0000910680-11-000366.txt : 20110921 0000910680-11-000366.hdr.sgml : 20110921 20110921164554 ACCESSION NUMBER: 0000910680-11-000366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110916 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110921 DATE AS OF CHANGE: 20110921 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08048 FILM NUMBER: 111101692 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 8-K 1 f8k09162011.htm CURRENT REPORT f8k09162011.htm

SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
_______________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  September 16, 2011
 
    Tii Network Technologies, Inc.    
    (Exact Name of Registrant as Specified in Charter)    
         
 
     DELAWARE    
    (State of Incorporation)    
 
         
    66-0328885      001-08048  
   (Commission File No.)    (IRS Employer Identification No.)  
 
         
   141 Rodeo Drive, Edgewood, New York   11717     
   (Address of Principal Executive Offices)   (Zip Code)  
         
 
         
     (631) 789-5000     
     (Registrant's telephone number, including area code)    
         
         
    Not Applicable    
    (Former Name or Former Address, if Changed Since Last Report)    
                                       
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
     
     
    
 
 

 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company’s Board of Directors has elected Stacey L. Moran as Vice President -Finance, Chief Financial Officer, Secretary and Treasurer of the Company effective with her joining the Company on September 16, 2011. Kenneth A. Paladino, the Company’s President and Chief Executive Officer, will no longer be acting as the Company’s Chief Financial Officer.
 
Ms. Moran, age 43, served as Executive Vice President and Chief Financial Officer from March 2009 until June 2011, Vice President and Controller from May 2006 until March 2009 and Assistant Vice President and Tax Manager from May 1998 until May 2006 of Suffolk Bancorp, a publicly-held commercial bank holding company and its banking subsidiary, Suffolk County National Bank. From December 1995 until May 1998, Ms. Moran was Corporate Controller of Excel Technology, Inc., a manufacturer of laser systems and electro-optical components.  Prior thereto, Ms. Moran was employed by KPMG Peat Marwick LLP (now KPMG LLP), a registered independent public accounting firm (“KPMG”), from September 1989 until December 1995, last serving as an Audit Manager.  Ms. Moran holds a Bachelor of Science degree in accounting from Long Island University and is a Certified Public Accountant.  There were no arrangements or understandings between Ms. Moran and any other person pursuant to which Ms. Moran was selected as an officer of the Company.  There is no family relationship between Ms. Moran and any other executive officer or director of the Company.  There are no transactions to which the Company or any of its subsidiaries is a party and in which Ms. Moran has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
 
KPMG currently serves as the Company’s registered independent public accounting firm, but did not serve as the Company’s public accounting firm at any time during Ms. Moran’s employment with KPMG.  Ms. Moran was never a member of KPMG’s audit engagement team for the Company.  Ms. Moran has advised the Company that she does not influence KPMG’s operations or financial policies, has no capital balance in KPMG and has no financial arrangement with KPMG.
 
In connection with Ms. Moran’s employment with the Company, the Company entered into a letter agreement, dated September 16, 2011, with Ms. Moran setting forth the terms of her employment which provides for her to receive, among other things, a salary of $175,000 per annum and participation in the Company’s employee benefit plans.  In addition, Ms. Moran was granted a restricted stock award under the Company’s 2008 Equity Compensation Plan covering 50,000 shares of the Company’s Common Stock, which vest as to 20% of the number of shares subject to the award on each anniversary of the close of business on September 15, 2011 provided Ms. Moran remains an employee or director of, or consultant to, the Company or a subsidiary on the applicable vesting date. The Restricted Stock Contract covering the award provides that, notwithstanding the vesting provisions in the contract, the restricted stock will vest pro rata based on the number of full months of service completed between the award date and the vesting date upon the first to occur of the occurrence of a Change in Control, as defined, of the Company, Ms. Moran’s death or disability, the termination of her service without Cause, as defined, or her Resignation for Good Reason, as defined.
 
 
- 2 -

 
 
The Company also entered into Termination and Severance Agreement, dated September 16, 2011, with Ms. Moran that provides that, in the event the Company terminates her employment, other than for Cause, as defined, or as a result of the her death, or if she voluntarily terminates her employment for good reason (in general, adverse changes in responsibilities or conditions of employment, reductions in compensation or a requirement to relocate her principal place of employment by more than 50 miles), she will be entitled to at least six months severance pay, the continuation, at the Company’s cost, of then existing group medical and other insurance for her and her family for the period severance payments are to be made or, if not permitted, COBRA premium payments for that period, and for the acceleration of vesting of any stock options she may then hold and an extension of the exercise period of such options to the fifteenth day of the third month following the date on which, or if later, December 31 of the calendar year in which, the option would otherwise have expired.
 
All officers of the Company are elected annually by the Company's Board of Directors and hold office until their respective successors are elected and qualified.  Officers may be removed at any time by the Board. 
 
Item 9.01 Financial Statements and Exhibits.
         
         
  (d) Exhibits:    
         
   
99.1
 
Press Release, dated September 20, 2011, concerning the appointment of Stacey L. Moran as an executive officer of the Company.

 
SIGNATURES
 
       Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Tii Network Technologies, Inc.
 
         
         
Date: September 21, 2011
 
By:
/s/ Kenneth A. Paladino    
     
Kenneth A. Paladino,
 
     
President and Principal Executive Officer
 
         
 
 
 
 
 
- 3 -

 
 
 
EXHIBIT INDEX
 
 

 
 
 
 
 
- 4 -
 
 
 
 
 
 
 
 
EX-99.1 2 ex99_1-f8k09162011.htm PRESS RELEASE ex99_1-f8k09162011.htm
Exhibit 99.1
 
logo
 
 
TII NETWORK TECHNOLOGIES
NAMES CHIEF FINANCIAL OFFICER



EDGEWOOD, NY – September 20, 2011 – Tii Network Technologies, Inc. (Nasdaq: TIII), a leader in designing, manufacturing and marketing network products for the communications industry, today announced the appointment of Stacey L. Moran as Vice President - Finance, Chief Financial Officer, Secretary and Treasurer.

Kenneth A. Paladino, Tii’s President and Chief Executive Officer, stated, “We are extremely pleased that Stacey has joined us as our new Chief Financial Officer. With over twenty years of experience in various financial positions, we believe Stacey is a great addition to our team here at Tii.  In addition to her experience as a Chief Financial Officer of a publicly held corporation, her experience also includes a role as controller of a high-tech publicly held manufacturing company. We are confident that she will be a significant contributor to the continued successful execution of our strategy.”

Most recently, Ms. Moran served as Executive Vice President and Chief Financial Officer of Suffolk County National Bank where she also held various financial and accounting positions.  Prior thereto, Ms. Moran served as Corporate Controller at Excel Technology, Inc., a designer, developer, and manufacturer of lasers used in scientific and industrial applications. Additionally she has over six years of experience in public accounting with KPMG LLP. Ms. Moran holds a Bachelor of Science degree in accounting from Long Island University and is a Certified Public Accountant.
 
 


About Tii Network Technologies, Inc. 

Tii Network Technologies, Inc. (NASDAQ: TIII) headquartered in Edgewood, New York, designs, manufactures and sells products to service providers as well as public and private networks. Our fiber and copper products are typically found anywhere from the central office to local premise indoor or outdoor networks.  Additional information about the company can be found at www.tiinetworktechnologies.com.
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