<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(X)      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For Quarterly Period Ended     MARCH 31, 2001
                                    ----------------------

( )      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
                       --------

                          TRITON NETWORK SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                  59-3434350
-------------------------------                  ------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                  8529 South Park Circle Orlando, Florida 32819
        -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (407) 903-0900
               --------------------------------------------------
               Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) 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 the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.

Common Stock, $0.001 par value                      35,003,061 Shares
------------------------------                      -----------------
            Class                             Outstanding at April 30, 2001


<PAGE>   2


                          Triton Network Systems, Inc.
                                      Index

<TABLE>
<CAPTION>
                                                                                             Page No.
                                                                                             --------

<S>                                                                                          <C>
PART I. FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of December 31, 2000 and
                  March 31, 2001                                                                 3

                  Consolidated Statements of Operations for the Three
                  Months Ended March 31, 2000 and 2001                                           4

                  Consolidated Statements of Cash Flows for the Three
                  Months Ended March 31, 2000 and 2001                                           5

                  Notes to Consolidated Financial Statements                                     6

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                            8

Item 3.           Quantitative and Qualitative Disclosures about Market
                  Risk                                                                          12

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings                                                             13

Item 2.           Change in Securities and Use of Proceeds                                      13

Item 3.           Defaults in Senior Securities                                                 13

Item 4.           Submission of Matters to a Vote of Security Holders                           13

Item 5.           Other Information                                                             13

Item 6.           Exhibits and Reports on Form 8-K                                              13

Signature                                                                                       14
</TABLE>


                                       2
<PAGE>   3

Item 1. Financial Statements

                          Triton Network Systems, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                              DECEMBER 31,         MARCH 31,
                                                                  2000                2001
                                                             --------------      --------------
                                                                                   (UNAUDITED)

<S>                                                          <C>                 <C>
ASSETS
Current assets:
    Cash and cash equivalents .........................      $   48,524,616      $   41,645,873
    Short-term investments ............................          30,372,228          24,108,087
    Trade receivables .................................           4,772,193           6,651,375
    Inventory .........................................          17,750,902          14,198,289
    Other current assets ..............................           1,048,114             832,335
                                                             --------------      --------------
         Total current assets .........................         102,468,053          87,435,959
Property and equipment, net ...........................          19,213,463          18,490,130
Restricted cash .......................................           1,143,315           1,143,315
Intangible assets .....................................          32,989,431          31,048,875
Other non-current assets ..............................             941,444             969,561
                                                             --------------      --------------
         Total assets .................................      $  156,755,706      $  139,087,840
                                                             ==============      ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable ..................................      $    5,838,337      $    4,727,930
    Accrued compensation ..............................           2,507,091           2,206,140
    Other accrued expenses ............................           5,430,818           7,113,128
    Current portion of capital leases .................           2,170,768           2,148,723
    Current portion of notes payable ..................           1,404,555           1,965,074
                                                             --------------      --------------
         Total current liabilities ....................          17,351,569          18,160,995
Capital leases, net of current portion ................           2,103,802           1,603,814
Notes payable, net of current portion .................           4,653,764           5,059,492
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.001 par value; 10,000,000
       shares authorized, none issued and
       outstanding at December 31, 2000 and
       March 31, 2001 .................................                  --                  --
    Common stock, $.001 par value; 120,000,000
       shares authorized, 34,937,299 shares issued
       and outstanding at December 31, 2000 and
       35,007,594 issued and outstanding at
       March 31, 2001 .................................              63,225              63,271
    Additional paid-in capital ........................         235,097,372         235,280,140
    Notes receivable from stockholders ................            (431,624)           (425,306)
    Deferred compensation .............................          (2,326,855)         (1,894,452)
    Accumulated deficit ...............................         (99,755,547)       (118,760,114)
                                                             --------------      --------------
         Total stockholders' equity ...................         132,646,571         114,263,539
                                                             --------------      --------------
         Total liabilities and stockholders'
           equity .....................................      $  156,755,706      $  139,087,840
                                                             ==============      ==============
</TABLE>

See accompanying notes to financial statements


                                       3
<PAGE>   4

                          Triton Network Systems, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                        ------------------------------
                                                            2000              2001
                                                        ------------      ------------

<S>                                                     <C>               <C>
Revenues:
   Products ......................................      $  3,496,939      $  6,249,304
   Services ......................................                --         1,278,888
                                                        ------------      ------------
        Total revenues ...........................         3,496,939         7,528,192
Cost of revenues:
   Provision for estimated excess inventory ......                --         6,500,000
   Other .........................................         5,162,388         6,317,399
                                                        ------------      ------------
        Total cost of revenues ...................         5,162,388        12,817,399
Gross profit (loss) ..............................        (1,665,449)       (5,289,207)
Operating expenses:
   Research and development ......................         4,161,280         4,821,952
   Selling, general and administrative ...........         5,206,676         3,715,149
   Provision for doubtful accounts receivable ....                --         2,700,000
   Severance and related costs ...................                --           500,000
   Amortization of intangible assets .............                --         1,940,556
   Amortization of deferred compensation .........           320,475           432,404
                                                        ------------      ------------
        Total operating expenses .................         9,688,431        14,110,061
                                                        ------------      ------------
Loss from operations .............................       (11,353,880)      (19,399,268)
Other income (expenses):
   Interest income ...............................           564,104           904,850
   Interest and other expense ....................          (144,987)         (510,149)
                                                        ------------      ------------
        Total other income .......................           419,117           394,701
                                                        ------------      ------------
Net loss .........................................      $(10,934,763)     $(19,004,567)
                                                        ============      ============

Net loss per share--basic and diluted ............      $      (2.02)     $      (0.55)
                                                        ============      ============
Shares used in per share calculations--
   basic and diluted .............................         5,407,418        34,565,333
                                                        ============      ============

Pro forma net loss per common share:
   Net loss per share--basic and diluted .........      $      (0.45)     $      (0.55)
                                                        ============      ============
   Shares used in per share calculations--
     basic and diluted ...........................        24,213,887        34,565,333
                                                        ============      ============
</TABLE>

See accompanying notes to financial statements


                                       4
<PAGE>   5

                          Triton Network Systems, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
                                                                  ------------------------------
                                                                      2000              2001
                                                                  ------------      ------------

<S>                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ...................................................      $(10,934,763)     $(19,004,567)
Adjustments to reconcile net loss to net cash used
   in operating activities:
     Depreciation and amortization .........................           598,534         1,557,472
     Amortization of intangible assets .....................                --         1,940,556
     Amortization of deferred compensation .................           320,475           432,404
     Provision for estimated excess inventory ..............                --         4,500,000
     Provision for doubtful accounts receivable ............                --         2,700,000
     Other .................................................           265,284                --
Changes in operating assets and liabilities, net of
  effects of acquisition:
     Increase in trade receivables .........................          (965,031)       (4,579,182)
     Increase in inventory .................................        (2,346,987)         (947,387)
     (Increase) decrease in other current assets ...........          (557,343)          215,779
     Increase in restricted cash and other
       non-current assets ..................................          (863,736)          (28,117)
     Increase (decrease) in accounts payable, accrued
       compensation and other accrued expenses .............           992,314           270,952
                                                                  ------------      ------------
Net cash used in operating activities ......................       (13,491,253)      (12,942,090)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment ........................        (2,976,065)         (834,140)
Sales of investments .......................................                --         6,264,141
                                                                  ------------      ------------
Net cash provided by (used in) investing activities ........        (2,976,065)        5,430,001

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of common stock .............           202,211           182,814
Proceeds from notes payable ................................         1,817,155         1,090,354
Payments on capital leases and notes payable ...............          (342,565)         (639,822)
                                                                  ------------      ------------
Net cash provided by financing activities ..................         1,676,801           633,346

Net decrease in cash and cash equivalents ..................       (14,790,517)       (6,878,743)

Cash and cash equivalents at beginning
   of period ...............................................        46,130,279        48,524,616
                                                                  ------------      ------------
Cash and cash equivalents at end of period .................      $ 31,339,762      $ 41,645,873
                                                                  ============      ============


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid ..............................................      $    134,750      $    354,448
                                                                  ============      ============
NON-CASH FINANCING AND INVESTING ACTIVITIES
Fixed assets acquired under capital
   lease obligations .......................................      $    223,979      $         --
                                                                  ============      ============
Common stock warrants issued in connection
   with lease and credit agreements ........................      $    360,000      $         --
                                                                  ============      ============
</TABLE>

See accompanying notes to financial statements


                                       5
<PAGE>   6

                          Triton Network Systems, Inc.

                   Notes To Consolidated Financial Statements
                                   (Unaudited)

Basis of Presentation

The financial information as of March 31, 2001 and for the three months ended
March 31, 2000 and 2001 is unaudited. In the opinion of management, such interim
financial information includes all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the results for such interim
periods. The consolidated financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These unaudited consolidated financial
statements should be read in conjunction with the Company's 2000 audited
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. The December 31, 2000
consolidated balance sheet data was derived from the audited consolidated
financial statements, but does not include all disclosures required by generally
accepted accounting principles. The consolidated results of operations for the
three months ended March 31, 2001 are not necessarily indicative of the results
to be expected for any future period.

Inventory

Inventories consisted of the following:

<TABLE>
<CAPTION>
                                    DECEMBER 31,       MARCH 31,
                                        2000              2001
                                    ------------      ------------
                                                      (UNAUDITED)

<S>                                 <C>               <C>
Raw materials ................      $ 10,843,597      $  7,696,378
Work in process ..............         3,933,818         3,781,562
Finished goods ...............         2,973,487         2,720,349
                                    ------------      ------------
   Total inventory ...........      $ 17,750,902      $ 14,198,289
                                    ============      ============
</TABLE>

Net Loss per Share

Basic and diluted net loss per share is based on the weighted-average number of
common shares outstanding for the reporting period. Restricted shares issued are
not included in basic or diluted loss per share in accordance with Statement of
Financial Accounting Standards Board Statement No. 128, Earnings Per Share.
Potentially dilutive securities, consisting of outstanding preferred stock,
stock options and common stock warrants, have been excluded from the diluted
loss per share calculation because their effects would have been anti-dilutive.

Pro forma basic and diluted loss per share gives effect to the conversion of the
convertible preferred stock, which automatically converted to common stock upon
the closing of the


                                       6
<PAGE>   7

Company's initial public offering, from the original date of issuance.

The following table sets forth the computation of actual and pro forma basic and
diluted loss per share:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                            2000              2001
                                                        ------------      ------------

<S>                                                     <C>               <C>
Actual:
  Net loss .......................................      $(10,934,763)     $(19,004,567)
                                                        ============      ============
  Weighted-average shares used in basic
    and diluted loss per share ...................         5,407,418        34,565,333
                                                        ============      ============
   Basic and diluted net loss per share ..........      $      (2.02)     $      (0.55)
                                                        ============      ============
Pro forma:
  Net loss .......................................      $(10,934,763)     $(19,004,567)
                                                        ============      ============
  Shares used above ..............................         5,407,418        34,565,333
  Adjustment to reflect weighted-
    average effect of assumed
    conversion of convertible preferred stock ....        18,806,469                --
                                                        ------------      ------------
  Weighted-average shares used in pro
    forma basic and diluted loss per
    share ........................................        24,213,887        34,565,333
                                                        ============      ============
   Pro forma basic and diluted net loss per
    share ........................................      $      (0.45)     $      (0.55)
                                                        ============      ============
</TABLE>

Credit Facility

In March 2001, the Company entered into a loan agreement with a financial
institution to borrow up to $3,000,000 to finance capital equipment purchases
during 2001. At the end of March 2001, approximately $1,100,000 had been
borrowed under this facility. The loans, which are repayable over a three-year
period, bear interest at an annual rate of 12% and are secured by the specific
capital purchases.

Inventory and accounts receivable provisions

During the first quarter of 2001, there was a rapid and unexpected decline in
the U.S. CLEC market for the Company's products as several existing and
potential customers had difficulty finding additional funding for network
buildouts. As a result of this rapid change in market conditions for the
Company's products, provisions for doubtful accounts receivable of $2,700,000
and estimated excess inventory of $6,500,000 were made during the first quarter
of 2001. The provision for doubtful accounts was for the outstanding receivable
balance from Advanced Radio Telecom, which recently filed for bankruptcy
protection. The excess inventory provision was due to inventory purchases and
purchase commitments made in the later part of 2000 for long lead-time
components to support expected customer demand in 2001.


                                       7
<PAGE>   8

            Item 2. Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


This discussion and analysis should be read in conjunction with our consolidated
financial statements and accompanying notes included in this report and the
financial statements and notes thereto for the year ended December 31, 2000 and
the risk factors included in the Company's Annual Report on Form 10-K for the
year 2000. Operating results are not necessarily indicative of results that may
occur in future periods.

Except for the historical information, the matters discussed herein are
forward-looking statements involving risks and uncertainties that could cause
actual results to differ materially from those in such forward-looking
statements. Examples of such forward looking statements include statements about
our future losses, research and development expenses and capital expenditures,
statements about anticipated improvements in our product cost per unit,
statements about increases in interest income, statements about future hiring
needs, and statements about the sufficiency of existing cash and cash
equivalents and investments and amounts available under our capital equipment
financing line to fund our operations for at least the next twelve months. The
Company assumes no obligation to update these forward-looking statements to
reflect events or circumstances after the date hereof. Further information
regarding these and other risks is included in Triton Network Systems' Annual
Report on Form 10-K for the year 2000, and its other filings with the Securities
and Exchange Commission.

OVERVIEW

We provide broadband wireless equipment that enables communications service
providers to deliver high-speed, cost-effective voice, video and data services
to their business customers. We currently offer two product lines: our Invisible
Fiber Internet product line for Internet service providers and our Invisible
Fiber SONET product line for communications service providers. We also develop
and sell ASIC modem chips and provide ASIC engineering services.

We began supplying our Invisible Fiber products for use in field trials during
the second half of 1999. We began recognizing revenues from sales of our
products during the first quarter of 2000. We currently depend on a limited
number of customers for substantially all of our revenues and the loss of one or
more of them, or any future customer on whom we may depend for significant
portion of our revenues, could significantly reduce our revenues. Additionally,
the volume of shipments to any of these customers can vary significantly from
quarter to quarter, which could unfavorably impact revenues from quarter to
quarter.

Our revenues grew significantly during 2000 from $3.5 million in the first
quarter to $9.5 million in the fourth quarter. The majority of our revenues were
from shipments of our Invisible Fiber units to U.S. Competitive Local Exchange
Carriers, or CLECs. During the first quarter of 2001, there was a rapid and
unexpected decline in the U.S. CLEC market for our products as several of our
existing and potential customers had difficulty finding additional funding for
network buildouts. As a result of this rapid change in market conditions for our
products, we have made provisions for doubtful accounts receivable of $2.7
million and estimated excess inventory of $6.5 million during the first


                                       8
<PAGE>   9

quarter of 2001. Additionally, we have provided $500,000 for severance and
related costs for cost reduction actions we took during the first quarter.

The provision for doubtful accounts was for the outstanding receivable balance
from Advanced Radio Telecom, which recently filed for bankruptcy protection. The
excess inventory provision was due to inventory purchases and purchase
commitments made in the later part of 2000 for long lead-time components to
support expected customer demand in 2001. Our current view is that we will not
achieve the sales volumes previously anticipated over the next few quarters.
Additionally, we have some amount of inventory which is in Advanced Radio
Telecom's warehouse. Should market conditions deteriorate further than we
currently estimate, additional inventory provisions could be required in future
periods.

We expect the current market conditions in the U.S. will negatively impact
revenues during the balance of 2001. As a result, we have taken additional
actions to reduce costs and conserve cash. These actions include, among other
things, reducing discretionary spending and an April 2001 workforce reduction of
approximately 20%. We will include a provision of between $0.5 million and $0.8
million in the second quarter of 2001 for severance and related costs.

Historically, we have incurred significant losses. As of March 31, 2001, we had
an accumulated deficit of approximately $118.8 million. We expect to incur
substantial losses for the foreseeable future. We also expect to incur
significant research and development, selling, marketing and general and
administrative expenses. As a result, we will need to generate significant
revenues to achieve and maintain profitability. We may never achieve
profitability.

FIRST QUARTER 2000 ACQUISITION

On March 31, 2000, we acquired certain assets and hired employees associated
with IBM's broadband modem product line in exchange for 2.75 million shares of
Series C preferred stock. This IBM unit developed and sold custom modems to us
for use in our products. During 1999, the majority of this unit's sales were to
us, with minor sales to one other customer. With the completion of this
transaction, we have secured intellectual property and engineering expertise for
future modem development, and we believe we will lower the cost of manufacturing
our products.

The total purchase price was approximately $41.3 million, with approximately
$2.3 million being allocated to net assets and approximately $39.0 million to
intangible assets, which consist of patent and patent application licenses and
patent disclosures. The intangible assets are being amortized over their useful
life of five years, or approximately $1.9 million per quarter.

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

Revenues. Revenues were $7.5 million for the quarter ended March 31, 2001, a
growth of 115% over the $3.5 million recorded in the first quarter of 2000. The
revenue growth included a higher volume of Invisible Fiber unit shipments and
increased delivery of ASIC modem chips and services to support a wireline
equipment customer. Approximately 73% of total revenues in the 2001 period were
from shipments of Invisible Fiber units. Two customers represented over 50% of
total revenues.


                                       9
<PAGE>   10

Gross Margins. Excluding the $6.5 million excess inventory provision, gross
margins as a percentage of revenues were approximately 16.1% in the first
quarter of 2001 compared to 14.2% in the fourth quarter of 2000. This
improvement was due primarily to the increased mix of higher margin ASIC modem
chip shipments and engineering services, which more than offset excess factory
capacity costs resulting from a lower volume of Invisible Fiber unit shipments.
Future gross margins can be significantly impacted from quarter to quarter by
the mix of product shipments and engineering services, and from excess factory
capacity costs should there be a low production volume of Invisible Fiber units.

Research and Development. Research and development expenses of $4.8 million for
the first quarter of 2001 were $0.7 million higher than the first quarter of
2000 and $2.1 million lower than the fourth quarter of 2000. First quarter 2001
and fourth quarter 2000 amounts included $1.1 million and $1.7 million,
respectively of expenses associated with the broadband modem product line
acquired at the end of the first quarter of 2000. The reduction from the fourth
quarter of 2000 was also due to lower level of outside engineering costs and
cost reduction actions taken by management in the first quarter of 2001.

Selling, General and Administrative. Selling, general and administrative
expenses of $3.7 million for the first quarter of 2001 were $1.5 million and
$0.7 million lower than the first and fourth quarter of 2000, respectively.
These reductions from the first quarter of 2000 included personnel and related
costs of $0.5 million, customer field trial costs of $0.2 million, customer
service of $0.3 million and professional services costs of $0.4 million. The
lower expenses from the fourth quarter of 2000 was due primarily to the expense
reduction actions taken by the Company in the first quarter of 2001 which
resulted in lower costs to support customer field trials of $0.2 million,
customer service of $0.2 million and professional services of $0.1 million.

LIQUIDITY AND CAPITAL RESOURCES

In July 2000, we received net proceeds of approximately $86 million from the
sale of 6.3 million common shares in an initial public offering. In addition,
all outstanding convertible preferred shares were converted into 21,556,469
shares of common stock. The net proceeds from the public offering were initially
invested in short-term and long-term securities. Until our initial public
offering, we had financed our operations primarily through private sales of
approximately $97.7 million of convertible preferred stock as well as through
capital leases for capital equipment, furniture and software. As of March 31,
2001 cash and cash equivalents and short-term investments were $65.8 million.

For the three months ended March 31, 2001, we used approximately $12.9 million
of cash from operations. This cash use included our net loss, before non-cash
provisions and amortization, of $7.9 million and a growth in receivables and
inventory of $5.5 million. For the three months ended March 31, 2000, we used
approximately $13.5 million of cash from operations primarily due to our net
loss, before depreciation and amortization, of $10.0 million and growth of
receivables and inventory of $3.3 million.


                                       10
<PAGE>   11

For the three months ended March 31, 2001 and 2000, our investing activities
included the purchase of approximately $0.8 million and $3.0 million,
respectively, of property and equipment.

Cash provided by financing activities for the three months ended March 31, 2001
and 2000 generated approximately $0.6 million and $1.7 million, respectively,
primarily from net borrowings of $0.5 million in 2001 and $1.5 million in 2000.

In March 2001, we entered into a loan agreement with a financial institution to
borrow up to $3.0 million to finance capital equipment purchases during 2001. At
the end of March 2001, we had borrowed approximately $1.1 million under this
facility. The loans, which are repayable over a three-year period, bear interest
at an annual rate of 12% and are secured by the specific capital purchases.

We are obligated to pay lease payments of approximately $11.4 million over the
lease periods of our operating leases, with $2.1 million due over the next 12
months. The lease obligations include approximately $5.9 million for a
seven-year lease for our new manufacturing and office space we occupied in the
first quarter of 2000. In conjunction with this lease agreement, we secured a
$1.1 million letter of credit in favor of the landlord with cash.

We anticipate capital expenditures for the next twelve months will be in the
range of $3 to $5 million. However, the timing and extent of any future capital
expenditures is dependent upon future business growth.

We expect to continue to have cash requirements over the next 12 months, to fund
our expected operating losses and working capital requirements as our business
volumes grow in the later part of 2001 and in 2002. The amount and timing of
cash requirements will depend on market acceptance of our products and the
resources we devote to researching and developing, marketing, selling and
supporting our products. We believe that our current cash and cash equivalents
and investments on hand and availability under our capital equipment financing
line should be sufficient to fund our operations for at least the next 12
months.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS No. 133, as recently amended, is effective for fiscal years beginning after
June 15, 2000. The adoption of SFAS No. 133 did not have a material effect on
our financial position or results of operations.


                                       11
<PAGE>   12

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No.101 ("SAB 101"), "Revenue Recognition in Financial Statements". SAB
101 summarizes the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements. We are required to
adopt SAB 101 in the fourth quarter of 2000. The adoption of SAB 101 did not
have a material effect on our operations or financial position.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from our investments
without significantly increasing risk. Some of the securities that we may invest
in may be subject to market risk. This means that a change in prevailing
interest rates may cause the principal amount of the investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at
the then-prevailing rate and the prevailing interest rate later rises, the
principal amount of our investment will probably decline. To minimize this risk,
we maintain the our portfolio of cash equivalents and investments in a variety
of securities, including commercial paper, money market funds, government and
investment grade non-government debt securities. These securities are of a
short-term nature with an immaterial portion invested in long-term securities.
As a result, we do not believe that near-term changes in interest rates will
have a material effect on our future results of operations.


                                       12
<PAGE>   13

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

         None

         (b)      Reports on Form 8-K

         None


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<PAGE>   14

                                    SIGNATURE

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.


                                            Triton Network Systems, Inc.
                                    --------------------------------------------
                                                    (Registrant)


Date: May 15, 2001                              /s/ Kenneth R. Vines
                                    --------------------------------------------
                                                Senior Vice President and
                                                Chief Financial Officer


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