-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHBXIunIHvOyoBp24bAlk7PFNanOti/Mo6g7Sla1oj8lJH3w8V6FnG91BLjiU0nS AS0b2ovOzq3BmKKMS7gpbw== 0000950134-04-002054.txt : 20040217 0000950134-04-002054.hdr.sgml : 20040216 20040217093851 ACCESSION NUMBER: 0000950134-04-002054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITON NETWORK SYSTEMS INC CENTRAL INDEX KEY: 0001050250 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593434350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30251 FILM NUMBER: 04603446 BUSINESS ADDRESS: STREET 1: 8529 SOUTH PARK CIRCLE STREET 2: SAND LAKE WEST BUSINESS PARK CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 4079030900 MAIL ADDRESS: STREET 1: 8529 SOUTH PARK PARK CIRCLE CITY: ORLANDO STATE: FL ZIP: 32819 8-K 1 d12745e8vk.htm FORM 8-K e8vk
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): February 17, 2004

TRITON NETWORK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)
         
Delaware   000-30251   59-3434350
(State or other   (Commission File Number)   (IRS Employer
jurisdiction of       Identification
incorporation)       Number)
         
  6905 Whisperfield Drive
Plano, Texas
(Address of principal executive offices)
  75024
(Zip Code)

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

Not applicable.


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

 


TABLE OF CONTENTS

Item 5. Other Events and Required FD Disclosure.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release


Table of Contents

Item 5. Other Events and Required FD Disclosure.

     Attached hereto as Exhibit 99.1 is a press release issued by Triton Network Systems, Inc. dated February 17, 2004, which is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

     
99.1
  Press Release issued on February 17, 2004.

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.
         
  TRITON NETWORK SYSTEMS, INC.
 
 
February 17, 2004  By:   Date:/s/ Kenneth R. Vines    
    Kenneth R. Vines, Chief Executive Officer   
       
 

 


Table of Contents

EXHIBIT INDEX

     
Exhibit Number
  Description
99.1
  Press Release issued on February 17, 2004.

 

EX-99.1 3 d12745exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1


TRITON NETWORK SYSTEMS ANNOUNCES INITIAL DISTRIBUTION TO STOCKHOLDERS

DALLAS — (BUSINESS WIRE) — Feb. 17, 2004 — Triton Network Systems, Inc. (Pink Sheets: TNSIZ) announced that, in accordance with the plan of complete liquidation and dissolution adopted by its stockholders on October 29, 2001, the Board of Directors had approved an initial distribution of $0.77 per share in cash to stockholders of record on January 31, 2002. The initial distribution to stockholders is expected to be made on or about March 9, 2004.

The Board of Directors had delayed any distributions to stockholders due to two Class Action lawsuits that were pending against Triton and/or certain of its current or former directors or officers. In December 2003, one set of the Class Action lawsuits was resolved with no cost to Triton. The remaining set of Class Action lawsuits is part of what is referred to as the “IPO laddering” claims. Triton is one of approximately 300 companies that have been named as defendants in these lawsuits. These suits have been brought on behalf of stockholders alleging, among other things, that the prospectus for the defendants’ public offerings, including Triton’s public offering, were misleading because the prospectus did not disclose alleged improper compensation that the plaintiffs claim the underwriters of the offerings obtained for themselves in connection with the offerings, and that the defendants should have disclosed alleged agreements between the underwriters and those to whom they allocated shares that the plaintiffs claim caused the market price of the defendants’ shares (including Triton’s) to be inflated. The principal terms of a global settlement between the plaintiffs, almost all of the issuers (including Triton), and all individuals affiliated with those issuers (including the individuals named in the IPO laddering lawsuit against Triton), have been set forth in a memorandum of understanding. Should the lawsuits be resolved under the terms currently being discussed, there would be no cash payments required by Triton to the plaintiffs. Any settlement with the plaintiffs would require court approval. Concluding and obtaining final approval could take years to resolve. When the initial cash distribution to stockholders is made, Triton will issue a letter to the stockholders further explaining the IPO laddering lawsuit and potential risks to the stockholders.

The Board of Directors made the decision to make the initial cash distribution of $0.77 per share in March 2004. Subsequent to this distribution, Triton will have a cash Contingency Reserve of approximately $1.3 million (or approximately $0.037 per share) to pay for estimated ongoing expenses through Triton’s date of dissolution and remaining contingent liabilities.

The timing and amount of any additional cash distributions will be dependent on, among other things, the amount of ongoing expenses and the ultimate resolution of the remaining contingent liabilities.

Statements contained in this press release related to Triton that are not historical facts may be forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the future. The forward-looking statements contained in this press release include, among other things, statements relating to the resolution of the IPO laddering Class Action claims and the timing and amount of any additional cash distributions to stockholders.

     
CONTACT:
  Triton Network Systems, Inc.
Ken Vines, 407-492-9020

 

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