8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 31, 2005

TRITON NETWORK SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-30251
(Commission
File Number) 59-3434350
(IRS Employer
Identification No.)

c/o Baker & McKenzie LLP
2001 Ross Avenue, Suite 2300
Dallas, TX
Attention: Daniel W. Rabun
(Address of Principal Executive Offices) 75201
(ZIP Code)

Registrant’s telephone number, including area code: (678) 323-3855

170 Chessington Dr. Alpharetta, Georgia 30022
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On January 31, 2005 Stanley Arthur resigned his position as a director of the Company. The resignation of Mr. Arthur was due to personal reasons and was not based upon any type of disagreement.

Item 8.01. Other Events.

     Attached hereto as Exhibit 99.1 is a press release issued by the Company dated January 31, 2005, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number	Description
99.1	Press Release dated January 31, 2005.

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.
Date: January 31, 2005	By:	/s/ Kenneth R. Vines
		Kenneth R. Vines
		Chief Executive Officer

Exhibit Index

Exhibit
Number	Description
99.1	Press Release dated January 31, 2005.

EX-99.1

EXHIBIT 99.1

TRITON NETWORK SYSTEMS ANNOUNCES INTENT WITH RESPECT TO
FUTURE DISTRIBUTIONS TO STOCKHOLDERS

DALLAS — (BUSINESS WIRE) — January 31, 2005 — Triton Network Systems, Inc. (Pink Sheets: TNSIZ) announced that, it currently does not intend to make any further distributions to its stockholders until the resolution of pending Class Action lawsuits. 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, Triton would not be required to make any cash payments to the plaintiffs. Any settlement with the plaintiffs would require court approval. Concluding and obtaining final approval could take years to resolve.

Triton previously made a cash distribution to its stockholders of $0.77 per share in cash to stockholders of record on January 31, 2002. Triton currently has a cash and marketable securities of approximately $1.3 million (or approximately $0.037 per share common share of stock) to pay for estimated ongoing expenses 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.

Triton also announced that Stanley Arthur has resigned from the Board of Directors. Ken Vines and Howard “Skip” Speaks will remain as directors and Ken Vines will remain as the sole officer of Triton.

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, (678)323-3855