SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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
- --------------------------------------------------------------------------------
(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 14 Pages
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Page 2 of 14 Pages
CUSIP No. 872479 20 9
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
<PAGE>
Page 3 of 14 Pages
CUSIP No. 872479 20 9
INTRODUCTION
This Amendment No. 5 to Schedule 13D is being filed by Alfred J. Roach.
Mr. Roach filed an original Schedule 13D dated December 8, 1998 (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") and Amendment
No. 4 dated December 18, 1995 ("Amendment No. 4"). The Original 13D, as
heretofore amended, is referred to as the "Existing 13D." Items 2, 3, 4, 5 and 6
of the Original Schedule 13D, as amended, are amended to read in their entirety
as follows:
Item 2. Identity and Background.
(a) This Statement is being filed by Alfred J. Roach.
(b) The residence address of Mr. Roach is Route 2 - Kennedy Avenue,
Guaynabo, Puerto Rico 00657.
(c) The principal occupation or employment of Mr. Roach is Chairman
of the Board of directors of American Biogenetic Sciences, Inc.
("ABS"). Mr. Roach is also Chairman of the Board of Directors of
the Company.
ABS conducts research and development of therapeutic and
diagnostic products, primarily in the area of blood coagulation
and human cancer.
ABS's principal executive offices are located at 1385 Akron
Street, Copiaque, New York 11726.
(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.
<PAGE>
Page 4 of 14 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. 5, Mr. Roach and Dorothy
Roach, his wife, purchased an aggregate of 203,960 and 3,440
shares of Common Stock, respectively, for an aggregate of
$1,110,069 and $8,600, respectively. The funds for such purchases
were provided by personal funds (including through the exercise
of options).
(b) On February 3, 1992, Mr. Roach also expended $500,000 from
personal funds for the purchase of 5,000 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 Mr. Roach of 200,000 shares and
Warrants to purchase a like number of shares of Common Stock in
exchange for the 5,000 shares of the Series B Preferred Stock.
(c) On August 4, 1995, the Company redeemed 10,000 of the 27,626
shares of the Company's Series A Cumulative Convertible
Redeemable Preferred Stock (the "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, paid the
exercise price thereunder of $1,000,000 and received 200,000
shares of Common Stock upon such exercise. Of the 27,626 shares
of Series A Preferred Stock owned by Mr. Roach (i) 12,390 shares
were acquired in exchange for all of the issued and outstanding
shares of capital stock of Crown Tool & Die Company ("Crown"),
which was owned by Mr. Roach; (ii) 11,850 shares were acquired by
Mr. Roach from PRC Leasing Inc., a corporation owned by Mr. Roach
("PRC"), which in turn had acquired 5,000, 2,850 and 4,000 of
such shares as part of the purchase price for Crown (which
received the 5,000 shares of Series A Preferred Stock in
settlement of $500,000 of indebtedness owed by Crown to PRC), for
the purchase from PRC of certain equipment and for rental
payments under an equipment lease agreement with PRC (as amended,
the "Equipment Lease"), respectively, and (iii) 3,386 shares were
issued to Mr. Roach in payment of dividends payable in Series A
Preferred Stock on outstanding shares of Series A Preferred
Stock.
(d) On September 27, 1995, Mr. Roach and Dorothy Roach converted the
245,300 and 48,304 shares of Class B Stock owned by them,
respectively, 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.
<PAGE>
Page 5 of 14 Pages
CUSIP No. 872479 20 9
Item 4 Purpose of Transaction.
The securities of the Company held by Mr. Roach were acquired and
are being held, as an investment. Except as set forth in Item 6(b), 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.
<PAGE>
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CUSIP No. 872479 20 9
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
March 8, 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 December 31, 1998. As a
result of the restructuring of options occurring on October 8, 1998 and
December 8, 1998 as described in paragraphs (c)(vi)(D) and (c)(vi)(E)
below, the only options held by Mr. Roach which are exercisable as of
December 31, 1998 or within 60 days after December 31, 1998 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 8,375,132 shares of Common Stock actually
outstanding on March 8, 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 March 8, 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 March 8, 1999).
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Page 7 of 14 Pages
CUSIP No. 872479 20 9
(c)(i) In the Original 13D, Mr. Roach reported that he acquired an
aggregate of 113,960 shares of Common Stock on December 1, 1988 for $646,255, 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
------ ---------
113,960 $646,255
(ii) In Amendment No. 1, Mr. Roach reported that:
(A) 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.
(B) 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)(iv)(A) 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.
(C) 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.
(D) 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.
<PAGE>
Page 8 of 14 Pages
CUSIP No. 872479 20 9
(E) 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.
(F) 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.
(G) 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)(iv)(G) below for
information concerning the exercise of the Warrants.
(iii) In Amendment No. 2, Mr. Roach reported that, on September
14, 1994, 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 $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)(vi)(E) below for
information concerning the restructuring of this option.
(iv) In Amendment No. 3, Mr. Roach reported that:
(A) 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.
(B) 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.
(C) On February 15, 1993, the Company issued 1,000 shares
of Series A Preferred Stock to PRC (which
subsequently transferred such shares to
<PAGE>
Page 9 of 14 Pages
CUSIP No. 872479 20 9
Mr. Roach) in consideration of a $100,000 semi-annual
rental payment due January 18, 1993.
(D) 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)(vi)(E) below for information concerning the
restructuring of this option.
(E) 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").
(F) On the same date, Mr. Roach made a gift of 2,400
shares of Common Stock.
(G) 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.
(H) 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.
(I) 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).
(v) In Amendment No. 4 to the Original 13D, dated December 18,
1995, Mr. Roach reported that, on December 18, 1995,
Alfred J. Roach sold, in open market transactions, 100,000
shares of Common Stock at $7.375 per share.
<PAGE>
Page 10 of 14 Pages
CUSIP No. 872479 20 9
(vi) In addition to the transactions previously reported by Mr.
Roach:
(A) 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.
(B) 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)(vi)(D) below for information concerning
the restructuring of this option.
(C) 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 paragraph (c)(vi)(D) below for
information concerning the restructuring of this
option.
(D) 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 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.
(E) 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. Also on December 8,
1998, Mr. Roach accepted
<PAGE>
Page 11 of 14 Pages
CUSIP No. 872479 20 9
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.
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(vi)(D), Mr. Roach also holds options, granted under
the Company's 1995 Stock Option Plan, to purchase 110,000
shares of Common Stock at an exercise price of $1.563 per
share, which options are exercisable, on a cumulative basis,
as to 22,000 shares on each of October 8, 1999, October 8,
2000, October 8, 2001, October 8, 2002 and October 8, 2003 and
expires on October 7, 2008. After giving effect to the
cancellation of options and receipt of a replacement option
described in Item 5(vi)(E), 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
existing lease, which was entered into in July of 1991,
requires annual rental payments of $200,000 and expires in
July 2001. In November 1998, the Company obtained an appraisal
of the equipment from a certified appraiser who calculated the
fair market value of the equipment to be $2,205,400. The
closing price of the Company's Common Stock on December 31,
1998 was $1.875 per share and the Company agreed to issue
1,176,213 shares of its Common Stock in exchange for all of
the outstanding capital stock of
<PAGE>
Page 12 of 14 Pages
CUSIP No. 872479 20 9
PRC, subject to completion of the transaction which requires,
among other things, approval by the Company's stockholders.
Rental payments ceased effective December 31, 1998, subject to
completion of the transaction. If the transaction is not
completed, the original terms of the lease shall again govern,
including the requirement to pay all rent that would otherwise
have been paid for periods after December 31, 1998.
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 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.*
1(d). Stock Option Agreement, dated December 8, 1998, between
the Company and Dorothy Roach.*
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.*
1(h). Stock Option Agreement, dated December 30, 1997, between
the Company and Alfred J. Roach.*
- -----------------------
* Filed herewith
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Page 13 of 14 Pages
CUSIP No. 872479 20 9
1(i). 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.*
1(k). Stock Option Agreement, dated December 8, 1998, 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).
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).
- -----------------------
* Filed herewith
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Page 14 of 14 Pages
CUSIP No. 872479 20 9
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: March 16, 1999
/s/ Alfred J. Roach
--------------------------------
Alfred J. Roach
Exhibit 1(c)
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
December 8, 1998
Dear Dorothy 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 contract and the 1986 Plan which governed your existing option.
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 option.
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
---- ------ ------
11/14/89 $2.50, I [X] [ ] the Company's offer
- ---------------------- ------
/s/ Dorothy Roach
- ----------------------
Signature
Name: Dorothy Roach
Exhibit 1(d)
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 Dorothy 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 8,960
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 1,792 shares of Common Stock, and as to an additional
1,792 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.
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
-1-
<PAGE>
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.
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
-2-
<PAGE>
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.
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.
-3-
<PAGE>
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/ Dorothy Roach
-------------------------------------
Dorothy Roach, Optionee
P.O. Box 433
Toa Alta, Puerto Rico 00957
------------------------------------
Address
-4-
Exhibit 1(g)
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 Alfred 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.
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
-2-
<PAGE>
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.
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.
-3-
<PAGE>
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/ Alfred J. Roach
------------------------------------
Alfred J. Roach, Optionee
P.O. Box 433
Toa Alta, Puerto Rico 00957
------------------------------------
Address
-4-
Exhibit 1(h)
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 Alfred 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
60,000 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 12,000 shares of Common Stock, and as to an additional
12,000 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.
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
-2-
<PAGE>
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.
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.
-3-
<PAGE>
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/ Alfred J. Roach
------------------------------------
Alfred J. Roach, Optionee
P.O. Box 433
Toa Alta, Puerto Rico 00957
------------------------------------
Address
-4-
Exhibit 1(i)
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
------ ------
See Attached , I [X] the Company's offer
- ------------------------------
7/25/96 , I [X] the Company's offer
- ------------------------------
12/30/97 , I [X] the Company's offer
- ------------------------------
/s/ Alfred J. Roach
- ------------------------------
Signature
Name: Alfred J. Roach
Exhibit 1(j)
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
December 8, 1998
Dear Alfred 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
---- ------ ------
11/14/89 $2.50 , 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/ Alfred J. Roach
- ------------------------
Signature
Name: Alfred J. Roach
Exhibit 1(k)
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 Alfred 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
200,000 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 40,000 shares of Common Stock, and as to an additional
40,000 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.
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
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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.
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
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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.
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.
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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
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Timothy J. Roach, President
/s/ Alfred J. Roach
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Alfred J. Roach, Optionee
P.O. Box 433
Toa Alta, Puerto Rico 00957
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Address
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