SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 27, 2003
COMMISSION FILE NUMBER 1-8048
TII NETWORK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 66-0328885
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1385 Akron Street, Copiague, New York 11726
(Address of principal executive offices) (Zip Code)
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(631) 789-5000
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(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock. $.01 par value
Series D Junior Participating Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [] No [X]
The aggregate market value of the voting stock of the registrant
outstanding as of September 19, 2003 held by non-affiliates of the registrant
was approximately $11.6 million. While such market value excludes the market
value of shares that may be deemed beneficially owned by executive officers and
directors, this should not be construed as indicating that all such persons are
affiliates.
The number of shares of the Common Stock of the registrant outstanding
as of September 19, 2003 was 11,722,284.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement relating to its 2003 Annual Meeting
of Stockholders are incorporated by reference into Part III of this Report.
ITEM 5. Market For Registrant's Common Equity And Related Stockholder Matters
The Company's Common Stock trades on the Nasdaq SmallCap Market under
the symbol "TIII." The following table sets forth, for each quarter during
fiscal 2003 and 2002, the high and low sales prices of the Company's common
stock on that market:
Fiscal 2003 High Low
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First Quarter Ended September 27, 2002 $ .50 $ .26
Second Quarter Ended December 27, 2002 .50 .27
Third Quarter Ended March 27, 2003 .54 .13
Fourth Quarter Ended June 27, 2003 .50 .12
Fiscal 2002 High Low
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First Quarter Ended September 28, 2001 $ 1.11 $ .51
Second Quarter Ended December 28, 2001 .90 .40
Third Quarter Ended March 29, 2002 .85 .38
Fourth Quarter Ended June 28, 2002 .54 .35
As of September 19, 2003, the Company had approximately 385 holders of
record of its common stock.
To date, the Company has paid no cash dividends. For the foreseeable
future, the Company intends to retain all earnings generated from operations for
use in the Company's business. Additionally, the Company's borrowing arrangement
entered into September 2003 prohibits the payment of cash dividends.
Information concerning the Company's equity compensation plans will be
contained in the Company's Proxy Statement to be filed pursuant to Regulation
14A of the Securities Exchange Act of 1934 with respect to the Company's 2003
Annual Meeting of Stockholders and is incorporated by reference herein and in
Item 13 of this Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
October 14, 2003
TII NETWORK TECHNOLOGIES, INC.
By: /s/ Timothy J. Roach
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Timothy J. Roach, President,
Chief Executive Officer and Director
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