-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjdNWmKnY4/BSwJgusvY3+9e0C9vNiCza70F7od4Wq9DBqNHQWiBBlCjba6F89MI NEHZCbOVUgN2UbnAD/puMg== 0000910680-03-000109.txt : 20030212 0000910680-03-000109.hdr.sgml : 20030212 20030212163224 ACCESSION NUMBER: 0000910680-03-000109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROACH TIMOTHY J CENTRAL INDEX KEY: 0000943425 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAQUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5167895000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TII NETWORK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000277928 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 660328885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12573 FILM NUMBER: 03554925 BUSINESS ADDRESS: STREET 1: 1385 AKRON ST CITY: COPIAGUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5167895000 MAIL ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAGUE STATE: NY ZIP: 11726 FORMER COMPANY: FORMER CONFORMED NAME: TII INDUSTRIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 d782468-1.txt TIMOTHY ROACH - AMEND # 6 - 12/08/2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) TII Network Technologies, Inc. ------------------------------ (Name of issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 872479 20 9 ----------- (CUSIP Number) Leonard W. Suroff, Esq. c/o TII Network Technologies, Inc. 1385 Akron Street Copiague, New York 11726 (631) 789-5000 ----------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 8, 2001 ---------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * 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 on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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). Page 1 of 11 Pages CUSIP No. 872479 20 9 Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Timothy J. Roach - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 900,013 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 0 By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 900,013 Person With ------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 900,013 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 7.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 872479 20 9 Page 3 of 11 Pages - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 6 to Schedule 13D is being filed by Timothy J. Roach. Mr. Roach filed an original Schedule 13D dated December 7, 1988 (the "Original 13D"). The Original 13D was amended by Amendment No. 1 dated August 20, 1992 ("Amendment No. 1"), Amendment No. 2 dated March 30, 1995 ("Amendment No. 2"), Amendment No. 3 dated September 27, 1995 ("Amendment No. 3"), Amendment No. 4 dated December 8, 1998 ("Amendment No. 4") and Amendment No. 5 dated June 22, 1999 ("Amendment No. 5"). The Original 13D, as heretofore amended, is referred to as the "Existing 13D." Capitalized terms which are used herein but are not defined herein shall have the meaning ascribed to them in the Existing 13D. Items 5, 6 and 7 of the Existing 13D are amended to read in their entirety as follows: ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, $.01 par value per share ("Common Stock"), of TII Network Technologies, Inc. (the "Company"). The principal executive offices of the Company are located at 1385 Akron Street, Copiague, New York 11726. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Timothy J. Roach. (b) The business address of Mr. Roach is c/o TII Network Technologies, Inc., 1385 Akron Street, Copiague, New York 11726. (c) The principal occupation or employment of Mr. Roach is President, Chief Executive Officer and Vice Chairman of the Board of the Company. Mr. Roach is also a director of the Company. The Company designs, produces and markets lightning and surge protection products, network interface devices, station electronic and other products to United States telephone operating companies, including the Regional Bell Operating Companies, independent operating companies, competitive local exchange carriers, original equipment manufacturers and multi-system operators of communications services. (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. CUSIP No. 872479 20 9 Page 4 of 11 Pages - -------------------------------------------------------------------------------- ITEM 5. INTEREST IN SECURITY OF THE ISSUER. (a) & (b) The following table sets forth the separate beneficial ownership (and information concerning voting and dispositive power) of Timothy J. Roach as of February 10, 2003: Number of Percent Name Shares (1) of Class (1) - ---- ------ -------- Timothy J. Roach 900,013 (1) 7.5% (2) (c)(i) On December 1, 1998, Mr. Roach acquired 10,000 shares of Common Stock for $62,753.50 in an open market purchase. (ii) On December 3, 1991, Mr. Roach purchased 2,880 shares of Common Stock underlying an option previously granted to him under the Company's 1986 Stock Option Plan at an exercise price of $3.125 per share. See paragraph (c)(xi) below for information regarding the restructuring of this option. (iii) Effective August 7, 1992, Mr. Roach exchanged, in the Private Placement, 2,500 shares of the Company's Series B Preferred Stock, acquired by him from the Company on February 3, 1992 for $250,000, for 100,000 shares of Common Stock and Warrants entitling him to purchase 100,000 shares of Common Stock until August 6, 1995 at an exercise price of $5.00 per share. (iv) On February 5, 1993, Mr. Roach purchased 3,200 shares of Common Stock underlying an option previously granted to him under the Company's 1986 Stock Option Plan at an exercise price of $3.125 per share. See paragraph (c)(xi) below for information regarding the restructuring of this option. - -------- (1) Timothy J. Roach has sole voting and dispositive power with respect to the shares owned by him. Includes 535,045 outstanding shares owned by Mr. Roach. Includes 968 shares owned by Mr. Roach's wife (who has sole voting and dispositive power with respect to such shares and as to which Mr. Roach disclaims beneficial ownership) and 364,000 shares subject to options to purchase Common Stock held by Mr. Roach under the Company's stock option plans to the extent such options are exercisable within 60 days of February 10, 2003. (2) Percent of Class is based on 11,682,284 shares of Common Stock actually outstanding on February 10, 2003 plus the 364,000 shares subject the portion of options held by Mr. Roach that are exercisable on or within 60 days of February 10, 2003. CUSIP No. 872479 20 9 Page 5 of 11 Pages - -------------------------------------------------------------------------------- (v) On September 14, 1994, Mr. Roach was granted an option to purchase 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, in five equal annual installments commencing September 14, 1996 and expiring on September 13, 2004. See paragraph (c)(xi) below for information regarding the restructuring of this option. (vi) 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, in five equal annual installments commencing May 15, 1996 and expiring on May 14, 2005. See paragraph (c)(xi) below for information regarding the restructuring of this option. (vii) On September 27, 1995, in accordance with the provisions of the Company's Restated Certificate of Incorporation, as amended, the 27,680; 968; and 2,240 shares of the Company's Class B Stock (having generally 10 votes per share) owned by Mr. Roach directly, Mr. Roach's wife and Mr. Roach as custodian for his children, respectively, were converted into an equal number of shares of the Company's Common Stock (having 1 vote per share). (viii) 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, in five equal annual installments commencing July 25, 1997 and expiring July 24, 2006. See paragraph (c)(x) below for information regarding the restructuring of this option. (ix) On December 30, 1997, Mr. Roach was granted an option to purchase up to 100,000 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, in five equal annual installments commencing December 30, 1998 and expiring on December 29, 2007. See paragraph (c)(x) below for information regarding the restructuring of this option. (x) 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 150,000 shares of Common Stock under the Company's 1995 Stock Option Plan (the "1995 Plan") by reducing the exercise price of such options to $1.563 per share, providing a new ten year term which expires on October 7, 2008, with such modified options becoming exercisable in five equal annual installments commencing October 8, 1999. This modification may be considered a cancellation of the old options and a grant of a new option under the 1995 Plan. The 1995 Plan contains a limit on the number of shares of Common Stock for which options may be granted to any person in a calendar year to 100,000. With the foregoing limit in mind, the Board of Directors of the Company intended to modify options as to 100,000 of such 150,000 shares in 1999, but the options with respect to all 150,000 shares were inadvertently CUSIP No. 872479 20 9 Page 6 of 11 Pages - -------------------------------------------------------------------------------- modified on October 8, 1998. On March 19, 1999, certain stockholders of the Company commenced a purported class action lawsuit against the Company and its directors in the Court of Chancery of the State of Delaware in and for New Castle County. The lawsuit alleged, among other things, that all options modified by the Company on October 8, 1998 were invalid. On April 7, 1999, counsel for the plaintiffs and counsel for the defendants entered into a Memorandum of Understanding (the "Memorandum of Understanding") pursuant to which an agreement in principle was reached to settle the lawsuit. The Memorandum of Understanding was embodied in a formal Stipulation of Settlement entered into on May 25, 1999 (the "Stipulation of Settlement"). The settlement was subsequently approved by the Court and the action dismissed with prejudice, on the merits and without costs (except for a maximum of $300,000 for plaintiffs' attorneys' fees and expenses). Pursuant to the Memorandum of Understanding and the Stipulation of Settlement, among other things, the October 8, 1998 modification was corrected and restated to cover 100,000 shares of Common Stock which remain exercisable at a price of $1.563 per share until October 7, 2008 and continue to become exercisable in five equal annual installments commencing October 8, 1999. Options to purchase 50,000 shares originally modified on October 8, 1998 were modified on April 7, 1999 so that they are exercisable at an exercise price of $1.594 per share until April 6, 2009 and become exercisable, on a cumulative basis, in five equal annual installments commencing April 7, 2000. All such options, to purchase 150,000 shares, were specifically stated not to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. (xi) On December 8, 1998, the Board of Directors of the Company offered Mr. Roach the right (which Mr. Roach accepted on that date) to cancel his existing options granted on January 9, 1992 (to purchase 30,000 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 new options to purchase an aggregate of 230,000 shares of Common Stock under the Company's 1998 Stock Option Plan. Similar offers were made to all other Option holders under the Company's 1986 Stock Option Plan with respect to all of their options under the Company's 1986 Stock Option Plan. The new option 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. (xii) On May 30, 2000, Mr. Roach was granted an option to purchase up to 50,000 shares of Common Stock under the Company's 1998 Stock Option Plan at an exercise price of $1.656 per share, which option is exercisable, on a cumulative basis, in five equal annual installments commencing May 30, 2001 and expiring on May 29, 2010. CUSIP No. 872479 20 9 Page 7 of 11 Pages - -------------------------------------------------------------------------------- (xiii) On January 25, 2001, Mr. Roach was granted an option to purchase up to 100,000 shares of Common Stock under the Company's 1998 Stock Option Plan at an exercise price of $1.063 per share, which option is exercisable, on a cumulative basis, in five equal annual installments commencing January 25, 2002 and expiring on January 24, 2011. (xiv) On August 6, 2001, Mr. Roach acquired 25,000 shares of Common Stock for $25,614.75 in an open market purchase. (xv) On August 30, 2002, Mr. Roach was granted an option to purchase up to 80,000 shares of Common Stock under the Company's 1998 Stock Option Plan at an exercise price of $.3355 per share, which option is exercisable, on a cumulative basis, in two equal annual installments commencing January 1, 2004 and expiring on August 29, 2007. (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. Mr. Roach holds options, granted under the Company's 1995 Stock Option Plan, to purchase (i) 100,000 shares of Common Stock at an exercise price of $1.563 per share, which options are exercisable, on a cumulative basis, in five equal annual installments commencing October 8, 1999 and expiring on October 7, 2008; and (ii) 50,000 shares of Common Stock at an exercise price of $1.594 per share, which options are exercisable, on a cumulative basis, in four equal annual installments commencing April 7, 2000 and expiring on April 6, 2009. Mr. Roach further holds options granted under the Company's 1998 Stock Option Plan to purchase (i) 230,000 shares of Common Stock at an exercise price of $2.313 per share, which options are exercisable, on a cumulative basis, in five equal annual installments commencing December 8, 1999 and expiring on December 7, 2008; (ii) 50,000 shares of Common Stock at an exercise price of $1.656 per share, which options are exercisable, on a cumulative basis, in five equal annual installments commencing May 30, 2001 and expiring on May 29, 2010; (iii) 100,000 shares of Common Stock at an exercise price of $1.063 per share, which options are exercisable, on a cumulative basis, in five equal annual installments commencing January 25, 2002 and expiring on January 24, 2011 and (iv) 80,000 shares of Common Stock at an exercise price of $.3355 per share which option is exercisable, on a cumulative basis, in two equal annual installments commencing January 1, 2004 and expiring on August 29, 2007. The foregoing summaries of agreements are qualified in their entirety by reference to the exhibits to this Schedule 13D. CUSIP No. 872479 20 9 Page 8 of 11 Pages - -------------------------------------------------------------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following are exhibits to this Statement: 1(a). Stock Option Agreement, dated December 24, 1991, between the Company and Timothy J. Roach. (Filed as Exhibit 4(a) to Amendment No. 1). 1(b). Stock Option Agreement, dated January 9, 1992, between the Company and Timothy J. Roach. (Filed as Exhibit 4(b) to Amendment No. 1). 1(c). Stock Option Agreement, dated September 14, 1994, between the Company and Timothy J. Roach. (Filed as Exhibit 1(c) to Amendment No. 2). 1(d). Stock Option Agreement, dated May 15, 1995, between the Company and Timothy J. Roach. (Filed as Exhibit 1(d) to Amendment No. 3). 1(e). Stock Option Agreement, dated July 25, 1996, between the Company and Timothy J. Roach. (Filed as Exhibit 1(e) to Amendment No. 4). 1(f). Stock Option Agreement, dated December 30, 1997, between the Company and Timothy J. Roach. (Filed as Exhibit 1(f) to Amendment No. 4). 1(g). Corrected and Restated Letter Agreement, dated October 8, 1998, between the Company and Timothy J. Roach. 1(h). Letter Agreement, dated December 8, 1998, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(h) to Amendment No. 4). 1(i). Stock Option Agreement, dated December 8, 1998, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(i) to Amendment No. 4). 1(j) Letter Agreement, dated April 7, 1999, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(j) to Amendment No. 5). 1(k).* Stock Option Agreement, dated May 30, 2000, between the Company and Timothy J. Roach. 1(l).* Stock Option Agreement, dated January 25, 2001, between the Company and Timothy J. Roach. 1(m).* Stock Option Agreement, dated August 30, 2002, between the Company and Timothy J. Roach. 5(a) Memorandum of Understanding between counsel to the plaintiffs and counsel to the defendants in the action entitled David H. Addis and Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J. Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr., William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale. (Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of earliest event reported): March 19, 1999). CUSIP No. 872479 20 9 Page 9 of 11 Pages - -------------------------------------------------------------------------------- (b) Stipulation of Settlement between counsel to the plaintiffs and counsel to the defendants in the action entitled David H. Addis and Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J. Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr., William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale. (Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of earliest event reported): May 25, 1999). - ---------- * Filed herewith 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: February 13, 2003 /s/ Timothy J. Roach ----------------------------- Timothy J. Roach CUSIP No. 872479 20 9 Page 10 of 11 Pages - -------------------------------------------------------------------------------- EXHIBIT INDEX ------------- 1(a). Stock Option Agreement, dated December 24, 1991, between the Company and Timothy J. Roach. (Filed as Exhibit 4(a) to Amendment No. 1). 1(b). Stock Option Agreement, dated January 9, 1992, between the Company and Timothy J. Roach. (Filed as Exhibit 4(b) to Amendment No. 1). 1(c). Stock Option Agreement, dated September 14, 1994, between the Company and Timothy J. Roach. (Filed as Exhibit 1(c) to Amendment No. 2). 1(d). Stock Option Agreement, dated May 15, 1995, between the Company and Timothy J. Roach. (Filed as Exhibit 1(d) to Amendment No. 3). 1(e). Stock Option Agreement, dated July 25, 1996, between the Company and Timothy J. Roach. (Filed as Exhibit 1(e) to Amendment No. 4). 1(f). Stock Option Agreement, dated December 30, 1997, between the Company and Timothy J. Roach. (Filed as Exhibit 1(f) to Amendment No. 4). 1(g). Corrected and Restated Letter Agreement, dated October 8, 1998, between the Company and Timothy J. Roach. 1(h). Letter Agreement, dated December 8, 1998, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(h) to Amendment No. 4). 1(i). Stock Option Agreement, dated December 8, 1998, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(i) to Amendment No. 4). 1(j) Letter Agreement, dated April 7, 1999, between the Company and Timothy J. Roach. (Filed as Exhibit No. 1(j) to Amendment No. 5). 1(k).* Stock Option Agreement, dated May 30, 2000, between the Company and Timothy J. Roach. 1(l).* Stock Option Agreement, dated January 25, 2001, between the Company and Timothy J. Roach. 1(m).* Stock Option Agreement, dated August 30, 2002, between the Company and Timothy J. Roach. 5(a) Memorandum of Understanding between counsel to the plaintiffs and counsel to the defendants in the action entitled David H. Addis and Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J. Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr., CUSIP No. 872479 20 9 Page 11 of 11 Pages - -------------------------------------------------------------------------------- William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale. (Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of earliest event reported): March 19, 1999). 5(b) Stipulation of Settlement between counsel to the plaintiffs and counsel to the defendants in the action entitled David H. Addis and Hemda Z. Addis v. TII Industries, Inc., Alfred J. Roach, Timothy J. Roach, Dorothy Roach, George S. Katsarakes, James R. Grover, Jr., William G. Sharwell, Dr. Joseph C. Hogan and C. Bruce Barksdale. (Filed as Exhibit 99.1 to the Company's Form 8-K dated (Date of earliest event reported): May 25, 1999). - ---------- * Filed herewith EX-1 3 d782698-1.txt EXH. 1(K) - 05/30/2000 INCENTIVE STK OPT CONTRACT EXHIBIT 1(k) ------------ TII INDUSTRIES, INC. 1998 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT ------------------------------- THIS INCENTIVE STOCK OPTION CONTRACT entered into as of May 30, 2000 between TII INDUSTRIES, INC., a Delaware corporation (the "Company"), and Timothy 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 50,000 shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") at an exercise price of $1.656 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 May 30, 2001, 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. 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. -2- 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 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. -3- 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. 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/ Timothy J. Roach -------------------------------------- Timothy J. Roach, Optionee P.O. Box 764 Stoneybrook, NY 11790 -------------------------------------- Address - -4- EX-1 4 d782680-1.txt EXH. 1(L) - 01/25/01 INCENTIVE STK OPT. CONTRACT EXHIBIT 1(l) ------------ TII INDUSTRIES, INC. 1998 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT ------------------------------- THIS INCENTIVE STOCK OPTION CONTRACT entered into as of January 25, 2001 between TII INDUSTRIES, INC., a Delaware corporation (the "Company"), and Timothy 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 100,000 shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") at an exercise price of $1.063 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 January 25, 2002, at which time it shall become exercisable as to 20,000 shares of Common Stock, and as to an additional 20,000 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 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. -2- 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 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. -3- 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. 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/ Timothy J. Roach --------------------------------------- Timothy J. Roach, Optionee P.O. Box 764 Stoneybrook, NY 11790 --------------------------------------- Address -4- EX-1 5 d886588-1.txt EXH. 1(M) - 08/30/02 INCENTIVE STK OPT. CONTRACT EXHIBIT 1(m) ------------ TII NETWORK TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT ------------------------------- THIS INCENTIVE STOCK OPTION CONTRACT entered into as of August 30, 2002 between TII NETWORK TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and Timothy 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 80,000 shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") at an exercise price of $0.3355 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 five years from the date hereof, subject to earlier termination as provided in the Plan. However, this option shall not be exercisable until January 1, 2004, 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 January 1, 2005. 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 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. -2- 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 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. -3- 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. 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 NETWORK TECHNOLOGIES, INC. By: /s/ Timothy J. Roach ---------------------------------- Timothy J. Roach, President /s/ Timothy J. Roach -------------------------------- Timothy J. Roach, Optionee 5 Piper Lane Head of Harbor, NY 11780 ------------------------------------- Address -4- -----END PRIVACY-ENHANCED MESSAGE-----