SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
STRATOS INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
STEEL PARTNERS, L.L.C.
WARREN G. LICHTENSTEIN
JAMES R. HENDERSON
JOHN J. QUICKE
HUGH F. CULVERHOUSE
EUGENE I. DAVIS
HOWARD M. LEITNER
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Steel Partners II, L.P. ("Steel"), together with the other participants
named herein, is filing materials contained in this Schedule 14A with the
Securities and Exchange Commission ("SEC") in connection with the solicitation
of proxies for the election of its five director nominees at the 2006 annual
meeting of shareholders (the "Annual Meeting") of Stratos International, Inc.
(the "Company"). Steel has not yet filed a proxy statement with the SEC with
regard to the Annual Meeting.
Item 1: On June 9, 2006, Steel issued the following press release
announcing Steel's all-cash offer to acquire all the shares of Common Stock of
the Company in a negotiated transaction.
STEEL PARTNERS SUBMITS PROPOSAL TO ACQUIRE STRATOS INTERNATIONAL
NOMINATES FIVE CANDIDATES FOR ELECTION TO BOARD OF DIRECTORS
NEW YORK, June 9 -- Steel Partners II, L.P. announced today that it has sent a
letter to the President and Chief Executive Officer of Stratos International,
Inc. (Nasdaq: STLW) stating its willingness to acquire all of the common stock
of Stratos it does not already own for $7.50 per share in cash. Steel Partners
currently owns approximately 15% of the outstanding Common Stock of Stratos,
which is headquartered in Chicago, Illinois.
"We believe we have exhausted all our efforts to privately discuss with the
Board of Directors a value enhancing transaction in any meaningful way," Warren
G. Lichtenstein, Managing Member of Steel Partners, stated in the letter. "We
believe this all-cash offer will provide shareholders immediate liquidity and an
immediate opportunity to maximize their investment in the Company. We urge the
Board to allow the Company's shareholders to have the opportunity to decide
whether to accept our proposal."
At the same time, Steel Partners notified Stratos of its intention to nominate
five candidates, James R. Henderson, John J. Quicke, Hugh F. Culverhouse, Eugene
I. Davis and Howard M. Leitner, for election to the Board of Directors of
Stratos at the 2006 annual meeting of shareholders.
Full text of the tender proposal letter follows:
June 8, 2006
Mr. Phillip A. Harris
President and Chief Executive Officer
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Dear Mr. Harris:
Steel Partners II, L.P. is the beneficial owner of approximately 15% of the
outstanding Common Stock of Stratos International, Inc. ("Stratos" or the
"Company"). We have been a long term shareholder of Stratos having commenced
purchasing shares as early as January 2005.
As you know, we have had numerous meetings and discussions regarding Stratos and
have commended management for the progress it has made toward reducing losses,
settling litigation and rationalizing assets. Additionally, in August 2005, we
discussed with management our desire to increase our position in the Company
with the Board's approval since it would not be possible without triggering
Stratos' shareholder rights plan and the "business combination" statute under
Section 203 of the Delaware General Corporation Act. The Board of Directors
ultimately denied our request to increase our ownership position in Stratos
without triggering these anti-takeover provisions. As a result of the Board's
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unwillingness to allow us to increase our stake in the Company, we thereafter
expressed our willingness to the Stratos Board to enter into a negotiated
transaction with the Company that we believed would have created value for all
the shareholders. Again, the Board of Directors rejected our proposal.
We believe we have exhausted all our efforts to privately discuss with the Board
of Directors a value enhancing transaction in any meaningful way. Accordingly,
Steel Partners II, L.P. publicly sets forth its willingness to offer to acquire
all of the common stock of Stratos it does not already own, through one of its
affiliates or other appropriate acquisition entity by merger or otherwise, for
$7.50 per share in cash (the "Transaction"). Our proposal is not subject to any
financing contingency. This represents a substantial 23% premium to the current
market price of $6.09 per share. We believe this all-cash offer will provide
shareholders immediate liquidity and an immediate opportunity to maximize their
investment in the Company. We urge the Board to allow the Company's shareholders
to have the opportunity to decide whether to accept our proposal.
We propose that the Transaction be accomplished through a definitive tender
offer/merger agreement. Our proposal is conditioned upon satisfactory completion
of due diligence typical for a transaction of this type (our familiarity with
the Company should enable us to complete all required due diligence on an
expedited basis), obtaining all necessary consents and approvals, waiver of any
Company anti-takeover provisions including the Company's shareholder rights
plan, other customary conditions for a transaction of this type and size and the
execution of a definitive agreement. We are prepared to commence our due
diligence immediately. We believe the Company's poison pill should be promptly
redeemed in order to allow us to proceed with a tender offer and give the
shareholders the opportunity to tender their shares. To the extent shares held
by the Company's benefit plans can only be tendered by the trustees or
administrators of such plans, we believe the Company should voluntarily give the
beneficial owners of the shares the right to tender their shares.
If as a result of our due diligence we find evidence of additional value
inherent in the Company based on operating results or otherwise, we would be
willing to upwardly adjust the offer price to reflect such additional value. We
invite the Board to share with us any documentation in the Board's possession
which it believes reflects additional value in the shares that it believes is
not already known to us.
We stand ready to meet with the Board of Directors and its representatives as
soon as possible. We are simultaneously notifying the Corporate Secretary of the
Company of our intent to nominate five individuals for election to the Board at
the 2006 annual meeting of shareholders, a copy of which is attached. We look
forward to an expedited transaction that we believe will be a win-win for
everyone involved. Please call me at (212) 520-2300 to discuss.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
--------------------------
Name: Warren G. Lichtenstein
Title: Managing Member
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Item 2: On June 8, 2006, Steel delivered the following letter to the
Company notifying the Company of Steel's intent to nominate five candidates for
election to the Company's Board of Directors at the Annual Meeting.
STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
June 8, 2006
VIA FACSIMILE AND COURIER
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Re: NOTICE OF INTENTION TO NOMINATE INDIVIDUALS FOR ELECTION AS
DIRECTORS AT THE 2006 ANNUAL MEETING OF STOCKHOLDERS OF STRATOS
INTERNATIONAL, INC.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article I, Section 1.3 of the Amended and Restated Bylaws (the "Bylaws") of
Stratos International, Inc. ("Stratos") as to the nomination by Steel Partners
II, L.P., a Delaware limited partnership ("Steel"), of five (5) nominees for
election to the Board of Directors of Stratos (the "Stratos Board") at the 2006
annual meeting of stockholders of Stratos, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and the Exhibit attached hereto are collectively referred to
as the "Notice." Steel is the beneficial owner of 2,183,650 shares of common
stock, $0.01 par value per share (the "Common Stock"), of Stratos, 1,000 shares
of which are held of record by Steel. Through this Notice, Steel hereby
nominates and notifies you of its intent to nominate James R. Henderson, John J.
Quicke, Hugh F. Culverhouse, Eugene I. Davis and Howard M. Leitner as nominees
(the "Nominees") to be elected to the Stratos Board at the Annual Meeting. Steel
believes that the terms of the seven (7) directors currently serving on the
Stratos Board expire at the Annual Meeting. To the extent there are in excess of
seven (7) vacancies on the Stratos Board to be filled by election at the Annual
Meeting or Stratos increases the size of the Stratos Board above its existing
size, Steel reserves the right to nominate additional nominees to be elected to
the Stratos Board at the Annual Meeting. Additional nominations made pursuant to
the preceding sentence are without prejudice to the position of Steel that any
attempt to increase the size of the current Stratos Board or to classify the
Stratos Board constitutes an unlawful manipulation of Stratos' corporate
machinery. If this Notice shall be deemed for any reason by a court of competent
jurisdiction to be ineffective with respect to the nomination of any of the
Nominees at the Annual Meeting, or if any individual Nominee shall be unable to
serve for any reason, this Notice shall continue to be effective with respect to
the remaining Nominee(s) and as to any replacement Nominee(s) selected by Steel.
The information concerning Steel and the Nominees required by Article I,
Section 1.3 of the Stratos Bylaws is set forth below:
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(i) NAME AND ADDRESS OF THE STOCKHOLDER GIVING THE NOTICE, AS BELIEVED
TO APPEAR ON STRATOS' BOOKS:
Name Address
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STEEL PARTNERS II LIMITED PARTNERSHIP 590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022
(ii) CLASS AND NUMBER OF SHARES OF STRATOS THAT ARE OWNED BENEFICIALLY
AND OF RECORD BY THE STOCKHOLDER GIVING THE NOTICE:
Name Beneficial Ownership Shares of Record
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Steel Partners II, L.P. 2,183,650 shares of Common Stock 1,000 shares of Common Stock
(iii) WHETHER THE STOCKHOLDER GIVING THE NOTICE INTENDS TO DELIVER A PROXY
STATEMENT AND FORM OF PROXY TO A SUFFICIENT NUMBER OF HOLDERS OF
STRATOS' VOTING SHARES TO ELECT THE NOMINEES:
Steel intends to deliver a proxy statement and form of proxy to a
sufficient number of holders of Stratos' voting shares to elect the
Nominees prior to the Annual Meeting.
(iv) INFORMATION RELATING TO THE NOMINEES THAT IS REQUIRED TO BE
DISCLOSED IN SOLICITATIONS OF PROXIES FOR ELECTION OF THE NOMINEES
AS DIRECTORS PURSUANT TO REGULATION 14A UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED:
JAMES R. HENDERSON (AGE 48) has served as a Vice President of Steel
Partners, Ltd. ("SPL"), a management and advisory company that
provides management services to Steel, and its predecessor since
August 1999. He has served as a director and Chief Executive Officer
of WebFinancial Corporation ("WebFinancial"), a consumer and
commercial lender, since June 2005, as President and Chief Operating
Officer of WebFinancial since November 2003, and was the Vice
President of Operations from September 2000 through December 2003.
He has also served as a director of the WebBank subsidiary of
WebFinancial, an FDIC insured, State of Utah Industrial Loan
Corporation since March 2000, Acting Chief Executive Officer of
WebBank from November 2004 until May 2005 and as Chairman of WebBank
since November 2004. He has served as a director of BNS Co., a real
estate management company, since June 2004 and as a director and
Chairman of Del Global Technologies Corp., a designer and
manufacturer of medical imaging and diagnostic systems, since
November 2003 and May 2005, respectively. He served as a director of
ECC International Corp., a manufacturer and marketer of
computer-controlled simulators for training personnel to perform
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maintenance and operator procedures on military weapons, from
December 1999 to September 2003 and as acting Chief Executive
Officer from July 2002 to March 2003. He has served as a director of
SL Industries, Inc., a designer and producer of proprietary advanced
systems and equipment for the power and data quality industry, since
January 2002. Mr. Henderson has served as President of Gateway
Industries, Inc., a provider of database development and web site
design and development services, since December 2001. From January
2001 to August 2001, he served as President of MDM Technologies,
Inc., a direct mail and marketing company. The business address of
Mr. Henderson is c/o Steel Partners II, L.P., 590 Madison Avenue,
32nd Floor, New York, New York 10022. Mr. Henderson does not
beneficially own, and has not purchased or sold during the past two
years, any securities of Stratos.
JOHN J. QUICKE (AGE 56) has served as a Vice President of SPL since
September 2005. Mr. Quicke has served as Chairman, President and
Chief Executive Officer of NOVT Corporation, a former developer of
advanced medical treatments for coronary and vascular disease, since
April 2006. Mr. Quicke has served as a director of WHX Corporation,
a diversified industrial company, since July 2005 and as a Vice
President since October 2005. He served as a director, President and
Chief Operating Officer of Sequa Corporation ("Sequa"), a
diversified industrial company, from 1993 to March 2004, and Vice
Chairman and Executive Officer of Sequa from March 2004 to March
2005. As Vice Chairman and Executive Officer of Sequa, Mr. Quicke
was responsible for the Automotive, Metal Coating, Specialty
Chemicals, Industrial Machinery and Other Product operating segments
of the company. From March 2005 to August 2005, Mr. Quicke
occasionally served as a consultant to Steel and explored other
business opportunities. The business address of Mr. Quicke is c/o
Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York,
New York 10022. Mr. Quicke does not beneficially own, and has not
purchased or sold during the past two years, any securities of
Stratos.
HUGH F. CULVERHOUSE (AGE 56) is the owner of Palmer Ranch Holdings,
Ltd., a Florida real estate investor. Mr. Culverhouse is also
presently the principal of Culverhouse Limited Partnership which
invests in real estate, securities and hedge funds. From 1997 to
2001, he served as Head Trustee for Hugh F. Culverhouse Trust, which
is comprised of land holdings, orange groves, utilities and other
businesses. From 1979 to 1999, Mr. Culverhouse was an attorney in
private practice. Prior to such time, he was an Assistant U.S.
Attorney with the U.S. Justice Department and a Trial Attorney with
the Securities and Exchange Commission. The business address of Mr.
Culverhouse is SBS Tower, Suite PH 1-C, 2601 South Bayshore Drive,
Miami, Florida 33133. Mr. Culverhouse does not beneficially own, and
has not purchased or sold during the past two years, any securities
of Stratos.
EUGENE I. DAVIS (AGE 51) has served as the Chairman and Chief
Executive Officer of PIRINATE Consulting Group, L.L.C. ("PIRINATE"),
a consulting firm specializing in turn-around management, mergers
and acquisitions and strategic planning advisory services, since
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1999.(1) He served as Chief Operating Officer of Total-Tel USA
Communications, Inc., an integrated telecommunications provider,
from 1998 to 1999. Mr. Davis served in various capacities including
as director, Executive Vice President, President and Vice Chairman
of Emerson Radio Corp., a distributor of consumer electronics
products, from 1990 to 1997. He served in various capacities
including as a director, Chief Executive Officer and Vice Chairman
of Sports Supply Chain, Inc., a distributor of sporting goods and
athletic equipment, from 1996 to 1997. Prior to such time, Mr. Davis
was an attorney in private practice. Mr. Davis currently serves as
Chairman of the Board of Directors for Atlas Air Worldwide Holdings,
Inc. and as a director for Knology Broadband, Inc., American
Commercial Lines, Inc., Footstar Inc., Granite Broadcasting Corp.,
PRG Shultz International, Inc. and Viskase Companies Inc. (Viskase
has been sold and Mr. Davis will not be a director of the successor
company). The business address of Mr. Davis is c/o PIRINATE
Consulting Group, L.L.C., 5 Canoe Brook Drive, Livingston, New
Jersey 07038. Mr. Davis does not beneficially own, and has not
purchased or sold during the past two years, any securities of
Stratos.
HOWARD M. LEITNER (AGE 65) served as Senior Vice President, Finance
of Sequa from November 1999 to January 2006. From 1980 to 1999, he
served in various capacities including President and Chief Financial
Officer of Chock Full O' Nuts Corporation, a marketer of coffee.
From 1977 to 1980, Mr. Leitner was a Senior Audit Manager with the
accounting firm of Ernst & Young. From 1963 to 1977, he was an
accountant with SD Leidesdorf & Co., an accounting firm that was
acquired by Ernst & Young. Mr. Leitner is presently retired from
active employment. His principal address is 316 Cliffside Drive,
Torrington, Connecticut 06790. Mr. Leitner does not beneficially
own, and has not purchased or sold during the past two years, any
securities of Stratos.
On June 8, 2006, Steel, Steel Partners, L.L.C., Warren G.
Lichtenstein, James R. Henderson, John J. Quicke, Hugh F.
Culverhouse, Eugene I. Davis and Howard M. Leitner (collectively,
the "Group") entered into a Joint Filing and Solicitation Agreement
in which, among other things, (i) the parties agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of Stratos, (ii) the parties agreed to
solicit proxies or written consents for the election of the
Nominees, or any other person(s) nominated by Steel, to the Stratos
Board at the Annual Meeting (the "Solicitation") and (iii) Steel
agreed to bear all expenses incurred in connection with the Group's
activities, including approved expenses incurred by any of the
parties in connection with the Solicitation, subject to certain
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(1) During the past five years, serving as a consultant with PIRINATE has been
Mr. Davis' principal occupation. In his capacity as a consultant with PIRINATE,
Mr. Davis has served during the past five years as a director, executive officer
and/or liquidator of various companies, especially distressed companies involved
in bankruptcy proceedings. During this time, a petition under the federal
bankruptcy laws or any state insolvency law was filed by or against, or a
receiver, fiscal agent or similar officer was appointed by a court for the
business or property of Emerson Radio Corp. and RBX Industries, Inc., both of
which Mr. Davis served as an executive officer in his capacity as a crisis and
turn-around consultant with PIRINATE.
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limitations. Steel has executed or intends to execute letter
agreements pursuant to which Steel agrees to indemnify the Nominees
against claims arising from the Solicitation and any related
transactions.
Other than as stated herein, there are no arrangements or
understandings between Steel and each Nominee or any other person or
persons pursuant to which the nominations described herein are to be
made, other than the consents by the Nominees to being named in
Steel's proxy statement as nominees and to serve as directors of
Stratos if elected as such at the Annual Meeting, attached hereto as
Exhibit A. Reference is made to the Schedule 13D, as amended, filed
and to be filed with the Securities and Exchange Commission by Steel
with respect to Stratos for additional information regarding Steel
and the members of its group.
Except as set forth in this Notice (including the Exhibit hereto),
(i) during the past 10 years, no Nominee has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly beneficially
owns any securities of Stratos; (iii) no Nominee owns any securities
of Stratos which are owned of record but not beneficially; (iv) no
Nominee has purchased or sold any securities of Stratos during the
past two years; (v) no part of the purchase price or market value of
the securities of Stratos owned by any Nominee is represented by
funds borrowed or otherwise obtained for the purpose of acquiring or
holding such securities; (vi) no Nominee is, or within the past year
was, a party to any contract, arrangements or understandings with
any person with respect to any securities of Stratos, including, but
not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no
associate of any Nominee owns beneficially, directly or indirectly,
any securities of Stratos; (viii) no Nominee owns beneficially,
directly or indirectly, any securities of any parent or subsidiary
of Stratos; (ix) no Nominee or any of his associates was a party to
any transaction, or series of similar transactions, since the
beginning of Stratos' last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions,
to which Stratos or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $60,000; and (x) no Nominee or
any of his associates has any arrangement or understanding with any
person with respect to any future employment by Stratos or its
affiliates, or with respect to any future transactions to which
Stratos or any of its affiliates will or may be a party.
A representative of Steel intends to appear in person or by proxy at
the Annual Meeting to nominate the persons specified in this Notice
for election to the Stratos Board.
Each of the Nominees has consented to be named as a nominee in this
Notice, to be named as a nominee in any proxy statement filed by
Steel in connection with the Solicitation and to serve as a director
of Stratos, if so elected. Such consents are attached hereto as
Exhibit A.
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Please address any correspondence to Steel Partners II, L.P., Attention:
Warren Lichtenstein, telephone (212) 520-2300, facsimile (212) 520-2301 (with a
copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue
Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky,
Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this
Notice is not an admission that any procedures for notice concerning the
nomination of directors to the Stratos Board are legal, valid or binding, and
Steel reserves the right to challenge their validity.
Very truly yours,
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Warren G. Lichtenstein
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Name: Warren G. Lichtenstein
Title: Managing Member
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EXHIBIT A
NOMINEE CONSENTS
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JAMES R. HENDERSON
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
May 31, 2006
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Stratos International,
Inc. ("Stratos") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Stratos if elected at the Annual Meeting.
Very truly yours,
/s/ James R. Henderson
James R. Henderson
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JOHN J. QUICKE
C/O STEEL PARTNERS II, L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10022
May 30, 2006
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Stratos International,
Inc. ("Stratos") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Stratos if elected at the Annual Meeting.
Very truly yours,
/s/ John J. Quicke
John J. Quicke
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HUGH F. CULVERHOUSE
SBS TOWER, SUITE PH 1-C
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133
June 8, 2006
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Stratos International,
Inc. ("Stratos") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Stratos if elected at the Annual Meeting.
Very truly yours,
/s/ Hugh F. Culverhouse
Hugh F. Culverhouse
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EUGENE I. DAVIS
C/O PIRINATE CONSULTING GROUP, LLC
5 CANOE BROOK DRIVE
LIVINGSTON, NEW JERSEY 07039
May 31, 2006
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Stratos International,
Inc. ("Stratos") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Stratos if elected at the Annual Meeting.
Very truly yours,
/s/ Eugene I. Davis
Eugene I. Davis
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HOWARD M. LEITNER
316 CLIFFSIDE DRIVE
TORRINGTON, CONNECTICUT 06790
June 6, 2006
Stratos International, Inc.
7444 West Wilson Avenue
Chicago, Illinois 60706
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Steel Partners II, L.P. ("Steel") of its
intention to nominate the undersigned as a director of Stratos International,
Inc. ("Stratos") at the 2006 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting"),
(ii) being named as a nominee in any proxy statement filed by Steel in
connection with the solicitation of proxies or written consents for election of
the undersigned at the Annual Meeting, and (iii) serving as a director of
Stratos if elected at the Annual Meeting.
Very truly yours,
/s/ Howard M. Leitner
Howard M. Leitner
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Steel Partners II, L.P. ("Steel Partners"), together with the other Participants
(as defined below), intend to make a preliminary filing with the Securities and
Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to
be used to solicit votes for the election of its slate of director nominees at
the 2006 annual meeting of shareholders of Stratos International, Inc., a
Delaware corporation (the "Company").
STEEL PARTNERS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR, MORROW & CO., INC., AT ITS TOLL-FREE NUMBER: (800) 662-5200.
The participants in the proxy solicitation are anticipated to be Steel Partners,
Steel Partners, L.L.C. ("Partners LLC"), James R. Henderson, John J. Quicke,
Hugh F. Culverhouse, Eugene I. Davis and Howard M. Leitner (collectively, the
"Participants"). As of the close of business on June 8, 2006, Steel Partners
beneficially owned 2,183,650 shares of common stock of the Company (the
"Shares"), constituting approximately 15% of the Shares outstanding. As the
general partner of Steel Partners, Partners LLC may be deemed to beneficially
own the 2,183,650 Shares owned by Steel Partners, constituting approximately 15%
of the Shares outstanding. As the sole executive officer and managing member of
Partners LLC, which in turn is the general partner of Steel Partners, Mr.
Lichtenstein may be deemed to beneficially own the 2,183,650 Shares owned by
Steel Partners, constituting approximately 15% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 2,183,650
Shares owned by Steel Partners by virtue of his authority to vote and dispose of
such Shares. Currently, Messrs. Henderson, Quicke, Culverhouse, Davis and
Leitner do not beneficially own any Shares.
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