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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-Q/A (Amendment No.1)
 (Mark One) x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended January 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934For 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)
 (708) 867-9600
(Registrants Telephone Number, including area code)   Not Applicable 
  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 o Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x As of March 11, 2004, there were 13,512,932 shares of the registrants common
stock, par value $0.01 per share, outstanding.




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EXPLANATORY NOTE Stratos International, Inc. (Stratos) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended January 31, 2004, which was
originally filed with the Securities and Exchange Commission (the SEC) on
March 15, 2004 (the Quarterly Report), to amend Part II, Item 6 Exhibits and
Reports on Form 8-K and the Exhibit Index of the Quarterly Report. In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, updated Rule 13a-14(a)/15d-14(a) certifications by the Stratos
principal executive officer and principal financial officer are being filed as
exhibits to this Form 10-Q/A. This amendment does not amend any other Items except those indicated above and
except as expressly provided herein. The filing of this Form 10-Q/A shall not
be deemed an admission that the original or amended filings, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.




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STRATOS INTERNATIONAL, INC.  
 INDEX PagePART II. OTHER INFORMATION
    
    
    1Item 6. Exhibits and Reports on Form 8-K
    
    
    1SIGNATURES
    
    
    3INDEX TO EXHIBITS
    
    
    4Certification of Principal Executive OfficerCertification of Principal Financial Officer
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PART II
OTHER INFORMATION  
 Item 6. Exhibits and Reports on Form 8-K.  (a)
    
    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 (12)3.1
    
    Restated Certificate of Incorporation of Registrant (13)3.2
    
    Bylaws of Registrant (1)3.3
    
    Certificate of Designation of Series A Junior Participating Preferred
Stock, included as Exhibit A to Exhibit 4.33.4
    
    Certificate of Designation for Series B Preferred Stock (11)4.1
    
    Specimen certificate representing the common stock (1)4.2
    
    Specimen Certificate representing the Series B Preferred Stock (13)4.3
    
    Rights Agreement, dated as of March 23, 2001, between Stratos
International, Inc. and Mellon Investor Services LLC (2)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. (10)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 (11)4.6
    
    Standstill Agreement, dated as of July 2, 2003, between Stratos Lightwave,
Inc. and Citicorp Venture Capital Ltd. (11)10.1
    
    Form of Indemnity Agreement between Registrant and Registrants directors
and officers (1)10.2
    
    Stratos Lightwave, Inc. 2000 Stock Plan, as amended and restated (3)10.3
    
    Agreement and Plan of Reorganization, dated January 22, 2002, by and among
the Registrant, Tundra Acquisition Corp. and Tsunami Optics, Inc. (4)10.4
    
    Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies (5)10.5
    
    Agreement and Plan of Reorganization, dated March 18, 2002, by and among
the Registrant, Polar Acquisition Corp. and Paracer, Inc. (6)10.6
    
    Management Retention Agreement between the Registrant and James McGinley
(7)10.7
    
    Management Retention Agreement between the Registrant and David Slack (7)10.8
    
    Management Retention Agreement between the Registrant and Robert Scharf (7)10.9
    
    Management Retention Agreement between the Registrant and Richard Durrant
(7)10.10
    
    Stratos Lightwave, Inc. Severance Plan (7)10.11
    
    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 (12)
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ExhibitNumber
    
    Description of Document10.12
    
    Amendment to Management Retention Agreement between the Registrant and
James McGinley (9)10.13
    
    Amendment to Management Retention Agreement between the Registrant and
David Slack (9)10.14
    
    Amendment to Management Retention Agreement between the Registrant and
Robert Scharf (9)10.15
    
    Amendment to Management Retention Agreement between the Registrant and
Richard Durrant (9)10.16
    
    Amendment to Stratos Lightwave, Inc. Severance Plan (9)10.17
    
    Stratos Lightwave, Inc. 2003 Stock
Plan (11)10.18
    
    Stratos Lightwave, Inc. 2003
Employee Stock Purchase Plan (11)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99.1
    
    Cautionary Statements
   (1)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-1 effective June 26, 2000.(2)
    
    Incorporated by reference to the Registrants Form 8-K dated March
22, 2001.(3)
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended April 30, 2001.(4)
    
    Incorporated by reference to the Registrants Form 8-K dated
February 4, 2002.(5)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-8 dated January 31, 2002.(6)
    
    Incorporated by reference to the Registrants Form 8-K dated March
28, 2002.(7)
    
    Incorporated by reference to the Registrants Quarterly Report on
Form 10-Q for the quarter ended October 31, 2002.(8)
    
    Incorporated by reference to the Registrants Form 8-K dated July
2, 2003.(9)
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended April 30, 2003.(10)
    
    Incorporated by reference to the Registrants Form 8-A/A filed
August 7, 2003.(11)
    
    Incorporated by reference to the Registrants Form S-4/A effective
September 29, 2003.(12)
    
    Incorporated by reference to the Registrants Form 8-K dated
November 6, 2003.(13)
    
    Incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended October 31, 2003.*
    
    Filed herewith
    
    Filed as exhibit to Stratos International, Inc.'s Quarterly Report on Form 10-Q, filed March 15, 2004  (b)
    
    Reports on Form 8-K. On November 12, 2003, we filed a current report on Form 8-K to: (i)
furnish, under Item 2 of that form, the Agreement and Plan of Merger, dated as
of July 2, 2003, as amended, among Stratos Lightwave, Inc., Sleeping Bear
Merger Corp., a wholly owned subsidiary of Stratos, and Sterling Holding
Company and (ii) furnish, under Item 7 of that form, a
press release announcing that our shareholders had approved a proposal to adopt the merger agreement and
that, following such approval, the merger had been completed. On
December 15, 2003, we filed an amended report on Form 8-K/A which
amended the report on Form 8-K filed on November 12, 2003. -2-




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. Dated: March 26, 2004
    
    Stratos International, Inc.By:
    
    /s/ James W. McGinleyJames W. McGinley
President and Chief Executive OfficerBy:
    
    /s/ David A. SlackDavid A. Slack
Senior Vice President  Finance and
Chief Financial Officer
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EXHIBIT INDEX 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 (12)3.1
    
    Restated Certificate of Incorporation of Registrant (13)3.2
    
    Bylaws of Registrant (1)3.3
    
    Certificate of Designation of Series A Junior Participating Preferred
Stock, included as Exhibit A to Exhibit 4.33.4
    
    Certificate of Designation for Series B Preferred Stock (11)4.1
    
    Specimen certificate representing the common stock (1)4.2
    
    Specimen Certificate representing the Series B Preferred Stock (13)4.3
    
    Rights Agreement, dated as of March 23, 2001, between Stratos
International, Inc. and Mellon Investor Services LLC (2)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. (10)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 (11)4.6
    
    Standstill Agreement, dated as of July 2, 2003, between Stratos Lightwave,
Inc. and Citicorp Venture Capital Ltd. (11)10.1
    
    Form of Indemnity Agreement between Registrant and Registrants directors
and officers (1)10.2
    
    Stratos Lightwave, Inc. 2000 Stock Plan, as amended and restated (3)10.3
    
    Agreement and Plan of Reorganization, dated January 22, 2002, by and among
the Registrant, Tundra Acquisition Corp. and Tsunami Optics, Inc. (4)10.4
    
    Stratos Lightwave, Inc. 2002 Stock Plan for Acquired Companies (5)10.5
    
    Agreement and Plan of Reorganization, dated March 18, 2002, by and among
the Registrant, Polar Acquisition Corp. and Paracer, Inc. (6)10.6
    
    Management Retention Agreement between the Registrant and James McGinley
(7)10.7
    
    Management Retention Agreement between the Registrant and David Slack (7)10.8
    
    Management Retention Agreement between the Registrant and Robert Scharf (7)10.9
    
    Management Retention Agreement between the Registrant and Richard Durrant
(7)10.10
    
    Stratos Lightwave, Inc. Severance Plan (7)10.11
    
    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 (12)10.12
    
    Amendment to Management Retention Agreement between the Registrant and
James McGinley (9)10.13
    
    Amendment to Management Retention Agreement between the Registrant and
David Slack (9)10.14
    
    Amendment to Management Retention Agreement between the Registrant and
Robert Scharf (9)
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ExhibitNumber
    
    Description of Document10.15
    
    Amendment to Management Retention Agreement between the Registrant and
Richard Durrant (9)10.16
    
    Amendment to Stratos Lightwave, Inc. Severance Plan (9)10.17
    
    Stratos Lightwave, Inc. 2003 Stock
Plan (11)10.18
    
    Stratos Lightwave, Inc. 2003
Employee Stock Purchase Plan (11)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99.1
    
    Cautionary Statements
   (1)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-1 effective June 26, 2000.(2)
    
    Incorporated by reference to the Registrants Form 8-K dated March
22, 2001.(3)
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the year ended April 30, 2001.(4)
    
    Incorporated by reference to the Registrants Form 8-K dated
February 4, 2002.(5)
    
    Incorporated by reference to the Registrants Registration
Statement on Form S-8 dated January 31, 2002.(6)
    
    Incorporated by reference to the Registrants Form 8-K dated March
28, 2002.(7)
    
    Incorporated by reference to the Registrants Quarterly Report on
Form 10-Q for the quarter ended October 31, 2002.(8)
    
    Incorporated by reference to the Registrants Form 8-K dated July
2, 2003.(9)
    
    Incorporated by reference to the Registrants Annual Report on
Form 10-K for the fiscal year ended April 30, 2003.(10)
    
    Incorporated by reference to the Registrants Form 8-A/A filed
August 7, 2003.(11)
    
    Incorporated by reference to the Registrants Form S-4/A effective
September 29, 2003.(12)
    
    Incorporated by reference to the Registrants Form 8-K dated
November 6, 2003.(13)
    
    Incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended October 31, 2003.*
    
    Filed herewith
    
    Filed as exhibit to Stratos International, Inc.'s Quarterly Report on Form 10-Q, filed March 15, 2004 -5-