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): June 7, 2005
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)
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 June 7, 2005, the Compensation Committee of Company's Board of
Directors granted options to various employees under the Company's stockholder
approved 1995 Stock Option Plan, including the following options to the
Company's executive officers to purchase the number of shares of the Company's
Common Stock set forth below opposite the respective executive officer's name,
each of which options is exercisable in whole or in part at any time or from
time to time until June 6, 2015 at $1.485 per share, the average of the highest
and lowest sales prices per share of the Company's Common Stock on June 7, 2005:
Number of Shares
Name Title Subject to Option
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Timothy J. Roach President and Chief Executive Officer 54,100
Kenneth A. Paladino Vice President - Finance, 39,000
Chief Financial Officer
and Chief Operating Officer
Nisar Chauhdry Vice President - 27,500
Electrical Engineering and
Chief Technology Officer
Virginia M. Hall Vice President - Administration and 27,500
Contract Administration
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Non-Qualified Stock Option Contract dated June 7,
2005 between the Company and Timothy J. Roach.
99.2 Form of Incentive Stock Option Contract dated June 7,
2005 between the Company and separately with each of
Kenneth A. Paladino, Nisar Chaudry and Virginia M.
Hall.
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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: June 13, 2005 By: /s/ Kenneth A. Paladino
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Kenneth A. Paladino,
Vice President - Finance,
Chief Financial Officer
and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Non-Qualified Stock Option Contract dated June 7, 2005 between the
Company and Timothy J. Roach.
99.2 Form of Incentive Stock Option Contract dated June 7, 2005 between the
Company and separately with each of Kenneth A. Paladino, Nisar Chaudry
and Virginia M. Hall.
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