UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No......... )*
TII Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
872479209
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(CUSIP Number)
Norman H. Pessin, Neuberger & Berman, LLC, 605 Third Ave., 19th Floor,
New York, NY 10158
(tel: 212-476-5654)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
4/25/00
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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 the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.)(See Rule
13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
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Page 1 of 5 Pages
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the putpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 5 Pages
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1) Names of Reporting Persons, S.S or I.R.S. Identification Nos of Above
Persons:
IRA Rollover F/B/O Norman H. Pessin
Norman H. Pessin
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions)
PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
of 2(e)
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6) Citizenship or Place of Organization: USA
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Number of 7) Sole Voting Power: 474,500
Shares 12,500
Beneficially -----------------------------------------------------------------
owned by each 8) Shared Voting Power:
Reporting ------------
Person with
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9) Sole Dispositive Power: 574,500
12,500
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10) Shared Dispositive Power:
------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
574,500
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12) Check if the Aggregate Amount in Row (11) Excludes certain shares: N/A
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13) Percent of Class Represented by Amount in Row (11): 5.78; 0
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14) Type of Reporting Person (See Instructions): IN
Page 3 of 5 Pages
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ITEM 1: IDENTITY AND BACKROUND
(a) Norman H. Pessin
(b) Norman H. Pessin, Neuberger & Berman, LLC, 605 Third Ave., 19th Floor,
New York, NY 10158
(c) Retired
(d) None
(e) None
(f) USA
ITEM 3: SOURCE AND AMOUNT OF FUNDS
A total of 474,500 shares were purchased for $868,766 with funds in the
IRA Rollover Account F/B/O Norman Pessin. A total of 12,500 shares were
purchased with $14,766 of personal funds by Mr. Pessin.
ITEM 4: PURPOSE OF TRANSACTION
The shares were purchased for investment. The filer reserves the right to
seek changes in the management of the issuer in the future or in its business.
No such plans currently exist.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) The IRA Rollover Account beneficially owns 574,500 or 5.78% of the
outstanding shares of Common Stock of the issuer. Of such shares, 100,000 are
represented by currently exercisable options.
Norman H. Pessin personally owns 12,500 shares of the Issuer's Common
Stock, constituting .001% thereof.
(b) The IRA Rollover Account has sole power of disposition over the
574,500 shares and sole power to vote the 474,500 shares.
(c) On April 25, 2000 the IRA Rollover Account entered into an agreement
with the issuer pursuant to which the IRA Rollover Account purchased a Finance
Agreement, related Promissory Note and an Option from the Overseas Private
Investment Corporation for $750,000. Pursuant to the Agreement the Note was
exchanged for 375,000 shares of the Issuer's Common Stock. Pursuant to the
Agreement, the IRA Rollover Account acquired an Option to acquire 100,000 shares
of the Issuer's Common Stock for a price of $2.50 per share.
(d) Not Applicable
(e) Not Applicable
Page 4 of 5 Pages
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ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The IRA Rollover Account is party to the Agreement described in Item 5(c)
pursuant to which it holds an option to acquire 100,000 shares of the Issuer's
Common Stock for a price of $2.50 per share. The Option expires on July 18,
2003.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
1. Agreement dated as of April 25, 2000 between TII Industries, Inc. and
F/B/O Norman Pessin.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
IRA ROLLOVER ACCOUNT F/B/O NORMAN PESSIN
IRA ROLLOVER ACCOUNT F/B/O NORMAN PESSIN
By: /s/ Norman Pessin
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Norman Pessin
Signature: /s/ Norman Pessin
---------------------------------
Norman Pessin
May 24, 2000
Norman Pessin
/s/ Norman Pessin
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Name/Title
Page 5 of 5 Pages
AGREEMENT
AGREEMENT, dated as of April 25, 2000, among TII Industries, Inc., a
Delaware corporation (the "Company"), and FBO Norman Pessin IRA Rollover (the
"Assignee").
WHEREAS, the Company is a party to a Finance Agreement, dated as of June
26, 1991 (as amended from time to time, the "Finance Agreement"), with Overseas
Private Investment Corporation ("OPIC") pursuant to which, among other things,
OPIC made a $750,000 Convertible Loan (the "Convertible Loan") to the Company,
which is presently convertible into common stock of the Company at a conversion
price of $2.50 per share; and
WHEREAS, OPIC desires to sell the Finance Agreement, related Promissory
Note (the "Note") and the Option dated July 18, 1991 granted by the Company to
OPIC to purchase shares of the Company's common stock (the "Option"); and
WHEREAS, the Assignee is willing to purchase such instruments on the
condition that the Company agree to (a) reduce the conversion price of the
Convertible Loan to $2.00 per share for the Assignee and (b) waive its right to
repurchase the shares issuable upon conversion of the Conversion Loan (the
"Conversion Shares"); (c) consent to the assignment of the Option (which is
assignable by OPIC only with the consent of the Company) to Assignee; and (d)
extend the Expiration Date of the Option by two years;
WHEREAS, the Company is willing to so agree provided that the Assignee (a)
immediately convert the Convertible Loan and (b) terminates the Finance
Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
<PAGE>
1. Subject to the assignment of the Finance Agreement, the Note and the
Option by OPIC to Assignee occurring on or prior to April 30, 2000;
(a) the conversion price of the Convertible Loan is reduced so that
the conversion price in effect on the date of conversion is $2.00 per share;
(b) Assignee fully converts the Convertible Loan into an aggregate
of 375,000 shares of the Company's common stock, and promptly following receipt
by the Company of the Note and Finance Agreement, as contemplated in clause (c)
below, the Company shall cause to be issued to Assignee stock certificates
evidencing such shares, free from restrictive legend or stop transfer
instructions;
(c) Assignee will deliver the Note and Finance Agreement to the
Company on or prior to May 3, 2000 (together with an executed copy of the
assignment instrument in the form annexed hereto from OPIC to Assignee);
(d) the Finance Agreement is terminated;
(e) the Company consents to the transfer and assignment of the
Option to Assignee;
(f) all references in the Option are to the Assignee in lieu of
OPIC;
(g) The Expiration Date of the Option shall be extended from July
18, 2001 to July 18, 2003, or if said date shall in the State of New York be a
holiday or a day on which banks are authorized to close, then the following day
which in the State of New York is not a holiday or day on which banks are
authorized to close; and
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(h) all notices to Assignee under the Option shall be to it at the
following address: FBO Norman Pessin IRA Rollover, Neuberger Berman LLC
Custodian, 605 Third Avenue, New York, NY 10158.
2. The Company and Assignee acknowledge that, after giving effect to the 1
for 2-1/2 reverse split previously effectuated by the Company, the Option
currently entitles the holder thereof to purchase up to an aggregate of 100,000
shares of the Company's common stock at a current exercise price of $2.50 per
share.
3. The Company represents and warrants to the Assignee that the Conversion
Shares will be validly issued, fully paid and non-assessable and, may be sold by
Assignee without the requirement to be registered under the Securities Act of
1933, as amended (the "Act"), in reliance upon the exemption from the
registration provisions of the Act provided by Section 4(1) thereof by reason of
paragraph (k) of Rule 144 promulgated under the Act.
4. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. No amendment,
modification or waiver of any provision of this Agreement shall be effective
unless the same shall be in writing and signed by the party to be charged and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their successors and assigns.
The provisions of this Agreement are severable, and if any provision shall be
held invalid or unenforceable in whole or in part in
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any jurisdiction, then such invalidity or unenforceability shall not in any
manner affect such provision in any other jurisdiction or any other provision of
this Agreement in any jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized offices as of the date first
above written.
TII INDUSTRIES, INC.
By: /s/ Paul Sebetic
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Name: Paul Sebetic
Title: VP Finance
FBO NORMAN PESSIN IRA ROLLOVER
By: /s/ Norman Pessin
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Name: Norman Pessin
Title:
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