SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended JUNE 30, 2000
Commission file number 1-8048
TII INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
State of incorporation: DELAWARE I.R.S. Employer Identification No. 66-0328885
</TABLE>
1385 AKRON STREET, COPIAGUE, NEW YORK 11726
(631) 789-5000
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock. $.01 par value
Series D Junior Participating Preferred Stock
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock of the registrant outstanding as
of September 8, 2000 held by non-affiliates of the registrant was approximately
$24.7 million. While such market value excludes the market value of shares which
may be deemed beneficially owned by executive officers and directors, this
should not be construed as indicating that all such persons are affiliates.
The number of shares of the Common Stock of the registrant outstanding as of
September 8, 2000 was 11,680,484.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's directors and executive officers are:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C>
Alfred J. Roach.................................... 85 Chairman of the Board of Directors
Timothy J. Roach................................... 53 Chief Executive Officer, President and
Vice Chairman of the Board of Directors
George S. Katsarakes............................... 63 Chief Operating Officer, Executive Vice President
and Director
Kenneth A. Paladino................................ 43 Chief Financial Officer, Vice President Finance
Thomas J. Guzek.................................... 46 Chief Marketing Officer, Executive Vice President
Virginia M. Hall................................... 47 Vice President-Administration
Dorothy Roach...................................... 77 Secretary and Director
C. Bruce Barksdale................................. 69 Director
R. Dave Garwood.................................... 58 Director
James R. Grover, Jr................................ 81 Director
Joseph C. Hogan.................................... 78 Director
</TABLE>
Alfred J. Roach has served as Chairman of the Board of Directors and a
director the Company and its predecessor since its founding in 1964 and was
Chief Executive Officer of the Company from the Company's founding until January
1995. Since September 1983, Mr. Roach has also served as Chairman of the Board
of Directors of American Biogenetic Sciences, Inc. ("ABS"), a biotechnology
research company.
Timothy J. Roach has served the Company in various capacities since
December 1973. He has been President of the Company since July 1980, Vice
Chairman of the Board since October 1993, Chief Executive Officer since January
1995 and a director since January 1978. Mr. Roach also served as Chief Operating
Officer of the Company from May 1987 until January 1998. Mr. Roach was a Captain
in the United States Air Force for four years prior to joining the Company and
is a graduate of Harvard University's Business School Program for Management
Development. Mr. Roach has also served as Treasurer, Secretary and a director of
ABS since September 1983.
George S. Katsarakes has been Executive Vice President and Chief
Operating Officer of the Company since he joined the Company in January 1998 and
has been a director of the Company since October 1998. From January 1994 until
he joined the Company, Mr. Katsarakes held senior-level positions, most
recently, Executive Vice President, at Eagle Manufacturing Company, Inc., a
manufacturer of high-technology electrical wiring devices. From December 1978
until January 1994, Mr. Katsarakes held several general management and plant
management positions with Pratt & Whitney and Otis Elevator Company,
subsidiaries of United
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<PAGE>
Technologies Corporation, a provider of a broad range of products to the
commercial and defense industries. Mr. Katsarakes holds an Industrial/Mechanical
Engineering degree from Northeastern University and a Masters of Business
Administration degree from Harvard Business School.
Kenneth A. Paladino has been Vice President Finance and Chief Financial
Officer of the Company since September 2000. Prior to joining the Company, Mr.
Paladino was an independent consultant and from 1989 until February 2000, Mr.
Paladino served EDO Corporation, a designer and manufacturer of advanced
electronic and electro-mechanical systems, in various capacities including, from
1995, as Chief Financial Officer and for six years prior thereto, as Corporate
Controller.
Thomas J. Guzek has been Executive Vice President and Chief Marketing
Officer of the Company since June 2000. From 1981 until joining the Company, Mr.
Guzek served Cooper Bussmann, the circuit products group of Cooper Industries,
Inc., a manufacturer of electronic products and tools and hardware, in various
capacities, most recently as Vice President and General Manager of its Cooper
Electronic Technologies unit and from 1993 through 1999 as Vice President of
Worldwide Product and Market Development.
Virginia M. Hall has served the Company in various capacities since
February 1976, serving as Vice President-Administration since December 1993 and
Vice President-Contract Administration from September 1990 until December 1993.
Dorothy Roach has been Secretary of the Company since 1971, served as
Treasurer of the Company from 1979 to December 1993 and, except for a brief
period, has been a director of the Company since 1964.
C. Bruce Barksdale was Vice President of the Company from August 1971 until
December 1999 and thereafter has been a consultant to the Company. He has been a
director of the Company since 1974. Mr. Barksdale holds a Bachelor of Science
degree in Electrical Engineering from the University of South Carolina.
R. Dave Garwood has been a director of the Company since August 2000. Mr.
Garwood is President of R. D. Garwood, Inc., an education and consulting company
founded by him in 1974, which specializes in supply chain management and the
performance of operational audits and due diligence work for investment firms.
Mr. Garwood holds a Bachelor of Science degree in Mechanical Engineering from
Purdue University. Mr. Garwood is also a director of Telxon Corporation.
James R. Grover, Jr. has been a director of the Company since 1978. Mr.
Grover has been engaged in the private practice of law since 1974 and has been
General Counsel to the Company since 1977.
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<PAGE>
Joseph C. Hogan, Ph.D. has been a director of the Company since January
1974. Dr. Hogan served as Dean of the College of Engineering of the University
of Notre Dame from 1967 to 1981, following which he performed various services
for the University of Notre Dame until 1985, where he remains Dean Emeritus.
From 1985 until his retirement in 1987, Dr. Hogan was a Director of Engineering
Research and Resource Development at Georgia Institute of Technology. He is past
President of the American Society of Engineering Education. Dr. Hogan is a
director of ABS.
R. Dave Garwood was elected as a director by the Board of Directors
pursuant to the terms of an agency agreement with the placement agent for a
private placement of securities completed by the Company in June 2000 under
which the Company agreed to either appoint a person to the Board mutually
agreeable to the placement agent and the Company or permit the placement agent
to send a representative to observe meetings of the Board.
Officers hold office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of Directors may be removed at any
time by the Board. See "Item 11. Executive Compensation - Employment Agreements"
for information concerning the Company's Employment Agreements with Timothy J.
Roach and George S. Katsarakes.
Alfred J. Roach and Dorothy Roach are married and the parents of
Timothy J. Roach. There are no other family relationships among the Company's
directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's Common Stock, to timely file
initial statements of stock ownership and statements of changes of beneficial
ownership with the Securities and Exchange Commission and furnish copies of
those statements to the Company. Based solely on a review of the copies of the
statements furnished to the Company to date, or written representations that no
statements were required, the Company believes that all statements required to
be filed by such persons with respect to the Company's fiscal year ended June
30, 2000 were timely filed.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the Company's three fiscal years
ended June 30, 2000, information concerning the compensation paid by the Company
to Timothy J. Roach, the Company's Chief Executive Officer, all other executive
officers serving at the end of fiscal 2000 whose annual salary and bonus in
fiscal 2000 was at least $100,000 and one former executive officer who would
have been included in the table had he remained an executive officer at the end
of the year (the "Named Executive Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARD
------------------- ----------------------------
NAME AND PRINCIPAL ALL OTHER
POSITION YEAR SALARY BONUS STOCK OPTIONS (#) COMPENSATION
-------- ---- ------ ----- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Timothy J. Roach 2000 $250,000 $ -- 50,000 $7,761(2)
President and Chief 1999 250,000 -- 380,000(1) 7,782
Executive Officer 1998 243,654 -- 100,000 7,877
Alfred J. Roach 2000 150,000 -- 60,000 --
Chairman of the 1999 150,000 200(3) 310,000(1) --
Board 1998 150,000 200(3) 60,000 --
George S. Katsarakes 2000 250,000 -- 50,000 --
Executive Vice 1999 247,577 24,000(4) 125,000(1) --
President and Chief 1998 95,192(4) 24,000(4) 100,000 --
Operating Officer
James A. Roach 2000 104,262(5) -- -- 192,063(5)
Former Vice 1999 131,700 -- 65,000(1) --
President - 1998 130,738 -- 25,000 --
Marketing and Sales
Paul G. Sebetic 2000 125,000 -- 25,000 --
Former Chief 1999 120,192 15,000 65,000(1) --
Financial Officer 1998 113,846 -- 25,000 --
</TABLE>
-----------------------------------
(1) Includes 380,000, 310,000, 100,000, 65,000 and 50,000 options for Timothy
J. Roach, Alfred J. Roach, George S. Katsarakes, James A. Roach and Paul
G. Sebetic, respectively, that were either modified or granted in
exchange for the cancellation of other options.
(2) Includes (i) $1,148, representing the dollar value to Mr. Roach of the
portion of the premium paid by the Company under a split dollar life
insurance policy during such year with respect to the deemed term life
insurance portion of the premiums and (ii) $6,613, representing the
annual premium paid by the Company on long-term disability insurance
maintained by the Company for the benefit of Mr. Roach.
(3) Required to be paid under Puerto Rico law.
(4) Mr. Katsarakes joined the Company in January 1998. The bonuses paid to
Mr. Katsarakes in fiscal 1998 and 1999 were paid as an inducement to him
to join the Company.
(5) See "--Employment Agreements" for information concerning the Company's
employment termination arrangement with Mr. Roach.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning options granted
during the Company's fiscal year ended June 30, 2000 to the Named Executive
Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM(2)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -------------------------
NAME GRANTED FISCAL YEAR SHARE (1) DATE (1) 5% 10%
---- ------- ----------- --------- -------- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy J. Roach 50,000 9.9% $1.66 5/29/2010 $52,198 $132,281
Alfred J. Roach 60,000 11.9% $1.66 5/29/2010 $62,638 $158,737
George S. Katsarakes 50,000 9.9% $1.41 1/21/2010 $45,045 $112,359
Paul G. Sebetic 25,000 5.0% $1.66 5/29/2010 $26,516 $ 66,140
</TABLE>
----------------------
(1) The exercise price of each option granted was equal to the market value
of the Company's Common Stock on the date of grant and is exercisable
during a ten year period ending on the date set forth under the
"Expiration Date" column (subject to early termination in certain
instances). The options vest in five equal annual installments
commencing one year after the date of grant.
(2) These are hypothetical values using assumed compound growth rates
prescribed by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the
market price of the Company's Common Stock.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
No options were exercised by the Named Executive Officers during the
Company's fiscal year ended June 30, 2000. The following table contains
information with respect to the fiscal year-end value of unexercised options
held by the Named Executive Officers:
<TABLE>
<CAPTION>
IN-THE-MONEY
VALUE OF
NUMBER OF UNEXERCISED OPTIONS
UNEXERCISED OPTIONS HELD AT FISCAL
HELD AT FISCAL YEAR- YEAR-END
END (EXERCISABLE/ (EXERCISABLE/
NAME UNEXERCISABLE) UNEXERCISABLE) (1)
---- -------------- ------------------
<S> <C> <C> <C>
Timothy J. Roach 76,000/354,000 $16,550/$89,650
Alfred J. Roach 62,000/308,000 $12,302/$77,348
George S. Katsarakes 25,000/150,000 $13,115/$88,398
James A. Roach 65,000/ -- $14,050/ --
Paul G. Sebetic 13,000/ 77,000 $ 6,933/ $39,455
</TABLE>
---------------------
(1) Represents the number of underlying shares of Common Stock for
in-the-money options multiplied by the difference between the closing
price of the Common Stock at fiscal year-end and the option exercise
price.
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<PAGE>
REMUNERATION OF DIRECTORS
Non-employee directors receive a fee of $1,000 for each meeting of the
Board attended in person and members of Committees of the Board receive a fee of
$500 for each Board Committee meeting attended. C. Bruce Barksdale serves as a
consultant to the Company in the marketing field, for which he receives a per
hour or per diem fee depending on the amount of time expended in a day in which
the Company requests him to perform services. Non-employee directors currently
are also granted options to purchase 10,000 shares of the Company's Common Stock
under the Company's 1994 Non-Employee Director Stock Option Plan at the time
such person becomes a non-employee director and immediately following each
annual meeting of stockholders at which directors are elected. The Company plans
to propose to its shareholders at its Annual Meeting to be held on December 6,
2000 certain amendments to the 1994 Non-Employee Director Stock Option Plan,
including an increase to the number of shares subject to options to be granted
at the time of a director's initial election and annual option grants to
non-employee directors to 25,000 shares. Each option held by non-employee
directors is exercisable for a period of ten years following the date of grant
(subject to earlier termination at specified times following a non-employee
director's cessation of service) at an exercise price equal to 100% of the fair
market value on the date of grant of the shares subject thereto.
EMPLOYMENT AGREEMENTS
The Company and Timothy J. Roach are parties to an Amended and Restated
Employment Agreement, effective as of August 1, 1997, pursuant to which Mr.
Roach is serving as the Company's President and Chief Executive Officer. The
Amended and Restated Employment Agreement provides for a five-year term
presently ending July 31, 2004, with automatic one-year extensions on each July
31 during the term unless either party gives notice of termination at least 90
days prior to such July 31. Under the Amended and Restated Employment Agreement,
Mr. Roach is presently entitled to an annual salary of $250,000 per year,
subject to increases and bonuses at the discretion of the Board of Directors. In
addition, the agreement requires the Company to provide Mr. Roach with an
allowance, not to exceed 20% of his then salary, to reimburse him for the cost
of maintaining a secondary residence in Puerto Rico, where the Company maintains
its gas tube manufacturing facilities. The Company also is to continue to
maintain insurance benefits provided to Mr. Roach at levels and terms no less
favorable than in effect on August 1, 1997. Mr. Roach has agreed, among other
things, not to disclose confidential information of the Company and not to
directly or indirectly engage, during the term of the agreement and for two
years thereafter, in any activity which is competitive with the Company's
business. In consideration for such covenant, Mr. Roach is to receive, for each
year during the two-year period following termination of his employment, an
amount equal to his highest salary rate in effect at any time during the
one-year period preceding the date of such termination unless Mr. Roach's
employment is terminated by reason of his death, voluntary termination other
than for "good reason" (in general, adverse changes in his powers, duties,
position or compensation or certain changes in the location where his duties are
to be performed), or for cause and he is capable of providing day-to-day
services to a competitor. In the event of termination of employment by reason of
death or disability, Mr. Roach or his beneficiary is entitled to receive a
continuation of his compensation for a period of one year and two years,
respectively. In the event Mr. Roach terminates his employment for "good
reason," the Company will also be required to pay him a sum equal to three times
the amount of his highest annual salary and highest bonus for the current or two
preceding fiscal years, subject to reduction as to any amount that would
constitute a "parachute payment" under the Internal
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<PAGE>
Revenue Code of 1986, as amended, to the maximum amount that would not
constitute such a "parachute payment." In the event of the termination of Mr.
Roach's employment other than for cause, all outstanding stock options then held
by Mr. Roach shall fully vest.
George S. Katsarakes is a party to an Employment Agreement, dated March
9, 1998, with the Company under which Mr. Katsarakes is serving as Executive
Vice President. The Employment Agreement provides for a term expiring March 8,
2001. Under the agreement, Mr. Katsarakes's salary is presently $250,000 and is
subject to review at the end of each year of employment. In the event of the
termination of Mr. Katsarakes's employment by the Company, other than for cause,
death or disability, or by Mr. Katsarakes following a reduction in rank or
authority, Mr. Katsarakes will be entitled to receive all compensation that he
would have received for the remaining term of his agreement, but not less than
one year's compensation, in a lump sum, and all outstanding options held by Mr.
Katsarakes shall fully vest and be exercisable for the maximum time allowed for
the exercise thereof under the terms of the applicable stock option plan but not
less than 90 days following such termination. Mr. Katsarakes has agreed not to
disclose confidential information of the Company during or after his employment
and, during the term of his employment and for a period of two years thereafter,
not to directly or indirectly engage in certain activities which are competitive
to the Company.
In connection with the termination of the Company's employment
arrangements with James A. Roach, who was serving as Vice President-Sales,
pursuant to an Employment Agreement, dated January 21, 1998, between the Company
and Mr. Roach, the Company made severance payments to Mr. Roach aggregating
$192,063, all of Mr. Roach's outstanding options as of September 29, 2000 became
vested and the Company is to continue, through September 30, 2000, Mr. Roach's
medical and dental insurance benefits.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information, as of October 15,
2000 except as noted below, with respect to the beneficial ownership of the
Company's Common Stock by (i) each person (including any "group," as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by the
Company to beneficially own more than 5% of the outstanding shares of the
Company's Common Stock, (ii) each director of the Company, (iii) each executive
officer named in the Summary Compensation Table, in Item 11. "Executive
Compensation" and (iv) all executive officers and directors of the Company as a
group. The Company understands that, except as noted below, each beneficial
owner has sole voting and investment power with respect to all shares
attributable to such owner.
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIAL OWNER OWNED CLASS (1)
---------------- ----- ---------
<S> <C> <C> <C>
Jerry Bloomberg and/or Sondra Bloomberg 713,000(2) 6.1%
155 East Ames Court
Plainview, New York 11803
Norman H. Pessin c/o Neuberger 640,571(3) 5.4%
& Berman, LLC
605 Third Avenue
New York, NY 10158
Alfred J. Roach 833,240(4) 7.1%
1385 Akron Street
Copiague, NY 11726
Dorothy Roach 55,328(5) *
Timothy J. Roach 653,013(6) 5.5%
1385 Akron Street
Copiague, NY 11726
George S. Katsarakes 55,000(7) *
C. Bruce Barksdale 23,598(8) *
R. Dave Garwood 38,570(9) *
James R. Grover, Jr. 93,600(10) *
Joseph C. Hogan 99,330(11) *
James A. Roach 65,000(12) *
Paul G. Sebetic 23,000(13) *
All executive officers and directors as a group (12 1,982,079(14) 16.0%
persons)
</TABLE>
---------------------
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<PAGE>
(1) Asterisk indicates that the percentage is less than one percent.
Percent of Class assumes the issuance of the Common Stock issuable upon
the exercise of options (to the extent exercisable on or within 60 days
after October 15, 2000) held by such person but (except for the
calculation of beneficial ownership by all executive officers and
directors as a group) by no other person or entity.
(2) Based solely on information contained in a Schedule 13G filed with the
Securities and Exchange Commission (the "SEC") dated December 31, 1999.
Jerry Bloomberg and Sondra Bloomberg are each the beneficial owners of
599,000 (6.8% of the Company's outstanding) shares as follows: (i)
375,000 shares are held by them in joint tenancy or as tenants in
common, (ii) 10,000 shares are held by Jerry Bloomberg, Sondra
Bloomberg and Michael Bloomberg as joint tenants, (iii) 19,500 shares
are held by Jerry Bloomberg and Sondra Bloomberg indirectly in UGMA
accounts for their minor grandchildren, (iv) 50,000 shares are held by
Jerry Bloomberg and Sondra Bloomberg indirectly in the Jerry Bloomberg
and Sondra Bloomberg Family Foundation, (v) 53,500 shares are held by
Jerry Bloomberg indirectly in the Jerry and Sondra Bloomberg
Associates, LP, on which Jerry Bloomberg and Sondra Bloomberg are
general partners, each with a 1% interest and (vi) 91,000 shares are
held indirectly through Romac Electronics Profit Sharing Plan, of which
Jerry Bloomberg and Sondra Bloomberg are trustees. In addition, Jerry
Bloomberg beneficially owns an additional 114,000 (3.1% of the
Company's outstanding) shares as follows: (i) 4,000 shares are held by
him indirectly in Kenjer Industries, Inc., a New York corporation of
which Jerry Bloomberg is President and a 1% stockholder with sole
voting and dispositive power, and (ii) 110,000 shares are held by him
indirectly in Night Vision, Inc., a New York corporation of which Jerry
Bloomberg is President and a 1% stockholder with sole voting and
dispositive power.
(3) Based on information contained in a Schedule 13D filed with the SEC
dated April 25, 2000. Includes 100,000 shares subject to an option
originally issued by the Company in 1992 to an unaffiliated third party
and acquired by Mr. Pessin in April 2000.
(4) Includes 122,000 shares subject to options held under the Company's
stock option plans. Excludes the shares owned by Mr. Roach's wife,
Dorothy Roach, reflected below in this table, as to which shares Mr.
Roach disclaims beneficial ownership.
(5) Includes 3,584 shares subject to options held under the Company's stock
option plans. Excludes the shares owned by Mrs. Roach's husband, Alfred
J. Roach, reflected above in this table, as to which shares Mrs. Roach
disclaims beneficial ownership.
(6) Includes 968 shares owned by Mr. Roach's wife (who has sole voting and
dispositive power with respect to the shares owned by her and as to
which Mr. Roach disclaims beneficial ownership) and 142,000 shares
subject to options held under the Company's stock option plans.
(7) Includes 45,000 shares subject to options held under the Company's
stock option plans.
(8) Includes 78 shares owned by Mr. Barksdale's children and 15,600 shares
subject to options held under the Company's stock option plans.
(9) Includes 10,000 shares subject to options held under the Company's
stock option plans and a warrant to purchase 14,285 shares that was
acquired from the Company's June 2000 private placement.
(10) Includes 90,000 shares subject to options held under the Company's
stock option plans.
(11) Includes 99,250 shares subject to options held under the Company's
stock option plans.
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<PAGE>
(12) Includes 65,000 shares subject to options held under the Company's
stock option plans.
(13) Represents 23,000 shares subject to options held under the Company's
stock option plans.
(14) Includes 652,834 shares subject to options held under the Company's
stock option plans and a warrant to purchase 14,285 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Since fiscal 1982, the Company has leased equipment from PRC Leasing,
Inc. ("PRC"), a corporation wholly-owned by Alfred J. Roach, Chairman of the
Board of Directors and a director of the Company. The equipment lease was
amended on June 27, 2000 to remove certain equipment covered by the lease and
reduce the $200,000 annual rent by an amount equal to the annual rentals
attributable to the particular pieces of equipment being removed from the scope
of the lease. As a result, the present annual rent is $139,476. The lease
expires on July 17, 2001. The Company believes that the rentals charged by PRC
are comparable to the rentals which would have been charged by unrelated leasing
companies for similar equipment.
On April 28, 2000, the United States Overseas Private Investment
Corporation ("OPIC") sold to the individual retirement account of Norman Pessin
a $750,000 convertible note and an option to purchase 100,000 shares of the
Company's Common Stock, both of which had been issued by the Company to OPIC in
July 1991 in connection with certain loans made to the Company. To induce Mr.
Pessin to convert the note, the Company agreed to reduce the $2.50 exercise
price. As a result, the Company issued an aggregate of 428,571 shares of Common
Stock to the individual retirement account of Mr. Pessin. In addition, the
Company extended the expiration date of the option from July 2001 to July 2003.
As a result of this transaction, Mr. Pessin, who is otherwise unaffiliated with
the Company, became the beneficial owner of 5% of the Company's Common Stock.
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<PAGE>
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Report of Independent Public
<S> <C>
Accountants...................................................................20
Consolidated Balance Sheets at June 30, 2000 and June 25, 1999...............21
Consolidated Statements of Operations for each of the three years in the
period ended June 30, 2000...............................................22
Consolidated Statements of Stockholders' Investment for each of the three
years in the period ended June 30, 2000..................................23
Consolidated Statements of Cash Flows for each of the three years in the
period ended June 30, 2000...............................................24
Notes to Consolidated Financial Statements...................................25
(a)(2) Report of Independent Public Accountants....................................S-1
Schedule II - Valuation and Qualifying Accounts.............................S-2
</TABLE>
Page references are to pages in the initial filing of this Report.
(3) Exhibits
--------
Exhibit
Number Description
------ -----------
2 Asset Purchase Agreement, dated February 26, 1999, by and
between TII-Ditel, Inc. and Ditel, Inc.
3(a)(1) Restated Certificate of Incorporation of the Company, as filed
with the Secretary of State of the State of Delaware on
December 10, 1996. Incorporated by reference to Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 1996 (File No. 1-8048).
3(a)(2) Certificate of Designation, as filed with the Secretary of
State of the State of Delaware on January 26, 1998.
Incorporated by reference to Exhibit 4.1 to the Company's
Report on Form 8-K dated (date of earliest event reported)
January 26, 1998. (File No. 1-8048).
3(a)(3) Certificate of Designation, as filed with the Secretary of
State of the State of Delaware on May 15, 1998. Incorporated
by reference to Exhibit 4.1 to the Company's Report on Form
8-K dated (date of earliest event reported) May 7, 1998 (File
No. 1-8048).
3(b) By-laws of the Company, as amended. Incorporated by reference
to Exhibit 4.02 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 33- 64980).
4(a) Rights Agreement, dated as of May 15, 1998, between the
Company and Harris Trust & Savings Bank formerly Harris Trust
of Chicago). Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated (date of earliest
event reported) May 7, 1998 (File No. 1-8048).
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<PAGE>
4(b)(1)(A) Revolving Credit, Term Loan and Security Agreement among
Company, TII Corporation and GMAC Commercial Credit LLC
(successor of BNY Financial Corporation) ("Lender").
Incorporated by reference to Exhibit 4(a)(i) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 27, 1998 (File No. 1-8048).
4(b)(1)(B) Letter Agreement for Consent and Amendment dated as of July
22, 1999 between the Company, TII Corporation and the Lender.
Incorporated by reference to Exhibit 4(b)(1)(B) to the
Company's Annual Report on Form 10-K for the year ended June
25, 1999 (File No. 1-8048).
4(b)(2) Revolving Credit, Term Loan and Security Agreement between
Crown Tool & Die Company, Inc. and Lender. Incorporated by
reference to Exhibit 4(a)(ii) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(3) Guaranty of Company to Lender. Incorporated by reference to
Exhibit 4(b)(i) to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(4) Guaranty of TII International, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(ii) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(5) Guaranty of Telecommunications Industries, Inc. to Lender.
Incorporated by reference to Exhibit 4(b)(iii) to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 27,1998 (File No. 1-8048).
4(b)(6) Guaranty of TII Dominicana, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(iv) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(7) Guaranty of TII Corporation to Lender. Incorporated by
reference to Exhibit 4(b)(v) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 1998 (File
No. 1-8048).
4(b)(8) Guaranty of TII-Ditel, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(vi) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(9) General Security Agreement from Telecommunications Industries,
Inc. in favor of Lender. Incorporated by reference to Exhibit
4(c)(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(10) General Security Agreement from TII International, Inc. in
favor of Lender. Incorporated by reference to Exhibit 4(c)(ii)
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
4(b)(11) General Security Agreement from TII Dominicana, Inc. in favor
of Lender. Incorporated by reference to Exhibit 4(c)(iii) to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
4(b)(12) Stock Pledge and Security Agreement from Company in favor of
Lender. Incorporated by reference to Exhibit 4(d)(i) to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 27, 1998 (File No. 1-8048).
4(b)(13) Stock Pledge and Security Agreement from TII Corporation in
favor of Lender. Incorporated by reference to Exhibit 4(d)(ii)
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
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<PAGE>
4(b)(14) Stock Pledge and Security Agreement from TII International,
Inc. in favor of Lender. Incorporated by reference to Exhibit
4(d)(iii) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(15) Patent Collateral Assignment and Security Agreement between
Company and Lender. Incorporated by reference to Exhibit
4(e)(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(16) Trademark Collateral Assignment and Security Agreement between
Company and Lender. Incorporated by reference to Exhibit
4(e)(ii) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 27, 1998 (File No. 1-8048).
10(a)(1)+ 1986 Stock Option Plan of the Company, as amended.
Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1996 (File No. 1-8048).
10(a)(2)+ 1994 Non-Employee Director Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.01 to the Company's
Registration Statement on Form S-8, No. 33-64965.
10(a)(3)+ 1995 Stock Option Plan, as amended. Incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 26, 1997 (File No.
1-8048).
10(a)(4)+ 1998 Stock Option Plan. Incorporated by reference to Exhibit A
to the Company's Proxy Statement dated November 6, 1998 (File
No. 1-8048).
10(b)(1)+ Amended and Restated Employment Agreement dated as of August
1, 1997 between the Company and Timothy J Roach. Incorporated
by reference to Exhibit 10(b)(1) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 27, 1997
(File No. 1-8048).
10(b)(2)+ Amended and Restated Employment Agreement dated as of May 1,
1997 between the Company and Carl H. Meyerhoefer. Incorporated
by reference to Exhibit 10(b)(2) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 27, 1997
(File No. 1-8048).
10(b)(3) Intentionally omitted.
10(b)(4)+ Employment Agreement dated as of January 21, 1998 between the
Company and James A. Roach. Incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 26, 1997 (File No.
1-8048).
10(b)(5)+ Amended and Restated Employment Agreement dated as of May 1,
1997 between the Company and Paul G. Sebetic. Incorporated by
reference to Exhibit 10(b)(2) to the Company's Registration
Statement on Form S-2 (File No. 333-38467).
10(b)(6)+ Amended and Restated Employment Agreement dated as of March 9,
1998 between the Company and George S. Katsarakes.
Incorporated by reference to Exhibit 10(b)(6) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 26,
1998 (File No. 1-8048)
10(b)(7)+* Employment Agreement dated as of September 5, 2000 between the
Company and Kenneth A. Paladino.
10(b)(8)+* Employment Agreement dated as of June 30, 2000 between the
Company and Thomas J. Guzek.
-14-
<PAGE>
10(c)(1)(A) Equipment Lease dated July 18, 1991 between PRC Leasing, Inc.
("PRC") and the Company. Incorporated by reference to Exhibit
10(b)(57) to the Company's Current Report on Form 8-K for the
month of July 1991 (File No. 1-8048).
10(c)(1)(B) Amendment dated July 18, 1992 to Equipment Lease dated July
18, 1991 between the Company and PRC. 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 (File No.
1- 8048).
10(c)(1)(C) Second Amendment dated February 25, 1993 to Equipment Lease
dated July 18, 1991 between the Company and PRC. Incorporated
by reference to Exhibit 10(b)(7) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 25, 1993
(File No. 1-8048).
10(c)(1)(D) Restated Third Amendment dated December 14, 1993 to Equipment
Lease dated July 18, 1991 between the Company and PRC.
Incorporated by reference to Exhibit 4(d) to Amendment No. 2
to the Schedule 13D filed by Alfred J. Roach (File No.
1-8048).
10(c)(1)(E)* Fourth Amendment dated June 27, 2000 to Equipment Lease dated
July 18, 1991 between the Company and PRC.
10(d)(1) Lease Contract dated April 27, 1998 between the Company and
Puerto Rico Industrial Development Company. Incorporated by
reference to Exhibit 10(a) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 1998 (File
No. 1-8048).
10(d)(2) Consolidated Contract of Lease Renewal and Construction dated
February 1, 1994 between TII Dominicana, Inc., a subsidiary of
the Company, and The Industrial Development Corporation of the
Dominican Republic. Incorporated by reference to Exhibit
10(g)(2) to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995 (File No. 1-8048).
10(e)(1) Form of Warrant issued to the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.1 to the Company's Report on Form 8-K dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(e)(2) Securities Purchase Agreement dated as of January 26, 1998 by
and among the Company and the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.2 to the Company's Report on Form 8-K/A dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(e)(3) Registration Rights Agreement dated as of January 26, 1998 by
and among the Company and the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.3 to the Company's Report on Form 8-K/A dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(f)(1)* Form of Warrant issued to the investors in the Company's June
8, 2000 private placement and underlying the Unit Purchase
Option.
10(f)(2)* Subscription Agreement and Investor Information Statement,
including registration rights undertaking of the Company, by
and among the Company and the investors in the Company's June
8, 2000 private placement.
10(f)(3)* Placement Agent Agreement dated as of May 15, 2000 by and
among the Company and M.H. Meyerson & Co., Inc., as placement
agent, with respect to the Company's June 8, 2000 private
placement.
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<PAGE>
10(f)(4)* Form of Unit Purchase Option issued to the placement agent for
Company's June 8, 2000 private placement.
21o Subsidiaries of the Company.
23* Consent of independent public accountants.
27* Financial data schedule (filed electronically only).
-----------------
o Filed herewith.
* Filed with the initial filing of this Report.
+ Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated June 8, 2000 (date
of earliest event reported) reporting under Item 5 - Other Events.
Subsequent to the end of the fourth fiscal 2000 quarter, the Company
filed a Current Report on Form 8-K dated July 31, 2000 (date of
earliest event reported) reporting under Item 5 - Other Events. No
financial statements were filed with either Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
------------------------------------
Timothy J. Roach
Chief Executive Officer and
President
Dated: October 26, 2000
-16-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
2 Asset Purchase Agreement, dated February 26, 1999, by and
between TII-Ditel, Inc. and Ditel, Inc.
3(a)(1) Restated Certificate of Incorporation of the Company, as filed
with the Secretary of State of the State of Delaware on
December 10, 1996. Incorporated by reference to Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 1996 (File No. 1-8048).
3(a)(2) Certificate of Designation, as filed with the Secretary of
State of the State of Delaware on January 26, 1998.
Incorporated by reference to Exhibit 4.1 to the Company's
Report on Form 8-K dated (date of earliest event reported)
January 26, 1998. (File No. 1-8048).
3(a)(3) Certificate of Designation, as filed with the Secretary of
State of the State of Delaware on May 15, 1998. Incorporated
by reference to Exhibit 4.1 to the Company's Report on Form
8-K dated (date of earliest event reported) May 7, 1998 (File
No. 1-8048).
3(b) By-laws of the Company, as amended. Incorporated by reference
to Exhibit 4.02 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 33- 64980).
4(a) Rights Agreement, dated as of May 15, 1998, between the
Company and Harris Trust & Savings Bank formerly Harris Trust
of Chicago). Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated (date of earliest
event reported) May 7, 1998 (File No. 1-8048).
4(b)(1)(A) Revolving Credit, Term Loan and Security Agreement among
Company, TII Corporation and GMAC Commercial Credit LLC
(successor of BNY Financial Corporation) ("Lender").
Incorporated by reference to Exhibit 4(a)(i) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 27, 1998 (File No. 1-8048).
4(b)(1)(B) Letter Agreement for Consent and Amendment dated as of July
22, 1999 between the Company, TII Corporation and the Lender.
Incorporated by reference to Exhibit 4(b)(1)(B) to the
Company's Annual Report on Form 10-K for the year ended June
25, 1999 (File No. 1-8048).
4(b)(2) Revolving Credit, Term Loan and Security Agreement between
Crown Tool & Die Company, Inc. and Lender. Incorporated by
reference to Exhibit 4(a)(ii) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(3) Guaranty of Company to Lender. Incorporated by reference to
Exhibit 4(b)(i) to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(4) Guaranty of TII International, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(ii) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(5) Guaranty of Telecommunications Industries, Inc. to Lender.
Incorporated by reference to Exhibit 4(b)(iii) to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 27,1998 (File No. 1-8048).
-17-
<PAGE>
4(b)(6) Guaranty of TII Dominicana, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(iv) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(7) Guaranty of TII Corporation to Lender. Incorporated by
reference to Exhibit 4(b)(v) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 1998 (File
No. 1-8048).
4(b)(8) Guaranty of TII-Ditel, Inc. to Lender. Incorporated by
reference to Exhibit 4(b)(vi) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 27,
1998 (File No. 1-8048).
4(b)(9) General Security Agreement from Telecommunications Industries,
Inc. in favor of Lender. Incorporated by reference to Exhibit
4(c)(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(10) General Security Agreement from TII International, Inc. in
favor of Lender. Incorporated by reference to Exhibit 4(c)(ii)
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
4(b)(11) General Security Agreement from TII Dominicana, Inc. in favor
of Lender. Incorporated by reference to Exhibit 4(c)(iii) to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
4(b)(12) Stock Pledge and Security Agreement from Company in favor of
Lender. Incorporated by reference to Exhibit 4(d)(i) to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 27, 1998 (File No. 1-8048).
4(b)(13) Stock Pledge and Security Agreement from TII Corporation in
favor of Lender. Incorporated by reference to Exhibit 4(d)(ii)
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 1998 (File No. 1-8048).
4(b)(14) Stock Pledge and Security Agreement from TII International,
Inc. in favor of Lender. Incorporated by reference to Exhibit
4(d)(iii) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(15) Patent Collateral Assignment and Security Agreement between
Company and Lender. Incorporated by reference to Exhibit
4(e)(i) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 27, 1998 (File No. 1-8048).
4(b)(16) Trademark Collateral Assignment and Security Agreement between
Company and Lender. Incorporated by reference to Exhibit
4(e)(ii) to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 27, 1998 (File No. 1-8048).
10(a)(1)+ 1986 Stock Option Plan of the Company, as amended.
Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1996 (File No. 1-8048).
10(a)(2)+ 1994 Non-Employee Director Stock Option Plan, as amended.
Incorporated by reference to Exhibit 99.01 to the Company's
Registration Statement on Form S-8, No. 33-64965.
10(a)(3)+ 1995 Stock Option Plan, as amended. Incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 26, 1997 (File No.
1-8048).
10(a)(4)+ 1998 Stock Option Plan. Incorporated by reference to Exhibit A
to the Company's Proxy Statement dated November 6, 1998 (File
No. 1-8048).
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<PAGE>
10(b)(1)+ Amended and Restated Employment Agreement dated as of August
1, 1997 between the Company and Timothy J Roach. Incorporated
by reference to Exhibit 10(b)(1) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 27, 1997
(File No. 1-8048).
10(b)(2)+ Amended and Restated Employment Agreement dated as of May 1,
1997 between the Company and Carl H. Meyerhoefer. Incorporated
by reference to Exhibit 10(b)(2) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 27, 1997
(File No. 1-8048).
10(b)(3) Intentionally omitted.
10(b)(4)+ Employment Agreement dated as of January 21, 1998 between the
Company and James A. Roach. Incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 26, 1997 (File No.
1-8048).
10(b)(5)+ Amended and Restated Employment Agreement dated as of May 1,
1997 between the Company and Paul G. Sebetic. Incorporated by
reference to Exhibit 10(b)(2) to the Company's Registration
Statement on Form S-2 (File No. 333-38467).
10(b)(6)+ Amended and Restated Employment Agreement dated as of March 9,
1998 between the Company and George S. Katsarakes.
Incorporated by reference to Exhibit 10(b)(6) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 26,
1998 (File No. 1-8048)
10(b)(7)+* Employment Agreement dated as of September 5, 2000 between the
Company and Kenneth A. Paladino.
10(b)(8)+* Employment Agreement dated as of June 30, 2000 between the
Company and Thomas J. Guzek.
10(c)(1)(A) Equipment Lease dated July 18, 1991 between PRC Leasing, Inc.
("PRC") and the Company. Incorporated by reference to Exhibit
10(b)(57) to the Company's Current Report on Form 8-K for the
month of July 1991 (File No. 1-8048).
10(c)(1)(B) Amendment dated July 18, 1992 to Equipment Lease dated July
18, 1991 between the Company and PRC. 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 (File No.
1- 8048).
10(c)(1)(C) Second Amendment dated February 25, 1993 to Equipment Lease
dated July 18, 1991 between the Company and PRC. Incorporated
by reference to Exhibit 10(b)(7) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 25, 1993
(File No. 1-8048).
10(c)(1)(D) Restated Third Amendment dated December 14, 1993 to Equipment
Lease dated July 18, 1991 between the Company and PRC.
Incorporated by reference to Exhibit 4(d) to Amendment No. 2
to the Schedule 13D filed by Alfred J. Roach (File No.
1-8048).
10(c)(1)(E)* Fourth Amendment dated June 27, 2000 to Equipment Lease dated
July 18, 1991 between the Company and PRC.
10(d)(1) Lease Contract dated April 27, 1998 between the Company and
Puerto Rico Industrial Development Company. Incorporated by
reference to Exhibit 10(a) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 1998 (File
No. 1-8048).
10(d)(2) Consolidated Contract of Lease Renewal and Construction dated
February 1, 1994 between TII Dominicana, Inc., a subsidiary of
the Company, and The Industrial Development Corporation of the
Dominican Republic. Incorporated by
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<PAGE>
reference to Exhibit 10(g)(2) to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995 (File No.
1-8048).
10(e)(1) Form of Warrant issued to the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.1 to the Company's Report on Form 8-K dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(e)(2) Securities Purchase Agreement dated as of January 26, 1998 by
and among the Company and the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.2 to the Company's Report on Form 8-K/A dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(e)(3) Registration Rights Agreement dated as of January 26, 1998 by
and among the Company and the investors in the Company's
January 26, 1998 private placement. Incorporated by reference
to Exhibit 99.3 to the Company's Report on Form 8-K/A dated
(date of earliest event reported) January 26, 1998. (File No.
1-8048).
10(f)(1)* Form of Warrant issued to the investors in the Company's June
8, 2000 private placement and underlying the Unit Purchase
Option.
10(f)(2)* Subscription Agreement and Investor Information Statement,
including registration rights undertaking of the Company, by
and among the Company and the investors in the Company's June
8, 2000 private placement.
10(f)(3)* Placement Agent Agreement dated as of May 15, 2000 by and
among the Company and M.H. Meyerson & Co., Inc., as placement
agent, with respect to the Company's June 8, 2000 private
placement
10(f)(4)* Form of Unit Purchase Option issued to the placement agent for
Company's June 8, 2000 private placement.
21o Subsidiaries of the Company.
23* Consent of independent public accountants.
27* Financial data schedule (filed electronically only).
-----------------
o Filed herewith.
* Filed with the initial filing of this Report.
+ Management contract or compensatory plan or arrangement.
-20-
