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 1^st day of August, 2012.

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