##### Table of Contents



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, 2005
 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 Avenue
    
    60706Chicago, Illinois 60706(Address of Principal Executive Offices)
    
    (Zip Code)
 
 
  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
  þ o
  o þ
  o þ




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STRATOS INTERNATIONAL, INC.
 INDEX
 PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    2Condensed Consolidated Balance Sheets as of July 31, 2005 (unaudited), and April 30, 2005
    
    
    3Condensed
Consolidated Statements of Operations for the three months ended July 31, 2005 and 2004 (unaudited)
    
    
    4Condensed
Consolidated Statements of Cash Flows for the three months ended July 31, 2005 and 2004 (unaudited)
    
    
    5Condensed Consolidated Statements of Comprehensive Loss for the three months ended July 31, 2005 and 2004(unaudited)
    
    
    6Notes to Condensed
Consolidated Financial Statements as of July 31, 2005 (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 6.
    
    Exhibits
    
    
    24SIGNATURES
    
    
    27Summary Schedule of Officer CompensationCertification of Principal Executive OfficerCertification of Principal Financial Officer1350 Certification of Chief Executive Officer1350 Certification of Chief Financial OfficerCautionary Statements
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PART I


FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 STRATOS INTERNATIONAL, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands)
 July 31,
    
    April 30,2005
    
    2005(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    10,633
    
    
    $
    13,276Short-term investments
    
    
    23,947
    
    
    
    18,552Accounts receivable, less allowance ($587and $548)
    
    
    12,654
    
    
    
    12,926InventoriesFinished products
    
    
    2,438
    
    
    
    2,341Work in process
    
    
    795
    
    
    
    955Materials
    
    
    11,658
    
    
    
    12,67814,891
    
    
    
    15,974Refundable income taxes
    
    
    3,803
    
    
    
    4,267Prepaid expenses and other current
assets
    
    
    1,071
    
    
    
    6,139Total current assets
    
    
    66,999
    
    
    
    71,134Other assetsGoodwill and other indefinite-lived
assets
    
    
    6,110
    
    
    
    6,110Intangible and other assets, net of amortization
    
    
    13,130
    
    
    
    13,462Assets held for sale
    
    
    2,902
    
    
    
    2,93622,142
    
    
    
    22,508Property, plant and equipment
    
    
    89,311
    
    
    
    89,880Less allowance for depreciation
    
    
    69,166
    
    
    
    68,54220,145
    
    
    
    21,338Total assets
    
    $
    109,286
    
    
    $
    114,980Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    5,019
    
    
    $
    6,987Other current liabilities
    
    
    8,561
    
    
    
    11,259Current portion of long term-debt
    
    
    442
    
    
    
    815Total current liabilities
    
    
    14,022
    
    
    
    19,061Deferred income taxes
    
    
    446
    
    
    
    446Series B redeemable preferred stock
    
    
    5,000
    
    
    
    5,000Shareholders equityPreferred stock, $0.01 par value: Authorized 5,000,000
shares; issued and outstanding 50,000
shares of Series B redeemable preferred stock at July 31, 2005 and April 30, 2005.
    
    
    
    
    
    
    Common stock, $0.01 par value: Authorized 100,000,000
shares; issued and outstanding
14,580,123, and 14,559,348 shares at July 31, 2005 and April 30, 2005, respectively
    
    
    146
    
    
    
    146Cost of shares in treasury
    
    
    (259
    )
    
    
    (259
    )Additional paid-in capital
    
    
    320,468
    
    
    
    320,410Accumulated deficit
    
    
    (227,466
    )
    
    
    (226,290
    )Unearned compensation
    
    
    (3,302
    )
    
    
    (3,505
    )Accumulated other comprehensive income (loss)
    
    
    231
    
    
    
    (29
    )Total shareholders equity
    
    
    89,818
    
    
    
    90,473Total liabilities and shareholders equity
    
    $
    109,286
    
    
    $
    114,980
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STRATOS INTERNATIONAL, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (in thousands, except per share amounts)
 Three months endedJuly 31,2005
    
    
    2004Revenues:Net sales
    
    $
    20,480
    
    
    $
    21,023License fees and royalties
    
    
    144
    
    
    
    220Total revenues
    
    
    20,624
    
    
    
    21,243Cost of revenues
    
    
    12,453
    
    
    
    13,814Gross profit
    
    
    8,171
    
    
    
    7,429Operating expenses:Research and development
    
    
    2,004
    
    
    
    2,406Sales and marketing
    
    
    2,547
    
    
    
    2,809General and administrative
    
    
    4,304
    
    
    
    5,180Litigation settlements, net
    
    
    
    
    
    
    (2,563
    )Total operating expenses
    
    
    8,855
    
    
    
    7,832Loss from operations
    
    
    (684
    )
    
    
    (403
    )Investment income, net
    
    
    252
    
    
    
    64Other expenses
    
    
    (647
    )
    
    
    (54
    )Loss before income taxes
    
    
    (1,079
    )
    
    
    (393
    )Income tax provision
    
    
    (9
    )
    
    
    Net loss
    
    
    (1,088
    )
    
    
    (393
    )Preferred stock dividend requirements
    
    
    (87
    )
    
    
    (87
    )Net loss attributable to common shareholders
    
    $
    (1,175
    )
    
    $
    (480
    )Per share data, basic and diluted:Net loss
    
    $
    (0.08
    )
    
    $
    (0.03
    )Preferred stock dividend requirements
    
    
    (0.01
    )
    
    
    (0.01
    )Net loss attributable to common shareholders
    
    $
    (0.09
    )
    
    $
    (0.04
    )Weighted average number of common shares outstandingBasic and diluted
    
    
    13,894
    
    
    
    13,534
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STRATOS INTERNATIONAL, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (in thousands)
 Three Months EndedJuly 31,2005
    
    
    2004Operating activities:Net loss
    
    $
    (1,088
    )
    
    $
    (393
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Provision for depreciation
    
    
    1,461
    
    
    
    1,397Provision for amortization of intangible assets
    
    
    346
    
    
    
    407Provision for amortization of unearned compensation
    
    
    203
    
    
    
    155Provision for losses on accounts receivable
    
    
    39
    
    
    
    Provison for obsolete and overstock inventory
    
    
    597
    
    
    
    115Change in operating assets and liabilities:Accounts receivable
    
    
    233
    
    
    
    (815
    )Inventories
    
    
    486
    
    
    
    (749
    )Prepaid assets and other expenses
    
    
    5,519
    
    
    
    148Accounts payable and accrued expenses
    
    
    (4,667
    )
    
    
    (318
    )Net cash provided by (used in) operating activities
    
    
    3,129
    
    
    
    (53
    )Investing activities:Purchases of property, plant and equipment
    
    
    (424
    )
    
    
    (209
    )Purchases of short-term investments
    
    
    (8,395
    )
    
    
    Sales of short-term investments
    
    
    3,000
    
    
    
    2,192Proceeds from sale of assets
    
    
    46
    
    
    
    1,450Net cash (used in) provided by investing activities
    
    
    (5,773
    )
    
    
    3,433Financing activities:Repayments on long-term borrowings
    
    
    (373
    )
    
    
    (795
    )Dividends on preferred stock
    
    
    (87
    )
    
    
    (87
    )Net proceeds from exercise of stock options
    
    
    57
    
    
    
    95Net cash used in financing activities
    
    
    (403
    )
    
    
    (787
    )Effect of
exchange rates on cash
    
    
    404
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (2,643
    )
    
    
    2,593Cash and cash equivalents at beginning of period
    
    
    13,276
    
    
    
    15,501Cash and cash equivalents at end of period
    
    $
    10,633
    
    
    $
    18,094
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STRATOS INTERNATIONAL, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 (Unaudited)
 (in thousands)
 Three Months EndedJuly 31,2005
    
    2004Net loss
    
    $
    (1,088
    )
    
    $
    (393
    )Other comprehensive income (loss):Foreign currency
translation adjustments
    
    
    404
    
    
    
    Comprehensive loss
    
    $
    (684
    )
    
    $
    (393
    )
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1.
    
    Basis of Presentation
   2.
    
    Recent Accounting Pronouncements
 Accounting for
Stock-Based Compensation.
 Inventory Costs
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3.
    
    Stock-Based Compensation
 Accounting for Stock-Based Compensation. Accounting for Stock Issued to Employees,
 Three Months EndedJuly 31,2005
    
    2004Net loss attributable to common shareholders, as reported
    
    $
    (1,175
    )
    
    $
    (480
    )Add: Total stock based compensation recognized under intrinsic
method for all awards
    
    
    203
    
    
    
    Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards
    
    
    (292
    )
    
    
    (270
    )Pro forma net loss attributable to common shareholders
    
    $
    (1,264
    )
    
    $
    (750
    )Reported basic and diluted net loss per share attributable to common
shareholders
    
    $
    (0.09
    )
    
    $
    (0.04
    )Pro forma basic and diluted net loss per share attributable to common
shareholders
    
    $
    (0.09
    )
    
    $
    (0.06
    )
  4.
    
    Loss Per Share
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Three Months EndedJuly 31,2005
    
    
    2004Net loss attributable to common shareholders
    
    $
    (1,175
    )
    
    $
    (480
    )Weighted average number of shares
outstanding, basic and diluted
    
    
    13,894
    
    
    
    13,534Basic and diluted loss per share
    
    $
    (0.09
    )
    
    $
    (0.04
    )
  5.
    
    Intangible Assets
  July 31, 2005
    
    
    April 30, 2005Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    Accumulated
    
    
    
    
    
    
    UsefulAmortizable Intangible Assets
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    LivesCustomer relationships
    
    $
    10,800
    
    
    $
    (1,530
    )
    
    $
    9,270
    
    
    $
    10,800
    
    
    $
    (1,296
    )
    
    $
    9,504
    
    
    12.50 yearsPatents and related technology
    
    
    4,480
    
    
    
    (1,028
    )
    
    
    3,452
    
    
    
    4,466
    
    
    
    (951
    )
    
    
    3,515
    
    
    14.25 yearsDeveloped software
    
    
    700
    
    
    
    (292
    )
    
    
    408
    
    
    
    700
    
    
    
    (257
    )
    
    
    443
    
    
    5.00 yearsTotal amortized intangible assets
    
    $
    15,980
    
    
    $
    (2,850
    )
    
    $
    13,130
    
    
    $
    15,966
    
    
    $
    (2,504
    )
    
    $
    13,462
 Fiscal Year2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    ThereafterAmortization amount
    
    $
    (1,311
    )
    
    $
    (1,311
    )
    
    $
    (1,311
    )
    
    $
    (1,194
    )
    
    $
    (1,171
    )
    
    $
    (7,536
    )
  6.
    
    Assets Held For Sale
  9




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7.
    
    Restructuring Charges
   Balance
    
    2006
    
    Utilized through
    
    BalanceApril 30, 2005
    
    Charges
    
    July 31, 2005
    
    July 31, 2005Employee costs
    
    $
    277
    
    
    $
    
    
    
    $
    (35
    )
    
    $
    242Idle facility rental
    
    
    1799
    
    
    
    
    
    
    
    (233
    )
    
    
    1566Total
    
    $
    2,076
    
    
    $
    
    
    
    $
    (268
    )
    
    $
    1,808
 8.
    
    Income Taxes
   9.
    
    Long-Term Debt
  10




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10.
    
    Other Current Liabilities
  July 31,
    
    April 30,Other Current Liabilities
    
    2005
    
    2005Employee costs
    
    $
    2,860
    
    
    $
    2,598Legal fees, litigation and claims
    
    
    1,847
    
    
    
    4,352Rent for limited-use facilities
    
    
    1,566
    
    
    
    1,799Commissions
    
    
    935
    
    
    
    1,037Real estate and other taxes
    
    
    587
    
    
    
    386Other
    
    
    497
    
    
    
    663Inventory received, not vouchered
    
    
    269
    
    
    
    424Total
    
    $
    8,561
    
    
    $
    11,259
 11.
    
    Litigation
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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
   Results of Operations
 Three Months Ended July 31, 2005 and 2004
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Three Months EndedJuly 31,2005
    
    2004
    
    ChangeDollars
    
    %
    
    Dollars
    
    %
    
    Dollars
    
    %Revenues:Net sales
    
    $
    20,480
    
    
    
    99.3
    %
    
    $
    21,023
    
    
    
    99.0
    %
    
    $
    (543
    )
    
    
    (2.6
    %)License fees and royalties
    
    
    144
    
    
    
    0.7
    %
    
    
    220
    
    
    
    1.0
    %
    
    
    (76
    )
    
    
    (34.5
    %)Total revenues
    
    
    20,624
    
    
    
    100.0
    %
    
    
    21,243
    
    
    
    100.0
    %
    
    
    (619
    )
    
    
    (2.9
    %)Costs of revenues
    
    
    12,453
    
    
    
    60.4
    %
    
    
    13,814
    
    
    
    65.0
    %
    
    
    (1,361
    )
    
    
    (9.9
    %)Gross profit
    
    
    8,171
    
    
    
    39.6
    %
    
    
    7,429
    
    
    
    35.0
    %
    
    
    742
    
    
    
    10.0
    %Operating expenses:Research and development
    
    
    2,004
    
    
    
    9.7
    %
    
    
    2,406
    
    
    
    11.3
    %
    
    
    (402
    )
    
    
    (16.7
    %)Sales and marketing
    
    
    2,547
    
    
    
    12.3
    %
    
    
    2,809
    
    
    
    13.2
    %
    
    
    (262
    )
    
    
    (9.3
    %)General and administrative
    
    
    4,304
    
    
    
    20.9
    %
    
    
    5,180
    
    
    
    24.4
    %
    
    
    (876
    )
    
    
    (16.9
    %)Litigation settlements, net
    
    
    
    
    
    
    0.0
    %
    
    
    (2,563
    )
    
    
    (12.1
    %)
    
    
    2,563
    
    
    
    (100.0
    %)Total operating expenses
    
    
    8,855
    
    
    
    42.9
    %
    
    
    7,832
    
    
    
    36.9
    %
    
    
    1,023
    
    
    
    13.1
    %Loss from operations
    
    
    (684
    )
    
    
    (3.3
    %)
    
    
    (403
    )
    
    
    (1.9
    %)
    
    
    (281
    )
    
    
    69.7
    %Investment income, net
    
    
    252
    
    
    
    1.2
    %
    
    
    64
    
    
    
    0.3
    %
    
    
    188
    
    
    
    293.8
    %Other expense
    
    
    (647
    )
    
    
    (3.1
    %)
    
    
    (54
    )
    
    
    (0.3
    %)
    
    
    (593
    )
    
    
    1098.1
    %Loss before income taxes
    
    
    (1,079
    )
    
    
    (5.2
    %)
    
    
    (393
    )
    
    
    (1.9
    %)
    
    
    (686
    )
    
    
    174.6
    %Provision for income taxes
    
    
    (9
    )
    
    
    (0.0
    %)
    
    
    
    
    
    
    0.0
    %
    
    
    (9
    )
    
    
    0.0
    %Net loss
    
    $
    (1,088
    )
    
    
    (5.3
    %)
    
    $
    (393
    )
    
    
    (1.9
    %)
    
    $
    (695
    )
    
    
    176.8
    %
 Net Sales:
 License Fees and Royalties:
 Backlog:
 Cost of Revenues and Gross Margins:
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Research and Development:
  Sales and Marketing:
 General and Administrative:
 Litigation settlements, net:
 Investment income, net:
 Other expenses:
 16




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Income Taxes:
 Liquidity and Capital Resources
       17




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
   Forward-looking statements
 You should read the discussions in this report together with our consolidated financial
statements and notes to those financial statements, which are included in this report. This report
contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934,
as amended. The words anticipates, intends, expects, could, should, plans, believes,
estimates, or words or phrases of similar import generally identify forward-looking statements.
You are cautioned that forward-looking statements are subject to risks, trends and uncertainties
that could cause actual results, performance or achievements to differ materially from those
expressed in any forward-looking statements. Important factors that could cause our actual
results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by those statements include, but are not limited
to the following: (i) the continuation of the current economic climate in the communications
industry and its effect on our business; (ii) the long-term growth of the communications,
aerospace, and military industries; (iii) our ability to adapt to changing technologies; (iv) our
ability to develop and market new products and technology and to make enhancements to existing
products and technology on a successful and timely basis; (v) our and our customers ability to
comply with evolving domestic and international government regulations; (vi) expenditures
associated with redesigning products to comply with evolving industry standards or alternative
technologies that become the industry standard; (vii) our dependence on sales to the communications
and military/aerospace industries; (viii) our ability to develop and manage relationships with
large customers that comprise, and will comprise, a
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significant percentage of our net sales; (ix)
the length of sales cycles, which vary by product and customer, and the effect that this length has
on net sales and operating expenses; (x) the lack of long-term customer contracts and its effect on
customers ability to reduce, cancel and defer orders on short notice without significant penalty;
(xi) the effect on gross margins of an inability to reduce manufacturing costs or increase sales of
higher margin products; (xii) the impact of competitive products and competitive pricing pressure;
(xiii) our reliance on a limited number of suppliers and the effect of underestimating or
overestimating the need for certain supplies; (xiv) our ability to attract and retain qualified
personnel; (xv) the effect of defects in our products; (xvi) the effect of compliance with
environmental laws and other legal requirements; (xvii) the effect of economic, political and
regulatory risks associated with international operations, including acts of terrorism directed
against the United States or U.S. affiliated targets; (xviii) our ability to complete and integrate
acquisitions, strategic alliances and joint ventures, including our ability to complete the
integration of Stratos and Sterling Holding Company; (xix) our ability to secure and defend
intellectual property rights and, when appropriate, license required technology; (xx) adverse
outcomes of pending, threatened or future litigation, including suits related to intellectual
property matters; (xxi) volatile market prices for securities of technology-related companies;
(xxii) the effect of provisions in our organizational documents and Delaware law that may delay or
prevent the acquisition of Stratos or may decrease the value of Stratos common stock; and (xxiii)
our ability to meet management, analyst and investor expectations. Because forward-looking
statements are subject to assumptions and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. Shareholders are cautioned not to
place undue reliance on such statements, which speak only as of the date of this document or the
date of any document incorporated by reference. All subsequent written and oral forward-looking
statements concerning the matters addressed in this document and attributable to us or any person
acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in
this section. Except to the extent required by applicable law or regulation, we undertake no
obligation to release publicly any revisions or updates to such forward-looking statements to
reflect events or circumstances after the date of this document or to reflect the occurrence of
unanticipated events.
 Please read the cautionary statements included as Exhibit 99 Risks relating to our business
to this quarterly report for a more detailed discussion of the foregoing and other factors that
could cause actual results to differ materially from those included in the forward-looking
statements and that, among others, should be considered in evaluating our financial outlook.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Item 4. Controls and Procedures.
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PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings.
    22




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Item 6. Exhibits.
 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 on Form 
10-K filed July 29, 2005)3.2
    
    Bylaws of Registrant (incorporated by reference to Exhibit 3.2 on Form 10-K
filed July 29, 2005)3.3
    
    Certificate of Designation of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.3 on Form 10-K filed July 29, 2005)3.4
    
    Certificate of Designation for Series B Preferred Stock (incorporated by
reference to Exhibit 3.4 on Form 10-K filed July 29, 2005)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
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##### Table of Contents



ExhibitNumber
    
    Description of DocumentA. 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)10.3
    
    Agreement and Plan of Reorganization, dated January 22, 2002, by and among the
Registrant, Tundra Acquisition Corp. and Tsunami Optics, Inc. (incorporated by
reference to Exhibit 2.1 to registrants Current Report on Form 8-K, filed February 15,
2002)10.4
    
    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)10.5
    
    Agreement and Plan of Reorganization, dated March 18, 2002, by and among the
Registrant, Polar Acquisition Corp. and Paracer, Inc. (incorporated by reference to
Exhibit 99.1 to registrants Current Report on Form 8-K, filed April 12, 2002)10.6
    
    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)10.7
    
    Stratos Lightwave, Inc. Severance Plan** (incorporated by reference to Exhibit
10.15 to registrants Quarterly Report on Form 10-Q, filed December 16, 2002)10.8
    
    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)10.9
    
    Amendment to Stratos Lightwave, Inc. Severance Plan** (incorporated by
reference to Exhibit 10.16 to registrants Annual Report on Form 10-K, filed July 29,
2003)10.10
    
    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)10.11
    
    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)10.12
    
    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)
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##### Table of Contents



ExhibitNumber
    
    Description of Document10.13
    
    Salary Continuation Agreement, dated as of October 18, 2000, by and between
Trompeter Electronics, Inc. and Joe Norwood ** (incorporated by reference to Exhibit
10.18 on Form 10-K/A filed on August 30, 2004)10.14
    
    Amendment to Salary Continuation Agreement, dated as of July 26, 2004, by and
between Trompeter Electronics, Inc. and Joe Norwood ** (incorporated by reference to
Exhibit 10.19 on Form 10-K/A filed on August 30, 2004)10.15
    
    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)10.16
    
    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 on July 29, 2005)10.17
    
    Form of the Restricted Stock Agreement of the Stratos Lightwave, Inc. 2003
Stock Plan ** (Incorporated by reference to Exhibit 10.23 on Form 10-K filed on July
29, 2005)10.18
    
    Summary Schedule of Non-Management Director Fees ** (Incorporated by reference
to Exhibit 10.24 on Form 10-K filed on July 29, 2005)10.19
    
    Summary Schedule of Officer Compensation * **10.20
    
    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)10.21
    
    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)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32.2
    
    Section 1350 Certification of Chief Financial Officer99
    
    Cautionary statements*
 
 *
    
    Filed herewith.**
    
    Management contract or compensatory plan or arrangement.
    
    Furnished herewith.
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SIGNATURES
  Date:  September 12, 2005
    Stratos International, Inc.By:
    /s/ Barry HollingsworthBarry HollingsworthChief Financial Officer By:
    /s/ Phillip A. HarrisPhillip A. HarrisPresident and Chief Executive Officer 27