SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
Alfred 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)
April 7, 1999
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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 |_|
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Page 2 of 13 Pages
Response to Question 1: Alfred 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: 751,600
Response to Question 8: 0
Response to Question 9: 751,600
Response to Question 10: 0
Response to Question 11: 751,600
Response to Question 12: X
Response to Question 13: 8.9%
Response to Question 14: IN
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Page 3 of 13 Pages
INTRODUCTION
This Amendment No. 6 to Schedule 13D is being filed by Alfred J. Roach.
Mr. Roach filed an original Schedule 13D dated December 12, 1988 (the "Original
13D"). The Original 13D was amended by Amendment No. 1 dated August 20, 1992
("Amendment No. 1"), Amendment No. 2 dated February 20, 1995 ("Amendment No.
2"), Amendment No. 3 dated September 27, 1995 ("Amendment No. 3"), Amendment No.
4 dated December 18, 1995 ("Amendment No. 4") and Amendment No. 5 dated December
8, 1998 ("Amendment No. 5"). The Original 13D, as heretofore amended, is
referred to as the "Existing 13D." Capitalized terms which are used herein but
are not defined herein shall have the meaning ascribed to them in the Existing
13D. Items 4, 5, 6 and 7 of the Original Schedule 13D, as amended, are amended
to read in their entirety as follows:
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company held by Mr. Roach were acquired, and are
being held, as an investment. Mr. Roach has no present plans or proposals which
relate to or would result in: (a) the acquisition or disposition by any person
of additional securities of the Company (although Mr. Roach retains the right,
which he may exercise at any time or from time to time, in his discretion, to
exercise the stock options owned by him and to purchase or sell equity
securities of the Company owned by him in open market or in privately negotiated
transactions as circumstances warrant), (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries, (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) any change in the Company's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
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Page 4 of 13 Pages
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) The following table sets forth the beneficial ownership (and
information concerning voting and dispositive power) of Mr. Roach as of June 21,
1999:
Number of Percent
Name Shares (1) of Class (2)
- ---- ------- ---------
Alfred J. Roach 751,600 (3) 8.9% (3)
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(1) Alfred J. Roach has sole voting and dispositive power with respect to the
shares owned by him. Includes (a) 711,240 outstanding shares owned by Mr. Roach
and (b) 40,360 shares issuable upon the exercise of the portion of options held
under the Company's 1986 Stock Option Plan which are exercisable on or within 60
days after June 21, 1999. As a result of the restructuring of options occurring
on October 8, 1998 (and as amended and restated on April 7, 1999) and December
8, 1998 as described in paragraphs (c)(xviii) and (c)(xviv) below, the only
options held by Mr. Roach which are exercisable as of June 21, 1999 or within 60
days after June 21, 1999 are the options to purchase 40,360 shares of Common
Stock granted on November 14, 1989. Excludes 51,744 outstanding shares that are
owned by Mr. Roach's wife, Dorothy Roach. Mr. Roach disclaims beneficial
ownership of all securities held by his wife.
(2) Percent of Class is based on 8,406,034 shares of Common Stock actually
outstanding on June 21, 1999 and also assumes the issuance of the Common Stock
upon the exercise of options (to the extent exercisable on or within 60 days
after June 21, 1999) deemed beneficially owned by Mr. Roach but by no other
person or entity.
(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
803,344 shares of Common Stock, or 9.5% of the Company's outstanding shares
(including, in both cases, options exercisable on or within 60 days after June
21, 1999).
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Page 5 of 13 Pages
(c)(i) On December 1, 1998, Mr. Roach acquired an aggregate of
113,960 shares of Common Stock as follows:
Per Share
Transaction Shares Price Total
----------- ------ --------- -----
Option exercise 61,760 $5.00 $308,800
Option exercise 33,000 6.575 216,975
Open market purchase 19,200 6.275 120,480
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113,960 $646,255
(ii) On November 14, 1989, Mr. Roach was granted an option to
purchase up to 70,360 shares of Common Stock under the
Company's 1986 Stock Option Plan, which option became
exercisable as to 17,590 shares on each of November 14,
1989, May 14, 1990, November 14, 1990 and May 14, 1991 at
an exercise price of $2.50 per share.
(iii) On July 18, 1991, Mr. Roach acquired 15,130 shares of the
Series A Preferred Stock in exchange for all of the issued
and outstanding shares of capital stock of Crown, which
was owned by Mr. Roach. Crown was established by Mr. Roach
in 1985 to acquire certain assets of a vendor of certain
components to the Company and thereupon became a vendor of
components to the Company. See paragraph (c)(x) below.
Each share of Series A Preferred Stock was valued at $100
and became convertible commencing July 18, 1994 into
Common Stock, based on such value, at an exercise price of
$6.25 per share subject to potential anti-dilution
adjustments.
(iv) On July 18, 1991, the Company issued 5,000 shares of the
Series A Preferred Stock to PRC as part of the purchase
price for Crown in settlement of $500,000 of indebtedness
owed by Crown to PRC and 2,850 shares of Series A
Preferred Stock for the purchase from PRC of certain
equipment. These shares were subsequently transferred by
PRC to Mr. Roach.
(v) On each of July 18, 1991, January 18, 1992 and July 18,
1992, the Company issued 1,000 shares of Series A
Preferred Stock in consideration of $100,000 semi-annual
rentals under the Equipment Lease. These shares were
subsequently transferred by PRC to Mr. Roach.
(vi) On each of December 3, 1991 and January 17, 1992, Mr.
Roach purchased 15,000 shares of Common Stock by
exercising an option previously granted to him under the
Company's 1986 Stock Option Plan at an exercise price of
$2.50 per share.
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Page 6 of 13 Pages
(vii) On each of December 3, 1991 and January 17, 1992, Dorothy
Roach purchased 1,720 shares of Common Stock by exercising
an option previously granted to her under the Company's
1986 Stock Option Plan at an exercise price of $2.50 per
share. Mr. Roach disclaims beneficial ownership of his
wife's shares.
(viii) On August 10, 1992, effective as of August 7, 1992, Mr.
Roach, in the Private Placement, exchanged 5,000 shares of
the Series B Preferred Stock acquired by him from the
Company on February 3, 1992 for $500,000 for 200,000
shares of Common Stock and Warrants entitling him to
purchase 200,000 shares of Common Stock until August 6,
1995 at an exercise price of $5.00 per share. See
paragraph (c)(xvi) below for information concerning the
exercise of the Warrants.
(ix) On September 14, 1994, Mr. Roach 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
$4.625 per share, which option became exercisable, on a
cumulative basis, as to 20,000 shares on each of September
14, 1995, September 14, 1996, September 14, 1997,
September 14, 1998 and September 14, 1999. See paragraph
(c)(xviv) below for information concerning the
restructuring of this option.
(x) On February 26, 1992, the Company and Mr. Roach reduced
(pursuant to the terms of the agreement under which they
were issued) by 2,740 shares (to 12,390 shares) the 15,130
shares of Series A Preferred Stock issued to Mr. Roach in
consideration for all of the issued and outstanding
capital stock of Crown.
(xi) On February 26, 1992, the Company issued to Mr. Roach
3,386 shares of Series A Preferred Stock in payment of
dividends payable in Series A Preferred Stock on
outstanding shares of Series A Preferred Stock.
(xii) On February 15, 1993, the Company issued 1,000 shares of
Series A Preferred Stock to PRC (which subsequently
transferred such shares to Mr. Roach) in consideration of
a $100,000 semi-annual rental payment due January 18,
1993.
(xiii) On May 15, 1995, Mr. Roach 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. See paragraph (c)(xviv) below for information
concerning the restructuring of this option.
(xiv) On August 9, 1995, Mr. Roach received as a gift 2,400
shares of the Company's Class B Stock, $.01 par value per
share ("Class B Stock").
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Page 7 of 13 Pages
(xv) On the same date, Mr. Roach made a gift of 2,400 shares of
Common Stock.
(xvi) On August 4, 1995, the Company redeemed 10,000 of the
27,626 shares of Series A Preferred Stock owned by Mr.
Roach at their aggregate liquidation and redemption price
of $1,000,000 and Mr. Roach exercised his Warrants (which
entitled Mr. Roach to purchase 200,000 shares of Common
Stock until August 6, 1995 at an exercise price of $5.00
per share of Common Stock), paid the exercise price of
$1,000,000 and received 200,000 shares of Common Stock
upon such exercise.
(xvii) On September 21, 1995, the Company redeemed the remaining
17,626 shares of Series A Preferred Stock from Mr. Roach
at their aggregate liquidation and redemption price of
$1,762,600.
(xviii) On September 27, 1995, Alfred J. Roach and Dorothy Roach
converted, in accordance with the provisions of the
Company's Restated Certificate of Incorporation, as
amended, the 245,300 and 48,304 shares of the Company's
Class B Stock, respectively, owned by them, for an equal
number of shares of the Company's Common Stock, resulting
in a reduction in outstanding Class B Stock to a level
that all remaining Class B Stock (having, generally, 10
votes per shares) were automatically converted into Common
Stock (having 1 vote per share).
(xiv) On December 18, 1995, Mr. Roach sold, in open market
transactions, 100,000 shares of Common Stock at $7.375 per
share.
(xv) On May 6, 1996, June 17, 1996, September 26, 1996, August
29, 1997, October 7, 1997, December 10, 1997, December 30,
1997 and May 12, 1998, Mr. Roach made gifts of 10,000,
7,000, 1,000, 500, 2,000, 10,000, 5,000 and 15,000 shares
of Common Stock, respectively.
(xvi) 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)(xviii) below for information
concerning the restructuring of this option.
(xvii) On December 30, 1997, Mr. Roach was granted an option to
purchase up to 60,000 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 12,000 shares on each of December
30, 1998, December 30, 1999, December 30, 2000, December
30, 2001 and December 30, 2002. See
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Page 8 of 13 Pages
paragraph (c)(xviii) below for information concerning the
restructuring of this option.
(xviii) 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 110,000 shares of Common Stock under the
Company's 1995 Stock Option Plan (the "1995 Plan") by
reducing the exercise price of 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. Similar offers to modify all other
existing options under the 1995 Plan were also made to all
other option holders. This modification may be considered
a cancellation of the old options and a grant of a new
option under the 1995 Plan. The 1995 Plan contains a limit
on the number of shares of Common Stock for which options
may be granted to any person in a calendar year to
100,000. With the foregoing limit in mind, the Board of
Directors of the Company intended to modify options as to
100,000 of such 110,000 shares in 1999, but the options
with respect to all 110,000 shares were inadvertently
modified on October 8, 1998. On March 19, 1999, certain
stockholders of the Company commenced a purported class
action lawsuit against the Company and its directors in
the Court of Chancery of the State of Delaware in and for
New Castle County. The lawsuit alleged, among other
things, that all options modified by the Company on
October 8, 1998 were invalid. On April 7, 1999, counsel
for the plaintiffs and counsel for the defendants entered
into a Memorandum of Understanding (the "Memorandum of
Understanding") pursuant to which an agreement in
principle was reached to settle the lawsuit. The
Memorandum of Understanding was embodied in a formal
Stipulation of Settlement entered into on May 25, 1999
(the "Stipulation of Settlement"). The settlement is
subject to, among other things, final court approval of
the settlement and dismissal of the action with prejudice,
on the merits and without costs (except for a maximum of
$300,000 for plaintiffs' attorneys' fees and expenses).
Pursuant to the Memorandum of Understanding and the
Stipulation of Settlement, among other things, the October
8, 1998 modification was corrected and restated to cover
100,000 shares of Common Stock which remain exercisable at
a price of $1.563 per share until October 7, 2008 and
continue to become exercisable in five equal annual
installments commencing October 8, 1999. Options to
purchase 10,000 shares originally modified on October 8,
1998 were modified on April 7, 1999 so that they are
exercisable at an exercise price of $1.594 per share until
April 6, 2009 and become exercisable in five equal annual
installments commencing April 7, 2000. All such options,
to purchase 110,000 shares, were specifically stated not
to be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended.
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Page 9 of 13 Pages
(xviv) On December 8, 1998, the Board of Directors of the Company
offered Mr. Roach the right to cancel his existing options
granted on November 14, 1989 (to purchase 40,360 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 a new option to purchase an
aggregate of 240,360 shares of Common Stock under the
Company's 1998 Stock Option Plan. Similar offers were made
to all other option holders under the Company's 1986 Stock
Option Plan with respect to all of their options under the
Company's 1986 Stock Option Plan. On December 8, 1998, Mr.
Roach accepted the offer as to his options granted on
September 14, 1994 and May 15, 1995, but not as to his
options granted on November 14, 1989. The new option to
purchase 200,000 shares of Common Stock 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.
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Page 10 of 13 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
(a) Mr. Roach holds options, granted under the Company's 1986
Stock Option Plan, to purchase 40,360 shares of Common
Stock at an exercise price of $2.50 per share, which
options are presently exercisable in full and expire on
November 13, 1999. After giving effect to the modification
of options described in Item 5(c)(xviii), Mr. Roach also
holds options, granted under the Company's 1995 Stock
Option Plan, to purchase (i) 100,000 shares of Common
Stock at an exercise price of $1.563 per share, which
options are exercisable, on a cumulative basis, as to
20,000 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, and (ii) 10,000 shares of
Common Stock at an exercise price of $1.594 per share,
which options are exercisable, on a cumulative basis, as
to 2,000 shares on each of April 7, 2000, April 7, 2001,
April 7, 2002, April 7, 2003 and April 7, 2004 and expire
on April 6, 2009. After giving effect to the cancellation
of options and receipt of a replacement option described
in Item 5(c)(xviv), Mr. Roach further holds an option
granted under the Company's 1998 Stock Option Plan to
purchase 200,000 shares of Common Stock at an exercise
price of $2.313 per share, which option is exercisable, on
a cumulative basis, as to 40,000 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.
(b) On December 31, 1998, the Company entered into a Stock
Purchase Agreement ("Agreement") to acquire from Alfred J.
Roach all of the outstanding shares of capital stock of
PRC for $2,205,400 of the Company's Common Stock. The only
activity of PRC is leasing equipment to the Company. The
Memorandum of Understanding and the Stipulation of
Settlement provide, among other things, that, subject to
court approval of the settlement, the Company and Mr.
Roach will rescind and withdraw the Agreement, and the
issuance of shares of Common Stock pursuant to the
Agreement will not occur.
The foregoing summaries of agreements are qualified in their
entirety by reference to the exhibits to this Schedule 13D.
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Page 11 of 13 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are exhibits to this Statement:
1(a). Stock Option Agreement, dated November 14, 1989, between
the Company and Alfred J. Roach. (Filed as Exhibit 2 to
Amendment No. 1).
1(b). Stock Option Agreement, dated November 14, 1989, between
the Company and Dorothy Roach. (Filed as Exhibit 3 to
Amendment No. 1).
1(c). Letter Agreement, dated December 8, 1998, between the
Company and Dorothy Roach. (Filed as Exhibit 1(c) to
Amendment No. 5).
1(d). Stock Option Agreement, dated December 8, 1998, between
the Company and Dorothy Roach. (Filed as Exhibit 1(d) to
Amendment No. 5).
1(e). Stock Option Agreement, dated September 14, 1994, between
the Company and Alfred J. Roach. (Filed as Exhibit 1(b) to
Amendment No. 2).
1(f). Stock Option Agreement, dated May 15, 1995, between the
Company and Alfred J. Roach. (Filed as Exhibit 1(d) to
Amendment No. 3).
1(g). Stock Option Agreement, dated July 25, 1996, between the
Company and Alfred J. Roach. (Filed as Exhibit 1(g) to
Amendment No. 5).
1(h). Stock Option Agreement, dated December 30, 1997, between
the Company and Alfred J. Roach. (Filed as Exhibit 1(h) to
Amendment No. 5).
1(i). Corrected and Restated Letter Agreement, dated October 8,
1998, between the Company and Alfred J. Roach.*
1(j). Letter Agreement, dated December 8, 1998, between the
Company and Alfred J. Roach. (Filed as Exhibit No. 1(j) to
Amendment No. 5).
1(k). Stock Option Agreement, dated December 8, 1998, between
the Company and Alfred J. Roach. (Filed as Exhibit No.
1(k) to Amendment No. 5).
1(l). Letter Agreement, dated April 7, 1999, between the Company
and Alfred J. Roach.*
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Page 12 of 13 Pages
2. Certificate of Designations filed by the Company with the
Secretary of State of Delaware on July 9, 1991 with
respect to the Company's Series A Preferred Stock. (Filed
as Exhibit 5 to Amendment No. 1).
3(a). Equipment Lease, dated July 18, 1991. (Filed as Exhibit 6
to Amendment No. 1).
3(b). Amendment, dated July 18, 1992 to the Equipment Lease
(Incorporated by reference to Exhibit 10(b)(67) to the
Company's Annual Report on Form 10-K for the fiscal year
ended June 25, 1993).
3(c). Second Amendment, dated February 25, 1993 to the Equipment
Lease (Incorporated by reference to Exhibit 10(b)(68) to
the Company's Annual Report on Form 10-K for the fiscal
year ended June 25, 1993).
3(d). Restated Third Amendment, dated December 14, 1993 to the
Equipment Lease. (Filed as Exhibit 4(d) to Amendment No.
2).
4. Stock Purchase Agreement dated as of December 31, 1998
between the Company and Alfred J. Roach. (Filed as Exhibit
2 to the Company's Form 10-Q for the quarter ended
December 25, 1998).
5(a) Memorandum of Understanding between counsel to the
plaintiffs and counsel to the defendants in the action
entitled David H. Addis and Hemda Z. Addis v. TII
Industries, Inc., Alfred J. Roach, Timothy J. Roach,
Dorothy Roach, George S. Katsarakes, James R. Grover, Jr.,
William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce
Barksdale. (Filed as Exhibit 99.1 to the Company's Form
8-K dated (Date of earliest event reported): March 19,
1999).
5(b) Stipulation of Settlement between counsel to the
plaintiffs and counsel to the defendants in the action
entitled David H. Addis and Hemda Z. Addis v. TII
Industries, Inc., Alfred J. Roach, Timothy J. Roach,
Dorothy Roach, George S. Katsarakes, James R. Grover, Jr.,
William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce
Barksdale. (Filed as Exhibit 99.1 to the Company's Form
8-K dated (Date of earliest event reported): May 25,
1999).
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* Filed herewith
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Page 13 of 13 Pages
Signatures
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: June 22, 1999
/s/ Alfred J. Roach
----------------------
Alfred J. Roach
<PAGE>
EXHIBIT INDEX
1(a). Stock Option Agreement, dated November 14, 1989, between the Company
and Alfred J. Roach. (Filed as Exhibit 2 to Amendment No. 1).
1(b). Stock Option Agreement, dated November 14, 1989, between the Company
and Dorothy Roach. (Filed as Exhibit 3 to Amendment No. 1).
1(c). Letter Agreement, dated December 8, 1998, between the Company and
Dorothy Roach. (Filed as Exhibit 1(c) to Amendment No. 5).
1(d). Stock Option Agreement, dated December 8, 1998, between the Company
and Dorothy Roach. (Filed as Exhibit 1(d) to Amendment No. 5).
1(e). Stock Option Agreement, dated September 14, 1994, between the Company
and Alfred J. Roach. (Filed as Exhibit 1(b) to Amendment No. 2).
1(f). Stock Option Agreement, dated May 15, 1995, between the Company and
Alfred J. Roach. (Filed as Exhibit 1(d) to Amendment No. 3).
1(g). Stock Option Agreement, dated July 25, 1996, between the Company and
Alfred J. Roach. (Filed as Exhibit 1(g) to Amendment No. 5).
1(h). Stock Option Agreement, dated December 30, 1997, between the Company
and Alfred J. Roach. (Filed as Exhibit 1(h) to Amendment No. 5).
1(i). Corrected and Restated Letter Agreement, dated October 8, 1998,
between the Company and Alfred J. Roach.*
1(j). Letter Agreement, dated December 8, 1998, between the Company and
Alfred J. Roach. (Filed as Exhibit No. 1(j) to Amendment No. 5).
1(k). Stock Option Agreement, dated December 8, 1998, between the Company
and Alfred J. Roach. (Filed as Exhibit No. 1(k) to Amendment No. 5).
1(l). Letter Agreement, dated April 7, 1999, between the Company and Alfred
J. Roach.*
2. Certificate of Designations filed by the Company with the Secretary
of State of Delaware on July 9, 1991 with respect to the Company's
Series A Preferred Stock. (Filed as Exhibit 5 to Amendment No. 1).
3(a). Equipment Lease, dated July 18, 1991. (Filed as Exhibit 6 to
Amendment No.1).
<PAGE>
3(b). Amendment, dated July 18, 1992 to the Equipment Lease (Incorporated
by reference to Exhibit 10(b)(67) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 25, 1993).
3(c). Second Amendment, dated February 25, 1993 to the Equipment Lease
(Incorporated by reference to Exhibit 10(b)(68) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 25, 1993).
3(d). Restated Third Amendment, dated December 14, 1993 to the Equipment
Lease. (Filed as Exhibit 4(d) to Amendment No. 2).
4. Stock Purchase Agreement dated as of December 31, 1998 between the
Company and Alfred J. Roach. (Filed as Exhibit 2 to the Company's
Form 10-Q for the quarter ended December 25, 1998).
5(a) Memorandum of Understanding between counsel to the plaintiffs and
counsel to the defendants in the action entitled David H. Addis and
Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J.
Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr.,
William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale.
(Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of
earliest event reported): March 19, 1999).
5(b) Stipulation of Settlement between counsel to the plaintiffs and
counsel to the defendants in the action entitled David H. Addis and
Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J.
Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr.,
William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale.
(Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of
earliest event reported): May 25, 1999).
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* Filed herewith.
CORRECTED AND RESTATED
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.
The modified option will not be an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended, but rather will be
a non-qualified stock option.
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.)
This letter corrects and restates a similar letter which called on an
amendment to the entire option granted to Alfred J. Roach on December 30, 1997
(covering an aggregate of 60,000 shares) in lieu of a portion of such option
covering 50,000 shares.
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 (as to options for , I X the Company's offer
50,000 shares)
- -------------------------------
/s/ Alfred J. Roach
- -------------------------------
Signature
Name: Alfred J. Roach
Exhibit 1.l
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
April 7, 1999
Dear 1995 Plan Option Holders:
Our Board of Directors, after reviewing the remaining stock options
granted to you on December 30, 1997 under the Company's 1995 Stock Option Plan
(to purchase 10,000 shares of the Company's Common Stock) that were not modified
on October 8, 1998, has noted that the value of those option(s) 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
$1.594 per share and provide a new ten-year term which extends until April 6,
2009, 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 April 7, 2000. 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.
The modified option will not be an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended, but rather will be
a non-qualified stock option.
If you elect to accept this modification, please complete, sign and
return the enclosed copy of this letter. The offer is open until May 7, 1999.
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.
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
------- ------
12/30/97 (as to options , I X the Company's offer
for 10,000 shares)
- -------------------------------
/s/ Alfred J. Roach
- -------------------------------
Signature
Name: Alfred J. Roach
