~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON~~Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~October 9, ~~of 1934~~2003

~~Date~~TRITON ofNETWORK ~~Report (Date of earliest event reported): April 28~~SYSTEMS, ~~2003~~INC.

~~Triton~~(Exact ~~Network~~name ~~Systems,~~of ~~Inc.~~ registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-30251	59-3434350
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~Delaware~~6905 ~~(State~~Whisperfield orDrive ~~other~~Plano, ~~jurisdiction~~Texas (Address of ~~incorporation)~~principal ~~000-30251~~executive ~~(Commission File Number~~offices) ~~59-3434350~~75024 (~~IRS~~Zip ~~Employer Identification No.~~Code)

~~6905~~Registrant’s ~~Whisperfield~~telephone ~~Drive Plano~~number, ~~Texas~~including ~~75024 (Address~~area ofcode: ~~principal executive offices~~(407) 492-9020

~~Registrant’s~~Item 5. ~~telephone~~Other ~~number,~~Events ~~including~~and ~~area~~Required ~~code:~~FD ~~(407) 492-9020~~Disclosure.

~~TABLE~~ As OFthe ~~CONTENTS~~Company has previously reported, certain past and present officers of the Company, as well as certain investment bankers involved in the Company’s initial public offering, certain venture capital firms owning shares of the Company prior to the initial public offering, and the Company’s independent auditors were named as defendants in the following putative class actions in the United States District Court, Middle District of Florida, Tampa Division. The class actions were filed as follows:

~~Item~~a) 9.Delano ~~Other~~Cox, ~~Events~~Case No. ~~SIGNATURE~~8:02-CV-1041-T-27 MAP, filed June 11, 2002; and

~~Table~~b) ofGary ~~Contents~~Streeter, Case No. 8:02-CV-1070-T-24 TGW, filed June 17, 2002.

~~Item~~ In July 9.2002, ~~Other~~two ~~Events.~~similar class actions were filed as follows:

~~As previously reported, on December 21, 2000,~~ a) ~~complaint~~Metha ~~was~~M. ~~filed against the Company in the Circuit Court of the Thirteenth Judicial Circuit~~Doescher, ~~in and~~Case ~~for Hillsborough County, Florida~~No. ~~The~~8:02-CV-1179-T-17 ~~complaint was brought by a shareholder of the Company and alleged~~EAJ, ~~among~~filed ~~other~~July ~~things~~2, ~~that the Company improperly failed to transfer his unregistered shares of the Company and otherwise prevented plaintiff from selling his shares before the share price dropped significantly. In March~~ 2002,; ~~the Company settled the lawsuit~~ and ~~paid $3,650,000 to the shareholder.~~

~~Also~~b) asRodney ~~previously~~T. ~~reported~~Heath, ~~on October 30~~Jr., ~~2002,~~Case ~~in connection with this lawsuit, one of the Company’s insurance carriers agreed to loan the Company $1,750,000, plus interest~~No. ~~This~~8:02-CV-1292-T-26 ~~loan was required to be repaid with the proceeds~~EAF, ~~if any, from the lawsuit the Company~~ filed ~~against~~July ~~the law firm~~11, ~~which~~ ~~advised the Company with regard to the shareholder’s stock transfer request. Accordingly, on October 18,~~ 2002, in accordance with the terms of the agreement between the Company and its insurance carrier, the Company received from the insurance carrier loan proceeds (including interest) in the amount of $1,800,000.

~~The~~Each ~~purpose~~ of ~~this~~these ~~Report~~complaints onalleges ~~Form 8-K is to report~~ that the ~~Company~~defendants ~~has~~have violated ~~now~~Sections 11 ~~settled~~and ~~its~~15 ~~lawsuit~~of ~~against its former law firm. Pursuant to~~ the ~~settlement with~~Securities ~~the~~Act ~~law~~of ~~firm~~1933 and ~~the~~Sections ~~agreement~~10(b) ~~with~~and ~~the~~20A ~~insurance carrier,~~ of the ~~Company will~~Securities ~~receive~~Exchange ~~net~~Act ~~proceeds~~ of ~~approximately $800~~1934,~~000~~ and ~~will~~Rule 10b-5 ~~not~~promulgated ~~have to repay~~thereunder. ~~the~~Plaintiffs ~~loan~~seek ~~from~~compensatory ~~the~~damages ~~insurance~~in ~~carrier.~~favor ~~Furthermore,~~of the ~~Company’s~~plaintiff ~~former~~and ~~law~~other ~~firm~~class ~~has~~members, ~~forgiven~~as ~~approximately~~well ~~$200,000~~as ~~owed~~reasonable bycosts ~~the~~and ~~Company~~expenses toincurred ~~the~~in ~~law~~connection ~~firm~~with each action.

On August 12, 2002, the Court ordered consolidation of these cases under Case No. 8:02-CV-1041-T-27 MAP and appointed Mehran Ghaeenzadeh and Rodney T. Heath, Jr. as Lead Plaintiffs and Milberg Weiss Bershad Hynes & Lerach LLP and Stull Stull & Brody as co-Lead Counsel. The individual defendants and the other defendants filed Motions to Dismiss plaintiffs’ claims on January 27, 2003. Plaintiffs’ opposition to the Motions to Dismiss was filed on April 11, 2003. The Court held a hearing on the motions on September 4, 2003. While the Company ~~had~~currently ~~previously~~has ~~included~~not been named as a defendant in the two June 2002 actions, its ~~Consolidated~~past ~~Net~~and ~~Assets~~present inofficers and directors have indemnification ~~Liquidation~~agreements with the $1Company,~~800~~ pursuant to which the Company is required to reimburse those individuals for any liabilities and damages incurred by,~~000~~ ofor imposed ~~proceeds~~upon, ~~from~~such individuals in connection with the ~~insurance~~foregoing ~~carrier~~lawsuits, including their attorneys’ fees and costs, provided that they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the ~~receivable~~best interests of ~~$700~~the Company. The Company has assisted its current and former officers and directors in contesting the claims and,~~000~~ ~~related~~to the extent necessary, will continue to ~~this~~do ~~matter~~so in the future. ~~Accordingly,~~The asCompany carries director and officer liability insurance (up to a ~~result~~maximum ofdollar limit) that may cover the claims ~~settlement~~against its current and former directors and officers, but the ~~net~~Company ~~assets~~cannot, at ofthe present time, be certain that any ultimate liability related to the foregoing ~~Company~~lawsuits will ~~increase~~be reimbursed by ~~approximately $300,000~~its insurance carriers.

On September 26, 2003, the Court issued an Order on the defendants’ Motions to Dismiss. The ~~Company~~Court ~~received~~granted the ~~proceeds~~Motions ~~from~~and dismissed the Consolidated ~~settlement~~Amended onComplaint ~~April 25~~as barred by the applicable statutes of limitations. The plaintiffs have not, ~~2003~~but can, file an appeal. Should the plaintiffs appeal, the Company is unable to determine whether the lawsuit will ultimately have a material negative impact on its net assets or its plan of liquidation.

~~Table~~ As the Company has also previously reported, the Company is a party to another class action complaint that was filed on November 13, 2001 in the United States District Court for the Southern District of ~~Contents~~New York. The complaint was brought on behalf of all persons who purchased the Company’s common stock from July 12, 2000 through December 6, 2000. The complaint names as defendants the Company, a former officer and a current officer of the Company, and several investment banking firms that served as managing underwriters of the Company’s initial public offering. The complaint alleges liability under the Securities Act of 1933 and the Securities Exchange Act of 1934, on the grounds that the registration statement for the Company’s initial public offering did not disclose that: (1) the underwriters had allegedly agreed to allow certain of their customers to purchase shares in the offering in exchange for allegedly excessive commissions paid to the underwriters; and (2) the underwriters had allegedly arranged for certain of their customers to purchase additional shares in the aftermarket at pre-determined prices under alleged arrangements to manipulate the price of the stock in aftermarket trading. An amended complaint, making substantially similar allegations, was filed on April 20, 2002. The amended complaint seeks unspecified damages and certification of a plaintiff class consisting of all persons who acquired shares of the Company’s common stock between the date of the initial public offering and December 6, 2000. The Company is aware that similar allegations have been made in numerous other lawsuits challenging initial public offerings conducted in 1998, 1999 and 2000. In July 2002, the Company and the individual defendants joined in an omnibus Motion to Dismiss challenging the legal sufficiency of plaintiffs’ claims. The Motion was filed on behalf of the hundreds of issuer and individual defendants who have been named in similar lawsuits. Plaintiffs opposed the Motion, and the Court heard oral arguments on the Motion in early November 2002. On February 19, 2003, the Court issued an Opinion and Order, granting in part and denying in part the Motion as to the Company. In addition, in October 2002, the individual defendants were dismissed from this case without prejudice.

~~SIGNATURE~~ The Company has been authorized to negotiate a settlement of the pending claims substantially consistent with a memorandum of understanding negotiated among class plaintiffs, all issuer defendants and their insurers. Any such settlement would be subject to approval by the Court. If the settlement is not approved for any reason, the Company will continue to contest the claims vigorously. The Company is unable at this time to determine when this litigation will be resolved and whether the outcome of the litigation will have a material impact on its net assets or its plan of liquidation.

~~Pursuant~~As topreviously reported, in accordance with the ~~requirements~~Company’s Plan of Liquidation and Dissolution, the ~~Securities~~Company ~~Exchange~~intends, ~~Act~~as promptly as possible, to distribute pro rata to its stockholders of ~~1934~~record on January 31, as2001 property ~~amended~~and assets remaining after satisfying all of its obligations and liabilities, including resolution of the ~~Registrant~~class ~~has~~action ~~duly~~lawsuits ~~caused~~discussed ~~this~~above. ~~Report~~No toamounts have bebeen ~~signed~~accrued onfor ~~its~~any ~~behalf~~potential liability associated with the class action bylawsuits in the ~~undersigned~~Company’s ~~thereunto~~Consolidated ~~duly~~Statement ~~authorized~~of Net Assets in Liquidation. Although there can be no

~~TRITON~~assurances, ~~NETWORK~~depending ~~SYSTEMS~~on the outcome of the pending class action lawsuits and any other unknown contingencies, ~~INC~~the ~~By:~~Company ~~/s/~~currently ~~Kenneth~~believes R.the ultimate ~~VinesKenneth~~total Rdistribution to its stockholders should be in the range of $25.5 million ~~Vines~~to $27.7 million, ~~Chief~~or ~~Executive~~approximately ~~Officer~~$0.73 to $0.79 per share.

~~Dated: April~~Item 287. Financial Statements, ~~2002~~Pro Forma Financial Information and Exhibits.

None

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 hereunto duly authorized.

TRITON NETWORK SYSTEMS, INC.

Date: October 9, 2003

/s/ Kenneth R. Vines

Kenneth R. Vines, Chief
Executive Officer

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