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
May 9, 2003
Date of Report
(Date of earliest event reported)
SORRENTO NETWORKS CORPORATION
(Exact name of Registrant as specified in charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
0-15810 22-2367234
(Commission File No.) (IRS Employer Identification Number)
9990 Mesa Rim Road
San Diego, California 92121
(Address of Principal Executive Office)
(858) 558-3960
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Settlement agreement reached
Sorrento Networks Corporation (the "Company") has reached an agreement with its
former Chairman and Founder, Par Chadha, to resolve litigation previously filed
between the parties. As part of the settlement, the Company will transfer
566,000 shares of the stock it owns in Entrada Networks, Inc. to Mr. Chadha and
there will be an exchange of mutual releases by the Company and Mr. Chadha and
certain of his affiliates. The settlement is conditioned upon the consummation
of the Company's proposed capital restructuring as well as on the execution of
mutual releases between Mr. Chadha and certain of his affiliates and the
Company's debenture holders and certain holders of its subsidiary, Sorrento
Networks, Inc.'s Series A Preferred Stock.
Nasdaq
The Company has received a decision from the Nasdaq Listing Qualifications Panel
granting our request for a short extension of time to complete the proposed
capital restructuring. The Panel amended the terms of its April 4, 2003 decision
to give the Company until May 30, 2003 to comply with its listing requirement of
shareholders' equity of at least $10 million, and the Company must demonstrate
compliance with all other requirements for continued listing on the Nasdaq
National Market.
A copy of the press release announcing the foregoing events is attached as an
exhibit to this report.
This report contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate, our beliefs and our management's assumptions. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates" and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecast in
such forward-looking statements. For a list and description of such risks and
uncertainties, see the reports filed by Sorrento Networks Corporation with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits Description
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99.1 Press Release dated May 6, 2003.
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.
SORRENTO NETWORKS CORPORATION
DATE: May 9, 2003 By: /s/ Joe R. Armstrong
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Joe R. Armstrong, Chief Financial Officer