SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the Three Months ended September 30, 1999        Commission file No. 0-21450

                              EQUINOX SYSTEMS INC.
             (Exact name of registrant as specified in its charter)

State of incorporation: Florida    I.R.S. Employer Identification No. 59-2268442

Address of principal executive offices: One Equinox Way - Sunrise, Florida 33351

                            Telephone: (954) 746-9000


        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:
                    Common Stock (par value $.01 per share)

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]

The number of shares of Common Stock outstanding as of November 11, 1999 was
5,405,552.

<PAGE>

                                 INDEX TO ITEMS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
PART I - FINANCIAL INFORMATION                                                                                         ----
------------------------------
<S>                                                                                                                    <C>

Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets - September 30, 1999 and December 31, 1998                                     3

     Condensed Consolidated Statements of Income - Three and Nine months ended September 30, 1999 and 1998                4

     Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 1999 and 1998                      5

     Notes to Condensed Consolidated Financial Statements                                                                 6

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

PART II - OTHER INFORMATION
---------------------------

Item 5.   Other Information                                                                                              11

Item 6.   Exhibits and Reports on Form 8-K                                                                               12

Signature Page                                                                                                           13
</TABLE>

                                       2

<PAGE>

                              EQUINOX SYSTEMS INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,           DECEMBER 31,
                                                                             1999                   1998
                                                                        -----------------      -----------------
     <S>                                                                <C>                    <C>
                                  ASSETS

     CURRENT ASSETS:

          Cash and cash equivalents                                     $           7,007      $          12,382

          Available-for-sale securities                                            14,882                  6,538

          Accounts receivable                                                       6,308                  5,403

          Inventories                                                               5,738                  5,489

          Deferred income taxes                                                     1,281                  1,184

          Prepaid expenses and other current assets                                   746                    584
                                                                        -----------------      -----------------

            Total current assets                                                   35,962                 31,580
                                                                        -----------------      -----------------

     PROPERTY AND EQUIPMENT, at cost                                                6,140                  5,831

          Less - accumulated depreciation and amortization                         (2,807)                (2,440)
                                                                        -----------------      -----------------

                                                                                    3,333                  3,391
                                                                        -----------------      -----------------
                                                                        $          39,295      $          34,971
                                                                        =================      =================
                   LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES:

          Accounts payable                                              $           2,325      $           2,679

          Accrued expenses                                                          2,942                  2,487
                                                                        -----------------      -----------------
            Total current liabilities                                               5,267                  5,166
                                                                        -----------------      -----------------
     SHAREHOLDERS' EQUITY:

          Common stock                                                                 54                     54

          Additional paid-in capital                                               11,800                 11,572

          Retained earnings                                                        22,362                 18,179

          Unrealized loss on securities available-for-sale, net of tax               (188)                    --
                                                                        -----------------      -----------------
              Total shareholders' equity                                           34,028                 29,805
                                                                        -----------------      -----------------
                                                                        $          39,295      $          34,971
                                                                        =================      =================
</TABLE>
                   The accompanying notes are an integral part
              of these condensed consolidated financial statements.

                                       3
<PAGE>

                              EQUINOX SYSTEMS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED SEPTEMBER 30,          NINE MONTHS ENDED SEPTEMBER 30,
                                                          1999                     1998               1999             1998
                                                     ---------------         ----------------    ----------------  -----------------
       <S>                                           <C>                       <C>               <C>               <C>
       NET SALES                                     $      9,021              $     8,068       $       26,710    $        22,670

       COST OF SALES                                        4,071                    3,954               12,242             10,858
                                                     ---------------         ----------------    ----------------  -----------------

          Gross profit                                      4,950                    4,114               14,468             11,812
                                                     ---------------         ----------------    ----------------  -----------------
       OPERATING EXPENSES:

          Research and development                            870                      761                2,662              2,314

          Selling, general and administrative               1,884                    1,729                5,695              5,213
                                                     ---------------         ----------------    ----------------  -----------------
                Total operating expenses                    2,754                    2,490                8,357              7,527
                                                     ---------------         ----------------    ----------------  -----------------
       Income from operations                               2,196                    1,624                6,111              4,285
                                                     ---------------         ----------------    ----------------  -----------------
       OTHER INCOME, NET

          Interest income                                     236                      151                  634                490

          Other income (expense), net                          (6)                       5                  (21)                18
                                                     ---------------         ----------------    ----------------  -----------------

                Total other income, net                       230                      156                  613                508
                                                     ---------------         ----------------    ----------------  -----------------
                Income before income taxes                  2,426                    1,780                6,724              4,793

       PROVISION FOR INCOME TAXES                             825                      588                2,286              1,580
                                                     ---------------         ----------------    ----------------  -----------------
               Net income                            $      1,601            $       1,192       $        4,438    $         3,213
                                                     ===============         ================    ================  =================

       EARNINGS PER SHARE:

              Basic                                  $       0.30            $        0.23       $         0.83    $          0.63
                                                     ===============         ================    ================  =================

              Diluted                                $       0.28            $        0.22       $         0.78    $          0.58
                                                     ===============         ================    ================  =================
</TABLE>
                   The accompanying notes are an integral part
              of these condensed consolidated financial statements.

                                       4
<PAGE>

                              EQUINOX SYSTEMS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                                                    -----------------------------------------
                                                                                         1999                       1998
                                                                                    ---------------             -------------
<S>                                                                             <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                      $           4,438              $     3,213
                                                                                -------------------          ---------------
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation                                                                               367                      325
   Provision for doubtful accounts and anticipated sales returns                              837                      785
   Provision for warranty costs                                                               136                      117
   Recognition of deferred service contract revenue                                          (291)                    (427)
   Changes in operating assets and liabilities:
       Accounts receivable                                                                 (1,742)                  (1,186)
       Inventories                                                                           (249)                  (2,415)
       Prepaid expenses and other current assets                                             (162)                    (415)
       Accounts payable                                                                      (354)                     552
       Accrued expenses                                                                       849                    1,510
                                                                                -------------------          ---------------
Total adjustments                                                                            (609)                  (1,154)
                                                                                -------------------          ---------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   3,829                    2,059
                                                                                -------------------          ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of available-for-sale securities                                             (27,133)                  (4,500)
   Sales and maturities of available-for-sale securities                                   18,505                    1,300
   Purchases of property and equipment                                                       (309)                    (520)
                                                                                -------------------          ---------------
NET CASH USED IN INVESTING ACTIVITIES                                                      (8,937)                  (3,720)
                                                                                -------------------          ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Stock options exercised                                                                    573                    1,233
   Repurchases of common stock                                                               (840)                      --
                                                                                -------------------          ---------------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                                          (267)                   1,233
                                                                                -------------------          ---------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                  (5,375)                    (428)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             12,382                   14,209
                                                                                -------------------          ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $           7,007            $      13,781
                                                                                ===================          ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
       Income taxes paid                                                        $           1,644            $         666
                                                                                ===================          ===============
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During 1999 and 1998, the Company realized income tax benefits of $239 and
$1,183, respectively, in connection with the exercise of stock options by
certain current and former employees and directors. Such amounts represent
deductible compensation expense not required to be recognized for financial
statement purposes.

During 1999, there was a $188 increase in unrealized losses on
available-for-sale securities, net of tax.

                   The accompanying notes are an integral part
              of these condensed consolidated financial statements.

                                       5
<PAGE>

                              EQUINOX SYSTEMS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999
                                   (Unaudited)

(1) BASIS OF PRESENTATION

The condensed consolidated balance sheet as of December 31, 1998, which has been
derived from the annual audited financial statements, and the unaudited interim
condensed consolidated financial statements included herein, have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations. The
Company believes that the disclosures made are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998.

In the opinion of management, the accompanying condensed consolidated financial
statements contain all material adjustments, consisting of only normal recurring
accruals, necessary to present fairly the Company's financial position, results
of operations and cash flows. Results of operations for the three and nine
months ended September 30, 1999 are not necessarily indicative of the results to
be expected for the year ending December 31, 1999.

The accounting policies followed for quarterly financial reporting purposes are
the same as those disclosed in the Company's audited financial statements for
the year ended December 31, 1998, included in the Company's Form 10-K.

(2) FISCAL PERIOD

The fiscal periods of the Company end on the first Saturday following the last
calendar day of each month. All references to September 30, 1999 and September
30, 1998 represent the 13 and 39-week fiscal periods ended October 2, 1999 and
October 3, 1998, respectively.

(3) EARNINGS PER SHARE FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998
Basic earnings per share is calculated by dividing net income by the weighted
average number of common shares outstanding during the respective period. On a
diluted basis, shares outstanding are adjusted to assume the exercise of options
under the treasury stock method. Shares used in the computations are as follows
(in thousands):

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                          --------------------------------        -------------------------------
                                             1999                 1998               1999               1998
                                            -----                -----              -----              -----
<S>                                         <C>                  <C>                 <C>               <C>
Weighted average shares used in basic
   computation                              5,368                5,224               5,364             5,137

Common stock equivalents - options            425                  257                 315               394
                                            -----                -----               -----             -----

Weighted average shares used in diluted
   computation                              5,793                5,481               5,679             5,531
                                            =====                =====               =====             =====
</TABLE>

Options not included in the computation above, because the exercise of which
would be antidilutive, for the three months ended September 30, 1999 and 1998
were 18,750. Antidilutive options for the nine months ended September 30, 1999
and 1998 were 23,750 and 18,750, respectively.

                                       6

<PAGE>

(4) COMPREHENSIVE INCOME

During 1998, the Company adapted SFAS No. 130 "Reporting Comprehensive Income."
Comprehensive income is the total of net income and all other changes in net
assets arising from non-owner sources. Comprehensive income equaled net income
for all periods presented for 1998. The Company's comprehensive income for the
three and nine months ended September 30, 1999, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                               BEFORE-TAX         INCOME          AFTER-TAX
                                                                                 AMOUNT            TAX             AMOUNT
                                                                            ---------------    ------------     -------------
<S>                                                                         <C>                 <C>             <C>
Net income for the three months ended September 30, 1999                    $       2,426       $      825      $      1,601
Unrealized losses on available-for-sale securities                                    (37)             (12)              (25)
                                                                            ---------------    ------------     -------------
Comprehensive income for the three months ended September 30, 1999          $       2,389       $       813     $      1,576

Net income for the nine months ended September 30, 1999                     $       6,724       $     2,286     $      4,438
Unrealized losses on available-for-sale securities                                   (284)              (96)            (188)
                                                                            ---------------    ------------     -------------
Comprehensive income for the nine months ended September 30, 1999           $       6,440       $     2,190     $      4,250
</TABLE>

(5) INVENTORIES

Inventories consist of the following as of September 30, 1999 and December 31,
1998 (in thousands):

                                       1999           1998
                                     ---------      ---------
          Raw materials              $   1,867      $   1,869
          Work-in-process                  739            585
          Finished goods                 3,132          3,035
                                     =========      =========
                                     $   5,738      $   5,489
                                     =========      =========

                                       7

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion contains forward-looking statements which reflect the
current views of the Company with respect to future events that could have an
effect on its future financial performance. These statements may include such
words as "expects," "believes," "estimates," and similar expressions. These
forward-looking statements are subject to various risks and uncertainties,
including those referred to under "Factors That May Affect Future Results" in
Item 5, and elsewhere herein, that could cause actual results to differ
materially from historical results or those currently anticipated. Readers are
cautioned not to place undue reliance on these forward-looking statements.

Equinox categorizes its products by how they are attached to Servers;
"Bus-attached" or "LAN-attached". Bus-attached products plug directly into bus
expansion slots in the Server's motherboard while LAN-attached products connect
to the Server through an Ethernet LAN. The Company's Bus-attached products
consist of SST Multiport Boards, SST Expandable Subsystems, Digital Modem Pools
and Analog Modem Pools. The Company's LAN-attached products consist of ELS
Terminal Servers, DSS Data Switching Systems and the recently introduced
Ethernet Serial Provider.

The Company primarily sells its products through two sales channels:
distribution and original equipment manufacturers ("OEMs"). The Company's
two-tier distribution channel serves the needs of a large number of value-added
resellers ("VARs") and System Integrators and, as a result, that channel of
sales has more quarter-to-quarter predictability than the Company's OEM sales
channel. Sales to OEM customers are difficult to predict as the Company has
limited knowledge of the OEM's inventory levels or the expected customer demand
for the OEM's final product.

NET SALES
Net sales for the three and nine month periods ended September 30, 1999 were
higher than net sales for the corresponding periods ended September 30, 1998 by
$1.0 million and $4.0 million or 12% and 18%, respectively.

Bus-attached product sales increased 12% and 27% to $7.8 million and $24.0
million, respectively, for the three and nine-month periods ended September 30,
1999, compared to the same periods last year. Distributor sales of Bus-attached
products increased 26% and 27% respectively, for the three and nine-month
periods ended September 30, 1999, compared to the same periods last year. OEM
sales decreased 16% for the three months ended September 30, 1999, however, they
increased 19% for the nine months ended September 30, 1999, compared to the same
periods last year. The decline in OEM sales during the quarter is indicative of
the uneven ordering patterns typically exhibited by OEMs. The Company's largest
customer, the Hewlett-Packard Company (an OEM customer) represented 23% and 19%
of the Company's net sales for the three and nine-month periods ended September
30, 1999.

LAN-attached product sales increased 9% to $1.2 million for the three-month
period ended September 30, 1999, compared to the same period last year. This
increase was primarily due to higher sales of its Terminal Server products to
distributors. For the nine-month period ended September 30, 1999, LAN-attached
product sales decreased 28% or $1.1 million, compared to the same period last
year. This decrease was due to significantly lower sales of DSS products
combined with reduced sales of Terminal Server products, partially offset by
increased sales of the recently introduced Ethernet Serial Provider. Management
believes that sales of DSS products and Terminal Server Products will continue
to decline over time, however, sales of the Ethernet Serial Provider will
partially offset this decline.

GROSS MARGIN
Gross margin for the three and nine month periods ended September 30, 1999 was
55% and 54%, respectively, compared to 51% and 52% for the comparable periods in
1998. The improvement in the gross margin compared to the prior year was
primarily the result of reduced product costs and higher production volume as
well as changes in the product mix of sales.

The Company's gross margin is dependent in part on product costs, product mix,
production volume, channel mix, and overhead expense, all of which fluctuate
from period to period. For example, an increase in future sales to OEM customers
may negatively impact the Company's gross margin, as OEM sales are typically
priced lower than distribution sales.

RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the three and nine month periods ended
September 30, 1999 were $0.9 million and $2.7 million, respectively, compared to
$0.8 million and $2.3 million for the comparable periods in 1998. The increases
were due to expanded development efforts related to new product offerings. As a
percentage of net sales, research and development expenses were 10% for the
three and nine month periods ended September 30, 1999, respectively, compared to
9% and 10% for the comparable periods in 1998. The Company does not capitalize
any of its software development costs.

                                       8

<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three and nine month
periods ended September 30, 1999 were $1.9 million and $5.7 million,
respectively, compared to $1.7 million and $5.2 million for the comparable
periods in 1998. The increases were primarily due to higher personnel costs. As
a percentage of net sales, selling general and administrative expenses were 21%
for the three and nine month periods ended September 30, 1999, respectively,
compared to 21% and 23% for the comparable periods in 1998.

OTHER INCOME, NET
Other income, net, which includes interest income, for the three and nine-month
periods ended September 30, 1999, was $230,000 and $613,000, respectively,
compared to $156,000 and $508,000 for the comparable periods in 1998. The
increase was due primarily to higher invested cash balances combined with a
larger portion of the Company's investment portfolio invested in taxable
securities versus the year ago period. As a percentage of net sales, other
income, net was 2% for all periods presented.

PROVISION FOR INCOME TAXES
Provision for income taxes for the three and nine-month periods ended June 30,
1999, was $0.8 million and $2.3 million, respectively, compared to $0.6 million
and $1.6 million for the comparable periods in 1998. This increase was primarily
the result of increased taxable income. In addition, the Company's effective tax
rate increased to 34% in 1999 compared to 33% for the comparable periods in 1998
based on expected tax rates for the current year.

NET INCOME
As a result of the factors discussed above, the Company recorded net income for
the three and nine month periods ended September 30, 1999 of $1.6 million and
$4.4 million, respectively, compared to $1.2 million and $3.2 million for the
comparable periods in 1998. As a percentage of net sales, net income was 18% and
17% for the three and nine-month periods ended September 30, 1999, respectively,
as compared to 15% and 14% for the comparable periods in 1998.

LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $30.7 million at September 30, 1999, compared
with $26.4 million at December 31, 1998. Cash and cash equivalents and
available-for-sale securities were $21.9 million at September 30, 1999, compared
with $18.9 million at December 31, 1998.

Net cash provided by operating activities was $3.8 million for the nine months
ended September 30, 1999, compared to $2.1 million provided by operations for
the nine months ended September 30, 1998. The increase was primarily due to
increased net income and a smaller increase in inventory compared to the
previous year.

Net cash used in investing activities for the nine months ended September 30,
1999 was $8.9 million compared to $3.7 million for the nine months ended
September 30, 1998, and was due to purchases of property and equipment and net
purchases of available-for-sale securities.

Net cash used in financing activities was $0.3 million for the nine months ended
September 30, 1999 and was due to repurchases of the Company's common stock
partially offset by proceeds received in connection with employee stock option
exercises. Net cash provided by financing activities was $1.2 million in 1998
and was due to funds received in connection with employee stock option
exercises.

In March 1997, the Board of Directors authorized the Company to repurchase up to
1,500,000 shares of the Company's issued and outstanding common stock. During
1997, the Company repurchased a total of 821,400 shares at a purchase price of
approximately $5,409,000 under this buyback plan. No purchases were made during
1998. During 1999, and through the date of this filing, the Company has
repurchased an additional 87,300 shares of its common stock in the open market
for an aggregate purchase price of $840,000. The Company is still authorized to
repurchase an additional 591,300 shares under this plan. Repurchases may be made
from time to time, subject to prevailing conditions, in the open market or in
privately negotiated transactions.

As of September 30, 1999, the Company had no material commitments for capital
expenditures. Management believes that cash and cash equivalents and
available-for-sale securities on hand together with funds generated from
operations will be adequate to meet the Company's working capital and capital
expenditure needs for at least the next 12 months.

                                       9

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires all costs
associated with pre-opening, pre-operating and organization activities to be
expensed as incurred. The Company adopted SOP 98-5 during the first quarter of
1999. Adoption had no impact on the Company's consolidated financial position or
results of operations.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded on the
balance sheet as either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. SFAS 133 cannot
be applied retroactively and was amended by SFAS 137, "Accounting for Derivative
Instruments and Hedging Activities Deferral of the Effective Date of SFAS 133."
The Company will adopt SFAS 133 beginning January 1, 2001. Adoption of this
statement is not expected to have a material impact on the Company's
consolidated financial position or results of operations.

YEAR 2000 COMPLIANCE
Until recently, many computer programs were written using two digits rather than
four digits to define the applicable year in the twentieth century. Such
software may recognize a date using "00" as the year 1900 rather than the year
2000. The Company has established a comprehensive Year 2000 compliance program
designed to (1) identify computer systems (hardware and software) that may fail
at the turn of the century, (2) upgrade or replace non-compliant systems, and
(3) evaluate the Year 2000 readiness of our critical suppliers and service
providers. The progress of the Company's Year 2000 program is as follows:

The Company has completed installation of a new enterprise-wide management
information system that is Year 2000 compliant. In addition to computers and
related systems, the operation of office and facilities equipment, such as
telephone switches, security systems, elevators, and other common devices which
could be affected by the Year 2000 problem were reviewed and non-compliant
systems were upgraded or replaced accordingly.

The Company is also soliciting input from its key suppliers and service
providers including subcontractors, financial service firms, communications
providers and others regarding their Year 2000 status. The Company will
determine which, if any, pose a threat to the uninterrupted operation of
Equinox' business in the event that they experience system errors or failures.
The worst case scenario related to the failure of key vendors and/or suppliers
to have corrected their own Year 2000 issues would be to cause disruption of the
Company's operations and have a material adverse effect on the Company's
financial condition. The impact of such disruption cannot be estimated at this
time. In the event that any key suppliers are unlikely to resolve their Year
2000 issues, the Company's contingency plans include seeking an alternative
source of supply.

The Company has capitalized approximately $325,000 in connection with the
implementation of its new management information system. The Company does not
anticipate capitalizing any additional costs for this system. All Company
expenditures related to the Year 2000 issue were made from cash and cash
equivalents. Costs related to the Year 2000 issue that do not involve the
replacement of systems are charged to expense. Such other costs are not expected
to be material.

The Company believes it has no material exposure to contingencies related to the
Year 2000 issue for the products it has sold and also believes that all current
versions of its product lines are Year 2000 compliant.

While the Company believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner, there can be no assurance that the failure
of the Company or of the third parties with whom the Company transacts business
to adequately address their respective Year 2000 issues will not have a material
adverse effect on the Company's business, financial condition, cash flows and
results of operations.

                                       10

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is providing the following cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in any forward-looking
statements made by, or on behalf of, the Company.

The Company wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect, the
Company's actual results and could cause the Company's consolidated results
throughout the remainder of 1999 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company.

GENERAL BUSINESS AND ECONOMIC CONDITIONS
General business and economic conditions have an impact on the Company's
financial results. The Company's customer base, which is largely distributors,
may be impacted by weak economic conditions and, as a result, may reduce
inventory levels of products purchased from the Company. Although the Company
does not consider its business to be highly seasonal, the historical quarterly
trends reflected over the last three years may, in fact, be adversely affected
by general economic conditions both domestically and abroad and may or may not
continue.

COMPETITION
The markets for the Company's products are intensely competitive. The Company's
products compete both with other technologies as well as similar products
manufactured by other companies, some of which have more extensive research and
development, manufacturing, marketing and product support capabilities as well
as greater financial and technological resources. The Company believes that its
ability to compete depends on a number of factors, including product quality and
reliability, performance, price, product delivery, service and support and name
recognition. There can be no assurance the Company will be able to continue to
compete successfully with respect to these factors.

PRODUCT SHORTAGES
The competitiveness of the industry requires that the Company fulfill many of
its orders within a very short time period (typically within one week after
receipt of order). Should the Company be unable to fulfill orders on a timely
basis due to inaccurate forecasting by the Company or shortages at its
suppliers, orders could be canceled and placed with a competitor.

Additionally, certain important components used in the Company's products
presently are available from one or a limited number of sources. Also, most of
the Company's product lines currently are manufactured for the Company by one
contractor per product line. The inability to obtain sufficient quantities of
limited source components, as required, or to develop alternative sources of
supply for components or alternative sources to manufacture its finished
products, could result in delays or reductions in product shipments which could
have a material adverse effect on the Company's business.

EXPOSURE TO NATURAL DISASTERS
The Company's headquarters facility, as well as certain of its turnkey
manufacturers, are located in areas prone to natural disasters, specifically
hurricanes. In August 1992, Hurricane Andrew caused extensive damage to the
Company's former headquarters facility and the majority of the Company's assets.
While the Company recovered quickly from that disaster, the Company believes
that its operating results and financial condition could be adversely affected
should another natural disaster strike its current facility, any of its turnkey
manufacturers, or any of its major customers.

TECHNOLOGICAL CHANGES
The market for the Company's products is characterized by continued and rapid
technological advances in both hardware and software development requiring
ongoing expenditures for research and development and the timely introduction of
new products. To remain competitive, the Company must respond effectively to
technological changes by continuing to enhance and improve its existing products
and by successfully developing and introducing new products. There can be no
assurance that the Company will be able to respond effectively to technological
changes or new product announcements or introductions by others.

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PROPRIETARY RIGHTS
The Company relies primarily upon the technical expertise and creative skills of
its personnel, rather than patents and copyrights, to develop and maintain its
competitive position. However, there can be no assurance that competitors will
not develop products or technology that are equivalent or superior to those of
the Company or that the safeguards on which the Company relies will be adequate
to protect its interests. In addition, it is common in the computer industry for
companies to seek to assert claims for infringement of their patents or
proprietary rights. Although no such claims are pending against the Company,
there can be no assurance that these claims will not be made or that, if made,
any license that might be needed by the Company will be available on
commercially reasonable terms.

DISTRIBUTION AND OEM RISKS
The Company is dependent upon the continued viability and financial stability of
its distributors and OEM customers. (Two distributors and two OEM customers
collectively accounted for 50% of the Company's net sales during the first nine
months of 1999. In all of these cases, the customers resold substantially all of
the Company's products to numerous unrelated third parties.) The loss or
ineffectiveness of these customers or other certain customers could have a
material adverse effect on the Company's operating results.

International distributor sales are denominated and transacted in U.S. dollars
and are subject to risks common to export activities, including governmental
regulation, trade barriers and fluctuating currency exchange rates (which
affects the competitiveness of U.S. products sold abroad). In addition, the
Company's international sales must be licensed by the Office of Export
Administration of the U.S. Department of Commerce. To date, the Company has not
experienced any difficulty in conducting export sales, including obtaining
necessary export licenses. There can be no assurance, however, that these or
other factors affecting international sales will not adversely affect the
Company's future operating results.

PRODUCT RETURNS, PRICE PROTECTION AND WARRANTIES
As is typical in the computer industry, the Company's distributors may be
entitled to return inventory to the Company for stock rotation purposes and
receive credit against other purchases on terms relating to price and volume
negotiated with the Company. In addition, if the Company reduces its prices, the
Company credits its distributors for the difference between the purchase price
of products remaining in their inventory and the Company's reduced price for
such products. The Company's 3-5 year limited warranty permits customers to
return any product for repair or replacement if the product does not perform as
warranted. There can be no assurance that product returns, price protection and
warranty claims will not have a material adverse effect on the Company's future
operating results. The Company seeks to continually introduce new and enhanced
products which could result in higher product returns and warranty claims due to
risks inherent in the introduction of such products.

DEPENDENCE ON KEY PERSONNEL
William A. Dambrackas, the Company's Founder, Chairman and Chief Executive
Officer, Robert F. Gintz, the Company's Vice President, Development, Mark Kacer,
the Company's Vice President, Finance and Administration, Thomas E. Garrett, the
Company's Vice President, Sales, and Robert S. Sowell, the Company's Vice
President, Technical Operations, have been primarily responsible for the
development and expansion of the Company's business, and the loss of the
services of one or more of these individuals could adversely affect the Company.
In addition, the Company believes that its future success will be dependent in
part on its continued ability to recruit, motivate and retain qualified
personnel. There can be no assurance that the Company will be successful in this
regard.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 27 - Financial Data Schedule (EDGAR filing only)

(b) During the three months ended September 30, 1999, the Company did not file
any reports on Form 8-K.

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                                    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.

                                   EQUINOX SYSTEMS INC.

                                   /S/  MARK KACER
                                   -------------------------------------------
                                        MARK KACER, Chief Financial Officer
                                        (Principal Financial Officer)

DATE: November 11, 1999

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                                 EXHIBIT INDEX


EXHIBIT                 DESCRIPTION
-------                 -----------

  27             Financial Data Schedule