United States Security & Exchange Commission EDGAR Filing

-----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, G5AUWqoU8SAzFczLTeI5i/3ijxJ9WwzkuzzarzZR5eLTpwvJngWzNZExa3QF49ht gZ5fryWvljIN5EDz6wHXbg== 0001116502-07-000212.txt : 20070202 0001116502-07-000212.hdr.sgml : 20070202 20070202170505 ACCESSION NUMBER: 0001116502-07-000212 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 GROUP MEMBERS: B. RILEY AND CO. INC. GROUP MEMBERS: BRYANT RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATOS INTERNATIONAL INC CENTRAL INDEX KEY: 0001111721 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364360035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0405 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62311 FILM NUMBER: 07577291 BUSINESS ADDRESS: STREET 1: 7444 WEST WILSON AVENUE CITY: CHICAGO STATE: IL ZIP: 60656 BUSINESS PHONE: 7088679600 FORMER COMPANY: FORMER CONFORMED NAME: STRATOS LIGHTWAVE INC DATE OF NAME CHANGE: 20000412 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G/A 1 stratossc13ga.htm SC 13G/A United States Security & Exchange Commission EDGAR Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Stratos International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

863100202

(CUSIP Number)

December 31, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


	Rule 13d-1(b)

X	Rule 13d-1(c)

	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 863100202	SC 13G


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Riley Investment Partners Master Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares		5	Sole Voting Power 1,209,217
Beneficially Owned by		6	Shared Voting Power 0
Each Reporting		7	Sole Dispositive Power 1,209,217
Person With		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,209,217
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 8.3%¹
12	Type Of Reporting Person (See Instructions) PN

———————

Based on 14,492,028 shares of common stock of Stratos International, Inc. (the “Issuer”) outstanding at December 12, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2006 filed with the Securities and Exchange Commission on December 12, 2006.


CUSIP No. 863100202	SC 13G


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Riley Investment Management LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares		5	Sole Voting Power 1,209,217¹
Beneficially Owned by		6	Shared Voting Power 93,042²
Each Reporting		7	Sole Dispositive Power 1,209,217¹
Person With		8	Shared Dispositive Power 93,042²
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,209,217²
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [x]
11	Percent of Class Represented by Amount in Row (9) 8.3%³
12	Type Of Reporting Person (See Instructions) IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 1,209,217 shares of Common Stock held by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

Riley Investment Management LLC has shared voting and dispositive power over 93,042 shares of Common Stock held by its investment advisory client. However, Riley Investment Management LLC disclaims beneficial ownership of these shares.


CUSIP No. 863100202	SC 13G


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) B. Riley and Co. Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares		5	Sole Voting Power 11,277
Beneficially Owned by		6	Shared Voting Power 0
Each Reporting		7	Sole Dispositive Power 11,277
Person With		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,277
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 0.1%¹
12	Type Of Reporting Person (See Instructions) BD

———————


CUSIP No. 863100202	SC 13G


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Bryant Riley
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares		5	Sole Voting Power 1,209,217¹
Beneficially Owned by		6	Shared Voting Power 104,319²
Each Reporting		7	Sole Dispositive Power 1,209,217¹
Person With		8	Shared Dispositive Power 104,319²
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,209,217^1,2
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [x]
11	Percent of Class Represented by Amount in Row (9) 8.3%³
12	Type Of Reporting Person (See Instructions) IN

———————

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 1,209,217 shares of Common Stock held by Riley Investment Partners Master Fund, L.P.

Riley Investment Management LLC has shared voting and dispositive power over 93,042 shares of Common Stock owned by its investment advisory client. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of these shares. B. Riley and Co. Inc. has sole voting and dispositve power over 11,277 shares of Common Stock. Although Mr. Riley is the controlling shareholder and Chairman of B. Riley & Co., Inc., Mr. Riley disclaims beneficial ownership of these shares.


CUSIP No. 863100202	SC 13G

Item 1.

(a) Name of Issuer

Stratos International, Inc.

(b) Address of Issuer’s Principal Executive Offices

7444 West Wilson Avenue

Chicago, Illinois 60706

Item 2.

Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

Bryant Riley (individual residing in California)

B. Riley and Co. Inc. (Delaware corporation)

(b) Address of Principal Business Office or, if none, Residence

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

11100 Santa Monica Blvd.

Suite 800

Los Angeles, CA 90025

United States

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

863100202

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


CUSIP No. 863100202	SC 13G


(i)		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
		the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For each Reporting Person:

(a) Amount beneficially owned: Please see Line 9 on the cover sheet for each reporting person (including footnotes thereto).

(b) Percent of class: Please see Line 11 on the cover sheet for each reporting person (including footnotes thereto).

(i) Sole power to vote or to direct the vote: Please see Line 5 on the cover sheet for each reporting person (including footnotes thereto).

(ii) Shared power to vote or to direct the vote: Please see Line 6 on the cover sheet for each reporting person (including footnotes thereto).

(iii) Sole power to dispose or to direct the disposition of: Please see Line 7 on the cover sheet for each reporting person (including footnotes thereto).

(iv) Shared power to dispose or to direct the disposition of: Please see Line 8 on the cover sheet for each reporting person (including footnotes thereto).


CUSIP No. 863100202	SC 13G

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 863100202	SC 13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 2, 2007


		Riley Investment Partners Master Fund, L.P.
			By: Riley Investment Management, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		Riley Investment Management, LLC


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		B. Riley and Co. Inc.


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Chairman



		By:	/s/ Bryant R. Riley
			Bryant R. Riley

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