-----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, JN/NFWlB55YokvH0ltQcw0Y2y6KGCfBNZSqKZpQaUVjoW9WE3u4Cg7z7XqCQ24l/ qpElNp10BClYKv9BkwH8Bg== 0000910680-99-000121.txt : 19990317 0000910680-99-000121.hdr.sgml : 19990317 ACCESSION NUMBER: 0000910680-99-000121 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TII INDUSTRIES INC CENTRAL INDEX KEY: 0000277928 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 660328885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12573 FILM NUMBER: 99566378 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROACH TIMOTHY J CENTRAL INDEX KEY: 0000943425 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1385 AKRON STREET CITY: COPIAQUE STATE: NY ZIP: 11726 BUSINESS PHONE: 5167895000 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 4) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) TII Industries, Inc. ----------------------------------------------------------------------- (Name of issuer) Common Stock, $.01 par value ----------------------------------------------------------------------- (Title of Class of Securities) 872479 20 9 ----------------------------------------------------------------------- (CUSIP Number) Timothy J. Roach c/o TII Industries, Inc. 1385 Akron Street Copiague, New York 11726 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 8, 1998 ----------------------------------------------------------------------- (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 this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Page 1 of 9 Pages Page 2 of 9 Pages CUSIP No. 872479 20 9 Response to Question 1: Timothy J. Roach Response to Question 2: N/A Response to Question 3: SEC USE ONLY Response to Question 4: PF Response to Question 5: N/A Response to Question 6: United States Response to Question 7: 510,045 Response to Question 8: 0 Response to Question 9: 510,045 Response to Question 10: 0 Response to Question 11: 510,045 Response to Question 12: X Response to Question 13: 6.1% Response to Question 14: IN Page 3 of 9 Pages CUSIP No. 872479 20 9 INTRODUCTION This Amendment No. 4 to Schedule 13D is being filed by Timothy J. Roach. Mr. Roach filed an original Schedule 13D dated December 7, 1998 (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") and Amendment No. 3 dated September 27, 1995 ("Amendment No. 3"). The Original 13D, as heretofore amended, is referred to as the "Existing 13D." Items 2, 3, 5 and 6 of the Existing 13D are amended to read in their entirety as follows: 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 Industries, 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 TII Industries, Inc. (the "Company"). Mr. Roach is also a director of the Company. The Company is a leading supplier to United States telephone operating companies ("Telcos") of overvoltage surge protectors. The Company also supplies Telcos with network interface devices (NIDs) which establish a separation point between Telco property and subscriber property in response to Federal Communication Commission and state public service commission requirements. (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. Page 4 of 9 Pages CUSIP No. 872479 20 9 Item 3. Source and Amount of Funds or Other Consideration. (a) From 60 days prior to the date of filing the Original 13D until the date of filing this Amendment No. 4, Mr. Roach has purchased an aggregate of 190,080 shares of Common Stock for an aggregate of $1,027,065. The funds for such purchases were provided by his personal funds (including through the exercise of options and warrants). (b) On February 3, 1992, Mr. Roach also expended $250,000 from personal funds for the purchase of 2,500 shares of the Company's Series B Cumulative 10% Preferred Stock (the "Series B Preferred Stock"). Effective August 7, 1992, the Company completed a private placement (the "Private Placement") of 2,200,000 shares of Common Stock and warrants (the "Warrants") to purchase a like number of shares of Common Stock. Included in such shares and Warrants was the issuance to Timothy J. Roach of 100,000 shares and Warrants to purchase a like number of shares of Common Stock in exchange for the 2,500 shares of (c) the Series B Preferred Stock. On September 27, 1995, the 27,680 and 968 shares of Class B Stock owned by Mr. Roach individually and by his wife were converted into an equal number of shares of Common Stock. The Class B Stock had been issued to them in exchange for an equal number of shares of Common Stock in January 1987 in an Exchange Offer by the Company. 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 March 8, 1999: Page 5 of 9 Pages CUSIP No. 872479 20 9 Number of Percent Name Shares (1) of Class (2) - ---- ------ -------- Timothy J. Roach 510,045 (3) 6.1% (3) (c)(i) In the Original 13D, Mr. Roach reported that he acquired 10,000 shares of Common Stock on December 1, 1988 for $62,753.50 in an open market purchase. (ii) In Amendment No. 1, Mr. Roach reported that: (A) On December 3, 1991, he 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) (v)(D) below for information regarding the restructuring of this option. (B) Effective August 7, 1992, he 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. (iii) In Amendment No. 2, Mr. Roach reported that: (A) On February 5, 1993, he purchased 3,200 shares of Common Stock underlying an option previously granted to him under the Company's 1986 - -------------- (1) Timothy J. Roach has sole voting and dispositive power with respect to the shares owned by him. Includes 510,045 outstanding shares owned by Mr. Roach. Excludes 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). (2) Percent of Class is based on 8,375,132 shares of Common Stock actually outstanding on March 8, 1999. As a result of the restructuring of options occurring on October 8, 1998 and December 8, 1998 as described in paragraphs (c)(v)(C) and (c)(v)(D) below, no options to acquire Common Stock held by Mr. Roach are exercisable on or within 60 days of March 8, 1999. (3) If Mr. Roach is also deemed the beneficial owner of the shares beneficially owned by his wife, he would be deemed to beneficially own an aggregate of 511,013 shares of Common Stock, or 6.1% of the Company's outstanding shares. Page 6 of 9 Pages CUSIP No. 872479 20 9 Stock Option Plan at an exercise price of $3.125 per share. See paragraph (c) (v)(D) below for information regarding the restructuring of this option. (B) On September 14, 1994, he 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, as to 20,000 shares on each of September 14, 1996, September 14, 1997, September 14, 1998 and September 14, 1999. See paragraph (c)(v)(D) below for information regarding the restructuring of this option. (iv) In Amendment No. 3, Mr. Roach reported that: (A) On May 15, 1995, he 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, as to 20,000 shares on each of May 15, 1996, May 15, 1997, May 15, 1998, May 15, 1999 and May 15, 2000 and expires on May 14, 2005. See paragraph (c)(v)(D) below for information regarding the restructuring of this option. (B) 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). (v) In addition to the transactions previously reported by Mr. Roach: (A) 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, as to 10,000 shares on each of July 25, 1997, July 25, 1998, July 25, 1999, July 25, 2000 and July 25, 2001. See paragraph (c)(v)(C) below for information regarding the restructuring of this option. (B) 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, as to 20,000 shares on each of December 30, 1998, December 30, 1999, December 30, 2000, December 30, 2001 and Page 7 of 9 Pages CUSIP No. 872479 20 9 December 30, 2002. See paragraph (c)(v)(C) below for information regarding the restructuring of this option. (C) 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 by reducing the exercise price on such options to $1.563 per share, providing a new ten year term which extends until October 7, 2008 with such modified options becoming exercisable in five equal annual installments commencing October 8, 1999. Aside therefrom the options continue to be governed under the existing option contracts and the provisions of the Company's 1995 Stock Option Plan, as amended. (D) 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. 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. (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. After giving effect to the modification of options described in Item 5(c)(v)(C), Mr. Roach holds options, granted under the Company's 1995 Stock Option Plan, to purchase 150,000 shares of Common Stock at an exercise price of $1.563 per share, which options are exercisable, on a cumulative basis, as to 30,000 shares on each of October 8, 1999, October 8, 2000, October 8, 2001, October 8, 2002 and October 8, 2003 and expire on October 7, 2008. After giving effect to the cancellation of options and receipt of a replacement option described in Item 5(c)(v)(D), Mr. Roach further holds an option granted under the Company's 1998 Stock Option Plan to purchase 230,000 Page 8 of 9 Pages CUSIP No. 872479 20 9 shares of Common Stock at an exercise price of $2.313 per share, which option is exercisable, on a cumulative basis as to 46,000 shares on each of December 8, 1999, December 8, 2000, December 8, 2001, December 8, 2002 and December 8, 2003 and expires on December 7, 2008. The foregoing summaries of agreements are qualified in their entirety by reference to the exhibits to this Schedule 13D. 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.* 1(f). Stock Option Agreement, dated December 30, 1997, between the Company and Timothy J. Roach.* 1(g). 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.* 1(i). Stock Option Agreement, dated December 8, 1998, between the Company and Timothy J. Roach.* - ------------------------ * Filed herewith Page 9 of 9 Pages CUSIP No. 872479 20 9 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: March 16, 1999 /s/ Timothy J. Roach ------------------------ Timothy J. Roach EX-1.E 2 INCENTIVE STOCK OPTION CONTRACT DATED 7/25/96 Exhibit 1(e) TII INDUSTRIES, INC. 1995 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 25, 1996 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 1995 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 $4.50 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 July 25, 1997 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. -1- 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 Committee 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 Stonybrook, New York 11790 --------------------------------------- Address -4- EX-1.F 3 INCENTIVE STOCK OPTION CONTRACT DATED 12/30/97 Exhibit 1(f) TII INDUSTRIES, INC. 1995 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT THIS INCENTIVE STOCK OPTION CONTRACT entered into as of December 30, 1997 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 1995 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 $4.375 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 December 30, 1998 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. -1- 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 Committee 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 Stonybrook, New York 11790 --------------------------------------- Address -4- EX-1.G 4 CORRESPONDENCE DATED 10/08/98 Exhibit 1(g) TII Industries, Inc. 1385 Akron Street Copiague, New York 11726 October 8, 1998 Dear 1995 Plan Option Holders: Our Board of Directors, after reviewing stock options held by you, has noted that the value of the option(s) granted to you under the Company's 1995 Stock Option Plan has been diminished as a result of the recent decline in the market value of the Company's Common Stock. Therefore, the Board has authorized an offer to you to modify your existing option(s) under that Plan to reduce the exercise price to $1.563 per share and provide a new ten-year term which extends until October 7, 2008, but with a new vesting schedule which is similar to that which would pertain if a brand new option was granted to you today, that is, the option(s) would vest in five equal annual installments commencing October 8, 1999. The option(s) would otherwise continue to be governed under your existing option contract(s) and the provisions of the Company's 1995 Stock Option Plan, as amended. A copy of the 1995 Stock Option Plan is enclosed herewith, as is a copy of a Summary Plan Description. If you elect to accept this modification, please complete, sign and return the enclosed copy of this letter. The offer is open until November 30, 1998. Accordingly, if we do not receive a signed copy of this letter on or before that date, your option contract(s) will not be modified and you will retain your old option(s) without modification -- with its existing exercise price, term and vesting schedule. This election can be made separately as to each option held by you under the 1995 Stock Option Plan. (See list of options granted to you under the 1995 Plan attached.) Should you have any questions, please feel free to call Virginia M. Hall, Vice President- Administration at 516-789-5000. Very truly yours, /s/ Timothy J. Roach Timothy J. Roach President As to my option dated: Do Do Not Accept Accept 7/25/96 , I [X] [ ] the Company's offer - ------------------------------ 12/30/97 , I [X] [ ] the Company's offer - ------------------------------ , I [ ] [ ] the Company's offer - ------------------------------ /s/ Timothy J. Roach - ------------------------------ Signature Name: Timothy J. Roach EX-1.H 5 CORRESPONDENCE DATED 12/08/98 Exhibit 1(h) TII Industries, Inc. 1385 Akron Street Copiague, New York 11726 December 8, 1998 Dear Timothy J. Roach: Our Board of Directors, after reviewing stock options held by you, has noted that the value of the options granted to you under the Company's 1986 Employee Incentive Stock Option Plan has been diminished as a result of the recent decline in the market value of the Company's Common Stock. Therefore, the Board has authorized an offer to you to exchange and cancel your existing options under those Plans for a new option which has an exercise price of $2.313 per share, a new term of ten years which extends until December 7, 2008 but with the vesting schedule which pertains to new options; that is, the option vests in five equal annual installments commencing December 8, 1999. The option is to be governed under the provisions of the Company's new 1998 Stock Option Plan instead of the contracts and the 1986 Plan which governed your existing options. If you elect to accept this modification, please immediately complete, sign and return the enclosed copy of this letter which both grants you the new option and acknowledges termination of your existing options. Stock option contracts will then be forwarded to you for signature according to your instructions. If we do not receive your completed letter, you will retain your old options. This election can be made separately as to each option held by you under the 1986 Plan. Should you have any questions, please feel free to call Virginia M. Hall, Vice President- Administration at 516-789-5000. Very truly yours, /s/ Timothy J. Roach Timothy J. Roach, President As to my option dated: Priced Do Do Not At: Accept Accept 1/9/92 $3.125 , I [X] [ ] the Company's offer - ----------------------- -------- 9/14/94 $4.625 , I [X] [ ] the Company's offer - ----------------------- -------- 5/15/95 $5.125 , I [X] [ ] the Company's offer - ----------------------- -------- /s/ Timothy J. Roach - ----------------------- Signature Name: Timothy J. Roach EX-1.I 6 INCENTIVE STOCK OPTION CONTRACT DATED 12/08/98 Exhibit 1(i) TII INDUSTRIES, INC. 1998 STOCK OPTION PLAN INCENTIVE STOCK OPTION CONTRACT THIS INCENTIVE STOCK OPTION CONTRACT entered into as of December 8, 1998 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 230,000 shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") at an exercise price of $2.313 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 December 8, 1999, at which time it shall become exercisable as to 46,000 shares of Common Stock, and as to an additional 46,000 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. -1- 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 Stonybrook, New York 11790 --------------------------------------- Address -4- -----END PRIVACY-ENHANCED MESSAGE-----