Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 14, 2006

STRATOS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-30869	36-4360035
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


7444 West Wilson Avenue, Chicago, IL		60706
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (708) 867-9600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01. Entry into a Material Definitive Agreement
Item 2.02. Results of Operations and Financial Condition
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Press Release
Transcript of Conference Call

Item 1.01. Entry into a Material Definitive Agreement.

On June 15, 2006, the Compensation Committee of the Board of Directors of the registrant approved merit-based increases in the annual salary payable to certain of the registrant’s employees, effective as of May 1, 2006 (the beginning of the registrant’s current fiscal year). The “named executive officers” of the registrant, as defined in Item 402(a)(3) of Regulation S-K, that had their salaries increased, and their new annual salaries are: Barry Hollingsworth, Vice President, Finance and Chief Financial Officer: $155,000; and Richard C.E. Durrant, Executive Vice President: $219,937.

Item 2.02. Results of Operations and Financial Condition.

On June 15, 2006, the registrant issued a press release announcing its financial results for its fourth quarter and fiscal year ended April 29, 2006, which press release is attached hereto as Exhibit 99.1.

Also on June 15, 2006, the registrant held a conference call to discuss its financial results for the fourth quarter and fiscal year ended April 29, 2006. The transcript of that conference call is attached hereto as Exhibit 99.2.

The information contained in Item 2.02 of this report and exhibits 99.1 and 99.2 attached hereto are furnished solely pursuant to Item 2.02 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 14, 2006, the registrant’s Board of Directors expanded the Board to eight members and appointed Brian J. Stark as a new director.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished with this document:


Exhibit
Number		Description of Exhibit
99.1		Press Release titled “Stratos International Announces Fourth Quarter Results” dated June 15, 2006.

99.2		Transcript of Conference Call held by Stratos International, Inc. on June 15, 2006.

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.

Date: June 20, 2006

Exhibit Index


Exhibit
Number		Description of Exhibit
99.1		Press Release titled “Stratos International Announces Fourth Quarter Results” dated June 15, 2006.

99.2		Transcript of Conference Call held by Stratos International, Inc. on June 15, 2006.

STRATOS INTERNATIONAL, INC.

/s/ Barry Hollingsworth

Name: Barry Hollingsworth

Title: Chief Financial Officer

STRATOS INTERNATIONAL INC 8-K