SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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 17, 2005
TII NETWORK TECHNOLOGIES, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE
------------------------
(State of Incorporation)
1-8048 66-0328885
--------------------- --------------------------------
(Commission File No.) (IRS Employer Identification No.)
1385 Akron Street, Copiague, New York 11726
--------------------------------------- ----------
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:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2005, the Company and Timothy J. Roach entered into a Second
Amended and Restated Employment Agreement (the "Employment Agreement"). The
following summary of the Employment Agreement is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of which is
attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Employment Agreement, Mr. Roach is to continue to serve
as the Company's President and Chief Executive Officer. The Employment Agreement
provides for a term ending June 30, 2006, with automatic one year extensions
unless either party gives the other notice of termination at least three months
prior to the then scheduled termination date. Under the Amended Employment
Agreement, Mr. Roach will continue to be entitled to an annual salary of
$300,000 per year, subject to increases and bonuses at the discretion of the
Board of Directors or Compensation (or other authorized) Committee of the Board.
In addition to group life insurance under Company programs that Roach is
eligible in, the Company also is to continue to maintain the family medical,
dental, and disability provided to Mr. Roach at levels and terms no less
favorable than in effect on May 17, 2004. In addition to group life insurance
under Company programs that Mr. Roach is eligible to participate in, the Company
is also to pay the premiums of up to $24,000 per annum on one or more life
insurance policies that Mr. Roach may elect to acquire, with Mr. Roach to be the
owner of, and to have the right to designate beneficiaries of, such policies.
If Mr. Roach's employment is terminated by the Company for any reason,
other than death, disability or for cause, or if Mr. Roach terminates his
employment for good reason (in general, in certain circumstances following a
change of control of the Company, as defined, a reduction of Mr. Roach's salary
or benefits, adverse changes in his powers, duties, position, compensation or
benefits or certain changes in the location where his duties are to be
performed), he will be entitled to receive, as severance pay, in a lump sum, an
amount equal to two times the sum of his annual salary in effect immediately
prior to his cessation of employment (or, if greater, the highest annual salary
rate in effect at any time during the year period preceding the date of such
termination) and all bonuses paid or payable in respect of the Company's most
recent fiscal year ended prior to the date of such termination (or, if greater,
the bonus paid in respect of the Company's then current fiscal year or the
immediately preceding fiscal year). For one year in the event of his employment
is terminated by reason of his death or two years in the event of the
termination of his employment by reason of his disability (as defined), he, his
beneficiaries or his estate will also be entitled to a continuation of his
salary (or, if greater, his highest annual salary in effect during the one year
preceding his termination of employment). In the event of the termination of Mr.
Roach's employment by the Company for cause (as defined) or his resignation
without good reason, Mr. Roach shall only be entitled to his compensation
accrued through the date of such termination. For a period of one year in the
event of Mr. Roach's death or two years in the event of termination of his
employment by reason of disability, by the Company without cause, by Mr. Roach
for good reason or at the end of the term of the Agreement, Mr. Roach (or his
dependents) shall continue to receive the benefits provided for in his
Employment Agreement and any additional benefits that may be provided to
executive officers or their dependents during such period in accordance with the
Company's policies and practices. In the event of termination of Mr. Roach's
employment other than by virtue of cause, all outstanding options held by Mr.
Roach will fully vest and become exercisable for the maximum time allowed for
the exercise thereof under the terms of the applicable stock option but not less
than six months following the termination of his employment.
Mr. Roach has agreed, among other things, not to disclose confidential
information of the Company and, during the term of the agreement and for a
Restricted Period thereafter, not to directly or indirectly, engage,
participate, invest or have an interest in any business that engages in the
manufacture and sale of surge protector devices for the telephone industry or
any other activity which is the same or
similar to, or competitive with, the Company's business as conducted within
twelve months preceding the end of the term of his Employment Agreement. The
Restricted Period is one year after the date of termination of Mr. Roach's
employment in the case of termination of Mr. Roach's employment due to
disability, for cause (as defined) or Mr. Roach's voluntary termination of
employment without good reason or if the term of the Employment Agreement
expires based on Mr. Roach's election not to extend the term of the Agreement.
The Company may extend the Restricted Period for a second year by paying Mr.
Roach 50% of his annual salary in effect immediately prior to his cessation of
employment (or, if greater, at the highest annual salary rate in effect at any
time during the one-year period preceding the date of termination of his
employment). If Mr. Roach terminates his employment for good reason or the
Company terminates Mr. Roach's employment for any reason (other than his death,
disability, or for cause) or the Employment Agreement expires based on a notice
from the Company not to extend the term of the agreement, the Company may elect
to invoke a one year Restricted Period by paying Mr. Roach his annual salary in
effect immediately prior to his cessation of employment (or, if greater, the
highest annual salary rate in effect at any time during the one year period
preceding the date of termination of his employment), with the Company having
the right to extend the Restricted Period for a second year by paying Mr. Roach
50% of the amount that was payable with respect to the first year of the
Restricted Period.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Second Amended and Restated Employment
Agreement, dated May 17, 2005, between the
Company and Timothy J. Roach.
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.
Date: May 19, 2005 By: /s/ Kenneth A. Paladino
-------------------------------------------
Kenneth A. Paladino,
Vice President-Finance, Treasurer and Chief
Financial Officer
-2-
EXHIBIT INDEX
Exhibit
Number Description
99.1 Second Amended and Restated Employment Agreement, dated May 17, 2005,
between the Company and Timothy J. Roach.
-3-