-----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, PtBDdXckQgiT4qOz0ZaOZQAcmCHSV8YZxWlliabtAnWOITQBbMo+Jh9YZaT2UaPM hEWZN1Q637nXGukPSeaWqQ== 0000910680-04-001231.txt : 20041119 0000910680-04-001231.hdr.sgml : 20041119 20041119155115 ACCESSION NUMBER: 0000910680-04-001231 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 EFFECTIVENESS DATE: 20041119 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-120509 FILM NUMBER: 041157927 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 S-8 POS 1 s8amendno1_333-120509.txt AMEND NO. 1_333-120509 As filed with the Securities and Exchange Commission on November 17, 2004 Registration No. 333-120509 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- TII NETWORK TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 66-0328885 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1385 Akron Street, Copiague, New York 11726 (Address of Principal Executive Offices) (Zip Code) 2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plan) Timothy J. Roach, President TII Network Technologies, Inc. 1385 Akron Street Copiague, New York 11726 (Name and address of agent for service) (631) 789-5000 (Telephone number, including area code, of agent for service) with a copy to: Leonard W. Suroff, Esq. 1385 Akron Street Copiague, New York 11726 EXPLANATORY NOTE The purpose of this Amendment is to file revised Exhibits 5, 23(a) and 23(b) to Registration Statement No. 333-120509. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit Number Description - ------ ----------- 4(a)(1) Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on December 10, 1996. Incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996 (File No. 1-8048). 4(a)(2) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on January 26, 1998. Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated (date of earliest event reported) January 26, 1998 (File No. 1-8048). 4(a)(3) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on May 15, 1998. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048). 4(a)(4) Certificate of Amendment of the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 5, 2001. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (dated of earliest event reported) December 5, 2001 (File No. 1-8048). 4(b) By-laws of the Company, as amended. Incorporated by reference to Exhibit 4.02 to Amendment No. 1 to the Company's Registration Statement on Form S-3 (File No. 33- 64980). 4(c) Rights Agreement, dated as of May 15, 1998, between the Company and Harris Trust of Chicago. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048). 5* Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality of the Common Stock being offered and consent. 23(a)* Consent of KPMG LLP. 23(b)* Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit 5 to the original filing of this Registration Statement). 24+ Powers of Attorney of certain officers and directors of the registrant. 99(a)o Registrant's 2003 Non-Employee Director Stock Option Plan, as amended. 99(b)o Form of Stock Option Contract under Registrant's 2003 Non-Employee Director Stock Option Plan, as amended, for an initial option grant. 99(c)o Form of Stock Option Contract under Registrant's 2003 Non-Employee Director Stock Option Plan, as amended, for annual option grants. - -------------- * Filed herewith. o Filed as the corresponding numbered exhibit to the original filing of this Registration Statement. + Filed as part of the signature page of the original filing of this Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to Registration Statement No. 333-120509 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Copiague, State of New York, on the 16th day of November, 2004. TII NETWORK TECHNOLOGIES, INC. By: /s/ Timothy J. Roach ---------------------------------- Timothy J. Roach, President Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to Registration Statement No. 333-120509 has been signed below by the following persons in the capacities indicated on the 16th day of November, 2004. Signature Title --------- ----- - ---------------------------------- Chairman of the Board Alfred J. Roach /s/ Timothy J. Roach President (Chief Executive Officer) - ---------------------------------- and Director Timothy J. Roach /s/ Kenneth A. Paladino Vice President - Finance and Treasurer - ---------------------------------- (Chief Financial and Accounting Kenneth A. Paladino Officer) Director - ---------------------------------- C. Bruce Barksdale /s/ Mark T. Bradshaw Director - ---------------------------------- Mark T. Bradshaw /s/ Lawrence M. Fodrowski Director - ---------------------------------- Lawrence M. Fodrowski /s/ R.D. Garwood Director - ---------------------------------- R.D. Garwood Director - ---------------------------------- James R. Grover, Jr. /s/ Joseph C. Hogan Director - ---------------------------------- Joseph C. Hogan /s/ Charles H. House Director - ---------------------------------- Charles H. House II-2 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4(a)(1) Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on December 10, 1996. Incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996 (File No. 1-8048). 4(a)(2) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on January 26, 1998. Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K dated (date of earliest event reported) January 26, 1998 (File No. 1-8048). 4(a)(3) Certificate of Designation, as filed with the Secretary of State of the State of Delaware on May 15, 1998. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048). 4(a)(4) Certificate of Amendment of the Company's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 5, 2001. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (dated of earliest event reported) December 5, 2001 (File No. 1-8048). 4(b) By-laws of the Company, as amended. Incorporated by reference to Exhibit 4.02 to Amendment No. 1 to the Company's Registration Statement on Form S-3 (File No. 33- 64980). 4(c) Rights Agreement, dated as of May 15, 1998, between the Company and Harris Trust of Chicago. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated (date of earliest event reported) May 7, 1998 (File No. 1-8048). 5* Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the legality of the Common Stock being offered and consent. 23(a)* Consent of KPMG LLP. 23(b)* Consent of Jenkens & Gilchrist Parker Chapin LLP (included in Exhibit 5 to the original filing of this Registration Statement). 24+ Powers of Attorney of certain officers and directors of the registrant. 99(a)o Registrant's 2003 Non-Employee Director Stock Option Plan, as amended. 99(b)o Form of Stock Option Contract under Registrant's 2003 Non-Employee Director Stock Option Plan, as amended, for an initial option grant. 99(c)o Form of Stock Option Contract under Registrant's 2003 Non-Employee Director Stock Option Plan, as amended, for annual option grants. - -------------- * Filed herewith. o Filed as the corresponding numbered exhibit to the original filing of this Registration Statement. + Filed as part of the signature page of the original filing of this Registration Statement. EX-5 2 ex5s8amendno1_333-120509.txt 5 - J&GPC Exhibit 5 Jenkens & Gilchrist Parker Chapin LLP THE CHRYSLER BUILDING AUSTIN, TEXAS 405 LEXINGTON AVENUE (512) 499-3800 NEW YORK, NEW YORK 10174 CHICAGO, ILLINOIS (312) 425-3900 (212) 704-6000 DALLAS, TEXAS FACSIMILE (212) 704-6288 (214) 855-4500 HOUSTON, TEXAS [IF REQUIRED INSERT ATTY NAME] www.jenkens.com (713) 951-3300 (212) 704-EXT ATTY NAME@jenkens.com LOS ANGELES, CALIFORNIA (310) 820-8800 SAN ANTONIO, TEXAS (210) 246-5000 WASHINGTON, D.C. (202) 326-1500
November 12, 2004 TII Network Technologies, Inc. 1385 Akron Street Copiague, New York 11726 Re: TII Network Technologies, Inc. Dear Sir or Madam: We have acted as counsel to TII Network Technologies, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), covering an aggregate of 500,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), upon the exercise of options which have been, or may from time to time be, granted by the Company to non-employee directors of the Company under the Company's 2003 Non-Employee Director Stock Option Plan (the "Plan"), and such additional indeterminate number of shares of Common Stock as may be issued under the anti-dilution provisions of the Plan. In rendering the opinions expressed below, we have examined the Restated Certificate of Incorporation of the Company, as amended, the By-laws of the Company, as amended, and minutes of the corporate proceedings of the Company relating to the Plan. In addition, we have examined and relied upon such other matters of law, certificates and examinations of public officials as we have deemed relevant to the rendering of this opinion. We have not examined each option contract in respect of options granted under the Plan. We have, however, examined the form of option contract which the Company has advised us is the form of option contract used by it under the Plan. We have also been informed by the Company that each option contract between the Company and option holders under the Plan is substantially in the form of the option contract we have examined. In all of our examinations, we have assumed Jenkens & Gilchrist Parker Chapin LLP TII Network Technologies, Inc. November 12, 2004 Page 2 the accuracy of all information furnished to us and the genuineness of all documents and the conformity to originals of all documents submitted to us as certified, conformed, facsimile or photostatic copies thereof, as well as the genuineness of all signatures on all such documents. Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof. Finally, we are counsel admitted to practice only in the State of New York, and we express no opinions as to the applicable laws of any jurisdiction other than those of the State of New York, the General Corporation Law of the State of Delaware and the United States of America. Based upon and subject to the foregoing, we are of the opinion that the shares of the Company's Common Stock to be issued pursuant to the exercise of options granted or to be granted under the Plan will be, when issued pursuant to the provisions of the Plan, legally issued, fully paid and non-assessable. We hereby consent to the filing of a copy of this opinion as an exhibit to the Company's Registration Statement with respect to the Plan. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act. Very truly yours, /s/ Jenkens & Gilchrist Parker Chapin LLP JENKENS & GILCHRIST PARKER CHAPIN LLP EX-23 3 ex23as8amendno1_333-120509.txt 23(A) - KPMG LLP Exhibit 23(a) Consent of Independent Registered Public Accounting Firm The Board of Directors TII Network Technologies, Inc.: We consent to the use of our report dated August 30, 2004, included in TII Network Technologies, Inc.'s Form 10-K for the year ended June 25, 2004, which is incorporated by reference in this registration statement on Form S-8. /s/ KPMG LLP Melville, New York November 9, 2004 -----END PRIVACY-ENHANCED MESSAGE-----