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): October 21, 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On October 24, 2005, the Board of Directors of the Company amended the
Company's By-Laws to amend:
(i) Article IV, Section 1 to conform the quorum provision to the basic
quorum provision of the Delaware General Corporation Law;
(ii) Article IV, Section 2 to conform the voting provision at
stockholders' meetings to the basic stockholder provision of the Delaware
General Corporation Law;
(iii) the caption of Article VII of the By-Laws to clarify that the
section pertains to all committees of the Board of Directors and the text of
Article VII to provide, as permitted by the Delaware General Corporation Law,
for committees of the Board to consist of one or more, rather than three or
more, directors;
(iv) Article IX, Section 1 to make permissive, rather than mandatory,
various officer positions, to clarify that the non-executive chairman or vice
chairman of the Board of Directors are not officers and to eliminate the
restriction, previously required by Delaware law, that the officers of president
and secretary could not be held by the same person; and
(v) to change the term "shareholder" to "stockholder" throughout the
By-Laws to conform to the terminology of the Delaware General Corporation Law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
3 By-laws of the Company
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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: October 28, 2005 By: /s/ Timothy J. Roach
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Timothy J. Roach,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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3 By-laws of the Company
4