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 16, 2002
TII NETWORK TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State of Incorporation)
1-8048 66-0328885
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(Commission File No.) (IRS Employer Identification No.)
1385 Akron Street, Copiague, New York 11726
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(Address of Principal Executive Offices) (Zip Code)
(631) 789-5000
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(Registrant's telephone number, including area code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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The Company has received a Nasdaq Staff Determination Letter dated May 16,
2002 indicating that its common stock fails to comply with Nasdaq's minimum bid
price requirements for continued listing on The Nasdaq National Market (NMS) as
set forth in Nasdaq's Marketplace Rule 4450(a)(5) and that the Company's common
stock is, therefore, subject to delisting from the NMS.
However, under Nasdaq Marketplace Rules, TII has requested an oral hearing
before the Nasdaq Listing Qualifications Panel to review the Staff Determination
and to request continued listing. The hearing request will defer the potential
delisting of the Company's common stock pending the Panel's decision. There can
be no assurance that the Panel will grant the Company's request for continued
listing. If the Company's common stock is to be delisted from the Nasdaq
National Market, the Company intends to apply to transfer its common stock to
The Nasdaq SmallCap Market.
The Company's press release dated May 22, 2002 with respect thereto is
annexed to this Report as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
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(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 May 22, 2002.
SIGNATURES
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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: May 23, 2002 By: /s/ Kenneth A. Paladino
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Kenneth A. Paladino,
Vice President-Finance, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 The Company's Press Release dated May 22, 2002.
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