##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 I
 For the quarterly period ended July 31, 2006
 OR
 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
    
    36-4360035(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)7444 West Wilson AvenueChicago, Illinois 60706
    
    60706(Address of Principal Executive Offices)
    
    (Zip Code)
 
 
  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
  o o þ
 o þ




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##### 



STRATOS INTERNATIONAL, INC.
 INDEX
 STRATOS INTERNATIONAL, INC.
    
    
    2INDEX
    
    
    2PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II  OTHER INFORMATION
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    30
  2




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##### 



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 3




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##### 



STRATOS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 July 31,
    
    
    April 30,2006
    
    
    2006(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    7,901
    
    
    $
    11,742Short-term investments
    
    
    20,000
    
    
    
    19,000Accounts receivable, less allowance ($546 and $575)
    
    
    13,796
    
    
    
    13,606InventoriesFinished products
    
    
    2,528
    
    
    
    3,428Work in process
    
    
    1,280
    
    
    
    954Materials
    
    
    12,124
    
    
    
    11,10015,932
    
    
    
    15,482Refundable income taxes
    
    
    1,837
    
    
    
    1,837Prepaid expenses and other current assets
    
    
    1,300
    
    
    
    590Total current assets
    
    
    60,766
    
    
    
    62,257Other assetsGoodwill and other indefinite-lived assets
    
    
    5,664
    
    
    
    5,664Intangible and other assets, net of amortization
    
    
    11,487
    
    
    
    11,832Assets held for sale
    
    
    2,600
    
    
    
    2,864Other Assets
    
    
    100
    
    
    
    10019,851
    
    
    
    20,460Property, plant and equipment
    
    
    90,936
    
    
    
    90,497Less allowance for depreciation
    
    
    75,540
    
    
    
    74,06015,396
    
    
    
    16,437Total assets
    
    $
    96,013
    
    
    $
    99,154Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    5,603
    
    
    $
    4,724Other current liabilities
    
    
    5,470
    
    
    
    6,028Income taxes payable
    
    
    209
    
    
    
    216Total current liabilities
    
    
    11,282
    
    
    
    10,968Series B redeemable preferred stock
    
    
    1,009
    
    
    
    1,979Shareholders equityPreferred stock, $0.01 par value: Authorized 1,000,000 shares; issued and outstanding 10,090 and 19,790
shares of Series B redeemable preferred stock at July 31, 2006 and April 30, 2006 respectively.
    
    
    
    
    
    
    Common stock, $0.01 par value: Authorized 20,000,000 shares; issued
14,999,706, and 14,942,164 shares at July 31, 2006 and April 30, 2006, respectively.
    
    
    150
    
    
    
    149Cost of shares in treasury: 486,308 and 301,521 shares at July 31, 2006 and April 30, 2006 respectively.
    
    
    (3,124
    )
    
    
    (1,871
    )Additional paid-in capital
    
    
    318,658
    
    
    
    322,607Accumulated deficit
    
    
    (231,818
    )
    
    
    (230,269
    )Unearned compensation
    
    
    
    
    
    
    (4,400
    )Accumulated other comprehensive loss
    
    
    (144
    )
    
    
    (9
    )Total shareholders equity
    
    
    83,722
    
    
    
    86,207Total liabilities and shareholders equity
    
    $
    96,013
    
    
    $
    99,154
  4




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##### 



STRATOS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
 Three months endedJuly 31,2006
    
    
    2005Revenues:Net sales
    
    $
    21,064
    
    
    $
    20,480License fees and royalties
    
    
    130
    
    
    
    144Total revenues
    
    
    21,194
    
    
    
    20,624Cost of revenues
    
    
    14,688
    
    
    
    12,453Gross profit
    
    
    6,506
    
    
    
    8,171Operating expenses:Research and development
    
    
    1,911
    
    
    
    2,004Sales and marketing
    
    
    2,540
    
    
    
    2,547General and administrative
    
    
    3,986
    
    
    
    4,304Total operating expenses
    
    
    8,437
    
    
    
    8,855Loss from operations
    
    
    (1,931
    )
    
    
    (684
    )Investment income, net
    
    
    363
    
    
    
    252Other income (expenses)
    
    
    306
    
    
    
    (647
    )Loss before income taxes
    
    
    (1,262
    )
    
    
    (1,079
    )Income tax provision
    
    
    
    
    
    
    (9
    )Net loss
    
    
    (1,262
    )
    
    
    (1,088
    )Preferred stock dividend
    
    
    (287
    )
    
    
    (87
    )Net loss attributable to common shareholders
    
    $
    (1,549
    )
    
    $
    (1,175
    )Per share data, basic and diluted:Net loss
    
    $
    (0.09
    )
    
    $
    (0.08
    )Preferred stock dividend requirements
    
    
    (0.02
    )
    
    
    (0.01
    )Net loss attributable to common shareholders
    
    $
    (0.11
    )
    
    $
    (0.09
    )Weighted average number of common shares outstandingBasic and diluted
    
    
    13,694
    
    
    
    13,894
  5




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##### 



STRATOS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 Three Months EndedJuly 31,2006
    
    
    2005Operating activities:Net loss
    
    $
    (1,262
    )
    
    $
    (1,088
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Provision for depreciation
    
    
    1,499
    
    
    
    1,461Provision for amortization of intangible assets
    
    
    345
    
    
    
    346Provision for amortization of unearned compensation
    
    
    339
    
    
    
    203Provision for losses on accounts receivable
    
    
    
    
    
    
    39Provison for obsolete and overstock inventory
    
    
    236
    
    
    
    597Loss on disposal of assets
    
    
    10
    
    
    
    Change in operating assets and liabilities:Accounts receivable
    
    
    (191
    )
    
    
    233Inventories
    
    
    (686
    )
    
    
    486Prepaid assets and other assets
    
    
    (710
    )
    
    
    5,519Accounts payable and accrued expenses
    
    
    314
    
    
    
    (4,667
    )Net cash provided by (used in) operating activities
    
    
    (106
    )
    
    
    3,129Investing activities:Purchases of property, plant and equipment
    
    
    (203
    )
    
    
    (424
    )Purchases of short-term investments
    
    
    (2,000
    )
    
    
    (8,395
    )Sales of short-term investments
    
    
    1,000
    
    
    
    3,000Proceeds from sale of assets
    
    
    
    
    
    
    46Net cash used in investing activities
    
    
    (1,203
    )
    
    
    (5,773
    )Financing activities:Repayments on long-term borrowings
    
    
    
    
    
    
    (373
    )Dividends on preferred stock
    
    
    (287
    )
    
    
    (87
    )Net proceeds from exercise of stock options
    
    
    113
    
    
    
    57Purchase of shares for treasury
    
    
    (1,253
    )
    
    
    Redemption of preferred shares
    
    
    (970
    )
    
    
    Net cash used in financing activities
    
    
    (2,397
    )
    
    
    (403
    )Effect of exchange rates on cash
    
    
    (135
    )
    
    
    404Net decrease in cash and cash equivalents
    
    
    (3,841
    )
    
    
    (2,643
    )Cash and cash equivalents at beginning of period
    
    
    11,742
    
    
    
    13,276Cash and cash equivalents at end of period
    
    $
    7,901
    
    
    $
    10,633
  6




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##### 



STRATOS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(in thousands)
 Three Months EndedJuly 31,2006
    
    2005Net loss
    
    $
    (1,262
    )
    
    $
    (1,088
    )Other comprehensive loss:Foreign currency
translation adjustments
    
    
    (135
    )
    
    
    404Comprehensive loss
    
    $
    (1,397
    )
    
    $
    (684
    )
  7




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##### 



1. Basis of Presentation
   2. Recent Accounting Pronouncements
   Inventory Costs
 8




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##### 



3. Stock-Based Compensation
   9




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##### 



Options outstanding
    
    Options Exercisableat July 31, 2006
    
    at July 31, 2006Weighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageNumber of
    
    Remaining
    
    Exercise
    
    Number of
    
    ExerciseRange of Excise Prices
    
    Shares
    
    Life (years)
    
    Price
    
    Shares
    
    Price$2.63 - 7.60
    
    
    199,654
    
    
    
    6.67
    
    
    $
    3.82
    
    
    
    197,149
    
    
    $
    3.79$27.50 - 59.80
    
    
    51,708
    
    
    
    4.57
    
    
    $
    51.57
    
    
    
    51,645
    
    
    $
    51.60$105.80 - 210.00
    
    
    2,988
    
    
    
    4.09
    
    
    $
    170.68
    
    
    
    2,988
    
    
    $
    170.68Total
    
    
    254,350
    
    
    
    6.21
    
    
    $
    15.49
    
    
    
    251,782
    
    
    $
    15.58
 Options outstanding
    
    Options Exercisableat April 30, 2006
    
    at April 30, 2006Weighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageNumber of
    
    Remaining
    
    Exercise
    
    Number of
    
    ExerciseRange of Excise Prices
    
    Shares
    
    Life (years)
    
    Price
    
    Shares
    
    Price$2.63 - 7.60
    
    
    232,830
    
    
    
    6.91
    
    
    $
    3.76
    
    
    
    230,325
    
    
    $
    3.74$27.50 - 59.80
    
    
    51,708
    
    
    
    4.82
    
    
    $
    51.57
    
    
    
    51,645
    
    
    $
    51.60$105.80 - 210.00
    
    
    5,988
    
    
    
    4.25
    
    
    $
    181.77
    
    
    
    5,988
    
    
    $
    181.77Total
    
    
    290,526
    
    
    
    6.48
    
    
    $
    15.94
    
    
    
    287,958
    
    
    $
    16.03
  WeightedNumber of
    
    
    AverageOptions
    
    
    ExerciseOutstanding
    
    
    PriceBalance at April 30, 2006
    
    
    290,526
    
    
    $
    15.94Granted
    
    
    
    
    
    $
    Exercised
    
    
    (33,176
    )
    
    $
    Cancelled
    
    
    (3,000
    )
    
    $
    192.81Balance at July 31, 2006
    
    
    254,350
    
    
    $
    15.49
 4. Loss Per Share
  10




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##### 



5. Intangible Assets
  July 31, 2006
    
    
    April 30, 2006Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    Accumulated
    
    
    
    
    
    
    UsefulAmortizable Intangible Assets
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    LivesCustomer relationships
    
    $
    10,800
    
    
    $
    (2,375
    )
    
    $
    8,425
    
    
    $
    10,800
    
    
    $
    (2,159
    )
    
    $
    8,641
    
    
    12.50 yearsPatents and related technology
    
    
    4,368
    
    
    
    (1,366
    )
    
    
    3,002
    
    
    
    4,368
    
    
    
    (1,295
    )
    
    
    3,073
    
    
    14.25 yearsDeveloped software
    
    
    700
    
    
    
    (640
    )
    
    
    60
    
    
    
    700
    
    
    
    (582
    )
    
    
    118
    
    
    3.00 yearsTotal amortized intangible assets
    
    $
    15,868
    
    
    $
    (4,381
    )
    
    $
    11,487
    
    
    $
    15,868
    
    
    $
    (4,036
    )
    
    $
    11,832
 Fiscal Year2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterAmortization amount
    
    $
    (1,266
    )
    
    $
    (1,148
    )
    
    $
    (1,148
    )
    
    $
    (1,148
    )
    
    $
    (1,148
    )
    
    $
    (5,974
    )
  6. Assets Held For Sale
   7. Restructuring Charges
  11




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##### 



Balance
    
    2007
    
    Utilized through
    
    BalanceApril 30, 2006
    
    Charges
    
    July 31, 2006
    
    July 31, 2006Employee costs
    
    $
    320
    
    
    $
    
    
    
    $
    (144
    )
    
    $
    176Idle facility rental
    
    
    946
    
    
    
    
    
    
    
    (208
    )
    
    
    738Total
    
    $
    1,266
    
    
    $
    
    
    
    $
    (352
    )
    
    $
    914
 8. Income Taxes
   9. Other Current Liabilities
  July 31,
    
    April 30,Other Current Liabilities
    
    2006
    
    2006Employee costs
    
    $
    2,161
    
    
    $
    2,514Other
    
    
    754
    
    
    
    456Rent  idle facilities
    
    
    738
    
    
    
    946Deferred Sales and claims
    
    
    536
    
    
    
    536Commissions
    
    
    529
    
    
    
    801Professional Fees
    
    
    387
    
    
    
    441Real estate and other taxes
    
    
    365
    
    
    
    334Total
    
    $
    5,470
    
    
    $
    6,028
 10. Litigation
  12




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##### 



13




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##### 



14




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##### 



11. Subsequent Events
    15




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
   16




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##### 



Results of Operations
 Three Months Ended July 31, 2006 and 2005
  Three Months EndedJuly 31,2006
    
    2005
    
    ChangeDollars
    
    %
    
    Dollars
    
    %
    
    Dollars
    
    %Revenues:Net sales
    
    $
    21,064
    
    
    
    99.4
    %
    
    $
    20,480
    
    
    
    99.3
    %
    
    $
    584
    
    
    
    2.9
    %License fees and royalties
    
    
    130
    
    
    
    0.6
    %
    
    
    144
    
    
    
    0.7
    %
    
    
    (14
    )
    
    
    (9.7
    %)Total revenues
    
    
    21,194
    
    
    
    100.0
    %
    
    
    20,624
    
    
    
    100.0
    %
    
    
    570
    
    
    
    2.8
    %Costs of revenues
    
    
    14,688
    
    
    
    69.3
    %
    
    
    12,453
    
    
    
    60.4
    %
    
    
    2,235
    
    
    
    17.9
    %Gross profit
    
    
    6,506
    
    
    
    30.7
    %
    
    
    8,171
    
    
    
    39.6
    %
    
    
    (1,665
    )
    
    
    (20.4
    %)Operating expenses:Research and development
    
    
    1,911
    
    
    
    9.0
    %
    
    
    2,004
    
    
    
    9.7
    %
    
    
    (93
    )
    
    
    (4.6
    %)Sales and marketing
    
    
    2,540
    
    
    
    12.0
    %
    
    
    2,547
    
    
    
    12.3
    %
    
    
    (7
    )
    
    
    (0.3
    %)General and administrative
    
    
    3,986
    
    
    
    18.8
    %
    
    
    4,304
    
    
    
    20.9
    %
    
    
    (318
    )
    
    
    (7.4
    %)Litigation settlements, net
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Total operating expenses
    
    
    8,437
    
    
    
    39.8
    %
    
    
    8,855
    
    
    
    42.9
    %
    
    
    (418
    )
    
    
    (4.7
    %)Loss from operations
    
    
    (1,931
    )
    
    
    (9.1
    %)
    
    
    (684
    )
    
    
    (3.3
    %)
    
    
    (1,247
    )
    
    
    182.3
    %Investment income, net
    
    
    363
    
    
    
    1.7
    %
    
    
    252
    
    
    
    1.2
    %
    
    
    111
    
    
    
    44.0
    %Other expense
    
    
    306
    
    
    
    1.4
    %
    
    
    (647
    )
    
    
    (3.1
    %)
    
    
    953
    
    
    
    (147.3
    %)Loss before income taxes
    
    
    (1,262
    )
    
    
    (6.0
    %)
    
    
    (1,079
    )
    
    
    (5.2
    %)
    
    
    (183
    )
    
    
    17.0
    %Provision for income taxes
    
    
    
    
    
    
    0.0
    %
    
    
    (9.00
    )
    
    
    (0.0
    %)
    
    
    9
    
    
    
    0.0
    %Net loss
    
    $
    (1,262
    )
    
    
    (6.0
    %)
    
    $
    (1,088
    )
    
    
    (5.3
    %)
    
    $
    (174
    )
    
    
    16.0
    %
 Net Sales:
 License Fees and Royalties:
 Backlog:
 17




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##### 



Cost of Revenues and Gross Margins:
 Research and Development:
 Sales and Marketing:
 General and Administrative:
 Investment income, net:
 Other expenses:
 Income Taxes:
 18




---



##### 



Liquidity and Capital Resources
          19




---



##### 



20




---



##### 



Off-Balance Sheet Arrangements
  Critical Accounting Policies
   21




---



##### 



Forward-looking Statements
  22




---



##### 



.
 23




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   
 Item 4. Controls and Procedures.
   24




---



##### 



PART II  OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total No. of
    
    Maximum No.Shares
    
    of Shares thatTotal No. of
    
    
    
    
    
    Purchased as
    
    May Yet BeShares
    
    Average Price
    
    Part of Publicly
    
    PurchasedPeriod
    
    Purchased
    
    Paid Per Share
    
    Announced Plan
    
    Under the PlanMay 1, 2006 through
May 31, 2006
    
    
    60,042
    
    
    $
    6.86
    
    
    
    60,042
    
    
    
    1,539,811June 1, 2006
through June 30,
2006
    
    
    65,458
    
    
    $
    6.74
    
    
    
    65,458
    
    
    
    1,474,353July 1, 2006
through July 31,
2006
    
    
    59,287
    
    
    $
    6.74
    
    
    
    59,487
    
    
    
    1,414,866
  25




---



##### 



Item 6. Exhibits
 Number
    
    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 filed July 29, 2005)3.2
    
    Certificate of Amendment of Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3.2 to the registrants Annual Report on Form 10-K filed
July 28, 2006)3.3
    
    Bylaws of registrant (incorporated by reference to Exhibit 3.2 to the registrants Annual
Report on Form 10-K filed July 29, 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)4.6
    
    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)
 26




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10.3
    
    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)10.4
    
    Amendment to Stratos Lightwave, Inc. 2003 Stock Plan** (incorporated by reference to Appendix
B to registrants definitive proxy statement filed August 8, 2006)10.5
    
    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)10.6
    
    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)10.7
    
    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)10.8
    
    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)10.9
    
    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)10.10
    
    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)10.11
    
    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)10.12
    
    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)10.13
    
    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)10.14
    
    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)10.15
    
    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)10.16
    
    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)10.17
    
    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)
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10.18
    
    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)10.19
    
    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)10.20
    
    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)10.21
    
    Form of Management Retention Agreement** (incorporated by reference to Exhibit 10.1 on Form
8-K filed May 1, 2006)10.22
    
    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)10.23
    
    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)10.24
    
    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)10.25
    
    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)10.26
    
    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).10.27
    
    Schedule of Non-Management Director Fees** (incorporated by reference to Exhibit 10.24 on
Form 10-K filed July 29, 2005)10.28
    
    Summary Schedule of Officer Compensation** (incorporated by reference to Exhibit 10.29 on
Form 10-K filed July 28, 2006)10.29
    
    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)10.30
    
    2007 Annual Incentive Bonus Plan** (incorporated by reference to Exhibit 10.1 on Form 8-K
filed May 1, 2006)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*32.1
    
    Section 1350 Certification of Chief Executive Officer*
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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 quarterly report on Form 10-Q. 29




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SIGNATURES
  Date: September 12, 2006
    
    Stratos International, Inc.By:
    
    /s/ Barry HollingsworthBarry HollingsworthChief Financial OfficerBy:
    
    /s/ Phillip A. HarrisPhillip A. HarrisPresident and Chief Executive Officer
 30