SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 7, 2009
TII NETWORK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State of Incorporation)
001-08048 | 66-0328885 |
(Commission File No.) | (IRS Employer Identification No.) |
141 Rodeo Drive, Edgewood, New York | 11717 |
(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) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events |
On May 8, 2009, the Company issued a press release reporting that it had received a letter from Wilcom, Inc., a privately held company, containing an unsolicited expression of interest to acquire all of the outstanding shares of the Company’s common stock for $1.00 per share in an all-cash transaction. The Company’s Board of Directors will engage in a complete and careful review of the expression of interest. Stockholders need take no action at this time. A copy of the letter received from Wilcom, Inc., the Company’s response thereto and the press release are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Report and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||
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| (d) | Exhibits: | |
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| 99.1 | Letter dated May 7, 2009 from Wilcom, Inc. to the Company. |
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| 99.2 | Letter dated May 8, 2009 from the Company to Wilcom, Inc. |
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| 99.3 | The Company’s press release dated May 8, 2009. |
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 | |
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Date: May 8, 2009 | By: | /s/ Jennifer E. Katsch |
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| Jennifer E. Katsch, |
1348059v2
EXHIBIT INDEX
Exhibit |
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99.1 |
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99.2 |
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99.3 |
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