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. - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / 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: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: -2- 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 -3- 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 -4- 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: -5- (i) NAME AND ADDRESS OF THE STOCKHOLDER GIVING THE NOTICE, AS BELIEVED TO APPEAR ON STRATOS' BOOKS: Name Address ---- ------- 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 ---- -------------------- ---------------- 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 -6- 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 -7- 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 - ---------------- (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. -8- 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. -9- 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 ---------------------------- Name: Warren G. Lichtenstein Title: Managing Member -10- EXHIBIT A NOMINEE CONSENTS -11- 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 -12- 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 -13- 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 -14- 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 -15- 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 -16- 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. -17-
- Company Dashboard
- Filings
-
DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 9 Jun 06, 12:00am