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.