-----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, RrZu/QvBye9zqBCTlfL79PRlb/kbfBzK27xUbNSTyFu//GZJ1CHDFrVzDfH/nxxi V+eN3gGr/3dJEyrZbxhxMA== 0000891092-00-000482.txt : 20000525 0000891092-00-000482.hdr.sgml : 20000525 ACCESSION NUMBER: 0000891092-00-000482 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000524 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: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-12573 FILM NUMBER: 642661 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: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O NEUBERGER & BERMAN LLC STREET 2: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 2124765654 MAIL ADDRESS: STREET 1: C/O NEUBERGER & BERMAN LLC STREET 2: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No......... )* TII Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 872479209 ----------------------------------------- (CUSIP Number) Norman H. Pessin, Neuberger & Berman, LLC, 605 Third Ave., 19th Floor, New York, NY 10158 (tel: 212-476-5654) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 4/25/00 ------------------------------------------------------- (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 the Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d(a) for other parties to whom copies are to be sent. - -------------------------------------------------------------------------------- Page 1 of 5 Pages *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 in the remainder of this cover page shall not be deemed to be "filed" for the putpose 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 2 of 5 Pages - -------------------------------------------------------------------------------- 1) Names of Reporting Persons, S.S or I.R.S. Identification Nos of Above Persons: IRA Rollover F/B/O Norman H. Pessin Norman H. Pessin - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) of 2(e) - ------------------------------------------------------------------------------ 6) Citizenship or Place of Organization: USA ----------------------------------------------------------------- Number of 7) Sole Voting Power: 474,500 Shares 12,500 Beneficially ----------------------------------------------------------------- owned by each 8) Shared Voting Power: Reporting ------------ Person with ----------------------------------------------------------------- 9) Sole Dispositive Power: 574,500 12,500 ----------------------------------------------------------------- 10) Shared Dispositive Power: ------------ - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 574,500 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes certain shares: N/A - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 5.78; 0 - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN Page 3 of 5 Pages ITEM 1: IDENTITY AND BACKROUND (a) Norman H. Pessin (b) Norman H. Pessin, Neuberger & Berman, LLC, 605 Third Ave., 19th Floor, New York, NY 10158 (c) Retired (d) None (e) None (f) USA ITEM 3: SOURCE AND AMOUNT OF FUNDS A total of 474,500 shares were purchased for $868,766 with funds in the IRA Rollover Account F/B/O Norman Pessin. A total of 12,500 shares were purchased with $14,766 of personal funds by Mr. Pessin. ITEM 4: PURPOSE OF TRANSACTION The shares were purchased for investment. The filer reserves the right to seek changes in the management of the issuer in the future or in its business. No such plans currently exist. ITEM 5: INTEREST IN SECURITIES OF THE ISSUER (a) The IRA Rollover Account beneficially owns 574,500 or 5.78% of the outstanding shares of Common Stock of the issuer. Of such shares, 100,000 are represented by currently exercisable options. Norman H. Pessin personally owns 12,500 shares of the Issuer's Common Stock, constituting .001% thereof. (b) The IRA Rollover Account has sole power of disposition over the 574,500 shares and sole power to vote the 474,500 shares. (c) On April 25, 2000 the IRA Rollover Account entered into an agreement with the issuer pursuant to which the IRA Rollover Account purchased a Finance Agreement, related Promissory Note and an Option from the Overseas Private Investment Corporation for $750,000. Pursuant to the Agreement the Note was exchanged for 375,000 shares of the Issuer's Common Stock. Pursuant to the Agreement, the IRA Rollover Account acquired an Option to acquire 100,000 shares of the Issuer's Common Stock for a price of $2.50 per share. (d) Not Applicable (e) Not Applicable Page 4 of 5 Pages ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The IRA Rollover Account is party to the Agreement described in Item 5(c) pursuant to which it holds an option to acquire 100,000 shares of the Issuer's Common Stock for a price of $2.50 per share. The Option expires on July 18, 2003. ITEM 7: MATERIAL TO BE FILED AS EXHIBITS 1. Agreement dated as of April 25, 2000 between TII Industries, Inc. and F/B/O Norman Pessin. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. IRA ROLLOVER ACCOUNT F/B/O NORMAN PESSIN IRA ROLLOVER ACCOUNT F/B/O NORMAN PESSIN By: /s/ Norman Pessin ---------------------------------------- Norman Pessin Signature: /s/ Norman Pessin --------------------------------- Norman Pessin May 24, 2000 Norman Pessin /s/ Norman Pessin - ---------------------------------------- Name/Title Page 5 of 5 Pages EX-99 2 AGREEMENT BET. TII INC. AND F/B/O NORMAN PESSIN AGREEMENT AGREEMENT, dated as of April 25, 2000, among TII Industries, Inc., a Delaware corporation (the "Company"), and FBO Norman Pessin IRA Rollover (the "Assignee"). WHEREAS, the Company is a party to a Finance Agreement, dated as of June 26, 1991 (as amended from time to time, the "Finance Agreement"), with Overseas Private Investment Corporation ("OPIC") pursuant to which, among other things, OPIC made a $750,000 Convertible Loan (the "Convertible Loan") to the Company, which is presently convertible into common stock of the Company at a conversion price of $2.50 per share; and WHEREAS, OPIC desires to sell the Finance Agreement, related Promissory Note (the "Note") and the Option dated July 18, 1991 granted by the Company to OPIC to purchase shares of the Company's common stock (the "Option"); and WHEREAS, the Assignee is willing to purchase such instruments on the condition that the Company agree to (a) reduce the conversion price of the Convertible Loan to $2.00 per share for the Assignee and (b) waive its right to repurchase the shares issuable upon conversion of the Conversion Loan (the "Conversion Shares"); (c) consent to the assignment of the Option (which is assignable by OPIC only with the consent of the Company) to Assignee; and (d) extend the Expiration Date of the Option by two years; WHEREAS, the Company is willing to so agree provided that the Assignee (a) immediately convert the Convertible Loan and (b) terminates the Finance Agreement; NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. Subject to the assignment of the Finance Agreement, the Note and the Option by OPIC to Assignee occurring on or prior to April 30, 2000; (a) the conversion price of the Convertible Loan is reduced so that the conversion price in effect on the date of conversion is $2.00 per share; (b) Assignee fully converts the Convertible Loan into an aggregate of 375,000 shares of the Company's common stock, and promptly following receipt by the Company of the Note and Finance Agreement, as contemplated in clause (c) below, the Company shall cause to be issued to Assignee stock certificates evidencing such shares, free from restrictive legend or stop transfer instructions; (c) Assignee will deliver the Note and Finance Agreement to the Company on or prior to May 3, 2000 (together with an executed copy of the assignment instrument in the form annexed hereto from OPIC to Assignee); (d) the Finance Agreement is terminated; (e) the Company consents to the transfer and assignment of the Option to Assignee; (f) all references in the Option are to the Assignee in lieu of OPIC; (g) The Expiration Date of the Option shall be extended from July 18, 2001 to July 18, 2003, or if said date shall in the State of New York be a holiday or a day on which banks are authorized to close, then the following day which in the State of New York is not a holiday or day on which banks are authorized to close; and -2- (h) all notices to Assignee under the Option shall be to it at the following address: FBO Norman Pessin IRA Rollover, Neuberger Berman LLC Custodian, 605 Third Avenue, New York, NY 10158. 2. The Company and Assignee acknowledge that, after giving effect to the 1 for 2-1/2 reverse split previously effectuated by the Company, the Option currently entitles the holder thereof to purchase up to an aggregate of 100,000 shares of the Company's common stock at a current exercise price of $2.50 per share. 3. The Company represents and warrants to the Assignee that the Conversion Shares will be validly issued, fully paid and non-assessable and, may be sold by Assignee without the requirement to be registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemption from the registration provisions of the Act provided by Section 4(1) thereof by reason of paragraph (k) of Rule 144 promulgated under the Act. 4. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the party to be charged and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. The provisions of this Agreement are severable, and if any provision shall be held invalid or unenforceable in whole or in part in -3- any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized offices as of the date first above written. TII INDUSTRIES, INC. By: /s/ Paul Sebetic --------------------------- Name: Paul Sebetic Title: VP Finance FBO NORMAN PESSIN IRA ROLLOVER By: /s/ Norman Pessin --------------------------- Name: Norman Pessin Title: -4- -----END PRIVACY-ENHANCED MESSAGE-----