-----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, JmZG2JX1DNQqFkjoQ3Q3GpXcwD+vxd5VjWtnRqxDII+U+ctnWsKTygnLuKNYuiwM +y7BcgsuETGFzvV4ITxw7g== /in/edgar/work/20000614/0000910680-00-000414/0000910680-00-000414.txt : 20000919 0000910680-00-000414.hdr.sgml : 20000919 ACCESSION NUMBER: 0000910680-00-000414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000608 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TII INDUSTRIES INC CENTRAL INDEX KEY: 0000277928 STANDARD INDUSTRIAL CLASSIFICATION: [3613 ] IRS NUMBER: 660328885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08048 FILM NUMBER: 655254 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 8-K 1 0001.txt FORM 8-K FOR TII INDUSTRIES, INC. 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): June 8, 2000 TII INDUSTRIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE ------------------------ (State of Incorporation) 1-8048 66-0328885 --------------------- --------------------------------- (Commission File No.) (IRS Employer Identification No.) 1385 Akron Street, Copiague, New York 11726 ------------------------------------- ------------- (Address of Principal Executive Offices) (Zip Code) (516) 789-5000 --------------------------------------------------- (Registrant's telephone number, including area code Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events - ------- ------------ On June 8, 2000, the Company completed a private placement of 1,800,000 units at $1.75 per unit. Each unit consisted of one share of the Company's Common Stock and one redeemable warrant of purchase one share of the Company's Common Stock at $2.79 per share between December 9, 2000 and June 8, 2004. On June 13, 2000, the Company issued the press release filed as Exhibit 99.1 to this Report with respect to the transaction. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (a) Financial statements of business acquired: None. (b) Exhibits. 99.1 Press Release dated June 13, 2000. 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 thereunto duly authorized. TII INDUSTRIES, INC. Dated: June 14, 2000 By: /s/ Timothy J. Roach -------------------------------- Timothy J. Roach, President -2- EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated June 13, 2000. -3- EX-99.1 2 0002.txt PRESS RELEASE DATED JUNE 13, 2000 TII INDUSTRIES 1385 AKRON STREET TEL: 516-789-5000 COPIAGUE, NEW YORK 11726 FAX: 516-789-5063 USA FOR IMMEDIATE RELEASE: - ---------------------- TII INDUSTRIES, INC. RAISES $3,150,000 GROSS PROCEEDS FROM ---------------------------------------------------------- PRIVATE PLACEMENT ----------------- Copiague, New York, June 13, 2000 - TII Industries, Inc. (TIII-NASDAQ), a leading producer of lightning and surge protection products and systems for the telephone and cable-television industries, said today that it had raised gross proceeds of $3,150,000 in a private placement. Commenting on the transaction, Timothy J. Roach, President and Chief Executive Officer stated, "Proceeds from this offering will be used primarily for marketing, sales and product development to accelerate the roll-out of new products into these high-growth communications markets, especially our patented, high-performance broadband and wireless lightning and surge protectors." The private placement consisted of the sale of 1,800,000 units at $1.75 per unit. Each unit is composed of one share of common stock and a redeemable common stock warrant to purchase one share of common stock within 4 years (commencing after six months) at $2.79 per share. The securities sold have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of that Act. Mr. Roach stated, "With the accelerating convergence of communications technologies and competition intensifying between the telephone and cable-television industries to provide users with expanded services, including faster internet access, we expect the demand for our high-performance protection products to accelerate in the telephone and cable-television markets." Mr. Roach concluded, "We therefore felt it important to increase our capital base. With this infusion, coupled with anticipated cash flows from the business and our current bank line which -4- is largely unused, we feel our current capital needs are well met." Founded in 1964, TII is a leading supplier of high-performance lightning and surge protection products, network interface devices and station electronics for the telecommunications industry. The Company has expanded into the rapidly growing broadband communications markets with the development of high-performance broadband network protectors. TII's patented, broadband protectors out-perform all others in protecting the homeowner from the devastating effects of lightning, while causing no high-speed signal or data loss, critical to the proper performance of a broadband network. For Additional Information, contact: - ------------------------------------ Paul G. Sebetic, VP Finance & CFO - TII Industries, Inc. (631) 789-5000 Bob Frost, Investor Access Corporation (212) 679-0652 # # # # Statements in this release that are not strictly historical are "forward-looking" statements which should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. These factors include, but are not limited to, general economic and business conditions, adverse weather and similar conditions, competition; potential technological changes, potential changes in customer spending and purchasing policies and practices; the Company's ability to market its existing, recently developed and new products; dependence on third parties for its products and product components; the Company's ability to attract and retain technologically qualified personnel; the retention of the tax benefits provided by its Puerto Rico operations; the Company's ability to fulfill its growth strategies; the availability of financing on satisfactory terms to support the Company's growth; and other factors from time to time discussed in TII's SEC reports. Visit our worldwide web site located at http://www.tii-industries.com ----------------------------- -5- -----END PRIVACY-ENHANCED MESSAGE-----