UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

(c) Exhibits. Table of Contents

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

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

~~Date~~ Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~April 21,~~of ~~2006~~1934

~~STRATOS~~Date ~~INTERNATIONAL~~of Report (Date of earliest event reported): June 14, ~~INC.~~ 2006

~~(Exact~~STRATOS ~~name~~INTERNATIONAL, ~~of registrant as specified in its charter)~~INC.

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)

(Exact name of registrant as specified in its charter)

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


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

Not Applicable (Former Name or Former Address, if Changed Since Last Report)


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

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~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~~708): 867-9600

oNot ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~ Applicable

o(Former ~~Soliciting~~Name ~~material~~or ~~pursuant~~Former toAddress, ~~Rule 14a-12~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14a-12~~Report)

oCheck ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 14d-2(b)~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (~~17 CFR~~see ~~240~~General Instruction A.~~14d-~~2(b. below)):

o ~~Pre-commencement~~Written communications pursuant to Rule ~~13e-4(c)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~13e-4(c~~425))

~~Item~~o Soliciting material pursuant to Rule ~~1.01.~~14a-12 ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 240.14a-12)

~~On April 21,~~o ~~2006,~~Pre-commencement ~~the~~communications Compensation Committee of the Board of Directors of Stratos International, Inc. adopted and approved a form of management retention agreement to be entered into by Stratos with certain officers, including the following named executive officers: Joe Norwood, Richard Durrant and Barry Hollingsworth, pursuant to ~~which such officers will be entitled to certain severance payments under certain circumstances. Generally, the agreements provide a severance payment of 100% of base salary and a pro~~Rule 14d-~~rated portion of the annual target bonus if, following the occurrence of a “change of control”~~ 2(asb) ~~defined~~under in the ~~agreements),~~Exchange ~~the~~Act ~~officer’s employment is terminated~~ (~~i) involuntarily~~17 ~~by Stratos other than for “cause” (as defined in the agreements), or~~CFR 240.14d-2(iib) ~~voluntarily by the employee for “good reason” (as defined in the agreements~~)~~. The foregoing~~ ~~summary of the agreements is qualified in its entirety by reference to Exhibit 10.1 attached to this Current Report on Form 8-K, which exhibit is incorporated by this reference.~~

Ono ~~April 21,~~Pre-commencement ~~2006,~~communications ~~the Compensation Committee also adopted a 2007 annual incentive bonus plan~~ pursuant to ~~which certain key employees of Stratos are entitled to receive bonuses from Stratos based upon Stratos’ financial results for the year ending April~~Rule ~~30,~~13e-4(c) 2007 and certain other criteria. Stratos’ named executive officers Phillip A. Harris, Joe Norwood, Richard Durrant and Barry Hollingsworth are entitled to participate in the plan. Under the plan, which is substantially similar to the Company's 2006 Annual Incentive Bonus Plan, no bonuses will be paid unless Stratos has positive net income for the fiscal year ending April 30, 2007, after accruing for any applicable bonus payments. Bonus payments generally depend on Stratos’ overall profitability, division profitability, and the achievement of objectives set by management. Maximum payouts under the ~~bonus~~Exchange ~~plan~~Act ~~vary~~(17 ~~from 20% to~~CFR ~~60% of base salary~~240. ~~This summary of the bonus plan is qualified in its entirety by reference to the~~13e-4(c)) ~~bonus plan attached as Exhibit 10.2.~~

OnTABLE ~~April 21,~~OF 2006, the Compensation Committee also approved awards of the following number of shares of restricted stock, pursuant to Stratos’ 2003 Stock Plan, as amended, and the form of Restricted Stock Award Agreement attached hereto as Exhibit 10.3, to the following named executive officers of Stratos: Phillip A. Harris, 55,600 shares; Joe Norwood, 15,300 shares; Richard Durrant, 15,300 shares; and Barry Hollingsworth, 15,300 shares. The form of Restricted Stock Award Agreement approved by the Compensation Committee to reflect these awards is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by this reference. 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

STRATOS INTERNATIONAL, INC.

/s/ Barry Hollingsworth

Name: Barry Hollingsworth

Title: Chief Financial Officer

~~The~~Item 1.01. ~~following~~Entry ~~exhibit~~into isa ~~furnished~~Material ~~with~~Definitive ~~this document:~~Agreement.

Exhibit
Number
		Description of Exhibit
10.1		Form of Management Retention Agreement
10.2		2007 Annual Incentive Bonus Plan
10.3		Form of Restricted Stock Award 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.

~~SIGNATURES~~ 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.

~~Pursuant~~Also toon June 15, 2006, the ~~requirements~~registrant ofheld ~~the~~a ~~Securities~~conference ~~Exchange~~call ~~Act~~to ofdiscuss ~~1934,~~its financial results for the ~~registrant~~fourth ~~has~~quarter ~~duly caused~~and ~~this~~fiscal ~~report~~year toended beApril 29, ~~signed~~2006. onThe ~~its~~transcript ~~behalf~~of bythat ~~the~~conference ~~undersigned~~call is ~~hereunto~~attached ~~duly~~hereto ~~authorized~~as Exhibit 99.2.

~~STRATOS~~ The ~~INTERNATIONAL,~~information ~~INC~~contained in Item 2.02 ~~By:~~of ~~/s/~~this ~~Barry~~report ~~Hollingsworth~~and ~~Name:~~exhibits ~~Barry~~99.1 ~~Hollingsworth~~and ~~Title:~~99.2 ~~Chief~~attached hereto ~~Financial~~are ~~Officer~~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.

~~Date: May~~Item 1,5.02. ~~2006~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~-3-~~ 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.

~~Exhibit~~Item ~~Index~~9.01. Financial Statements and Exhibits.

Exhibit
Number
		Description of Exhibit
10.1		Form of Management Retention Agreement
10.2		2007 Annual Incentive Bonus Plan
10.3		Form of Restricted Stock Award Agreement

~~-4-~~ 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.

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