-----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, DSmBzW+e8VVZnyVjOVKvOScJsXseNlnzFwijgTZmmWvb7cp5rZ70InWlrUVNQTJr g8GY4jBnx6k4PhHtxKAH8w== 0000910680-02-000588.txt : 20020624 0000910680-02-000588.hdr.sgml : 20020624 20020624150102 ACCESSION NUMBER: 0000910680-02-000588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020621 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020624 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08048 FILM NUMBER: 02685327 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 FORMER COMPANY: FORMER CONFORMED NAME: TII INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 f813626_2.txt FORM 8-K (JUNE 21, 2002) 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 21, 2002 TII NETWORK TECHNOLOGIES, 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) (631) 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 21, 2002, the Company reacquired all of its previously outstanding Series C Convertible Redeemable Preferred Stock in exchange for $1.2 million in cash and issued a three-year warrant to purchase 750,000 shares of its common stock at an exercise price of $1.00 per share for a period of three years. A copy of the Company's press release with respect to the transaction is attached to this Report as Exhibit 99.1. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99.1 The Company's Press Release dated June 24, 2002. 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 NETWORK TECHNOLOGIES, INC Date: June 21, 2002 By: /s/ Kenneth A. Paladino ------------------------------------- Kenneth A. Paladino, Vice President-Finance, Treasurer and Chief Financial Officer -2- EXHIBIT INDEX ------------- Exhibit Number Description - ------ ------------------------------------------------------- 99.1 The Company's Press Release dated June 24, 2002. -3- EX-99 3 exhb99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] CONTACTS: Kenneth A. Paladino, CFO Van Negris / Philip J. Denning TII NETWORK TECHNOLOGIES, INC. KEHOE, WHITE, VAN NEGRIS & Company, Inc. (631) 789-5000 (212) 396-0606 FOR IMMEDIATE RELEASE - --------------------- TII NETWORK TECHNOLOGIES, INC. REACQUIRES SERIES C CONVERTIBLE PREFERRED STOCK COPIAGUE, NY - June 24, 2002 - TII Network Technologies, Inc. (Nasdaq: TIII), a leading provider of telecommunications network protection and management products, today announced that it has reacquired all of its previously outstanding Series C Convertible Redeemable Preferred Stock with a face value of $1.6 million. This transaction eliminates the potentially significant dilution that would have resulted if they were converted to the Company's common stock while also improving the Company's balance sheet. Under the terms of the agreement, the Company paid $1.2 million in cash and issued a three-year warrant to purchase 750,000 shares of its common stock at an exercise price of $1.00 per share in exchange for the Preferred Stock. Funds for the transaction came from a combination of cash on hand and the Company's credit facility. The Preferred Stock was subject to possible redemption at the option of the holder for $1.9 million, and was convertible into shares of the Company's common stock at a conversion price equal to 95% of the ten-day average closing bid price of the Company's Common Stock prior to conversion. Had full conversion occurred on June 21, 2002, the Company would have been required to issue approximately 4.4 million shares of new Common Stock that could have resulted in dilution to existing stockholders of approximately 27%. Since the value of the Preferred Stock was included in the calculation of net - -------------------------------- ------------------------- ----------- ------ worth under the Company's loan agreement, the Company and the lender under its - ------------------------------ ---------- ------------------------------------ credit facility agreed to reduce the level of consolidated tangible net worth - --------------- ----------------------------- ------------ ------------------ that the Company is required to maintain from $19.5 million to $17.5 million. - ----------------------------------------------------------------------------- TIMOTHY J. ROACH, PRESIDENT AND CHIEF EXECUTIVE OFFICER, STATED: "WE ARE VERY PLEASED TO HAVE COMPLETED THIS STRATEGIC TRANSACTION AS THIS REPRESENTS ANOTHER SIGNIFICANT INITIATIVE TO STRENGTHEN OUR COMPANY. THE REMOVAL OF THE POTENTIALLY HIGHLY DILUTIVE PREFERRED STOCK AT A SAVINGS FROM THE REDEMPTION PRICE AND THE REVISION TO OUR BANK AGREEMENT ARE MAJOR STEPS IN OUR GOAL OF MAXIMIZING SHAREHOLDER VALUE. WE HAVE REMOVED AN OVERHANG THAT LIKELY HAS DEPRESSED THE MARKET VALUE OF OUR SHARES, AND DID SO ON TERMS THAT WERE ADVANTAGEOUS TO THE COMPANY AND OUR SHAREHOLDERS." TII is a proven technology leader specializing in providing the telecommunications industry with innovative, network protection and management products, including station protectors, network interface devices, DSL protectors, filters and splitters and power and data-line protectors, as well as creative, custom design solutions to meet customers' individual requirements. Statements in this press release that are not strictly historical are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and should be considered as subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated. For further details and a discussion of these risks and uncertainties, see the Company's Securities and Exchange Commission filings, including its Annual Report on Form 10-K. # # # -----END PRIVACY-ENHANCED MESSAGE-----