0001144204-12-042204.txt : 20120801 0001144204-12-042204.hdr.sgml : 20120801 20120801093745 ACCESSION NUMBER: 0001144204-12-042204 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 FILER: 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: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-47109 FILM NUMBER: 12998674 BUSINESS ADDRESS: STREET 1: 141 RODEO DRIVE CITY: EDGEWOOD STATE: NY ZIP: 11717 BUSINESS PHONE: 631-789-5000 MAIL ADDRESS: STREET 1: 141 RODEO DRIVE CITY: EDGEWOOD STATE: NY ZIP: 11717 FORMER COMPANY: FORMER CONFORMED NAME: TII NETWORK TECHNOLOGIES INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: TII INDUSTRIES INC DATE OF NAME CHANGE: 19920703 POS AM 1 v319808_posam.htm POST EFFECTIVE AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on August 1, 2012

 

Registration No.

33-64963, 333-47105, 333-47109,

333-47111, 333-90197, 333-41998

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 33-64963

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-47105

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-47109

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-47111

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-90197

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-41998

 

UNDER THE SECURITIES ACT OF 1933

 

 

 

Tii Network Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   66-0328885

(State or other jurisdiction

of incorporation or organization) 

(I.R.S. employer

identification no.) 

 

141 Rodeo Drive

Edgewood, New York 11717

(Address of Principal Executive Offices)

 

Parag Mehta

President

Tii Network Technologies, Inc.

141 Rodeo Drive

Edgewood, New York 11717

(631) 789-5000

(Name, Address and Telephone Number,

including Area Code, of Agent for Service)

 

 

 

Copy to:

Matthew C. Dallett

Edwards Wildman Palmer LLP

111 Huntington Avenue

Boston, Massachusetts 02199-7613

Tel: (617) 239-0100

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non accelerated filer ¨ Smaller reporting company x
    (Do not check if a smaller
reporting company)		  

 

 
 

 

DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments, filed by Tii Network Technologies, Inc., a Delaware corporation (the “Company”), deregister all securities remaining unissued under the following Registration Statements on Form S-3 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”):

 

·Registration Statement on Form S-3 (No. 33-64963), filed on December 13, 1995.
·Registration Statement on Form S-3 (No. 333-47105), filed on February 27, 1998, as amended by Amendment No. 1, filed on May 15, 1998 and Amendment No. 2, filed on June 1, 1998.
·Registration Statement on Form S-3 (No. 333-47109), filed on February 27, 1998, as amended by Amendment No. 1, filed on June 10, 1998 and Amendment No. 2, filed on July 2, 1998.
·Registration Statement on Form S-3 (No. 333-47111), filed on February 27, 1998, as amended by Amendment No. 1, filed on June 10, 1998.
·Registration Statement on Form S-3 (No. 333-90197), filed on November 3, 1999, as amended by Amendment No. 1, filed on December 23, 1999 and Amendment No. 2, filed on February 1, 2000.
·Registration Statement on Form S-3 (No. 333-41998), filed on July 21, 2000, as amended by Amendment No. 1, filed on December 6, 2000.

 

On May 13, 2012, the Company entered into an Agreement and Plan of Merger with Kelta, Inc., a Delaware corporation (“Parent”), and Kelta Networks, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation as a wholly-owned subsidiary of Parent. The Merger became effective on July 31, 2012, pursuant to the Articles of Merger filed with the Secretary of State of the State of Delaware.

 

The Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Edgewood, State of New York, on this 1st day of August, 2012.

 

 

  TII NETWORK TECHNOLOGIES, INC.
   
   
  By:  /s/ Parag Mehta
    Name: Parag Mehta
Title:   President and Director