TII INDUSTRIES INC
8-K, 1999-08-24
SWITCHGEAR & SWITCHBOARD APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 23, 1999




                              TII INDUSTRIES, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    DELAWARE
- --------------------------------------------------------------------------------
                            (State of Incorporation)


                1-8048                               66-0328885
       ----------------------             ------------------------------------
       (Commission File No.)               (IRS Employer Identification No.)



         1385 Akron Street, Copiague, New York                    11726
- --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                     (Zip Code)


                                 (516) 789-5000
- --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 5.           Other Events
- ------            ------------

                  On August 23, 1999, the Company issued a press release
announcing a strategic operations re-alignment that involves outsourcing a major
portion of its manufacturing. This initiative will result in a non-recurring
charge of approximately $6 million in the Company's fiscal year ended June 1999,
covering a reduction of the Company's workforce and related severance payments,
write-down of leasehold improvements and consolidation and relocation of certain
operations. This operations re-alignment should be completed by March 2000.

                  A copy of the Company's press release is filed as Exhibit 99.1
to this Report.

Item 7.           Financial Statements and Exhibits
- ------            ---------------------------------

                  (a)      Financial statements of business acquired:  None.

                  (b)      Exhibits.

                  99.1     Press Release dated August 23, 1999.



                                   SIGNATURES
                                   ----------

                  Pursuant to the requirements 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.



Dated:  August 24, 1999                       By:    /s/ Paul G. Sebetic
                                                     ---------------------------
                                                     Paul G. Sebetic,
                                                     Vice President Finance


                                       -2-

<PAGE>



                                  EXHIBIT INDEX
                                  -------------




Exhibit No.       Description
- ----------        -----------

99.1              Press Release dated August 23, 1999.


                                       -3-


                                                                    EXHIBIT 99.1

TII INDUSTRIES, INC.
- -------------------

FOR IMMEDIATE RELEASE: NEWS RELEASE
- -----------------------------------

                    TII TO OUTSOURCE MANUFACTURING TO CHINA;
                    ----------------------------------------
                    MAJOR SAVINGS AND NEW MARKETS ENVISIONED
                    ----------------------------------------


         COPIAGUE, New York, August 23, 1999 - TII Industries, Inc. (Nasdaq NMS:
TIII), manufacturer of state-of-the-art overvoltage surge protectors used by the
telecommunications industry, announced today a strategic operations re-alignment
that involves outsourcing a major portion of its manufacturing. This initiative
will result in a non-recurring charge of approximately $6 million in the
Company's fiscal year ended June 1999, covering a reduction of the Company's
workforce and related severance payments, write-down of leasehold improvements
and consolidation and relocation of certain operations. This operations
re-alignment should be completed by March 2000. While the Company expects to
continue to incur additional expenditures during this period, it anticipates
that the current fiscal year, which ends June 2000, will be profitable as the
benefits of this re-alignment are realized.

         Timothy J. Roach, President and Chief Executive Officer commented, "We
chose to outsource in China not only for its highly competitive costs, but also
because we believe this location offers significant advantages in serving the
rapidly growing telecommunications markets in the Far East and Pacific Basin.
This year alone, China is projected to install almost 20 million new telephone
access lines, more lines than exist in several of the Bell companies in the
United States today. In addition, over the next five years it is projected that
China intends to invest over $60 billion to expand and improve it's
telecommunications network."

         Commenting on the Company's action, George S. Katsarakes, Executive
Vice-President and Chief Operating Officer explained, "This initiative will
provide considerably lower product costs, greater manufacturing capacity and
reduced investment in production assets in the future. Under the plan, we have
established a collaboration with a U.S. privately owned contract manufacturer in
the Peoples Republic of China. This manufacturer operates a UL certified, ISO
9000 facility and has over 16 years experience in China producing high quality,
cost effective products for multi-national customers."

         "In addition," Mr. Katsarakes added, "our agreement includes joint
concurrent product design and development that will accelerate the release to
market of our new products. We believe the additional speed to market will be a
significant advantage as we begin to penetrate new markets. The recent change to
the National Electrical Code now requires surge protection on all powered cable
television (CATV) lines. As CATV companies upgrade their lines for high speed
internet access, as well as voice and data services, quality surge protection
will be required to shield users and their


<PAGE>


equipment from lightning and other hazardous overvoltage surges. In the United
States alone there are over 70 million CATV lines, most of which have little or
no protection today. This represents a vast potential market for our patented
broadband CATV protection technology."

         Founded in 1964, TII designs, manufactures and markets surge
protection, network interface devices and station electronics products for the
communications industries. The firm has operations in New York, Puerto Rico and
the Dominican Republic.

For Additional Information, contact:
- ------------------------------------
Paul G. Sebetic, VP Finance & CFO - TII Industries, Inc. (516) 789-5000
Jack J. Tarulli, Director - Investor Relations - TII Industries, Inc.
(516) 789-5000
Bob Frost, ECOM Consultants, Inc. - (212) 391-9475

                                      ####

Statements in this release that are not strictly historical are
"forward-looking" statements which should be considered as subject to the many
risks and uncertainties that exist in the Company's operations and business
environment. These risks and uncertainties include economic conditions, market
demand and pricing, competitive and cost factors as well as other factors from
time to time discussed in TII's SEC reports.


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