Pages
CUSIP No. 872479 20 9
INTRODUCTION
This Amendment No. 4 to Schedule 13D is being filed by Timothy J. Roach. Mr.
Roach filed an original Schedule 13D dated December 7, 1998 (the "Original
13D"). The Original 13D was amended by Amendment No. 1 dated August 20, 1992
("Amendment No. 1"), Amendment No. 2 dated March 30, 1995 ("Amendment No. 2")
and Amendment No. 3 dated September 27, 1995 ("Amendment No. 3"). The Original
13D, as heretofore amended, is referred to as the "Existing 13D." Items 2, 3, 5
and 6 of the Existing 13D are amended to read in their entirety as follows:
Item 2. Identity and Background.
(a) This Statement is being filed by Timothy J. Roach.
(b) The business address of Mr. Roach is c/o TII Industries, Inc.,
1385 Akron Street, Copiague, New York 11726.
(c) The principal occupation or employment of Mr. Roach is
President, Chief Executive Officer and Vice Chairman of the
Board of TII Industries, Inc. (the "Company"). Mr. Roach is
also a director of the Company.
The Company is a leading supplier to United States telephone
operating companies ("Telcos") of overvoltage surge protectors.
The Company also supplies Telcos with network interface devices
(NIDs) which establish a separation point between Telco
property and subscriber property in response to Federal
Communication Commission and state public service commission
requirements.
(d) During the last five years, Mr. Roach has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Roach has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Roach is a citizen of the United States.
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Page 4 of 9 Pages
CUSIP No. 872479 20 9
Item 3. Source and Amount of Funds or Other Consideration.
(a) From 60 days prior to the date of filing the Original 13D until
the date of filing this Amendment No. 4, Mr. Roach has
purchased an aggregate of 190,080 shares of Common Stock for an
aggregate of $1,027,065. The funds for such purchases were
provided by his personal funds (including through the exercise
of options and warrants).
(b) On February 3, 1992, Mr. Roach also expended $250,000 from
personal funds for the purchase of 2,500 shares of the
Company's Series B Cumulative 10% Preferred Stock (the "Series
B Preferred Stock"). Effective August 7, 1992, the Company
completed a private placement (the "Private Placement") of
2,200,000 shares of Common Stock and warrants (the "Warrants")
to purchase a like number of shares of Common Stock. Included
in such shares and Warrants was the issuance to Timothy J.
Roach of 100,000 shares and Warrants to purchase a like number
of shares of Common Stock in exchange for the 2,500 shares of
(c) the Series B Preferred Stock.
On September 27, 1995, the 27,680 and 968 shares of Class B
Stock owned by Mr. Roach individually and by his wife were
converted into an equal number of shares of Common Stock. The
Class B Stock had been issued to them in exchange for an equal
number of shares of Common Stock in January 1987 in an Exchange
Offer by the Company.
Item 5. Interest in Security of the Issuer.
(a) & (b) The following table sets forth the separate
beneficial ownership (and information concerning voting and dispositive power)
of Timothy J. Roach as of March 8, 1999:
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Page 5 of 9 Pages
CUSIP No. 872479 20 9
Number of Percent
Name Shares (1) of Class (2)
- ---- ------ --------
Timothy J. Roach 510,045 (3) 6.1% (3)
(c)(i) In the Original 13D, Mr. Roach reported that he acquired 10,000
shares of Common Stock on December 1, 1988 for $62,753.50 in an
open market purchase.
(ii) In Amendment No. 1, Mr. Roach reported that:
(A) On December 3, 1991, he purchased 2,880 shares of
Common Stock underlying an option previously granted
to him under the Company's 1986 Stock Option Plan at
an exercise price of $3.125 per share. See paragraph
(c) (v)(D) below for information regarding the
restructuring of this option.
(B) Effective August 7, 1992, he exchanged, in the
Private Placement, 2,500 shares of the Company's
Series B Preferred Stock, acquired by him from the
Company on February 3, 1992 for $250,000, for 100,000
shares of Common Stock and Warrants entitling him to
purchase 100,000 shares of Common Stock until August
6, 1995 at an exercise price of $5.00 per share.
(iii) In Amendment No. 2, Mr. Roach reported that:
(A) On February 5, 1993, he purchased 3,200 shares of
Common Stock underlying an option previously granted
to him under the Company's 1986
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(1) Timothy J. Roach has sole voting and dispositive power with respect to
the shares owned by him. Includes 510,045 outstanding shares owned by Mr.
Roach. Excludes 968 shares owned by Mr. Roach's wife (who has sole voting
and dispositive power with respect to such shares and as to which Mr.
Roach disclaims beneficial ownership).
(2) Percent of Class is based on 8,375,132 shares of Common Stock actually
outstanding on March 8, 1999. As a result of the restructuring of options
occurring on October 8, 1998 and December 8, 1998 as described in
paragraphs (c)(v)(C) and (c)(v)(D) below, no options to acquire Common
Stock held by Mr. Roach are exercisable on or within 60 days of March 8,
1999.
(3) If Mr. Roach is also deemed the beneficial owner of the shares
beneficially owned by his wife, he would be deemed to beneficially own an
aggregate of 511,013 shares of Common Stock, or 6.1% of the Company's
outstanding shares.
<PAGE>
Page 6 of 9 Pages
CUSIP No. 872479 20 9
Stock Option Plan at an exercise price of $3.125 per
share. See paragraph (c) (v)(D) below for information
regarding the restructuring of this option.
(B) On September 14, 1994, he was granted an option to
purchase 100,000 shares of Common Stock under the
Company's 1986 Stock Option Plan at an exercise price
of $4.625 per share, which option became exercisable,
on a cumulative basis, as to 20,000 shares on each of
September 14, 1996, September 14, 1997, September 14,
1998 and September 14, 1999. See paragraph (c)(v)(D)
below for information regarding the restructuring of
this option.
(iv) In Amendment No. 3, Mr. Roach reported that:
(A) On May 15, 1995, he was granted an option to purchase
up to 100,000 shares of Common Stock under the
Company's 1986 Stock Option Plan, at an exercise
price of $5.125 per share, which option became
exercisable, on a cumulative basis, as to 20,000
shares on each of May 15, 1996, May 15, 1997, May 15,
1998, May 15, 1999 and May 15, 2000 and expires on
May 14, 2005. See paragraph (c)(v)(D) below for
information regarding the restructuring of this
option.
(B) On September 27, 1995, in accordance with the
provisions of the Company's Restated Certificate of
Incorporation, as amended, the 27,680; 968; and 2,240
shares of the Company's Class B Stock (having
generally 10 votes per share) owned by Mr. Roach
directly, Mr. Roach's wife and Mr. Roach as custodian
for his children, respectively, were converted into
an equal number of shares of the Company's Common
Stock (having 1 vote per share).
(v) In addition to the transactions previously reported by Mr.
Roach:
(A) On July 25, 1996, Mr. Roach was granted an option to
purchase up to 50,000 shares of Common Stock under
the Company's 1995 Stock Option Plan, at an exercise
price of $4.50 per share, which option became
exercisable, on a cumulative basis, as to 10,000
shares on each of July 25, 1997, July 25, 1998, July
25, 1999, July 25, 2000 and July 25, 2001. See
paragraph (c)(v)(C) below for information regarding
the restructuring of this option.
(B) On December 30, 1997, Mr. Roach was granted an option
to purchase up to 100,000 shares of Common Stock
under the Company's 1995 Stock Option Plan, at an
exercise price of $4.375 per share, which option
became exercisable, on a cumulative basis, as to
20,000 shares on each of December 30, 1998, December
30, 1999, December 30, 2000, December 30, 2001 and
<PAGE>
Page 7 of 9 Pages
CUSIP No. 872479 20 9
December 30, 2002. See paragraph (c)(v)(C) below for
information regarding the restructuring of this
option.
(C) On October 8, 1998, the Board of Directors of the
Company offered Mr. Roach the right (which Mr. Roach
accepted on that date) to modify his existing options
to purchase an aggregate of 150,000 shares of Common
Stock under the Company's 1995 Stock Option Plan by
reducing the exercise price on such options to $1.563
per share, providing a new ten year term which
extends until October 7, 2008 with such modified
options becoming exercisable in five equal annual
installments commencing October 8, 1999. Aside
therefrom the options continue to be governed under
the existing option contracts and the provisions of
the Company's 1995 Stock Option Plan, as amended.
(D) On December 8, 1998, the Board of Directors of the
Company offered Mr. Roach the right (which Mr. Roach
accepted on that date) to cancel his existing options
granted on January 9, 1992 (to purchase 30,000 shares
of Common Stock), September 14, 1994 (to purchase
100,000 shares of Common Stock) and May 15, 1995 (to
purchase 100,000 shares of Common Stock) under the
Company's 1986 Stock Option Plan and receive new
options to purchase an aggregate of 230,000 shares of
Common Stock under the Company's 1998 Stock Option
Plan. The new option has an exercise price of $2.313
per share, a term of ten years which extends until
December 7, 2008, and is exercisable, on a cumulative
basis, in five equal annual installments commencing
December 8, 1999. The new option is governed by the
Company's new 1998 Stock Option Plan instead of the
1986 Stock Option Plan which governed the then
existing options.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares owned by Mr. Roach.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
After giving effect to the modification of options described in
Item 5(c)(v)(C), Mr. Roach holds options, granted under the Company's 1995 Stock
Option Plan, to purchase 150,000 shares of Common Stock at an exercise price of
$1.563 per share, which options are exercisable, on a cumulative basis, as to
30,000 shares on each of October 8, 1999, October 8, 2000, October 8, 2001,
October 8, 2002 and October 8, 2003 and expire on October 7, 2008. After giving
effect to the cancellation of options and receipt of a replacement option
described in Item 5(c)(v)(D), Mr. Roach further holds an option granted under
the Company's 1998 Stock Option Plan to purchase 230,000
<PAGE>
Page 8 of 9 Pages
CUSIP No. 872479 20 9
shares of Common Stock at an exercise price of $2.313 per share, which option is
exercisable, on a cumulative basis as to 46,000 shares on each of December 8,
1999, December 8, 2000, December 8, 2001, December 8, 2002 and December 8, 2003
and expires on December 7, 2008.
The foregoing summaries of agreements are qualified in their entirety
by reference to the exhibits to this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The following are exhibits to this Statement:
1(a). Stock Option Agreement, dated December 24, 1991, between the
Company and Timothy J. Roach. (Filed as Exhibit 4(a) to Amendment No. 1).
1(b). Stock Option Agreement, dated January 9, 1992, between the Company
and Timothy J. Roach. (Filed as Exhibit 4(b) to Amendment No. 1).
1(c). Stock Option Agreement, dated September 14, 1994, between the
Company and Timothy J. Roach. (Filed as Exhibit 1(c) to Amendment No. 2).
1(d). Stock Option Agreement, dated May 15, 1995, between the Company
and Timothy J. Roach. (Filed as Exhibit 1(d) to Amendment No. 3).
1(e). Stock Option Agreement, dated July 25, 1996, between the Company
and Timothy J. Roach.*
1(f). Stock Option Agreement, dated December 30, 1997, between the
Company and Timothy J. Roach.*
1(g). Letter Agreement, dated October 8, 1998, between the Company and
Timothy J. Roach.*
1(h). Letter Agreement, dated December 8, 1998, between the Company and
Timothy J. Roach.*
1(i). Stock Option Agreement, dated December 8, 1998, between the
Company and Timothy J. Roach.*
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* Filed herewith
<PAGE>
Page 9 of 9 Pages
CUSIP No. 872479 20 9
Signatures
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After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: March 16, 1999
/s/ Timothy J. Roach
------------------------
Timothy J. Roach
Exhibit 1(e)
TII INDUSTRIES, INC.
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July
25, 1996 between TII INDUSTRIES, INC., a Delaware corporation (the "Company"),
and Timothy J. Roach (the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, in accordance with the allotment made by the
Compensation Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1995 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
50,000 shares of the Common Stock, $.01 par value per share, of the Company
("Common Stock") at an exercise price of $4.50 per share, being at least equal
to the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be ten years from the date
hereof, subject to earlier termination as provided in the Plan. However, this
option shall not be exercisable until July 25, 1997 at which time it shall
become exercisable as to 10,000 shares of Common Stock, and as to an additional
10,000 shares of Common Stock on each of the next four anniversaries of the date
hereof. The right to purchase shares of Common Stock under this option shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased at any time or from time to time
thereafter, but not after the expiration of the option. Notwithstanding the
foregoing, in no event may a fraction of a share of Common Stock be purchased
under this option.
3. This option shall be exercised by giving written notice to
the Company at its then principal office, presently 1385 Akron Street, Copiague,
New York 11726, Attention: Vice President - Administration, stating that the
Optionee is exercising the option hereunder, specifying the number of shares
being purchased and accompanied by payment in full of the aggregate purchase
price therefor (a) in cash or by certified check, (b) with previously acquired
shares of Common Stock which have been held by the Optionee for at least six
months valued as provided in the Plan, or (c) a combination of the foregoing.
-1-
<PAGE>
4. The Company and/or any Subsidiary may withhold cash and/or
shares of Common Stock to be issued to the Optionee in the amount which the
Company determines is necessary to satisfy its obligation to withhold taxes or
other amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee will notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
If (i) the Optionee is an "affiliate" of the Company within the meaning of the
Securities Act at the time of any such resale or (ii) at the time of exercise of
this option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
-2-
<PAGE>
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option 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 (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, (b) implement the provisions of the Plan or
this Contract or any other agreement between the Company and the Optionee with
respect to such shares of Common Stock, or (c) permit the Company to determine
the occurrence of a "disqualifying disposition," as described in Section 421(b)
of the Code, of the shares of Common Stock transferred upon the exercise of this
option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any Parent or any
of its Subsidiaries, or interfere in any way with any right of the Company, any
Parent or its Subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, receipt of
a copy of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of this
option and the disposition of the shares of Common Stock acquired upon exercise
of the option, including without limitation, federal and state securities and
"blue sky" laws.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
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<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall
not affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, President
/s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, Optionee
P.O. Box 764
Stonybrook, New York 11790
---------------------------------------
Address
-4-
Exhibit 1(f)
TII INDUSTRIES, INC.
1995 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
December 30, 1997 between TII INDUSTRIES, INC., a Delaware corporation (the
"Company"), and Timothy J.
Roach (the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, in accordance with the allotment made by the
Compensation Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1995 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
100,000 shares of the Common Stock, $.01 par value per share, of the Company
("Common Stock") at an exercise price of $4.375 per share, being at least equal
to the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be ten years from the date
hereof, subject to earlier termination as provided in the Plan. However, this
option shall not be exercisable until December 30, 1998 at which time it shall
become exercisable as to 20,000 shares of Common Stock, and as to an additional
20,000 shares of Common Stock on each of the next four anniversaries of the date
hereof. The right to purchase shares of Common Stock under this option shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased at any time or from time to time
thereafter, but not after the expiration of the option. Notwithstanding the
foregoing, in no event may a fraction of a share of Common Stock be purchased
under this option.
3. This option shall be exercised by giving written notice to
the Company at its then principal office, presently 1385 Akron Street, Copiague,
New York 11726, Attention: Vice President - Administration, stating that the
Optionee is exercising the option hereunder, specifying the number of shares
being purchased and accompanied by payment in full of the aggregate purchase
price therefor (a) in cash or by certified check, (b) with previously acquired
shares of Common Stock which have been held by the Optionee for at least six
months valued as provided in the Plan, or (c) a combination of the foregoing.
-1-
<PAGE>
4. The Company and/or any Subsidiary may withhold cash and/or
shares of Common Stock to be issued to the Optionee in the amount which the
Company determines is necessary to satisfy its obligation to withhold taxes or
other amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee will notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
If (i) the Optionee is an "affiliate" of the Company within the meaning of the
Securities Act at the time of any such resale or (ii) at the time of exercise of
this option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
-2-
<PAGE>
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option 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 (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, (b) implement the provisions of the Plan or
this Contract or any other agreement between the Company and the Optionee with
respect to such shares of Common Stock, or (c) permit the Company to determine
the occurrence of a "disqualifying disposition," as described in Section 421(b)
of the Code, of the shares of Common Stock transferred upon the exercise of this
option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any Parent or any
of its Subsidiaries, or interfere in any way with any right of the Company, any
Parent or its Subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, receipt of
a copy of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of this
option and the disposition of the shares of Common Stock acquired upon exercise
of the option, including without limitation, federal and state securities and
"blue sky" laws.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall
not affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, President
/s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, Optionee
P.O. Box 764
Stonybrook, New York 11790
---------------------------------------
Address
-4-
Exhibit 1(g)
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
October 8, 1998
Dear 1995 Plan Option Holders:
Our Board of Directors, after reviewing stock options held by you, has
noted that the value of the option(s) granted to you under the Company's 1995
Stock Option Plan has been diminished as a result of the recent decline in the
market value of the Company's Common Stock. Therefore, the Board has authorized
an offer to you to modify your existing option(s) under that Plan to reduce the
exercise price to $1.563 per share and provide a new ten-year term which extends
until October 7, 2008, but with a new vesting schedule which is similar to that
which would pertain if a brand new option was granted to you today, that is, the
option(s) would vest in five equal annual installments commencing October 8,
1999. The option(s) would otherwise continue to be governed under your existing
option contract(s) and the provisions of the Company's 1995 Stock Option Plan,
as amended. A copy of the 1995 Stock Option Plan is enclosed herewith, as is a
copy of a Summary Plan Description.
If you elect to accept this modification, please complete, sign and
return the enclosed copy of this letter. The offer is open until November 30,
1998. Accordingly, if we do not receive a signed copy of this letter on or
before that date, your option contract(s) will not be modified and you will
retain your old option(s) without modification -- with its existing exercise
price, term and vesting schedule. This election can be made separately as to
each option held by you under the 1995 Stock Option Plan. (See list of options
granted to you under the 1995 Plan attached.)
Should you have any questions, please feel free to call Virginia M.
Hall, Vice President- Administration at 516-789-5000.
Very truly yours,
/s/ Timothy J. Roach
Timothy J. Roach
President
As to my option dated:
Do Do Not
Accept Accept
7/25/96 , I [X] [ ] the Company's offer
- ------------------------------
12/30/97 , I [X] [ ] the Company's offer
- ------------------------------
, I [ ] [ ] the Company's offer
- ------------------------------
/s/ Timothy J. Roach
- ------------------------------
Signature
Name: Timothy J. Roach
Exhibit 1(h)
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
December 8, 1998
Dear Timothy J. Roach:
Our Board of Directors, after reviewing stock options held by you, has
noted that the value of the options granted to you under the Company's 1986
Employee Incentive Stock Option Plan has been diminished as a result of the
recent decline in the market value of the Company's Common Stock. Therefore, the
Board has authorized an offer to you to exchange and cancel your existing
options under those Plans for a new option which has an exercise price of $2.313
per share, a new term of ten years which extends until December 7, 2008 but with
the vesting schedule which pertains to new options; that is, the option vests in
five equal annual installments commencing December 8, 1999. The option is to be
governed under the provisions of the Company's new 1998 Stock Option Plan
instead of the contracts and the 1986 Plan which governed your existing options.
If you elect to accept this modification, please immediately complete,
sign and return the enclosed copy of this letter which both grants you the new
option and acknowledges termination of your existing options. Stock option
contracts will then be forwarded to you for signature according to your
instructions. If we do not receive your completed letter, you will retain your
old options. This election can be made separately as to each option held by you
under the 1986 Plan.
Should you have any questions, please feel free to call Virginia M.
Hall, Vice President- Administration at 516-789-5000.
Very truly yours,
/s/ Timothy J. Roach
Timothy J. Roach,
President
As to my option dated:
Priced Do Do Not
At: Accept Accept
1/9/92 $3.125 , I [X] [ ] the Company's offer
- ----------------------- --------
9/14/94 $4.625 , I [X] [ ] the Company's offer
- ----------------------- --------
5/15/95 $5.125 , I [X] [ ] the Company's offer
- ----------------------- --------
/s/ Timothy J. Roach
- -----------------------
Signature
Name: Timothy J. Roach
Exhibit 1(i)
TII INDUSTRIES, INC.
1998 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
December 8, 1998 between TII INDUSTRIES, INC., a Delaware corporation (the
"Company"), and Timothy J. Roach (the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, in accordance with the allotment made by the
Compensation Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1998 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
230,000 shares of the Common Stock, $.01 par value per share, of the Company
("Common Stock") at an exercise price of $2.313 per share, being at least equal
to the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be ten years from the date
hereof, subject to earlier termination as provided in the Plan. However, this
option shall not be exercisable until December 8, 1999, at which time it shall
become exercisable as to 46,000 shares of Common Stock, and as to an additional
46,000 shares of Common Stock on each of the next four anniversaries of the date
hereof. The right to purchase shares of Common Stock under this option shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased at any time or from time to time
thereafter, but not after the expiration of the option. Notwithstanding the
foregoing, in no event may a fraction of a share of Common Stock be purchased
under this option.
3. This option shall be exercised by giving written notice to
the Company at its then principal office, presently 1385 Akron Street, Copiague,
New York 11726, Attention: Vice President - Administration, stating that the
Optionee is exercising the option hereunder, specifying the number of shares
being purchased and accompanied by payment in full of the aggregate purchase
price therefor (a) in cash or by certified check, (b) with previously acquired
shares of Common Stock which have been held by the Optionee for at least six
months valued as provided in the Plan, or (c) a combination of the foregoing.
-1-
<PAGE>
4. The Company and/or any Subsidiary may withhold cash and/or
shares of Common Stock to be issued to the Optionee in the amount which the
Company determines is necessary to satisfy its obligation to withhold taxes or
other amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee will notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
If (i) the Optionee is an "affiliate" of the Company within the meaning of the
Securities Act at the time of any such resale or (ii) at the time of exercise of
this option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
-2-
<PAGE>
7. Notwithstanding anything herein to the contrary, if at any
time the Company shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option 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 (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, (b) implement the provisions of the Plan or
this Contract or any other agreement between the Company and the Optionee with
respect to such shares of Common Stock, or (c) permit the Company to determine
the occurrence of a "disqualifying disposition," as described in Section 421(b)
of the Code, of the shares of Common Stock transferred upon the exercise of this
option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any Parent or any
of its Subsidiaries, or interfere in any way with any right of the Company, any
Parent or its Subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, receipt of
a copy of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of this
option and the disposition of the shares of Common Stock acquired upon exercise
of the option, including without limitation, federal and state securities and
"blue sky" laws.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
<PAGE>
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall
not affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, President
/s/ Timothy J. Roach
---------------------------------------
Timothy J. Roach, Optionee
P.O. Box 764
Stonybrook, New York 11790
---------------------------------------
Address
-4-
