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 4, 2002

                          TRITON NETWORK SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                                                                     
                  DELAWARE                             000-30251                       59-3434350
                  --------                             ---------                       ----------
      (State or other jurisdiction of          (Commission File Number)    (IRS Employer Identification No.)
               incorporation)


                             6905 WHISPERFIELD DRIVE
                               PLANO, TEXAS 75024
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (407) 492-9020







ITEM 9. OTHER EVENTS.

         As previously reported, on December 21, 2000, a complaint was filed in
the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough
County, Florida. The complaint was brought by a shareholder of the Company and
alleged, among other things, 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.

         The Company has now reached an agreement with one of its insurance
carriers relating to the foregoing settlement. The insurance carrier has agreed
to loan the Company $1,750,000, plus interest, on October 30, 2002. This loan
will be repaid with the proceeds of a lawsuit that the Company intends to file
against the law firm which advised the Company with regard to the shareholder's
stock transfer request. The loan will be forgiven by the insurance carrier if
the Company is ultimately unsuccessful in the lawsuit against the law firm.
Furthermore, if the Company is ultimately unsuccessful in this lawsuit, the
insurance carrier will pay an additional $750,000, plus interest, to the
Company. The insurance carrier also will pay the legal costs of prosecuting the
action against the law firm.

         The only lawsuit against the Company currently outstanding is the
previously reported securities class action complaint filed in the United States
District Court for the Southern District of New York on November 13, 2001. The
complaint is 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
excess 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. The Company is aware
that similar allegations have been made in numerous other lawsuits challenging
initial public offerings conducted in 1998, 1999 and 2000. The Company does not
know if a specific amount of damages is claimed in the complaint involving its
initial public offering. The Company intends to contest the claims vigorously.
The Company is unable at this time to determine the outcome of the litigation or
its impact on its financial condition.

         The Company believes it will be in a position to make an initial
distribution to its stockholders once the outstanding class action lawsuit is
resolved. Subject to the outcome of the outstanding class action lawsuit and any
unknown contingencies, the Company currently believes the ultimate distribution
to the stockholders will be in the range of $25.5 million to $27.0 million, or
approximately $0.73 to $0.77 per share. The Company intends (subject to
contingencies inherent in winding up the Company's business) to make these
distributions as promptly as practicable. However, the Company currently is
unable to predict the precise nature, amount or timing of any such
distributions. The actual nature, amount and timing of all distributions will be
determined by the Company's Board of Directors, in its sole discretion, and will
depend in part upon the Company's ability to convert any remaining non-cash
assets into cash and pay and settle its remaining liabilities and obligations.
No assurances can be made that



the Company will be able to obtain the estimated net realizable value of its
assets. Further, uncertainties as to the ultimate amount of its liabilities,
including the ongoing class action lawsuit, make it impracticable to predict the
amount that may ultimately be distributable to stockholders. Claims, liabilities
and future expenses for operations (including salaries, payroll and local taxes,
professional fees and miscellaneous office expenses), although currently
declining in the aggregate, will continue to be incurred with execution of the
Company's plan of liquidation.

FORWARD LOOKING STATEMENTS

         Statements included herein that are not historical in nature may be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Examples of such forward-looking statements
include, without limitation, statements regarding the anticipated liquidation
distribution to stockholders, the anticipated outcome of the Company's class
action securities lawsuit and the anticipated lawsuit against its former law
firm, and the recovery, if any, of a portion of any litigation costs from third
parties. Any such forward-looking statements reflect the judgment of management
as of the date of this report and involve risks and uncertainties including,
without limitation, uncertainties related to the Company's plan of liquidation
and the amount and nature of the Company's assets and liabilities, as well as
risks related to the Company's pending and proposed litigation and those related
to the Company attempt to be reimbursed for a portion of its litigation and
settlement costs from third parties. The Company claims the protection of the
Safe Harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. The Company disclaims any intention
or obligation to update or revise forward-looking statements, whether as a
result of new information, future events or otherwise.







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.



                                TRITON NETWORK SYSTEMS, INC.



                                By: /s/ Kenneth R. Vines
                                    -------------------------------------
                                    Kenneth R. Vines, Chief Executive Officer



Dated: June 10, 2002