##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Fiscal Year Ended April 30, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number: 0-30869
 Stratos International, Inc.
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    36-4360035(I.R.S. Employer
Identification No.)7444 West Wilson Avenue 
Chicago, Illinois(Address of Principal Executive Offices)
    
    60706(Zip Code)
 (Exact Name of Registrant as Specified in its Charter)
 Registrants telephone number, including area code:
 (708) 867-9600
 Securities registered pursuant to Section 12(b) of the Act:
 $.01 par value Common Stock
(Title of Class)
 Securities registered pursuant to Section 12(g) of the Act:
 None
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ




---



##### Table of Contents



EXPLANATORY NOTE




---



##### 



TABLE OF CONTENTS
 Item 10. Directors and Executive Officers of the Registrant
    
    
    4Item 11. Executive Compensation
    
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
    
    
    12Item 13. Certain Relationships and Related Transactions
    
    
    15Item 14. Principal Accountant Fees and Services
    
    
    15Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    16Certification of Principal Executive OfficerCertification of Principal Financial Officer




---



##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Information Concerning Our Board of Directors
  Director
    
    Age
    
    Principal OccupationReginald W. Barrett
    
    
    78
    
    
    Reginald W. Barrett, Director & Chairman of the Board
Mr. Barrett, Chairman of the Board, is President and
Chief Executive Officer of Clements National Company
(manufacturer of electrical and hot air products).
From 1982 until his retirement in 1990, Mr. Barrett
served as President of Pyle National, which became
part of Brintec Corporation (connector
manufacturer). Mr. Barrett chairs the Corporate
Governance and Strategic Development Committees, is
a member of the Compensation Committee, and has been
a director of Stratos since 2003.Kenne P. Bristol
    
    
    63
    
    
    Prior to his retirement in September 2004, Mr.
Bristol served as the Chairman of the Alliance
Bancorp Division of Charter One Financial, Inc., a
Nasdaq-listed banking company, from July 2001 to
September 2004. Mr. Bristol also served as
President, Chief Executive Officer and a Director of
Alliance Bancorp, Inc., and its primary subsidiary
Liberty Federal Bank, from July 1992 until it was
acquired by Charter One Financial, Inc. in July
2001. Prior to its acquisition, Alliance Bancorp,
Inc. was a Nasdaq-listed public company. Mr.
Bristol chairs the Compensation Committee, is a
member of the Corporate Governance and Strategic
Development Committees, and has been a director of
Stratos since 2005.Philip A. Harris
    
    
    59
    
    
    Mr. Harris was appointed President and Chief
Executive Officer of Stratos in December 2004. He
has been a director of Stratos since 2003. Mr.
Harris was Executive Vice President of Sprint North
Supply, a telecommunications equipment distributor
from 1993 until his retirement in 2001. From 1978
until 1993, Mr. Harris held a number of senior
operating positions with Sprint Corporation, and
prior to that time was an assistant professor of
marketing. Mr. Harris is a member of the Strategic
Development Committee.David Y. Howe
    
    
    42
    
    
    Mr. Howe is a Managing General Partner at Enhanced
Equity Fund, a private equity firm. Prior to
founding Enhanced Equity in 2005, Mr. Howe was a
Managing Director and Partner at Lightyear Capital,
a private equity firm. From 1993




---



##### Table of Contents



Director
    
    Age
    
    Principal Occupationuntil joining
Lightyear in 2003, Mr. Howe was employed by Citicorp
Venture Capital, a private equity firm, most
recently as a Partner. Mr. Howe is a member of the
Audit Committee and has been a director since 2003.Charles Daniel Nelsen
    
    
    43
    
    
    C. Daniel Nelsen has been the Director of Global
Supply Chain Strategy and Planning for Motorola
Inc.s Global Telecommunication Sector (GTSS) since
2000. From 1998 to 2000, Mr. Nelsen served as Senior
Manager, Supply Chain of A.T. Kearney, an
international consulting firm. Prior to that, from
1994 to 1998, Mr. Nelsen held the positions of
Managing Associate, Senior Associate and Associate
in Coopers & Lybrands International Supply Chain
Consulting Practice. Prior to joining Cooper &
Lybrands consulting area, Mr. Nelsen held various
Senior Management positions in manufacturing,
Operations, Quality and Engineering. Mr. Nelsen is a
member of the Governance Committee, the Audit
Committee and has been a director since 2000.Edward J. OConnell
    
    
    54
    
    
    Edward J. OConnell has served as Chief Financial
Officer of Gardner, Carton & Douglas, LLP, a
provider of legal services, since 2000. From 1999 to
2000, Mr. OConnell served as Chief Financial
Officer of Hey Company, LLC, an e-commerce company.
From 1998 to 1999, Mr. OConnell served as the
Senior Vice President of Finance and Administration,
Chief Financial Officer and Secretary of Delphi
Information Systems, Inc. (now known as ebix.com),
a software, consulting services and e-commerce
company. From 1995 to 1998, Mr. OConnell served as
Chief Operating Officer and Chief Financial Officer
for Keck, Mahin & Cate, a provider of legal
professional services. From 1991 to 1995, Mr.
OConnell served as Senior Vice President and Chief
Financial Officer of Genderm Corporation, a
manufacturer of pharmaceuticals. From 1981 to 1991,
Mr. OConnell served as Executive Vice President of
Administration and Chief Financial Officer of Union
Special Corporation, a manufacturer of industrial
sewing equipment. Mr. OConnell is a member of the
Compensation Committee, chairs the Audit Committee,
and has been a director since 2000.Brian J. Stark
    
    
    57
    
    
    Brian J Stark has been a director since June 2006.
Mr. Stark is former President of the Controls Group
for Johnson Controls, where he was responsible for
systems, products and services worldwide, and
facility management covering a broad range of
operations, maintenance and consulting programs. Mr.
Stark serves on the Board of Directors for the
Milwaukee School of Engineering and Childrens
Hospital of Wisconsin. He holds a Bachelor of
Science Degree in Electrical Engineering from
Milwaukee School of Engineering.




---



##### Table of Contents



Director
    
    Age
    
    Principal OccupationNewell V. Starks
    
    
    54
    
    
    Mr. Starks was a director of Sterling since it was
organized in 1989 and was Chairman of Sterlings
board of directors in 2003 until it merged with
Stratos. Mr. Starks served as Chief Strategy Officer
of Stratos from 2003 until 2005. From 1984 until
1991, Mr. Starks was at Citicorp Venture Capital, a
private equity firm, most recently as Vice
President, where he initiated CVCs investment in
Sterling. Since leaving CVC, Mr. Starks has served
as a private consultant to technology companies,
including Sterling, on strategic matters and also
has been a private investor. Mr. Starks is a member
of the Strategic Development Committee and has been
a director since 2003.
 Audit Committee
   Information Concerning our Executive Officers
  Richard C.E. Durrant
    
    
    45
    
    
    Executive Vice President of Stratos since
November 2004, Executive Vice President
Passive Subsystems 2002 through November
2004 and the Managing Director of our UK
Stratos Limited subsidiary since its
acquisition in December 1998. Mr. Durrant
previously served as the Managing Director
of Methode Fiber Optic Europe Ltd. from 1997
through April 2000. From 1989 through 1997
Mr. Durrant served as Sales Director of
Mikon Ltd., a Methode subsidiary.Barry Hollingsworth
    
    
    41
    
    
    Vice President and Chief Financial Officer
of Stratos since February 2005. From 2004
until his appointment as CFO, Mr.
Hollingsworth was Vice President of
Administration for Stratos. Prior to joining
Stratos, he was Director of Finance at
Heidrick & Struggles International from




---



##### Table of Contents



2000
through 2003 and was employed by The Tribune
Company from 1994 through 2000, where he
served in various capacities including
internal audit and investor relations.Joe D. Norwood
    
    
    65
    
    
    Executive Vice President of Stratos since
May 2004 and President and Chief Executive
Officer of Sterling Holding Company since
2001. During 2001, Mr. Norwood served as
Executive Vice President and Chief Operating
Officer of Sterling; from 1997 to 2001, he
was President of Sterlings Trompeter Electronics subsidiary. He served
as Vice President of Amphenol Corporation in charge of their
RF/Microwave and Fiber Optic Products divisions from 1986 until 1992
and again from 1995 to 1996 as a Vice President of their Time Fiber
Communications subsidiary. From 1992 to 1994 he served as a Vice
President of ITT Cannon in charge of Military Aerospace and other
North American operations.
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  
 Item 11.Executive Compensation.
 Compensation of Directors




---



##### Table of Contents



Compensation of Executive Officers
  Long Term CompensationAwards
    
    PayoutsAnnualCompensation
    
    
    
    
    
    
    
    
    
    Restricted
    
    Securities
    
    LTIPFiscal
    
    Salary
    
    
    
    Stock
    
    Underlying
    
    Payouts
    
    All OtherName and Principal Position
    
    Year
    
    ($) (3)
    
    Bonus
    
    Awards($)
    
    Options(#)
    
    ($) (7)
    
    CompensationPhillip A. Harris (1)
    
    
    2006
    
    
    
    257,400
    
    
    
    65,000
    
    
    
    439,796
    (4)
    
    
    
    
    
    
    
    
    
    
    2,139
    (8)President and Chief
    
    
    2005
    
    
    
    154,816
    
    
    
    
    
    
    
    416,000
    (5)
    
    
    
    
    
    
    
    
    
    
    Executive OfficerBarry Hollingsworth (2)
    
    
    2006
    
    
    
    139,616
    
    
    
    21,987
    
    
    
    121,023
    (4)
    
    
    
    
    
    
    
    
    
    
    4,920
    (8)Vice President,
    
    
    2005
    
    
    
    108,846
    
    
    
    17,200
    
    
    
    79,550
    (5)
    
    
    
    
    
    
    
    
    
    
    Finance and ChiefFinancial OfficerRichard C.E. Durrant
    
    
    2006
    
    
    
    228,514
    
    
    
    37,888
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,501
    (8)Executive Vice President
    
    
    2005
    
    
    
    194,738
    
    
    
    28,537
    
    
    
    96,800
    (5)
    
    
    
    
    
    
    41,457
    
    
    
    11,224
    (8)2004
    
    
    
    181,101
    
    
    
    34,796
    
    
    
    76,650
    (6)
    
    
    6,000
    
    
    
    
    
    
    
    Joe Norwood
    
    
    2006
    
    
    
    244,996
    
    
    
    53,787
    
    
    
    121,023
    (4)
    
    
    
    
    
    
    
    
    
    
    132,681
    (8)Executive Vice President
    
    
    2005
    
    
    
    245,000
    
    
    
    36,202
    
    
    
    114,400
    (5)
    
    
    
    
    
    
    
    
    
    
    12,654
    (8)2004
    
    
    
    127,933
    
    
    
    
    
    
    
    204,400
    (6)
    
    
    
    
    
    
    
    
    
    
    2,756
    (8)
 
 (1)
    
    Mr. Harris has served as a director of Stratos since November 2003, and was appointed to
serve as Stratos President and Chief Executive Officer in December 2004. Amounts in the table
include compensation paid to Mr. Harris in fiscal 2005 prior to his appointment as our President
and Chief Executive Officer.(2)
    
    Mr. Hollingsworth was appointed to serve as Stratos Vice President and Chief Financial Officer
in February 2005, and he served as Stratos Vice President of Administration from 2004 until his
appointment as Vice President and Chief Financial Officer. Amounts in the table include
compensation paid to Mr. Hollingsworth in fiscal 2005 prior to his appointment as our Vice
President and Chief Financial Officer.(3)
    
    Includes a car allowance of $4,800 and $2,000 in 2006 and 2005 for Mr. Harris; $15,600, $15,600
and $3,900 in 2006, 2005 and 2004 for Mr. Durrant; $6,996, $6,996, and $4,082 in 2006, 2005 and
2004, for Mr. Norwood. Also includes $12,600 housing allowance in 2006 for Mr. Harris.(4)
    
    These shares of restricted stock were awarded at the fair market value at date of grant,
pursuant to the Stratos Lightwave, Inc. 2003 Stock Plan. The restricted shares vest over a period
of four years from date of grant, subject to certain acceleration provisions based upon the annual
performance of Stratos. The fair market value of the awards at August 18, 2006 was $337,492 for Mr.
Harris; $92,871 for Mr. Hollingsworth; and $92,871 for Mr. Norwood.(5)
    
    These shares of restricted stock were awarded at the fair market value at date of grant,
pursuant to the Stratos Lightwave, Inc. 2003 Stock Plan. The restricted shares vest over a period
of five years from date of grant, subject to certain acceleration provisions based upon the annual
performance of Stratos. The




---



##### Table of Contents



fair market value of the awards at August 18, 2006 was $133,540 for Mr. Durrant; $607,000 for
Mr. Harris; $110,778 for Mr. Hollingsworth; and $157,820 for Mr. Norwood.(6)
    
    These shares of restricted stock were awarded at the fair market value at date of grant,
pursuant to the Stratos Lightwave, Inc. 2003 Stock Plan. The restricted shares vest over a period
of five years from date of grant, subject to certain acceleration provisions based upon the annual
performance of Stratos. The fair market value of the awards at August 18, 2006 was $91,050 for Mr.
Durrant and $242,800 for Mr. Norwood.(7)
    
    All LTIP payouts represent amounts paid pursuant to the Stratos Longevity Contingent Bonus
Plan. The Stratos Longevity Contingent Bonus Plan is designed to reward continued service to
Stratos. This plan awards officers and key management personnel a matching bonus equal to the
amount of the current quarterly bonus. This matching bonus is earned and payable over two years,
provided the participant is still employed by Stratos at the time of payment and performance has
been satisfactory. If employment is terminated during the two-year period for any reason other than
death, disability or retirement, or if employment performance is not satisfactory, the matching
bonus is forfeited.(8)
    
    Represents amounts contributed by Stratos on behalf of the Named Officer to the Stratos
International, Inc. 401(k) Savings Plan (the 401(k) Plan) and in the case of Mr. Durrant, the
amount includes $6,000 and $4,040 paid under the Stratos Patent Incentive Program in 2006 and 2005.
In the case of Mr. Norwood, the amount includes $132,681 in relocation expenses paid in 2006. Option Grants in Fiscal Year 2006
  Aggregated Option Exercises in Fiscal Year 2006 and Fiscal Year-End Option Values
  SharesAcquired
    
    Value
    
    Number of Securities Underlying
    
    Value of Unexercised In-the-Exercise on
    
    Realized
    
    Unexercised Options at 04-30-06
    
    Money Options at 04-30-06($)(1)Name
    
    (#)
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisablePhillip A. Harris
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Barry Hollingsworth
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    2,250
    
    
    $
    13,440
    
    
    $
    17,280Richard C.E. Durrant
    
    
    
    
    
    
    
    
    
    
    18,289
    
    
    
    
    
    
    $
    140,460
    
    
    $
    Joe Norwood
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Based upon a closing sale price per share of Stratos common stock of $7.68 on April 30,
2006. Long-Term Incentive Plan Awards Table




---



##### Table of Contents



Performance or
    
    Estimated Future Payouts UnderOther Period
    
    Non-Stock Price-Based PlansUntil Maturation
    
    Threshold
    
    Target
    
    MaximumName
    
    or Payout (1)
    
    ($)
    
    ($)
    
    ($)Phillip A. Harris
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joe D. Norwood
    
    1 Year
    
    
    36,033
    
    
    
    36,033
    
    
    
    36,033Richard C.E. Durrant
    
    1 Year
    
    
    18,203
    
    
    
    18,203
    
    
    
    18,203Barry Hollingsworth
    
    1 Year
    
    
    12,294
    
    
    
    12,294
    
    
    
    12,294
 
 (1)
    
    Subject to the conditions discussed above, the matching bonus is earned and payable fifty
percent (50%) one year after the end of the relevant fiscal quarter and fifty percent (50%) two
years after the end of the relevant fiscal quarter. Employment Contracts, Termination of Employment and Change of Control Arrangements
 2000 Stock Plan and 2003 Stock Plan.
   Stratos Management Retention Agreements.




---



##### Table of Contents



Employee Stock Purchase Plan.
    Compensation Committee Interlocks and Insider Participation in Compensation Decisions




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders Matters.
 Equity Compensation Plans
  Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    future issuance underto be issued
    
    Weighted-average
    
    equity compensationupon exercise of
    
    exercise price of
    
    plans (excludingoutstanding options,
    
    outstanding options,
    
    securities reflectedwarrants and rights
    
    warrants and rights
    
    in column (a))Plan category
    
    (a)
    
    (b)
    
    ( c)Equity compensation plans
approved by security holders
    
    
    290,526
    
    
    $
    15.94
    
    
    
    1,597,860




---



##### Table of Contents



Security Ownership of Five Percent Beneficial Owners
  Number ofNumber of
    
    
    
    
    
    SharesShares of
    
    
    
    
    
    of Series BCommon
    
    Percent of
    
    Preferred
    
    Percent ofStock
    
    Class
    
    Stock
    
    ClassSteel Partners II, LP (1)
    
    
    2,183,650
    
    
    
    15.1
    
    
    
    
    
    
    
    0.0
    %590 Madison Ave,
New York, New York 10022Dimensional Fund Advisors Inc (2)
    
    
    1,105,417
    
    
    
    7.6
    
    
    
    
    
    
    
    0.0
    %1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401Quaker Capital Management Corporation (3)
    
    
    1,034,800
    
    
    
    7.1401 Wood Street
Suite 1300
Pittsburgh, PA 15222William N. Stout (4)
    
    
    887,543
    
    
    
    6.1
    
    
    
    9,462
    
    
    
    93.8
    %8084 McKenzie Ct.
Las Vegas, Nevada 89129
 
 (1)
    
    Based on a Statement on Schedule 13D/A filed by STEEL PARTNERS II, L.P. with the SEC on
June 12, 2006.(2)
    
    Based on a Statement on Schedule 13F filed by Dimensional Fund Advisors Inc. with the
SEC on June 30, 2006.(3)
    
    Based on a Statement on Schedule 13F filed by Quaker Capital Management Corporation
with the SEC on June 30, 2006.(4)
    
    Based on a Statement on Schedule 13G/A filed by William N. Stout with the SEC on
February 14, 2006.




---



##### Table of Contents



Ownership of Stratos Common Stock by Stratos Directors and Executive Officers
  Number of Sharesand Nature ofBeneficial
    
    Percent ofName of Beneficial Owner
    
    Ownership
    
    ClassBarrett, Reg (1)
    
    
    101,826
    
    
    
    0.7
    %Bristol, Kenne (2)
    
    
    44,000
    
    
    
    0.3
    %Durrant, Richard (3)
    
    
    64,165
    
    
    
    0.4
    %Harris, Phillip A (4)
    
    
    192,100
    
    
    
    1.3
    %Hollingsworth, Barry (5)
    
    
    35,300
    
    
    
    0.2
    %Howe, David (6)
    
    
    93,110
    
    
    
    0.6
    %Nelsen, Charles Dan (7)
    
    
    36,385
    
    
    
    0.2
    %Norwood, Joe (8)
    
    
    201,655
    
    
    
    1.4
    %OConnell, Edward (9)
    
    
    36,080
    
    
    
    0.2
    %Stark, Brian (10)
    
    
    24,000
    
    
    
    0.2
    %Starks, Newell (11)
    
    
    225,922
    
    
    
    1.5
    %All Directors and Executive Officers as a
Group (11 individuals) (12)
    
    
    1,054,543
    
    
    
    7.2
    %
 
 (1)
    
    Includes 39,368 shares of restricted common stock.(2)
    
    Includes 36,000 shares of restricted common stock.(3)
    
    Includes 34,105 shares of restricted common stock, and 18,289 shares of common stock subject to
options that are exercisable.(4)
    
    Includes 145,600 shares of restricted common stock, and 3,798 shares of common stock held in a
401(k) account.(5)
    
    Includes 32,344 shares of restricted common stock, and 1,750 options that are exercisable.(6)
    
    Includes 29,684 shares of restricted common stock.(7)
    
    Includes 29,684 shares of restricted common stock, and 385 shares of common stock held in an
individual retirement account.(8)
    
    Includes 53,580 shares of restricted common stock, and 124,215 shares of common stock as
beneficiary of Norwood Family Trust dated November 10, 2003.




---



##### Table of Contents



(9)
    
    Includes 29,684 shares of restricted common stock, 50 shares of common stock held jointly with
his wife, 30 shares of common stock held in an individual retirement account.(10)
    
    Includes 24,000 shares of restricted common stock.(11)
    
    Includes 76,350 shares of restricted common stock, 12,421 shares of common stock held as sole
member of Kennan Road LLC and 106,799 shares of common stock held as sole member of Kennan Road II
LLC.(12)
    
    Includes 20,039 shares of common stock subject to options that are exercisable, 4,213 shares
of common stock held in retirement plans, 124,215 shares of common stock held in trust, 50 shares
of common stock held jointly and 530,783 shares of restricted common stock. 
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
  2006
    
    2005Audit Fees
    
    
    533,473
    
    
    
    519,023Audit-Related Fees
    
    
    20,940
    
    
    
    118,980Tax Fees
    
    
    29,820
    
    
    
    38,594All Other FeesTotal
    
    
    584,233
    
    
    
    676,597




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
 Financial Statements.
 Financial Statement Schedule.
 Exhibits Required by Item 601 of Regulation S-K.
 ExhibitNumber
    
    Description of Document2.1
    
    Agreement and Plan of Merger, dated as of July 2, 2003, as amended as of August 19, 2003 and
October 31, 2003, among Stratos Lightwave, Inc., Sleeping Bear Merger Corp. and Sterling
Holding Company (incorporated by reference to Exhibit 2.1 to the registrants Current Report
on Form 8-K filed November 12, 2003)3.1
    
    Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1
to the Registrants Annual Report on Form 10 K for the fiscal year ended April 30, 2005)3.2
    
    Certificate of Amendment of Restated Certificate of Incorporation of the Registrant ***3.3
    
    Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Annual
Report on Form 10 K for the fiscal year ended April 30, 2005)3.4
    
    Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to
Exhibit 3.1)3.5
    
    Certificate of Designation for Series B Preferred Stock (incorporated by reference to Exhibit 3.1)4.1
    
    Specimen certificate representing the common stock (incorporated by reference to Exhibit 4.1
to registrants Amendment No. 2 to Form S-1, filed June 22, 2000)4.2
    
    Specimen Certificate representing the Series B Preferred Stock (incorporated by reference to
Exhibit 4.2 to registrants Quarterly Report on Form 10-Q filed December 15, 2003)4.3
    
    Rights Agreement, dated as of March 23, 2001, between Stratos International, Inc. and Mellon
Investor Services LLC (incorporated by reference to Exhibit 99.2 to registrants Current
Report on Form 8-K, filed March 28, 2001)4.4
    
    First Amendment, dated as of July 2, 2003, to Rights Agreement, dated as of March 23, 2001,
between Stratos Lightwave, Inc. and Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 1.2 to registrants Form 8-A/ A, filed August 7, 2003)4.5
    
    Registration Rights Agreement, dated as of July 2, 2003, among Stratos Lightwave, Inc.,
Citicorp Venture Capital Ltd., the William N. and Carol A. Stout Trust dated 11/24/98 and the
William N. and Carol A. Stout
Charitable Remainder Unit Trust (incorporated by reference to
Exhibit 4.4 to Amendment No. 1 to Form S-4, filed September 29, 2003)




---



##### Table of Contents



ExhibitNumber
    
    Description of Document4.6
    
    Standstill Agreement, dated as of July 2, 2003, between Stratos Lightwave, Inc. and Citicorp
Venture Capital Ltd. (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Form S-4,
filed September 29, 2003)10.1
    
    Form of Indemnity Agreement between Registrant and Registrants directors and officers**
(incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Form S-1, filed June 5, 2000)10.2
    
    Stratos Lightwave, Inc. 2000 Stock Plan, as amended and restated (incorporated by reference
to Exhibit 10.9 to registrants Annual Report on Form 10-K, filed July 26, 2001)10.3
    
    Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies (incorporated by reference to
Exhibit 99.1 to registrants Form S-8, filed January 31, 2002)10.4
    
    Stratos Lightwave, Inc. 2003 Stock Plan** (incorporated by reference to Exhibit 10.1 to
Amendment No. 1 to Form S-4, filed September 29, 2003)10.5
    
    Amendment to Stratos Lightwave, Inc. 2003 Stock Plan** (incorporated by reference to Appendix
B to registrants definitive proxy statement filed August 8, 2006)10.6
    
    Management Retention Agreement between the Registrant and Phillip A. Harris, dated February
1, 2005** (incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 1, 2005)10.7
    
    Form of the Restricted Stock Agreement for Directors of the Stratos Lightwave, Inc. 2003
Stock Plan (incorporated by reference to Exhibit 99.1 on form 8-K, filed on December 6, 2005)10.8
    
    Form of the Restricted Stock Agreement for Employees of the Stratos Lightwave, Inc. 2003
Stock Plan** (incorporated by reference to Exhibit 10.3 on Form 8-K filed May 1, 2006)10.9
    
    Stratos Lightwave, Inc. 2003 Employee Stock Purchase Plan** (incorporated by reference to
Exhibit 10.2 to Amendment No. 1 to Form S-4, filed September 29, 2003)10.10
    
    Management Retention Agreement between the Registrant and James McGinley** (incorporated by
reference to Exhibit 10.11 to registrants Quarterly Report on Form 10-Q, filed December 16,
2002)10.11
    
    Amendment to Management Retention Agreement between the Registrant and James McGinley**
(incorporated by reference to Exhibit 10.12 to registrants Annual Report on Form 10-K, filed
July 29, 2003)10.12
    
    Amendment to Management Retention Agreement between the Registrant and James McGinley**
(incorporated by reference to Exhibit 99.3 on Form 8-K filed on November 12, 2004)10.13
    
    Management Retention Agreement between the Registrant and David Slack** (incorporated by
reference to Exhibit 10.12 to registrants Quarterly Report on Form 10-Q, filed December 16,
2002)10.14
    
    Amendment to Management Retention Agreement between the Registrant and David Slack**
(incorporated by reference to Exhibit 10.13 to registrants Annual Report on Form 10-K, filed
July 29, 2003)10.15
    
    Amendment to Management Retention Agreement between the Registrant and David A. Slack, dated
February 4, 2005** (incorporated by reference to Exhibit 99.2 on Form 8-K filed on February 9,
2005)10.16
    
    Management Retention Agreement between the Registrant and Richard Durrant** (incorporated by
reference to Exhibit 10.14 to registrants Quarterly Report on Form 10-Q, filed December 16,
2002)




---



##### Table of Contents



ExhibitNumber
    
    Description of Document10.17
    
    Amendment to Management Retention Agreement between the Registrant and Richard Durrant**
(incorporated by reference to Exhibit 10.15 to registrants Annual Report on Form 10-K, filed
July 29, 2003)10.18
    
    Agreement dated May 3, 2004 concerning expense reimbursement between the Registrant and
Richard C.E. Durrant** (incorporated by reference to Exhibit 10.2 on Form 8-K filed on
February 1, 2005)10.19
    
    Employment, Confidentiality and Noncompete Agreement, dated as of November 3, 1997, by and
between Trompeter Electronics, Inc. and Joe Norwood** (incorporated by reference to Exhibit
10.17 on Form 10-K/ A filed on August 30, 2004)10.20
    
    Salary Continuation Agreement, dated as of August 10, 2004, by and between Trompeter
Electronics, Inc. and Joe Norwood** (incorporated by reference to Exhibit 10.20 on Form 10-K/A
filed on August 30, 2004)10.21
    
    Form of the Option Agreement of the Stratos Lightwave, Inc. 2003 Stock Plan** (incorporated
by reference to Exhibit 10.22 on Form 10-K filed July 29, 2005)10.22
    
    Form of Management Retention Agreement** (incorporated by reference to Exhibit 10.1 on Form
8-K filed May 1, 2006)10.23
    
    Restricted Stock Agreement between the Registrant and Phillip A. Harris, dated December 15,
2004, as amended and restated as of September 14, 2005** (incorporated by reference to Exhibit
99.4 to the registrants Current Report on Form 8-K, filed September 21, 2005)10.24
    
    Amendment to Restricted Stock Agreement between the Registrant and Phillip A. Harris, dated
as of December 6, 2005** (incorporated by reference to Exhibit 99.3 to registrants Current
Report on Form 8-K, filed December 8, 2005)10.25
    
    Restricted Stock Agreement between the Registrant and Newell V. Starks, dated April 29,
2004, as amended and restated as of September 14, 2005** (incorporated by reference to Exhibit
99.5 to the registrants Current Report on Form 8-K, filed September 21, 2005)10.26
    
    Restricted Stock Agreement between the Registrant and Newell V. Starks, dated March 9,
2005** (incorporated by reference to Exhibit 99.3 to the registrants Current Report on Form
8-K, filed September 21, 2005)10.27
    
    Restricted Stock Agreement between the Registrant and Newell V. Starks, dated December 6,
2005 (incorporated by reference to Exhibit 99.4 to the registrants Current Report on Form
8-K, filed December 8, 2005).10.28
    
    Schedule of Non-Management Director Fees** (incorporated by reference to Exhibit 10.24 on
Form 10-K filed July 29, 2005)10.29
    
    Summary Schedule of Officer Compensation** ***10.30
    
    Form of the 2006 Annual Incentive Bonus Plan** (incorporated by reference to Exhibit 99.6 to
registrants Current Report on Form 8-K, filed September 21, 2005)10.31
    
    2007 Annual Incentive Bonus Plan** (incorporated by reference to Exhibit 10.1 on Form 8-K
filed May 1, 2006)14
    
    Stratos International, Inc. Code of Business Conduct and Ethics (posted on registrants website at
www.stratosinternational.com)21
    
    List of Subsidiaries ***




---



##### Table of Contents



ExhibitNumber
    
    Description of Document23.1
    
    Consent of BDO Seidman, LLP ***23.2
    
    Consent of Ernst & Young LLP ***24
    
    Power of Attorney ***31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer***31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer***31.3
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*31.4
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*32.1
    
    Section 1350 Certification of Chief Executive Officer32.2
    
    Section 1350 Certification of Chief Financial Officer
 
 *
    
    Filed herewith.**
    
    Management contract or compensatory plan or arrangement required to be filed as an exhibit to
this annual report on Form 10-K.***
    
    Previously filed
    
    Previously furnished as exhibit.




---



##### Table of Contents



SIGNATURES